<PAGE>


==============================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10-K

                FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
         SECTIONS 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)

       |X|     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
               SECURITIES EXCHANGE ACT OF 1934

                 For the fiscal year ended December 31, 2000

       |_|     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
               SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number: 1-12955

                           JOURNAL REGISTER COMPANY
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                    22-3498615
  (STATE OR OTHER JURISDICTION                       (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NO.)

                              50 WEST STATE STREET
                         TRENTON, NEW JERSEY 08608-1298
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

      Registrant's telephone number, including area code: (609) 396-2200

         SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                   Common Stock, par value $0.01 per share

         SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                                      None

    Indicate  by check mark  whether the  registrant:  (1) has filed all reports
required 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. [X] Yes [ ] 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 [ ].

    The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 27, 2001 was approximately $ 271,160,310.

    As of March 27, 2001,  42,764,050  shares of the registrant's  Common Stock,
par value $0.01 per share, were outstanding (excluding treasury shares).

    DOCUMENTS INCORPORATED BY REFERENCE.  The information called for by Part III
is incorporated by reference to the definitive Proxy Statement for the Company's
2001 Annual Meeting of Stockholders,  which will be filed on or before April 12,
2001.

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


<PAGE>

          CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

      STATEMENTS  IN  THIS  ANNUAL  REPORT  ON FORM  10-K  THAT  ARE NOT  PURELY
HISTORICAL ARE  FORWARD-LOOKING  STATEMENTS WITHIN THE MEANING OF SECTION 27A OF
THE  SECURITIES  ACT OF 1933 AND SECTION 21E OF THE  SECURITIES  EXCHANGE ACT OF
1934,  INCLUDING  STATEMENTS  REGARDING  THE  COMPANY'S   EXPECTATIONS,   HOPES,
INTENTIONS  OR  STRATEGIES  REGARDING  THE  FUTURE.  FORWARD-LOOKING  STATEMENTS
INCLUDE:  THE PLANS AND  OBJECTIVES  OF THE  COMPANY FOR FUTURE  OPERATIONS  AND
TRENDS  AFFECTING THE COMPANY'S  FINANCIAL  CONDITION AND RESULTS OF OPERATIONS.
ALL FORWARD-LOOKING STATEMENTS IN THIS REPORT ARE BASED ON INFORMATION AVAILABLE
TO THE COMPANY (AS HEREINAFTER DEFINED) AS OF THE DATE THIS REPORT IS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, AND THE COMPANY ASSUMES NO OBLIGATION TO
UPDATE ANY SUCH  FORWARD-LOOKING  STATEMENTS.  FACTORS  THAT COULD CAUSE  ACTUAL
RESULTS  TO  DIFFER   MATERIALLY   FROM  THOSE  EXPRESSED  OR  IMPLIED  BY  SUCH
FORWARD-LOOKING  STATEMENTS  INCLUDE,  BUT ARE NOT  LIMITED TO, (I) A DECLINE IN
GENERAL ECONOMIC CONDITIONS, (II) THE UNAVAILABILITY OR MATERIAL INCREASE IN THE
PRICE OF NEWSPRINT,  (III) AN ADVERSE  JUDGMENT IN PENDING OR FUTURE  LITIGATION
AND (IV)  INCREASED  COMPETITIVE  PRESSURE FROM CURRENT  COMPETITORS  AND FUTURE
MARKET ENTRANTS. SEE "ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION  AND RESULTS OF  OPERATIONS  -- CERTAIN  FACTORS  WHICH MAY AFFECT THE
COMPANY'S FUTURE  PERFORMANCE." THE COMPANY  UNDERTAKES NO OBLIGATION TO RELEASE
PUBLICLY  THE  RESULTS OF ANY FUTURE  REVISIONS  IT MAY MAKE TO  FORWARD-LOOKING
STATEMENTS  TO  REFLECT  EVENTS OR  CIRCUMSTANCES  AFTER  THE DATE  HEREOF OR TO
REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

                                     PART I

ITEM 1.     BUSINESS.

GENERAL

      Journal  Register  Company (the  "Company")  is a leading  U.S.  newspaper
publisher with total paid daily  circulation of approximately  582,500 and total
non-daily distribution of approximately 2.2 million, as of December 31, 2000. As
of December 31, 2000, the Company owned and operated 24 daily newspapers and 158
non-daily  publications   strategically   clustered  in  six  geographic  areas:
Connecticut;   Greater   Philadelphia;   Ohio;  Central  New  England;  and  the
Capital-Saratoga and Mid-Hudson,  New York regions. The Company's newspapers are
characterized by an intense focus on coverage of local news and local sports and
offer compelling graphic design in colorful, reader-friendly packages.

      The Company sold certain of its  operations  in the Greater St. Louis area
in two  transactions  in August and October of 2000.  The Company  also sold two
daily newspapers and a commercial  printing  operation in the south central part
of Ohio on January 31, 2001. This sales process, which was announced in February
2000 and completed on January 31, 2001, resulted in a strategic repositioning in
six geographic  clusters and a substantial  reduction in the Company's leverage.
The  proceeds  from these  sales were used to reduce the  Company's  outstanding
debt, repurchase shares and for a strategic acquisition in the Company's Greater
Philadelphia cluster.

      From  September 1993 through  December 31, 2000, the Company  successfully
completed  17  strategic  acquisitions,   acquiring  13  daily  newspapers,  126
non-daily  publications  and  three  commercial  printing  companies;   and  two
dispositions. The Company has generally increased the revenues and significantly
increased the cash flow and  profitability of its acquired  operations.  For the
fiscal year ended  December 31, 2000, the Company  generated  revenues of $464.0
million,  EBITDA (as  hereinafter  defined) of $156.9  million and net income of
$169.4  million.  From 1993 through 2000, the Company  recorded  compound annual
growth in revenues and EBITDA  (excluding  special  charges in 1997 and 1998 and
the extraordinary  item in 1998) of approximately  7.9% and 9.0%,  respectively.
The Company has achieved this growth through a combination of expanding revenues
in existing  geographic  areas,  strategic  acquisitions and  implementing  cost
controls  and  ongoing  expense  reduction  efforts  at  existing  and  acquired
operations. See "Item 8.  Financial Statements and Supplementary Data"

      The majority of the Company's  daily  newspapers  have been  published for
more than 100 years and are established franchises with strong identities in the
communities  they serve.  For example,  the NEW HAVEN  REGISTER,  the  Company's
largest  newspaper  based  on daily  circulation,  has  roots in the New  Haven,
Connecticut  area  dating  back to 1755.  In many  cases,  the  Company's  daily
newspapers are the only general circulation daily newspapers  published in their
respective communities.  The Company's non-daily publications serve well-defined
suburban circulation areas.

                                       1

<PAGE>

      The Company  manages its  newspapers  to best serve the needs of its local
readers and advertisers.  The editorial content of its newspapers is tailored to
the specific  interests of each community served and includes  coverage of local
youth, high school,  college and professional sports, as well as local business,
politics,  entertainment and culture. The Company maintains high quality product
standards,  using extensive process color and compelling  graphic design to more
fully  engage  existing  readers  and to  attract  new  readers.  The  Company's
newspapers typically are produced using advanced prepress pagination technology,
and are printed on efficient, high-speed presses.

      The  Company's  revenues  are  derived  from  advertising  (74.0%  of 2000
revenues), paid circulation,  including single copy sales and subscription sales
(20.9% of 2000  revenues),  and  commercial  printing  and  other  (5.1% of 2000
revenues).  The Company's  advertiser base is predominantly local. The Company's
newspapers seek to produce  desirable results for local advertisers by targeting
readers based on certain geographic and demographic characteristics. The Company
seeks to increase readership,  and thereby generate traffic for its advertisers,
by focusing on high product quality,  local content and creative and interactive
promotions.  The Company promotes single copy sales of its newspapers because it
believes that such sales have higher  readership than  subscription  sales,  and
that single copy readers tend to be more active consumers of goods and services,
as indicated by a Newspaper  Association of America  ("NAA") study.  Single copy
sales also tend to generate  higher profits than  subscription  sales, as single
copy  sales  generally  have  higher  per  unit  prices  and  lower   associated
distribution   costs.   Subscription  sales,  which  provide  readers  with  the
convenience  of home  delivery,  are an  important  component  of the  Company's
circulation base. The Company also publishes numerous special sections and niche
and special interest publications. Such publications tend to increase readership
within  targeted   demographic   groups  and  geographic  areas.  The  Company's
management  believes  that as a  result  of  these  strategies,  its  newspapers
represent  an  attractive  and   cost-effective   medium  for  its  readers  and
advertisers.

      The Company's  advertising  revenues in 2000 were derived primarily from a
broad group of local retailers  (approximately 53.7%) and classified advertisers
(approximately  42.4%). No single  advertiser  accounted for more than 1% of the
Company's 2000  advertising  revenues.  The Company's  management  believes that
because its newspapers rely on a broad base of local retail and local classified
advertising,  rather than more volatile national and major account  advertising,
its advertising revenues tend to be relatively stable.

      Substantially  all  of  the  Company's   operations  relate  to  newspaper
publishing. In addition to its daily newspapers and non-daily publications,  the
Company  owns other  businesses  that  complement  and  enhance  its  publishing
operations,  which,  as of  December  31,  2000,  consisted  of four  commercial
printing operations as well as a company that develops  application software for
the newspaper industry.

OVERVIEW OF OPERATIONS

      The Company's operations are clustered in six geographic areas:

      CONNECTICUT.  In Connecticut,  the Company owns the NEW HAVEN REGISTER,  a
small  metropolitan  daily newspaper with daily circulation of more than 100,000
and Sunday circulation of approximately 105,000, four suburban daily newspapers,
64 non-daily  publications  and one commercial  printing  company.  The suburban
daily  newspapers in the Connecticut  cluster are THE HERALD (New Britain),  THE
BRISTOL PRESS, THE REGISTER CITIZEN  (Torrington) and THE MIDDLETOWN  PRESS. The
five  daily   newspapers  have  aggregate   daily  and  Sunday   circulation  of
approximately 151,000 and 150,000,  respectively.  The 64 suburban and community
non-daily  publications  have aggregate  distribution of approximately  865,000.
Included in the non-daily  publications  is  CONNECTICUT  MAGAZINE,  the state's
premier  magazine that was acquired in September 1999.  Combined,  the Company's
Connecticut  daily  newspapers  and  non-daily  publications  serve a  statewide
audience with  concentrations in western  Connecticut  (Litchfield and Fairfield
counties) through Hartford and its suburban areas to the greater New Haven area;
and the Connecticut shoreline from New Haven northeast to New London.


                                       2

<PAGE>

      The  following  table  sets  forth  information  regarding  the  Company's
publications in Connecticut:

<TABLE>
<CAPTION>

                              YEAR        YEAR                  DAILY          SUNDAY        NON-DAILY
      PUBLICATION        ORIGINATED(1)  ACQUIRED LOCATION   CIRCULATION(2)  CIRCULATION(2)  DISTRIBUTION(3)
      -----------        -------------  -------- --------   --------------  --------------  ---------------
<S>                           <C>         <C>                  <C>                             <C>
NEW HAVEN REGISTER....        1755        1989   New Haven     100,049         104,541
THE HERALD............        1881        1995   New
                                                 Britain        17,169          35,322
THE BRISTOL PRESS.....        1871        1994   Bristol        13,320
THE REGISTER CITIZEN..        1889        1993   Torrington     10,581           9,820
THE MIDDLETOWN PRESS..        1884        1995   Middletown      9,508
Imprint Newspapers
   12 publications....        1880        1995   Bristol                                        95,137
Shore Line Newspapers
   13 publications....        1877        1995   Guilford                                      126,069
Elm City Newspapers
    9 publications....        1931        1995   Milford                                        91,929
Minuteman Newspapers
    2 publications....        1993        1998   Westport                                       36,981
Housatonic Publications
    9 publications....        1825        1998   New
                                                 Milford                                        57,314
CONNECTICUT'S COUNTY
   KIDS
    2 publications....        1989        1996   Westport                                       44,000
FOOTHILLS TRADER
    3 publications....        1965        1995   Torrington                                     50,000
CONNECTICUT MAGAZINE..        1938        1999   Trumbull                                       86,820
Gamer Publications
    3 publications....        1981        1995   Bristol                                        58,652
EAST HARTFORD GAZETTE.        1885        1995   East
                                                 Hartford                                       19,284
HOMEFINDER                    1976        1995   New                                            17,500
                                                 Britain
THOMASTON EXPRESS.....        1874        1994   Thomaston                                       1,220
TMC (7 publications)..                                                                         180,586
                                                               -------         -------         -------
TOTALS................                                         150,627         149,683         865,492
                                                               =======         =======         =======
</TABLE>
-----------------
(1) For merged newspapers and newspaper groups, the year given reflects the date
    of origination for the earliest publication.

(2) Circulation  averages for the six months ended September 30, 2000, according
    to Audit Bureau of Circulations ("ABC") Fas-Fax Report.

(3) Non-daily  distribution  includes  both  paid  and free  distribution.  Paid
    distribution for Housatonic  Publications and Minuteman  Newspapers reflects
    Certified  Audit of  Circulations  ("CAC")  audit  results for the  12-month
    period ended June 30,  2000.  Paid  distribution  for  CONNECTICUT  MAGAZINE
    reflects  Publisher's  Statement  as filed  with the ABC for the six  months
    ended December 31, 2000. All other non-daily  distribution  reflects average
    distribution for December 2000.

      The NEW HAVEN REGISTER is the Company's  largest  newspaper based on daily
circulation   and  is  the  second  largest  daily   circulation   newspaper  in
Connecticut.  The NEW HAVEN REGISTER serves a primary circulation area comprised
of the majority of New Haven County and portions of Fairfield, Middlesex and New
London counties.  This area (including the portions of Fairfield  County,  which
are served by related  non-daily  publications)  has a population of 767,800 and
had  population  growth of  approximately  11% from 1980 to 2000.  This area has
average household income of $82,500,  which is 32% above the national average of
$62,600, and a retail environment  comprised of approximately 7,400 stores. This
area is home to a number of large and well-established  institutions,  including
Yale University and Yale-New Haven Hospital. As a result of its proximity to the
large media markets of New York City,  Boston and  Hartford,  New Haven has only
two locally licensed television station (which serve a statewide,  rather than a
local  audience)  and a fragmented  radio  market.  Consequently,  the Company's
management  believes  that the NEW HAVEN  REGISTER is a powerful  local news and
advertising franchise for the greater New Haven area.

                                       3

<PAGE>

      THE HERALD,  THE BRISTOL PRESS and THE MIDDLETOWN  PRESS serve  contiguous
areas between New Haven and Hartford.  THE BRISTOL PRESS serves an area that has
a population of 320,600 and had population  growth of approximately 3% from 1980
to 2000. This area has average  household income of $91,200,  which is 46% above
the national average.  THE MIDDLETOWN PRESS serves an area that has a population
of 96,100 and had population growth of approximately 13% from 1980 to 2000. This
area has average  household  income of $75,900,  which is 21% above the national
average.  THE HERALD serves an area that has a population of 100,200,  which has
remained  substantially  unchanged since 1980.  This area has average  household
income of $60,600.  THE REGISTER CITIZEN serves an area that has a population of
246,000 and had population  growth of approximately  12% from 1980 to 2000. This
area has average  household  income of $86,400,  which is 38% above the national
average.

      The Connecticut  publications  benefit from considerable  cross-selling of
advertising as well as from newsgathering, production and back office synergies.
For  example,  the NEW  HAVEN  REGISTER  gathers  statewide  news for all of the
Company's Connecticut newspapers;  the newspapers cross-sell advertising through
a one-order, one-bill system and THE HERALD and THE MIDDLETOWN PRESS are printed
at one facility, as are THE REGISTER CITIZEN and THE BRISTOL PRESS. Moreover, in
August  1996,  in  order  to take  advantage  of the  contiguous  nature  of the
geographic  areas  served by THE HERALD,  THE BRISTOL  PRESS and THE  MIDDLETOWN
PRESS, the Company launched a combined Sunday newspaper, THE HERALD PRESS, which
serves the readers of these three  dailies  with three zoned  editions and has a
Sunday circulation of approximately  35,300 as of September 30, 2000,  according
to the ABC Fas-Fax Report.

      GREATER  PHILADELPHIA.  The  Company  owns  six  daily  newspapers  and 50
non-daily  publications  serving areas surrounding  Philadelphia,  Pennsylvania.
These  publications  include,  in  Pennsylvania,  the  DAILY  LOCAL  NEWS  (West
Chester), THE TIMES HERALD (Norristown), THE PHOENIX (Phoenixville),  a group of
non-daily newspapers serving Philadelphia's affluent Main Line and a group of 18
weekly   newspapers,   the  InterCounty   Newspaper   Group,   serving  suburban
Philadelphia and central and southern New Jersey;  and also, in New Jersey,  THE
TRENTONIAN  (Trenton,  NJ).  The  Company  also  owns  two  commercial  printing
companies,  acquired with InterCounty  Newspapers in December 1997, one of which
prints the 18 weekly  newspapers and one of which is a premium quality sheet-fed
printing  operation.  The daily  newspapers  acquired  in the July 1998  Goodson
Acquisition  (as  hereinafter  defined)  include the  DELAWARE  COUNTY DAILY AND
SUNDAY TIMES (Primos) and THE MERCURY  (Pottstown),  both in  Pennsylvania.  The
Goodson Acquisition non-daily  publications include, also in Pennsylvania,  Acme
Newspapers  (Ardmore),  including the MAIN LINE TIMES, serving the affluent Main
Line,  and the NEWS OF DELAWARE  COUNTY,  one of the largest  audited  community
newspapers in the United States;  Town Talk  Newspapers  (Media);  and the Penny
Pincher Shoppers (Pottstown).  The six daily newspapers have aggregate daily and
Sunday  circulation  of  approximately  177,000 and 157,000,  respectively.  The
aggregate non-daily distribution totals approximately 600,000.


                                       4

<PAGE>

      The  following  table  sets  forth  information  regarding  the  Company's
publications in Greater Philadelphia:

<TABLE>
<CAPTION>

                           YEAR        YEAR                        DAILY          SUNDAY           NON-DAILY
     PUBLICATION      ORIGINATED(1)  ACQUIRED  LOCATION         CIRCULATION(2)  CIRCULATION(2)  DISTRIBUTION(3)
     -----------      -------------  --------  ---------------  --------------  --------------  ----------------
<S>                        <C>         <C>     <C>                 <C>            <C>              <C>
DELAWARE COUNTY
 DAILY AND SUNDAY
 TIMES (4)........         1876        1998    Primos, PA           48,258         44,914
DAILY LOCAL NEWS..         1872        1986    West Chester,
                                                 PA                 30,451         30,022
THE MERCURY (4)...         1930        1998    Pottstown, PA        25,350         26,173
THE TIMES HERALD..         1799        1993    Norristown, PA       18,176         15,445
THE PHOENIX.......         1888        1986    Phoenixville,
                                                 PA                  3,561
THE TRENTONIAN....         1945        1985    Trenton, NJ          50,980         40,527
Suburban
  Publications
   3 publications.         1885        1986    Wayne, PA                                            32,802
InterCounty Newspaper
    Group
   18 publications         1869        1997    Bristol, PA                                         105,000
Acme Newspapers
   4 publications (4)      1930        1998    Ardmore, PA                                          78,780
Penny Pincher
  Shoppers
   6 publications (4)      1988        1998    Pottstown, PA                                        58,400
Town Talk Newspapers
   7 publications (4)      1964        1998    Media &
                                                 Ridley, PA                                         85,700
REAL ESTATE TODAY.         1978        1998    Pottstown, PA                                        38,400
TRI-COUNTY RECORD.         1975        1986    Morgantown, PA                                       21,353
THE HOMES MAGAZINE         1988        1988(5) West Chester,
                                                 PA                                                 18,000
THE VILLAGE NEWS..         1980        1986    Downingtown, PA                                      19,000
THE TIMES RECORD..         1980        1986    Kennett
                                                 Square, PA                                          9,000
BLUE BELL JOURNAL.         1999        1999(5) Blue Bell, PA                                         6,100
TMC (6 publications)                                                                               127,000
                                                                   -------        -------          -------
TOTALS............                                                 176,776        157,081          599,535
                                                                   =======        =======          =======
</TABLE>
-----------------
(1) For merged newspapers and newspaper groups, the year given reflects the date
    of origination for the earliest publication.

(2) Circulation averages for the six months ended September 30, 2000,  according
    to ABC Fas-Fax Report.

(3) Non-daily  distribution includes both paid and free distribution.  Non-daily
    distribution  reflects  average  distribution  for December  2000,  with the
    following   exceptions:   Suburban   Publications,   which    includes   two
    publications  (SUBURBAN  ADVERTISER  and  KING OF  PRUSSIA   COURIER)  which
    reflect  the CAC audit for the six  months  ended  June 30,   2000,  and THE
    SUBURBAN  & WAYNE  TIMES  which  reflects  the ABC  audit   results  for the
    24-month period ended September 30, 2000; Acme  Newspapers,   which includes
    three  publications  (NEWS OF DELAWARE COUNTY,  GERMANTOWN   COURIER and MT.
    AIRY TIMES EXPRESS) which reflect the CAC Newspaper  Publisher's   Statement
    for the six months  ended  September  30,  2000,  and MAIN LINE TIMES  which
    reflects the ABC Newspaper  Publisher's  Statement for the six months  ended
    September 30, 2000.

(4) Part of the Goodson Acquisition, completed July 15, 1998.

(5) Year presented represents the year the Company started the publication.

      The majority of the Company's Pennsylvania publications are located within
a 30-mile radius of  Philadelphia.  The Company's  newspapers  serve  geographic
areas with highly desirable  demographics.  The DELAWARE COUNTY DAILY AND SUNDAY
TIMES  serves an area  that has a  population  of  587,700,  which has  remained
unchanged since 1980. This area has average  household income of $83,500,  which
is 34% above the national average. The DAILY LOCAL NEWS serves an area which has
a population of 421,900 and had population growth of approximately 43% from 1980
to 2000. This area has average  household income of $95,700,  which is 53% above
the  national  average.  THE  MERCURY,  located  approximately  40 miles west of
Philadelphia, serves an area that has a population of 441,200 and had population
growth of approximately  19% from 1980 to 2000. This area has average  household
income of $75,900,  which is 21% above the  national  average.  THE TIMES HERALD
serves an area that has a  population  of 175,400 and had  population  growth of
approximately  9% from 1980 to 2000. This area has average  household  income of

                                       5

<PAGE>

$85,100,  which is 36% above the national  average.  THE PHOENIX  serves an area
that has a population of 120,400 and had population  growth of approximately 31%
from 1980 to 2000. This area has average  household income of $93,000,  which is
49% above the national average.  The Company's weekly newspaper group,  Suburban
Publications, in suburban Philadelphia,  serves an area that has a population of
336,600 and had population  growth of approximately  24% from 1980 to 2000. This
area has average  household income of $123,500,  which is 98% above the national
average.  The MAIN LINE TIMES,  the flagship of the  Company's  Acme  Newspapers
group, serves an area that has a population of 391,300 and had population growth
of approximately 1% from 1980 to 2000. This area has average household income of
$124,500, which is 99% above the national average. The majority of the Company's
Pennsylvania properties are located within 20 miles of the area's largest retail
complex,  the King of Prussia Plaza and Court,  which is the largest mall on the
East  Coast of the  United  States  and the  second  largest  mall in the United
States, in terms of total square footage.

      THE TRENTONIAN is published in Trenton,  the capital of New Jersey,  which
is located 40 miles north of  Philadelphia  and 75 miles south of New York City.
THE  TRENTONIAN  serves  an  area  that  has a  population  of  278,900  and had
population  growth of  approximately 4% from 1980 to 2000. This area has average
household income of $81,100, which is 30% above the national average.

      The Company's Greater  Philadelphia cluster cross-sells  advertising.  The
nature of the cluster has also  allowed for the  implementation  of  significant
cost saving  programs.  For  example,  THE TIMES  HERALD and  several  non-daily
suburban  publications share a printing facility, as do the DAILY LOCAL NEWS and
THE PHOENIX. Acme Newspapers, part of the Goodson Acquisition,  are also printed
at the DAILY LOCAL NEWS' plant and at the Company's  commercial printing company
in Bristol,  Pennsylvania.  THE TRENTONIAN's television guide is also printed at
the  Bristol  plant.  All of  these  publications  share  certain  newsgathering
resources. The Company's management believes that the integration of the Goodson
Acquisition  newspapers  into this  cluster  allows the Company to compete  more
effectively  in the  areas it  serves.  The  construction  of a new  centralized
production  facility in the Philadelphia  area, which began in 2000, will result
in additional cash operating expense savings as well as improved products.

      OHIO.  On  December  18,  2000,  the  Company  announced  the  sale of the
Dover-New Philadelphia and Massillon, Ohio operations,  which had combined daily
circulation of  approximately  38,100 and Sunday  circulation  of  approximately
37,600.  The  sale  closed  on  January  31,  2001.  The  Company  retained  its
award-winning  Cleveland,  Ohio  area  newspaper  operations,   THE  News-HERALD
(Willoughby)  and THE MORNING JOURNAL  (Lorain).  The aggregate daily and Sunday
circulation  of the  Cleveland  area  newspapers  are  approximately  82,300 and
97,600, respectively, excluding the newspapers sold on January 31, 2001.

      The  following  table  sets  forth  information  regarding  the  Company's
publications in Ohio:

<TABLE>
<CAPTION>

                                   YEAR         YEAR                    DAILY         SUNDAY            NON-DAILY
         PUBLICATION           ORIGINATED(1)  ACQUIRED  LOCATION    CIRCULATION(2)  CIRCULATION(2)   DISTRIBUTION(3)
         -----------           -------------  --------  --------    --------------  --------------   ---------------
<S>                                <C>          <C>     <C>            <C>              <C>              <C>
THE NEWS-HERALD..............      1878         1987    Willoughby      48,033           59,506
THE MORNING JOURNAL .........      1921         1987    Lorain          34,311           38,106
THE TIMES REPORTER (4).......      1903         1987    Dover-New
                                                        Philadelphia    23,608           24,889
THE INDEPENDENT (4) (5)......      1871         1998    Massillon       14,510           12,736
COUNTY KIDS
   2 publications............      1997         1997(6) Willoughby
                                                         & Lorain                                         38,500
TMC (4 publications).........                                                                            111,859
                                                                       -------          -------          -------
TOTALS.......................                                          120,462          135,237          150,359
                                                                       =======          =======          =======
</TABLE>
-----------------
(1) For merged newspapers and newspaper groups, the year given reflects the date
    of origination for the earliest publication.

(2) Circulation averages for the six months ended September 30, 2000,  according
    to ABC Fas-Fax Report.

(3) Non-daily distribution  is solely free  distribution  and  reflects  average
    distribution for December 2000.

(4) Sold on January 31, 2001.

(5) Part of the Goodson Acquisition, completed July 15, 1998.

(6) Year presented represents the year the Company started the publication.

                                       6

<PAGE>

      THE NEWS-HERALD and THE MORNING JOURNAL serve areas located  directly east
and west of Cleveland,  respectively.  THE  NEWS-HERALD,  which is one of Ohio's
largest  suburban  newspapers,  serves  communities  located  in Lake and Geauga
counties,  two of Ohio's five most affluent  counties.  Lake and Geauga counties
have populations of 226,800 and 90,600, respectively,  and had population growth
of  approximately 8% and 31%,  respectively,  from 1980 to 2000. Lake and Geauga
counties have average  household  incomes of $67,900 and $96,300,  respectively.
THE  MORNING  JOURNAL  serves an area that has a  population  of 150,300 and had
population  growth of  approximately 2% from 1980 to 2000. This area has average
household  income  of  $61,000.  The  Company's  management  believes  that  THE
NEWS-HERALD and THE MORNING JOURNAL compete  effectively with Cleveland's  major
metropolitan  newspaper  due to the focus on  coverage  of local  news and local
sports.  The Ohio cluster benefits from a variety of synergistic  opportunities,
including the cross-selling of advertising and editorial coverage.

      CENTRAL  NEW  ENGLAND.  The  Company  owns  five  daily  and 21  non-daily
publications in the central New England area. The Company's publications in this
cluster  include THE HERALD NEWS (Fall  River,  MA), the TAUNTON  DAILY  GAZETTE
(Taunton,  MA), THE CALL (Woonsocket,  RI), THE TIMES (Pawtucket,  RI), the KENT
COUNTY DAILY TIMES (West Warwick,  RI), acquired August 13, 1999, and two groups
of weekly newspapers serving southern Rhode Island,  including South County. The
five daily newspapers have aggregate daily  circulation of approximately  72,000
and  aggregate  Sunday  circulation  of  approximately   56,000.  The  non-daily
publications in this cluster have total distribution of approximately 256,000.

      The  following  table  sets  forth  information  regarding  the  Company's
publications in central New England.

<TABLE>
<CAPTION>

                                   YEAR         YEAR                                     DAILY         SUNDAY           NON-DAILY
         PUBLICATION           ORIGINATED(1)  ACQUIRED  LOCATION                     CIRCULATION(2)  CIRCULATION(2)  DISTRIBUTION(3)
         -----------           -------------  --------  -------------------------    --------------  --------------  ---------------
<S>                                <C>         <C>      <C>                             <C>              <C>             <C>
THE HERALD NEWS..............      1872        1985     Fall River, MA                   24,406           26,891
TAUNTON DAILY GAZETTE........      1848        1996     Taunton, MA                      13,369           12,917
THE CALL.....................      1892        1984     Woonsocket, RI                   15,959           16,082
THE TIMES....................      1885        1984     Pawtucket, RI                    13,947
KENT COUNTY DAILY TIMES......      1892        1999     West Warwick, RI                  4,726
Southern Rhode Island
  Newspapers
   8 publications............      1854        1995     Wakefield, RI                                                     49,098
Hometown Newspapers
   4 publications............      1969        1999     West Warwick, RI                                                  34,500
COUNTY KIDS
  3 publications.............      1997        1997(4)  Fall River & Taunton,
                                                          MA & Pawtucket, RI                                              53,000
NEIGHBORS....................      1999        1999(4)  Pawtucket & Woonsocket, RI                                        20,000
CLASSIFIED PLUS..............      1996        1996(4)  Fall River, MA                                                     6,000
TMC (4 publications).........                                                                                             93,900
                                                                                         ------           ------         -------
TOTALS.......................                                                            72,407           55,890         256,498
                                                                                         ======           ======         =======
</TABLE>
-----------------
(1) For merged newspapers and newspaper groups, the year given reflects the date
    of origination for the earliest publication.

(2) Circulation  averages for the six months ended September 30, 2000, according
    to ABC Fas-Fax Report.

(3) Non-daily  distribution  includes both paid and free distribution.  Paid and
    free non-daily distribution for Southern Rhode Island Newspapers (except THE
    WESTERLY  SHOPPER,  THIS  WEEK IN SOUTH  COUNTY  and  RHODE  ISLAND  FAMILY)
    reflects the CAC Audit  Report for the six months  ended June 30, 2000.  The
    other  non-daily  distribution  figures  reflect  average  distribution  for
    December 2000.

(4) Year presented represents the year the Company started the publication.


      THE HERALD NEWS and the TAUNTON DAILY GAZETTE are situated 14 miles apart.
Each is approximately 50 miles south of Boston,  Massachusetts and 20 miles east
of Providence,  Rhode Island. The region's second largest shopping mall, located
in Taunton,  contains one million square feet of retail space and  approximately
150 stores.  THE HERALD NEWS  serves an area that has a  population  of 164,800,

                                       7

<PAGE>

which has  remained  substantially  unchanged  from 1980.  This area has average
household income of $50,400. The TAUNTON DAILY GAZETTE serves an area that has a
population of 136,400 and had population  growth of approximately  31% from 1980
to 2000. This area has average  household income of $64,300.  THE CALL serves an
area that has a population of 179,600 and had population growth of approximately
10% from 1980 to 2000. This area has average  household  income of $67,400.  THE
TIMES serves an area that has a population of 181,100 and had population  growth
of approximately 3% from 1980 to 2000. This area has average household income of
$57,900. Southern Rhode Island Newspapers serve an area that has a population of
158,100 and had population  growth of approximately  30% from 1980 to 2000. This
area has average  household  income of $72,300,  which is 16% above the national
average.  No local  television  stations exist in the communities  served by the
Company's central New England newspapers. Further, the Company believes that its
central New England properties benefit from fragmented local radio markets. As a
result,  the Company believes that each of its newspapers is a significant media
outlet in its respective  community,  thereby making these newspapers attractive
vehicles for area advertisers.  The central New England  newspapers benefit from
advertising  cross-selling;  moreover,  the  Company's  Massachusetts  and Rhode
Island newspapers benefit from significant  production and editorial  synergies.
For example, THE TIMES, THE CALL, and the KENT COUNTY DAILY TIMES are printed at
the same  facility,  as are the  TAUNTON  DAILY  GAZETTE  and THE  HERALD  NEWS.
Additionally,  THE TIMES,  THE CALL and the group of paid suburban and community
non-daily  newspapers  serving  southern  Rhode  Island all share  certain  news
gathering resources.

      CAPITAL-SARATOGA REGION OF NEW YORK. The Company owns three daily and five
non-daily publications in the Capital-Saratoga Region of New York. The Company's
publications in this cluster include THE RECORD (Troy), THE SARATOGIAN (Saratoga
Springs),  the weekly COMMUNITY NEWS, serving Clifton Park, and THE ONEIDA DAILY
DISPATCH, acquired as part of the Goodson Acquisition. The daily newspapers have
aggregate  daily  circulation  of  approximately  41,000  and  aggregate  Sunday
circulation of approximately 37,000. The non-daily  publications in this cluster
have total distribution of approximately 86,000.

      The  following  table  sets  forth  information  regarding  the  Company's
publications in the Capital-Saratoga Region of New York:

<TABLE>
<CAPTION>

                                   YEAR         YEAR                                   DAILY         SUNDAY            NON-DAILY
         PUBLICATION           ORIGINATED(1)  ACQUIRED  LOCATION                   CIRCULATION(2)  CIRCULATION(2)   DISTRIBUTION(3)
         -----------           -------------  --------  -------------------------  --------------  --------------   ---------------
<S>                                <C>         <C>      <C>                           <C>              <C>             <C>
THE RECORD...................      1896        1987     Troy                          22,291           23,908
THE ONEIDA DAILY
  DISPATCH (4)...............      1850        1998     Oneida                         7,265
THE SARATOGIAN...............      1855        1998     Saratoga Springs              11,205           13,123
Oneida-Chittenango
  Pennysavers (4)
    2 publications...........      1957        1998     Oneida                                                         23,796
COMMUNITY NEWS...............      1969        1998     Clifton Park                                                   27,100
TMC (2 publications).........                                                                                          35,500
                                                                                      ------           ------          ------
TOTALS....................                                                            40,761           37,031          86,396
                                                                                      ======           ======          ======

</TABLE>
-----------------
(1) For merged newspapers and newspaper groups, the year given reflects the date
    of origination for the earliest publication.

(2) Circulation averages for the six months ended September 30, 2000,  according
    to ABC Fas-Fax Report.

(3) Non-daily  distribution is free and reflects  average  distribution  for
    December 2000.

(5) Part of the Goodson Acquisition, completed July 15, 1998.

      THE RECORD and THE SARATOGIAN are situated  approximately  26 miles apart.
THE RECORD serves an area that has a population  of 169,500,  which has remained
substantially  unchanged since 1980. This area has average  household  income of
$50,700.  THE SARATOGIAN serves an area that has a population of 206,400 and had
population  growth of approximately 22% from 1980 to 2000. This area has average
household income of $62,100. THE ONEIDA DAILY DISPATCH serves an area that has a
population of 73,000 and had population  growth of approximately 1% from 1980 to
2000. This area has average  household  income of $55,500.  No local  television

                                       8

<PAGE>

stations exist in the communities which the  Capital-Saratoga  Region newspapers
serve. Further, the Company believes that its Capital-Saratoga Region properties
benefit from fragmented local radio markets.  As a result,  the Company believes
that each of its  newspapers  is a  significant  media outlet in its  respective
community,   thereby  making  these  newspapers  attractive  vehicles  for  area
advertisers.  THE RECORD,  THE  SARATOGIAN  and the COMMUNITY  NEWS benefit from
significant  cross-selling  of advertising.  These  newspapers also benefit from
significant  production  synergies.  Immediately  following  the  March 9,  1998
acquisition of THE SARATOGIAN and the COMMUNITY NEWS, the Company began printing
these  newspapers at THE RECORD plant in Troy,  taking advantage of that plant's
excess  capacity  and  achieving   significant  cost  efficiencies.   The  three
newspapers also share certain newsgathering  functions, and the Company believes
that additional synergies may be available between them.

      MID-HUDSON REGION OF NEW YORK. The Company owns one daily newspaper and 12
non-daily publications in the Mid-Hudson Region of New York. The daily newspaper
in this  cluster  is the DAILY  FREEMAN in  Kingston.  The  Company's  non-daily
publications  in this  cluster  are  the  Taconic  Press  group,  a group  of 10
non-daily  newspapers  in  Dutchess  County,  New York,  and THE  PUTNAM  COUNTY
COURIER,  serving  Putnam County,  New York.  The Mid-Hudson  Region cluster has
daily circulation of approximately  22,000,  Sunday circulation of approximately
29,000 and total non-daily distribution of approximately 254,000.

      The  following  table  sets  forth  information  regarding  the  Company's
publications in the Mid-Hudson Region of New York:

<TABLE>
<CAPTION>

                                   YEAR         YEAR                        DAILY         SUNDAY            NON-DAILY
         PUBLICATION           ORIGINATED(1)  ACQUIRED  LOCATION        CIRCULATION(2)  CIRCULATION(2)   DISTRIBUTION(3)
         -----------           -------------  --------  --------------  --------------  --------------   ---------------
<S>                                <C>         <C>      <C>                <C>              <C>             <C>
DAILY FREEMAN (4)...........       1871        1998     Kingston           21,515           28,564
Taconic Press
   11 publications..........       1846        1998     Millbrook                                           227,618
DOORWAYS (4) ...............       1983        1998     Kingston                                             26,400
                                                                           ------           ------          -------
TOTALS......................                                               21,515           28,564          254,018
                                                                           ======           ======          =======
</TABLE>
-----------------
(1) For merged newspapers and newspaper groups, the year given reflects the date
    of origination for the earliest publication.

(2) Circulation averages for the six months ended September 30, 2000,  according
    to ABC Fas-Fax Report.

(3) Non-daily  distribution includes  both  paid  and  free  distribution.  Paid
    distribution  for  THE PUTNAM  COUNTY  COURIER,  part of the  Taconic  Press
    publications, reflects the CAC Audit Report for the twelve months ended June
    30, 2000. All other distribution reflects average  distribution for December
    2000.

(4) Part of the Goodson Acquisition, completed July 15, 1998.

      The DAILY FREEMAN and Taconic Press serve markets in the Mid-Hudson region
of New York.  The DAILY FREEMAN  serves an area that has a population of 261,700
and had population  growth of  approximately 4% from 1980 to 2000. This area has
average household income of $54,600. Taconic Press newspapers serve an area that
has a population of 99,800 and had population  growth of approximately  13% from
1980 to 2000.  This area has average  household  income of  $71,200.  THE PUTNAM
COUNTY COURIER serves an area that has a population of 95,500 and had population
growth of approximately  30% from 1980 to 2000. This area has average  household
income of $92,300. One independent  television station (which serves a regional,
rather than a local  audience)  exists in the  communities  that the  Mid-Hudson
Region newspapers serve. The Company's  management  believes that its Mid-Hudson
Region properties also benefit from fragmented local radio Consequently, each of
these  newspapers is a  significant  media outlet in its  respective  community,
thereby making these newspapers  attractive  vehicles for area advertisers.  The
Mid-Hudson  Region  newspapers   benefits  from  significant   cross-selling  of
advertising,  production synergies and certain shared  newsgathering  synergies.
Certain publications in this cluster also benefit from advertising cross-selling
with  THE  REGISTER  CITIZEN  (Torrington,  CT) and  certain  of the  Housatonic
Publications (New Milford, CT), which serve Litchfield County, Connecticut.

ONLINE OPERATIONS

      Since 1995, for each of its  publications  the Company has been developing
Web sites,  which attract readers and advertisers.  The Company has published an
online  version of the NEW HAVEN REGISTER since 1995 and as of December 31, 2000

                                       9

<PAGE>

had 104 Web sites,  which  represent its various  newspapers and magazines.  The
Company has online editorial content and classified  advertising for each of its
daily newspapers and weekly newspaper  groups.  The Web sites include local news
and sports, advertising and information;  and supplement the Company's newspaper
and magazine publications.

      A number of the Web sites, in addition to having an individual publication
Web site, are aggregated "cluster" portal sites, combining publications within a
specific  geographic  area.  The  remaining  Company   newspapers,   along  with
CONNECTICUT  MAGAZINE,  have individual Web sites. All Web sites can be accessed
through the  corporate  Web site  (www.journalregister.com).  The following is a
list of the Company's  cluster portal Web sites and the  publications  that they
cover:

<TABLE>
<CAPTION>

GEOGRAPHIC CLUSTER                 PORTAL SITE                PUBLICATION COVERAGE
------------------                 -----------                --------------------

<S>                                <C>                        <C>
Connecticut.................       www.CTCentral.com          NEW HAVEN REGISTER (New Haven, CT)
                                                              THE BRISTOL PRESS (Bristol, CT)
                                                              THE HERALD (New Britain, CT)
                                                              THE REGISTER CITIZEN (Torrington, CT)
                                                              THE MIDDLETOWN PRESS (Middletown, CT)
                                                              CONNECTICUT MAGAZINE (TRUMBULL, CT)
                                                              Shore Line Newspapers (Guilford, CT)
                                                              Elm City Newspapers  (Milford, CT)
                                                              Imprint  Newspapers  (Bristol, CT)
                                                              Housatonic  Publications  (New Milford, CT)
                                                              Minuteman Newspapers (Westport, CT)
                                                              Foothills Trader  (Torrington, CT)

Greater Philadelphia.......        www.allaroundphilly.com    DELAWARE COUNTY DAILY AND SUNDAY TIMES
                                                                (Primos, PA)
                                                              DAILY LOCAL NEWS (West Chester, PA)
                                                              THE MERCURY (Pottstown, PA)
                                                              THE TIMES HERALD  (Norristown, PA)
                                                              THE PHOENIX (Phoenixville, PA)
                                                              THE TRENTONIAN (Trenton, NJ)
                                                              InterCounty  Newspaper Group (Bristol, PA)
                                                              Acme Newspapers (Ardmore, PA)
                                                              Suburban  Publications (Wayne, PA)

Capital-Saratoga Region of
 New York....................      www.CapitalCentral.com     THE RECORD (TROY, NY)
                                                              THE SARATOGIAN (Saratoga, Springs NY)

Central New England..........      www.RICentral.com          Southern Rhode Island Newspapers (Wakefield, RI)
                                                              KENT COUNTY DAILY TIMES (West Warwick, RI)

Mid-Hudson Region of
 New York....................      www.midhudsoncentral.com   Taconic Press (Millbrook, NY)
                                                              DAILY FREEMAN  (Kingston,  NY)
</TABLE>

     The primary source of online revenue is from  classified  advertising.  For
the year ended December 31, 2000, the 104 Web sites generated approximately $3.7
million of revenue as compared to approximately  $3.2 million for the year ended
December 26, 1999.  Excluding revenue generated by the Company's operations sold
in 2000,  online  revenue for the years ended December 31, 2000 and December 26,
1999 were $3.3 million and $2.6 million, respectively.

                                       10

<PAGE>

ADVERTISING

      Substantially all of the Company's advertising revenues are derived from a
diverse  group of local  retailers  and  classified  advertisers.  The Company's
management  believes that because its  newspapers  rely on a broad base of local
retail and local classified advertising,  rather than more volatile national and
major  account  advertising,  its  advertising  revenues  tend to be  relatively
stable.  Local  advertising is more stable than national  advertising  because a
community's  need for local services  provides a stable base of local businesses
and  because  local  advertisers  generally  have  fewer  effective  advertising
vehicles from which to choose.  Advertising revenues accounted for approximately
74.0% of the Company's total revenues for 2000. The Company's  advertising  rate
structures vary among its  publications  and are a function of various  factors,
including advertising effectiveness, local market conditions and competition, as
well as circulation,  readership,  demographics and type of advertising (whether
classified or display).  In 2000, local and regional  advertising  accounted for
the largest share of the Company's  advertising  revenues  (53.7%),  followed by
classified  advertising  (42.4%) and national  advertising (3.9%). The Company's
advertising  revenues  are not  reliant  upon any one company or  industry,  but
rather  are  supported  by a variety  of  companies  and  industries,  including
realtors, car dealerships,  grocery stores and other local businesses. No single
advertiser  accounted for more than 1% of the Company's  total 2000  advertising
revenues.  The Company's  corporate  management  works with its local  newspaper
management  to approve  advertising  rates and to establish  goals for each year
during a detailed annual budget process. As a result,  local management is given
little latitude for discounting  from the approved rates.  Corporate  management
also works with local advertising staff to develop marketing kits, presentations
and  third-party  research  studies.  A  portion  of the  compensation  for  the
Company's publishers is based upon increasing  advertising revenues. The Company
stresses the timely  collection of  receivables.  Compensation  of the Company's
sales personnel  depends in part upon  performance  relative to goals and timely
collection  of  advertising  receivables.   Additionally,  corporate  management
facilitates  the sharing of  advertising  resources and  information  across the
Company's publications.  See "Management's  Discussion and Analysis of Financial
Condition  and Results of  Operations  -- Certain  Factors  Which May Affect the
Company's Future Performance -- Dependence on Local Economies."

CIRCULATION

      The Company's circulation revenues are derived from home delivery sales of
publications  to  subscribers  and single copy sales made through  retailers and
vending racks.  Circulation  accounted for approximately  20.9% of the Company's
total revenues in 2000.  Approximately  66.1% of 2000 circulation  revenues were
derived from subscription sales and approximately  33.9% from single copy sales.
Single  copy sales  rates  currently  range from $.35 to $.50 per daily copy and
$.75 to $1.75 per Sunday  copy.  The Company  promotes  single copy sales of its
newspapers  because it  believes  that such sales have  higher  readership  than
subscription sales and that single copy readers tend to be more active consumers
of goods and services, as indicated by an NAA study. Single copy sales also tend
to  generate a higher  profit  than  subscription  sales,  as single  copy sales
generally have higher per unit prices and lower associated  distribution  costs.
As of  December  31,  2000,  the  Company  had total paid daily  circulation  of
582,500,  paid Sunday  circulation  of 565,000  and  non-daily  distribution  of
approximately  2.2 million,  most of which is  distributed  free of charge.  The
Company's  corporate  management  works with its local  newspaper  management to
establish  subscription  and single copy rates. In addition,  the Company tracks
rates of newspaper  returns and customer  service calls through  formal  reports
which are  reviewed  weekly in an effort to  optimize  the number of  newspapers
available  for sale and to improve  delivery and customer  service.  The Company
also  implements  creative and  interactive  programs and promotions to increase
readership  through both  subscription  and single copy sales.  Circulation  has
generally  declined  throughout the newspaper  industry in recent years, and the
Company's  newspapers  have generally  experienced  this trend,  even as overall
operating  performance  of its  newspapers  has  improved.  The Company seeks to
maximize the overall operating performance rather than maximizing circulation of
its individual newspapers.

OTHER OPERATIONS

      As of December  31, 2000 the Company  owned and operated  four  commercial
printing  facilities:  Imprint  Printing in North  Haven,  Connecticut;  Nittany
Valley   Offset  in  State   College,   Pennsylvania;   InterPrint  in  Bristol,
Pennsylvania;  and Midwest Offset in New  Philadelphia,  Ohio.  These operations
also print certain of the Company's publications. Commercial printing operations
and other  revenues  accounted  for  approximately  5.1% of the  Company's  2000
revenues.  The Company also owns Integrated  Newspaper Systems,  Inc., a company
that develops application software.

                                       11

<PAGE>



EMPLOYEES

      The  Company  employed  as  of  December  31,  2000  approximately   4,300
employees.  Certain  employees of the Company's  newspapers  are employed  under
collective bargaining agreements.

RAW MATERIALS

      The  basic  raw  material  for  newspapers  is  newsprint.  The  Company's
newsprint  consumption  (excluding  paper  consumed in the Company's  commercial
printing  operations)  totaled  approximately  $34.2 million in 2000,  which was
approximately  7.8% of the Company's  newspaper  revenues.  In 2000, the Company
consumed approximately 64,400 metric tons of newsprint, excluding paper consumed
in its  commercial  printing  operations.  The  average  price per metric ton of
newsprint  based on East Coast  transactions  prices in 2000,  1999 and 1998 was
$565, $510 and $596, respectively, as reported by the trade publication PULP AND
PAPER  WEEKLY.  The Company has no long-term  contracts  to purchase  newsprint.
Generally,  the  Company  has in the past  and  currently  purchases  all of its
newsprint  from two  suppliers,  although in the future the Company may purchase
newsprint from other suppliers.  Historically,  the percentage of newsprint from
each supplier has varied. The Company's  management  believes that concentrating
its newsprint  purchases in this way provides a more secure newsprint supply and
lower per unit prices. The Company's  management also believes that it purchases
newsprint at price levels  lower than those that are  available to  individually
owned small  metropolitan  and suburban  newspapers,  and consistent  with price
levels generally  available to the largest newsprint  purchasers.  The available
sources of newsprint  have been,  and the Company  believes will continue to be,
adequate to supply the Company's  needs.  The inability of the Company to obtain
an adequate  supply of  newsprint  in the future  could have a material  adverse
effect on the  financial  condition  and results of  operations  of the Company.
Historically,  the  price of  newsprint  has been  cyclical  and  volatile.  The
Company's average price per ton of newsprint increased approximately 6% in 2000,
decreased  approximately 13% in 1999 and increased approximately 8% in 1998. The
Company  believes  that if any price  decrease or increase is  sustained  in the
industry, the Company will also be impacted by such change. The Company seeks to
manage the effects of increases in prices of newsprint through a combination of,
among other things,  technology  improvements,  including web-width  reductions,
inventory  management and  advertising  and  circulation  price  increases.  The
Company also has reduced fringe  circulation in response to increased  newsprint
prices, as it is the Company's experience that such circulation does not provide
adequate response for advertisers.

COMPETITION

      While many of the Company's metropolitan and suburban daily newspapers are
the only daily newspapers of general  circulation  published in their respective
communities, they compete within their own geographic areas with other daily and
weekly newspapers of general circulation  published in adjacent or nearby cities
and towns.  Competition for advertising  expenditures and paid circulation comes
from local,  regional  and national  newspapers,  shoppers,  television,  radio,
direct mail,  online services and other forms of  communication  and advertising
media.  Competition for newspaper advertising expenditures is largely based upon
advertiser results, readership,  advertising rates, demographics and circulation
levels,  while  competition for circulation and readership is based largely upon
the  content  of  the  newspaper,   its  price  and  the  effectiveness  of  its
distribution. The Company's non-daily publications,  including shoppers and real
estate  guides,  primarily  compete  with direct mail  advertising,  shared mail
packages  and  other  private  advertising  delivery  services.   The  Company's
management  believes that, because of the relative  competitive  position of its
suburban and community  non-daily  publications  in the  communities  which they
serve,  such publications  generally have been able to compete  effectively with
other forms of media  advertising.  Commercial  printing,  a highly  competitive
business,  is largely driven by price and quality. See "Management's  Discussion
and Analysis of Financial Condition and Results of Operations -- Certain Factors
Which  May  Affect  the  Company's  Future  Performance  --  Newspaper  Industry
Competition."

SEASONALITY

      Newspaper  companies  tend to follow a  distinct  and  recurring  seasonal
pattern. The first quarter of the year  (January-March)  tends to be the weakest
quarter because advertising volume is then at its lowest level. Correspondingly,
the fourth quarter  (October-December)  tends to be the strongest  quarter as it
includes heavy holiday season advertising.

                                       12

<PAGE>



ENVIRONMENTAL MATTERS

      As is the case with other newspaper and similar publishing companies,  the
Company is subject to a wide  range of  federal,  state and local  environmental
laws and regulations pertaining to air and water quality,  storage tanks and the
management  and  disposal  of  wastes  at its  facilities.  To the  best  of the
Company's  knowledge,  its operations are in material compliance with applicable
environmental  laws  and  regulations,  as  currently  interpreted.   Management
believes that continued  compliance  with these laws and  regulations  would not
have a material adverse effect on the Company's  financial  condition or results
of  operations.  The  Company  is  in  the  process  of  monitoring  groundwater
contamination that has been detected at one of its facilities, which the Company
acquired as part of the Goodson  Acquisition.  The Company's management believes
that the remediation of any such groundwater  contamination,  if required,  will
not have a material  adverse  effect on its  financial  condition  or results of
operations.  The  Company  is fully  indemnified  for all costs and  liabilities
arising  out of this  issue by the  seller  as part of the  Goodson  Acquisition
purchase  agreement.  See  "Management's  Discussion  and  Analysis of Financial
Condition  and Results of  Operations  -- Certain  Factors  Which May Affect the
Company's Future Performance -- Environmental Matters."

REGULATION

      Paid  or  requestor  circulation   newspapers  with  "periodical"  mailing
privileges are required to obtain a "periodical" permit from, and file an annual
Statement of Ownership,  Mailing and Circulation  with, the United States Postal
Service.  There is no  significant  regulation  with respect to  acquisition  of
newspapers,   other  than   filings   under  the   Hart-Scott-Rodino   Antitrust
Improvements Act of 1976, as amended.

                                       13

<PAGE>



ITEM 2.  PROPERTIES.

      The Company  operates 100  facilities  used in the course of producing and
publishing  its  daily  and  non-daily  publications.  Approximately  65 of  the
Company's  facilities are leased for terms ranging from one to five years. These
leased  facilities range in size from  approximately  160 to 70,000 square feet.
The location and approximate size of the principal physical  properties (greater
than 1,500 square feet) used by the Company at December 31, 2000, as well as the
expiration  date of the leases  relating  to such  properties  which the Company
leases are set forth below:

<TABLE>
<CAPTION>

                                  APPROXIMATE AREA IN SQUARE FEET
                              -------------------------------------         LEASE
          LOCATION            OWNED SQUARE FEET  LEASED SQUARE FEET    EXPIRATION DATE
          --------            -----------------  ------------------    ---------------
<S>                              <C>                  <C>                  <C>
Trenton, NJ...............        54,642(1)(3)        18,889(2)            11/30/05
New Haven, CT.............       205,000(1)(3)
New Britain, CT...........        33,977(1)(3)
Bristol, CT...............        40,000(1)
Torrington, CT............        36,120(1)(3)
Middletown, CT............        30,000(1)
North Haven, CT...........        24,000(1)(3)        10,000(3)(4)         12/31/05
Guilford, CT..............        18,400(1)            2,500(1)             5/31/01
Colchester, CT............                             1,900(1)            12/31/02
Trumbull, CT..............                             6,187(1)              1/9/04
Westport, CT..............                             1,620(1)            12/31/02
Milford, CT...............        11,745(1)
New Milford, CT...........                             6,840(1)             8/15/03
Old Saybrook, CT..........                             1,950(1)             3/31/01
Willoughby, OH............        80,400(1)(3)
Lorain, OH................        68,770(1)(3)         2,000(4)             9/30/01
New Philadelphia, OH......        85,567(1)(3)(5)
Turnersville, NJ..........        11,032(1)
West Chester, PA..........        34,000(1)(3)
Norristown, PA............        40,000(1)(3)
Newtown, PA...............                              2,700(1)            3/31/03
Philadelphia, PA..........                              1,500(1)            9/30/02
Ridley, PA................         8,000(1)
Phoenixville, PA..........        10,696(1)
Wayne, PA.................        11,980(1)
State College, PA.........        23,365(1) (3)        2,800(4)             8/31/01
Bristol, PA...............                            70,000(1)(3)         12/31/04
Fall River, MA............        57,571(1)(3)
Taunton, MA...............        21,100(1)
Troy, NY..................        50,000(1)(3)
Saratoga, NY..............        11,000(1)
Woonsocket, RI............        49,338(1)(3)
Pawtucket, RI.............        41,096(1)
Wakefield, RI.............        11,750(1)
Oneida, NY................        24,000(1)(3)
Kingston, NY..............        25,800(1)(3)
Ardmore, PA...............        25,250(1)
Media, PA.................                             4,500(1)             4/30/04
Primos, PA................        85,000(1)(3)
Pottstown, PA.............        48,000(1)(3)         7,031(3)             3/31/02
Massillon, OH.............        25,000(1)(5)
Millbrook,  NY............         5,000(1)
Rhinebeck, NY.............         2,000(1)
West Warwick, RI..........        13,650(1)

</TABLE>

(1)   Offices                       (4)   Warehouse
(2)   Corporate headquarters        (5)   Sold January 31, 2001
(3)   Production facility

                                       14

<PAGE>

       Management believes that all of its properties are in good condition, are
generally  well  maintained and are adequate for their current  operations.  See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations - Liquidity and Capital Resources."

ITEM 3.   LEGAL PROCEEDINGS.

      The  Company is  involved in a number of  litigation  matters,  which have
arisen in the ordinary course of business. The Company believes that the outcome
of these  legal  proceedings  will not have a  material  adverse  effect  on the
Company's  financial  condition  or results  of  operations.  See  "Management's
Discussion  and Analysis of Financial  Condition  and Results of  Operations  --
Certain   Factors   Which  May  Affect  the  Company's   Future   Performance  -
Environmental Matters."

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

      None.

EXECUTIVE OFFICERS OF THE REGISTRANT

      The following table sets forth-certain information as of December 31, 2000
with  respect to each  person who is an  executive  officer of the Company as of
such date:

OFFICER                                  POSITION
-------                                  --------

Robert M. Jelenic......................  Chairman, President and Chief
                                         Executive Officer
Jean B. Clifton........................  Executive Vice President, Chief
                                         Financial Officer
                                           and Secretary
Thomas E. Rice.........................  Senior Vice President, Operations
Allen J. Mailman.......................  Senior Vice President, Technology
W. Wilson Dorward......................  Senior Vice President, Finance and
                                         Treasurer
William J. Higginson...................  Vice President, Production
Edward J. Melando......................  Corporate Controller

      ROBERT  M.  JELENIC  is the  Chairman,  President  and  Chief  Executive
Officer of the Company.  He has been  President  and Chief  Executive  Officer
since the  inception  of the  Company,  and has been a director of the Company
and  its   predecessors  for  more  than  the  past  ten  years.  A  Chartered
Accountant,  Mr.  Jelenic  began his business  career with Arthur  Andersen in
Toronto,  Canada. Mr. Jelenic has 25 years of senior management  experience in
the  newspaper  industry,  including 12 years with the Toronto Sun  Publishing
Corp.  Mr.  Jelenic  graduated  Honors  Bachelor of Commerce  from  Laurentian
University,  Sudbury,  Ontario.  Mr.  Jelenic  is a director  of the NAA.  Mr.
Jelenic is 50 years old.

      JEAN B. CLIFTON has been a director of the Company and its  predecessors
for more  than  the past  seven  years.  Ms.  Clifton  is the  Executive  Vice
President,  Chief  Financial  Officer and Secretary of the Company,  positions
she has held since the Company's inception.  Prior to joining the Company, Ms.
Clifton, a Certified Public Accountant,  was employed by Arthur Young & Co. (a
predecessor  to  Ernst & Young  LLP).  Ms.  Clifton  has 15  years  of  senior
management  experience in the newspaper  industry.  Ms. Clifton is a member of
the Board of Managers  and  Executive  Committee  of AdOne,  LLC, the Board of
Trustees of Junior  Achievement of Central New Jersey,  the Honorary  Advisory
Board of  KidsBridge  Children's  Cultural  Center  in  Trenton,  the Board of
Directors of the Fresh Air Fund and the Postal  Affairs and Employee  Benefits
Committees of the Newspaper Association of America.

      THOMAS E. RICE is Senior Vice President of Operations of the Company,  a
position he has held since  November  2000.  From the inception of the Company
to  November  2000  Mr.  Rice  was  located  in St.  Louis,  MO,  where he was
President  and CEO of the Suburban  Journals and THE  TELEGRAPH in Alton,  IL,
which  the  Company  sold  in  2000.  Mr.  Rice  began  his  career  with  Lee
Enterprises  in 1963 and has held senior  management  positions  with  Tribune
Co.,  Times  Mirror,  Media News and the  Chicago  Sun Times.  Mr. Rice has 38
years of  experience in the  newspaper  industry.  Mr. Rice is a member of the
Newsprint  Committee of the NAA. Mr. Rice attended the  University of Nebraska
and Roosevelt University in Chicago. Mr. Rice is 56 years old.

      ALLEN J. MAILMAN is Senior Vice  President of Technology of the Company,
a position he has held since February  1999.  From March 1994 to February 1999
he was Vice  President  of  Technology  of the  Company.  From  the  Company's
inception  in 1990 to March  1994,  Mr.  Mailman  was  Corporate  Director  of
Information   Services  of  the  Company.   He  has  26  years  of  management
experience  in the  newspaper  industry,  including  14  years  with  Newhouse

                                       15

<PAGE>

Publications.  Mr.  Mailman  received a Bachelor of Arts  degree in  Economics
and Mathematics from the University of Oklahoma.  Mr. Mailman is 53 years old.

      W. WILSON  DORWARD is Senior Vice  President,  Finance and  Treasurer of
the Company,  a position he has held since  joining the Company in March 1999.
Prior to joining the Company,  Mr. Dorward held  positions as Chief  Financial
Officer of GOCOM Communications,  LLC, a television and radio operator, and as
Vice  President  and  Treasurer of  Susquehanna  Pfaltzgrapp  Co., a media and
manufacturing  company. Mr. Dorward has 20 years of media industry experience.
Mr.  Dorward  received a Master of  Business  Administration  from the Wharton
Graduate  Division,  University  of  Pennsylvania  and a Juris Doctor from the
Dickinson School of Law. Mr. Dorward is 52 years old.

      WILLIAM J. HIGGINSON is Vice  President of Production of the Company,  a
position he has held since July 1995.  From January 1994 to July 1995,  he was
Corporate  Production  Director of the  Company.  From January 1991 to January
1994, he was  Production  Director of the NEW HAVEN  REGISTER and from 1989 to
January 1991 he was Production  Director of THE TRENTONIAN.  Mr. Higginson has
28 years of experience in the newspaper  industry.  Mr.  Higginson is 45 years
old.

      EDWARD J. MELANDO is Corporate  Controller of the Company, a position he
has held since  joining  the  Company  in August  2000.  Prior to joining  the
Company,  Mr.  Melando  was  Controller  for  Asarco  Incorporated,  a  public
multinational  Fortune  500 mining  company,  where he had worked for  sixteen
years in various  financial  positions.  Prior to that he was a senior auditor
at Deloitte and Touche.  Mr. Melando is a Certified Public  Accountant and has
a Bachelor of Science  degree in  Management  Science from Kean College of New
Jersey. Mr. Melando is 45 years old.

                                       16

<PAGE>

                                     PART II

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

      The  Company's  common  stock,  par value  $0.01 per  share  (the  "Common
Stock"),  commenced  trading on the New York Stock Exchange on May 8, 1997 under
the symbol "JRC." The following  table reflects the high and low sale prices for
the Common Stock, based on the daily composite listing of stock transactions for
the New York Stock Exchange, for the periods indicated:

                                              (Per Share)

                                          HIGH           LOW
                                          ----           ---

        YEAR ENDED DECEMBER 31, 2000
        ----------------------------

        Fourth Quarter                   $18 1/2        $15 1/8
        Third Quarter                     19 3/8         15 3/4
        Second Quarter                    18 7/8         12 7/8
        First Quarter                     15 7/8         11 7/16

        YEAR ENDED DECEMBER 26, 1999
        ----------------------------

        Fourth Quarter                   $15 3/4        $11 13/16
        Third Quarter                     21 7/8         13 7/16
        Second Quarter                    23             11 3/8
        First Quarter                     15 7/8         11 11/16


      On March 27, 2001,  there were  approximately 74 stockholders of record of
the  Common  Stock.  The  Company  believes  that  it  has  approximately  1,789
beneficial owners.

      The  Company  has not paid  dividends  on the  Common  Stock  and does not
currently anticipate paying dividends on the Common Stock. The Company currently
intends to retain  future cash flow to increase  shareholder  value by acquiring
additional  newspapers,  reducing  debt,  purchasing  the  Company's  stock  and
reinvesting in the Company's operations.  In addition,  the Credit Agreement (as
hereinafter  defined)  places  limitations  on  the  Company's  ability  to  pay
dividends or make any other  distributions  on the Common  Stock.  See Note 4 of
"Notes to Consolidated Financial Statements." Any future determination as to the
payment of dividends will be subject to such prohibitions and limitations,  will
be at the discretion of the Company's  Board of Directors and will depend on the
Company's results of operations,  financial condition,  capital requirements and
other factors deemed relevant by the Board of Directors.

       Journal  Register  Company  conducts its  operations  through  direct and
indirect  subsidiaries.  The Company's  available cash will depend upon the cash
flow of its  subsidiaries  and the  ability of such  subsidiaries  to make funds
available  to the  Company in the form of loans,  dividends  or  otherwise.  The
subsidiaries  are separate and distinct  legal  entities and have no obligation,
contingent or otherwise, to make funds available to the Company,  whether in the
form of loans,  dividends  or  otherwise.  The  Credit  Agreement  is secured by
substantially  all of the assets of the Company and the common  stock and assets
of the Company's  subsidiaries.  In addition,  the Company's  subsidiaries  may,
subject to  limitations  contained in the Credit  Agreement,  become  parties to
financing  arrangements  which may  contain  limitations  on the ability of such
subsidiaries  to pay  dividends or to make loans or advances to the Company.  In
the event of any insolvency,  bankruptcy or similar proceedings of a subsidiary,
creditors of such  subsidiary  would  generally be entitled to priority over the
Company with respect to assets of the affected subsidiary.

                                       17

<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA.

      The following  selected  financial data (except number of newspapers)  has
been derived from the audited financial  statements of the Company and should be
read in  conjunction  with  "Management's  Discussion  and Analysis of Financial
Condition and Results of Operations" and the Consolidated  Financial  Statements
and notes thereto included elsewhere in this report:

<TABLE>
<CAPTION>

                                                           Year Ended     Year Ended            Year Ended December 31,
                                                           December 31,   December 26   ------------------------------------
                                                              2000          1999(1)        1998         1997         1996
                                                           ------------   -----------   ----------   ----------   ----------
                                                                    (Dollars in thousands, except per share amounts)
<S>                                                         <C>            <C>          <C>          <C>          <C>
STATEMENT OF INCOME DATA:
Revenues:
   Advertising..........................................    $ 343,130      $ 348,995    $ 312,908    $ 266,914    $ 256,971
   Circulation..........................................       96,852         96,783       89,388       80,211       79,776
                                                            ---------      ---------    ---------    ---------    ---------
Newspaper revenues......................................      439,982        445,778      402,296      347,125      336,747
Commercial printing and other...........................       23,987         23,787       24,484       12,282       14,373
                                                            ---------      ---------    ---------    ---------    ---------
                                                              463,969        469,565      426,780      359,407      351,120
Operating expenses:
   Salaries and employee benefits.......................      155,161        157,110      139,216      114,302      111,626
   Newsprint, ink and printing charges..................       46,533         48,432       53,594       40,452       50,110
   Selling, general and administrative..................       47,008         45,318       39,047       30,450       30,993
   Depreciation and amortization........................       27,616         28,798       23,844       20,480       20,525
   Other................................................       58,395         57,975       52,012       40,783       38,976
   Special charge(2)....................................           --             --           --       31,899           --
                                                            ---------      ---------    ---------    ---------    ---------
                                                              334,713        337,633      307,713      278,366      252,230
                                                            ---------      ---------    ---------    ---------    ---------
Operating income........................................      129,256        131,932      119,067       81,041       98,890
Net interest and other expense..........................      (48,020)       (52,347)     (45,321)     (42,288)     (56,472)
Gain on sale of newspaper properties....................      180,720             --           --           --           --
Income before provision for income taxes,
   equity interest and extraordinary item ..............      261,956         79,585       73,746       38,753       42,418
Provision for income taxes..............................       90,951         31,694       28,112       15,784       14,309
                                                            ---------      ---------    ---------    ---------    ---------
Income before extraordinary item and equity interest ...      171,005         47,891       45,634       22,969       28,109
Equity interest.........................................       (1,624)          (226)          --           --           --
                                                            ---------      ---------    ---------    ---------    ---------
Income before extraordinary item........................      169,381         47,665       45,634       22,969       28,109
Extraordinary item (3)..................................           --             --       (4,495)          --           --
                                                            ---------      ---------    ---------    ---------    ---------
Net income .............................................    $ 169,381      $  47,665    $  41,139    $  22,969    $  28,109
                                                            =========      =========    =========    =========    =========

Income before extraordinary item per common
  share (basic).........................................    $    3.74      $    1.02    $     .94    $     .51    $      --
Income before extraordinary item
  per common share (diluted)............................    $    3.72      $    1.02    $     .94    $     .51    $      --
Net income per common share (basic).....................    $    3.74      $    1.02    $     .85    $     .51    $      --
Net income per common share (diluted)...................    $    3.72      $    1.02    $     .85    $     .51    $      --
Pro forma net income per common share(4)................    $      --      $      --    $      --    $      --    $     .74

OTHER DATA:
EBITDA(5) (6)...........................................    $ 156,871      $ 160,730    $ 146,706    $ 133,420    $ 119,415
EBITDA Margin(6)........................................        33.8%          34.2%        34.4%        37.1%        34.0%
Tangible net income, as adjusted(5)(6)..................       60,960         58,887       55,537       46,042       31,905
Tangible net income, as adjusted, per common share(5)(6)    $    1.34      $    1.26    $    1.14    $    1.02    $      --
Capital expenditures....................................    $  21,550      $  18,081    $  14,353    $   9,727    $   7,675
Net cash provided by operating activities...............    $  62,915      $  90,595    $  80,344    $  66,030    $  60,065
Net cash provided by (used in) investing activities.....    $ 195,206      $ (32,727)   $(354,213)   $ (19,447)   $ (25,700)
Net cash provided by (used in)financing activities......    $(254,716)     $ (63,320)   $ 274,228    $ (46,946)   $ (34,441)
Number of daily newspapers, end of period...............           24             25           24           18           18
Number of non-daily publications, end of period.........          158            200          185          141          118

</TABLE>

                                       18

<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA (CONTINUED)

<TABLE>
<CAPTION>

                                                           Year Ended     Year Ended            Year Ended December 31,
                                                           December 31,   December 26   ------------------------------------
                                                              2000          1999(1)        1998         1997         1996
                                                           ------------   -----------   ----------   ----------   ----------
                                                                                     (Dollars in thousands)
<S>                                                         <C>            <C>          <C>          <C>          <C>
BALANCE SHEET DATA:
Total current assets................................        $  79,359      $  88,397    $  81,878    $  77,833    $  66,035
Property, plant and equipment, net..................          104,178        107,522       99,978       92,620       91,713
Total assets........................................          657,350        687,180      671,869      327,931      305,985
Total current liabilities, less current
   maturities of long-term debt.....................           51,542         53,380       50,124       39,034       37,720
Total debt, including current maturities............          494,635        731,467      765,000      490,774      654,825
Stockholders' deficit...............................        $ (55,726)     $(207,383)   $(225,313)   $(266,242)   $(423,658)

</TABLE>

(1)   In 1999,  the Company  changed  its fiscal year from a calendar  year to a
      fiscal year ending on the last Sunday of the calendar year.

(2)   The 1997 special charge of $31.9 million  (before benefit for income taxes
      of $13.0  million) was incurred in connection  with the Company's  initial
      public offering and was comprised of $28.4 million for a management  bonus
      and $3.5 million for the  discontinuance  of a management  incentive plan.
      The  management  bonus was comprised of 1.1 million shares of Common Stock
      and a cash portion to satisfy the recipients' tax obligations arising from
      the management bonus.

(3)   The 1998  extraordinary  item  represents a charge of $4.5 million (net of
      tax) related to the early  extinguishment  of debt in connection  with the
      prior credit agreement.

(4)   Pro forma net income per common share for 1996 was  calculated  reflecting
      the  37,962,500  shares  which were  issued and  outstanding  prior to the
      Company's initial public offering, but subsequent to December 31, 1996.

(5)   The 1998 data  excludes  the  effects of special  charges  ($3.8  million,
      before tax benefit, $3.2 million of which was recorded in selling, general
      and administrative,  and approximately $630,000 in other expenses) related
      to  the   cancellation  of  the  Company's   convertible   debt  offering,
      integration  of the  Goodson  Acquisition,  and  an  increase  to  certain
      receivable  reserves and an extraordinary item ($4.5 million,  net of tax)
      as discussed in Note (3) above.  The 1997 data  excludes the effect of the
      special charge of $31.9 million  (before benefit for income taxes of $13.0
      million) as discussed above in Note (2).

(6)   EBITDA  is  defined  by  the  Company  as  operating  income  (loss)  plus
      depreciation,  amortization  and other non-cash,  special or non-recurring
      charges.  Tangible net income is defined as net income,  excluding  equity
      interest, plus after-tax amortization.  EBITDA and tangible net income are
      not  intended to  represent  cash flow from  operations  and should not be
      considered  as  alternatives  to  operating  or  net  income  computed  in
      accordance  with  generally  accepted  accounting  principles  ("GAAP") as
      indicators of the Company's operating performance, as alternatives to cash
      from operating  activities  (as determined in accordance  with GAAP) or as
      measures of liquidity.

      The Company believes that EBITDA is a standard  measure commonly  reported
      and widely used by analysts, investors and other interested parties in the
      media industry. Accordingly, this information has been disclosed herein to
      permit a more complete  comparative  analysis of the  Company's  operating
      performance relative to other companies in the industry.  However, not all
      companies calculate EBITDA and tangible net income using the same methods;
      therefore,  the EBITDA and tangible net income figures set forth above may
      not be  comparable  to EBITDA and  tangible  net income  reported by other
      companies.  Certain covenants  contained in the Company's Credit Agreement
      are based upon  EBITDA.  See  "Management's  Discussion  and  Analysis  of
      Financial  Condition and Results of  Operations."  Tangible net income per
      share is calculated  using the  weighted-average  shares  outstanding on a
      diluted basis.

                                       19

<PAGE>

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

      THE FOLLOWING  DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION  WITH
THE HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO AND THE OTHER
FINANCIAL INFORMATION APPEARING ELSEWHERE IN THIS REPORT.

GENERAL

      The  Company's  business is publishing  newspapers  in the United  States,
where its  publications  are  primarily  daily  and  non-daily  newspapers.  The
Company's revenues are derived primarily from advertising,  paid circulation and
commercial printing.

      As of  December  31,  2000,  the  Company  owned  and  operated  24  daily
newspapers  and  158  non-daily  publications  strategically  clustered  in  six
geographic areas: Connecticut;  Greater Philadelphia; Ohio; Central New England;
and the  Capital-Saratoga  and Mid-Hudson,  New York regions. As of December 31,
2000,  the Company had total paid daily  circulation of  approximately  582,500,
total paid Sunday  circulation  of  approximately  565,000  and total  non-daily
distribution of approximately 2.2 million.

      The Company's objective is to continue its growth in revenues,  EBITDA and
net income.  The principal elements of the Company's strategy are to: (i) expand
advertising  revenues and readership,  (ii) grow by  acquisition,  (iii) capture
synergies from  geographic  clustering and (iv) implement  consistent  operating
policies  and  standards.  From 1993  through  December  31,  2000,  the Company
successfully completed 17 strategic acquisitions, acquiring 13 daily newspapers,
126 non-daily publications and three commercial printing companies, two of which
print a number of the  non-daily  publications;  the third is a premium  quality
sheet-fed printing company.

      The Company sold certain of its  operations  in the Greater St. Louis area
in two  transactions  in August and October of 2000.  The Company  also sold two
daily newspapers and a commercial  printing  operation in the south central part
of Ohio on January 31, 2001. This sales process, which was announced in February
2000 and completed on January 31, 2001, resulted in a strategic repositioning in
six geographic  clusters and a substantial  reduction in the Company's leverage.
The proceeds  were used to reduce the  Company's  outstanding  debt,  repurchase
stock and for a strategic  acquisition  in the  Company's  Greater  Philadelphia
cluster.

      The Company's  management  believes that its  newspapers  are effective in
addressing the needs of local readers and advertisers.  The Company's management
believes  that because its  newspapers  rely on a broad base of local retail and
local  classified  advertising,  rather than more  volatile  national  and major
account advertising, its advertising revenues tend to be relatively stable.

      As part of the  Company's  strategy,  the  Company  focuses on  increasing
advertising  and circulation  revenues and expanding  readership at its existing
and newly acquired properties.  The Company has also developed certain operating
policies  and  standards   which  it  believes  have  resulted  in   significant
improvements  in the cash flow and  profitability  of its  existing and acquired
newspapers,  including:  (i) focusing on local  content,  (ii)  maintaining  and
improving  product  quality,  (iii)  enhancing  distribution  and (iv) promoting
community involvement.

      In addition,  the Company is committed to expanding  its business  through
its   Internet   initiatives.   The   Company's   online   mission  is  to  make
journalregister.com  Web sites the  indispensable  source of useful and reliable
community news,  sports and information in their markets by making its Web sites
the local  information  portal for their  markets.  As of December 31, 2000, the
Company  operated 104 Web sites  featuring the Company's  daily  newspapers  and
non-daily publications.

      On November 9, 1999, the Company  elected to change its fiscal year from a
calendar  year end to a fiscal  year  ending  on the last  Sunday  in  December.
Accordingly, the Company's 2000 and 1999 fiscal years ended on December 31, 2000
and December 26, 1999, respectively.

                                       20

<PAGE>

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 26, 1999

FOR COMPARISON  PURPOSES,  WHERE NOTED, THE COMPANY'S FISCAL YEARS 2000 AND 1999
RESULTS ARE  PRESENTED ON A PRO FORMA BASIS,  WHICH  EXCLUDES THE RESULTS OF THE
GREATER ST. LOUIS  CLUSTER  NEWSPAPERS  SOLD IN 2000.  ALSO,  WHERE  NOTED,  THE
COMPANY'S RESULTS ARE PRESENTED ON A COMPARABLE DAY BASIS, WHICH ADJUSTS FOR THE
ESTIMATED IMPACT OF THE ADDITIONAL DAYS RESULTING FROM THE COMPANY'S CHANGE TO A
52/53-WEEK BASIS.

      SUMMARY.  Net  income  for the year  ended  December  31,  2000 was $169.4
million,  or $3.72 per diluted share, versus $47.7 million, or $1.02 per diluted
share for the year ended December 26, 1999.  Excluding  special items,  earnings
per diluted  share were $1.07 for the year ended  December 31, 2000.  EBITDA for
the year ended  December 31, 2000, on a pro forma basis,  increased $3.8 million
to $145.9 million as compared to the prior year.

      The special  items  reported in the current year results  include a $180.7
million  pre-tax gain on the sale of the Company's St. Louis cluster  operations
and the reversal of certain tax accruals.

      REVENUES.  Reported  revenues  were  $464.0  million  for the  year  ended
December 31, 2000 as compared to $469.6  million for the year ended December 26,
1999.  The decline was mainly due to the sale of St.  Louis  cluster,  partially
offset by increased  revenues  resulting  from the Company's  change to a fiscal
52/53-week year and higher advertising revenues.

      PRO FORMA REVENUES. Pro forma revenues increased by 4.1% to $420.4 million
or  approximately  1.8% on a comparable  day basis.  On a comparable  day basis,
increases in advertising  revenues of  approximately  3.1% and commercial  print
revenues of 1.5% were partially  offset by lower  circulation  revenues.  Online
revenues,  included in advertising revenues, were approximately $3.3 million, an
increase of approximately 30.0%.

      SALARIES AND EMPLOYEE  BENEFITS.  Salaries and employee  benefit  expenses
were 33.4% of the  Company's  revenues  for the year  ended  December  31,  2000
compared to 33.5% for the year ended  December 26,  1999.  Salaries and employee
benefits  decreased $1.9 million,  or 1.2% in 2000 to $155.2 million.  Pro forma
salaries and employee  benefits  increased $3.4 million,  or 2.5%, mainly due to
the  additional  days in 2000  resulting  from the Company's  change to a fiscal
52/53-week year.

      NEWSPRINT, INK AND PRINTING CHARGES. For the year ended December 31, 2000,
newsprint,  ink and printing  charges were 10.0% of the Company's  revenues,  as
compared  to 10.3% for the year ended  December  26,  1999.  Newsprint,  ink and
printing  charges  decreased $1.9 million,  or 3.9%, for the year ended December
31, 2000 as compared to the prior year due to the sale of the St. Louis cluster.
Pro forma newsprint,  ink and printing charges increased $2.0 million,  or 5.6%,
primarily  due to an increase of  approximately  6% in newsprint  prices and the
estimated  impact of the  additional  days in 2000 as compared to 1999 resulting
from the Company's  change to a fiscal year,  partially offset by a reduction in
consumption.

      SELLING,  GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses  were  10.1% and 9.7% of the  Company's  revenues  for the years  ended
December 31, 2000 and December  26,  1999,  respectively.  On a pro forma basis,
selling,  general and  administrative  expenses for the year ended  December 31,
2000 increased  $4.1 million from $37.8 million to $41.9 million,  due primarily
to increased  promotional  activity associated with the Company's revenue growth
and the  estimated  impact of the  additional  days in 2000 as  compared to 1999
resulting from the Company's change to a fiscal year.

      DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses were
6.0% and 6.1% of the  Company's  revenues for the years ended  December 31, 2000
and December 26, 1999,  respectively.  Depreciation  and  amortization  expenses
decreased  $1.2 million,  or 4.1%, to $27.6 million for the year ended  December
31,  2000  primarily  due to  the  sale  of  the  St.  Louis  cluster.  Goodwill
amortization  for the year ended December 31, 2000 was $12.5 million,  including
approximately $500,000 related to the operations sold in 2000 and 2001. On a pro
forma basis, depreciation and amortization decreased $430,000, or 1.6%, to $26.6
million.

      OTHER  EXPENSES.  Other  expenses  were $58.4  million  for the year ended
December 31, 2000 as compared to $58.0  million for the year ended  December 26,
1999. On a pro forma basis, other expenses  increased to $3.3 million,  or 6.7%,
to $52.2  million  due in part to  increases  in  expenses  associated  with the
Company's Internet operations and the estimated impact of the additional days in
2000 resulting from the Company's change to a fiscal year.

                                       21


<PAGE>

      OPERATING  INCOME.  Operating income decreased $2.7 million,  or 2.0%, for
the year ended December 31, 2000 to $129.3 million as compared to $131.9 million
in 1999. Pro forma operating income  increased $4.2 million,  or 3.7%, to $119.4
million.

      NET INTEREST AND OTHER EXPENSES.  Net interest and other expense decreased
$4.3 million from the year ended December 31, 2000 as compared to the year ended
December  26,  1999,  principally  due  to  a  reduction  in  average  net  debt
outstanding  during 2000 as compared to 1999.  The reduction in average net debt
is due  primarily  to the sale of the St.  Louis  cluster  and cash  flows  from
operations.

      GAIN ON THE SALE OF NEWSPAPER PROPERTIES.  On August 10, 2000, the Company
completed its sale of substantially all of the assets of the Suburban Newspapers
of Greater St. Louis and all of the issued and outstanding  capital stock of The
Ladue News,  Inc.  (collectively,  "St.  Louis") and  reported a pre-tax gain of
$141.1 million  ($88.4 million  after-tax) on the sale. On October 24, 2000, the
Company sold substantially all the assets of its Alton, Illinois newspaper,  THE
TELEGRAPH  ("Alton")  and reported a pre-tax  gain of $39.6  million on the sale
($24.6 million after-tax).

      PROVISION  FOR INCOME TAXES.  The provision for income taxes  increased by
$59.3  million from  December 26, 1999 to December  31, 2000,  primarily  due to
$67.7  million of income taxes  provided  for the sale of the St. Louis  cluster
partially offset by an approximately  $8.0 million reduction of income taxes due
to the  reversal  of  certain  accruals  which were  determined  to no longer be
required.

      EQUITY INTEREST.  The loss on equity interest of $1.6 million recorded for
the year ended December 31, 2000 represents the Company's pro rata share (7.14%)
of the net  loss  for the  period  of  AdOne,  LLC,  a  provider  of  classified
advertising  on the  internet,  and  compares  to a loss on equity  interest  of
$226,000 in the prior year.  Journal Register Company's  investment  interest in
AdOne, LLC commenced in August 1999.

      OTHER  INFORMATION.  Tangible  net income for the year ended  December 31,
2000 was $61.0 million,  or $1.34 per share,  as compared to $58.9  million,  or
$1.26 per share, for the year ended December 26, 1999.

YEAR ENDED DECEMBER 26, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

      REPORTING  PERIOD. As stated above, in 1999 the Company changed its fiscal
year and  consequently  ended the year on December 26, 1999.  Therefore,  unless
specified  otherwise,  all comparisons to the 1998 reporting period are affected
by the loss of days in the 1999 year-end period.

      REVENUES.  In 1999,  revenues increased $42.8 million, or 10.0%, to $469.6
million,  primarily due to  acquisitions.  Newspaper  revenues  increased  $43.5
million,  or 10.8%,  to $445.8  million in 1999,  principally  due to  increased
advertising revenue as a result of acquisitions.  Circulation revenues increased
approximately  $7.4  million,  or 8.3%,  to $96.8  million  in 1999.  Commercial
printing  and other  represented  5.1% of the  Company's  revenues  in 1999,  as
compared to 5.7% in 1998.  Online  revenues,  included in advertising  revenues,
increased  75% from the prior year period to $3.2 million.  Revenues,  including
the five-day  period ended  December 31,  1999,  increased  approximately  $47.4
million, or 11.1%, from the prior year.

      SALARIES AND EMPLOYEE  BENEFITS.  Salaries and employee  benefit  expenses
were 33.5% of the  Company's  revenues in 1999 and 32.6% in 1998.  Salaries  and
employee benefits increased $17.9 million,  or 12.9%, in 1999 to $157.1 million,
primarily due to acquisitions and increased pension expense.

      NEWSPRINT,  INK AND PRINTING CHARGES. In 1999, newsprint, ink and printing
charges  were 10.3% of the  Company's  revenues,  as  compared to 12.6% in 1998.
Newsprint,  ink and printing charges decreased $5.2 million, or 9.6%, in 1999 as
compared to 1998.  During  1999,  the average  newsprint  price per ton declined
approximately  13% from the  prior  year.  The  decrease  in  newsprint  expense
attributable  to  reductions  in unit  price  has been  offset in part by volume
increases related to the Company's acquisitions.

      SELLING,  GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses  were  9.7%  and 9.1% of the  Company's  revenues  for  1999 and  1998,
respectively.  Selling,  general and administrative  expenses for 1999 increased
$6.3 million, or 16.1%, to $45.3 million.  During the third quarter of 1998, the
Company  recorded  special  charges  of $3.2  million  (see  Note 5 to  Selected
Financial   Data).   Excluding  the  special  charges,   selling,   general  and
administrative  expenses for 1999  increased  $9.5 million,  or 26.3%,  from the
prior year,  primarily due to acquisitions  and promotion costs  associated with
the Company's revenue generating activities.

                                       22

<PAGE>

      DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses were
6.1% of the Company's revenues in 1999 as compared to 5.6% in 1998. Depreciation
and amortization  expenses increased $5.0 million, or 20.8%, to $28.8 million in
1999,  primarily  due to increased  amortization  resulting  from the  Company's
acquisitions.

      OTHER  EXPENSES.  Other  expenses  accounted  for  12.3% of the  Company's
revenues in 1999 as compared to 12.2% in 1998.  Other  expenses  increased  $6.0
million,  or 11.5%, to $58.0 million in 1999,  primarily due to acquisitions and
increased  promotion  expenses.  During the third  quarter of 1998,  the Company
reported  $630,000 in special charges (see Note 5 to Selected  Financial  Data).
Excluding the $630,000 in special  charges,  other  expenses for 1999  increased
$6.6  million,  or 12.8%,  from the prior year  primarily  due to the  Company's
acquisitions and increased promotional expenses.

      OPERATING  INCOME.  Operating  income  increased  $12.9 million in 1999 to
$131.9 million from $119.1 million in 1998,  which included  special  charges of
$3.8  million as noted  above.  Excluding  the effect of the special  charges in
1998,  operating  income  increased $9.1 million,  or 7.4%, due to growth in the
Company's  advertising revenue,  continued newsprint cost savings and the effect
of acquisitions.

      NET INTEREST EXPENSE AND OTHER.  Interest expense  increased $6.8 million,
or 15.0%,  from 1998 to 1999 as a result of increased  borrowing  in  connection
with the Company's acquisitions,  including the Goodson Acquisition completed in
the third quarter of 1998, offset in part by 1999 debt repayments and a decrease
in average borrowing rates.

      PROVISION FOR INCOME TAXES.  The Company  reported  effective tax rates of
39.8% and 38.1% for the years ended  December  26, 1999 and  December  31, 1998,
respectively.  The increase in the  effective  tax rate is primarily a result of
the Company's  acquisitions,  particularly the Goodson Acquisition  completed in
the third quarter of 1998.

      EXTRAORDINARY  ITEM. The Company recorded an extraordinary item related to
the write-off of deferred  financing  charges in  connection  with the Company's
prior credit agreement in the amount of $4.5 million (net of $2.8 million income
tax benefit) in the third quarter of 1998.

      EQUITY  INTEREST.  During 1999, the Company  purchased a 7.14% interest in
AdOne, LLC ("AdOne"),  a provider of classified advertising on the Internet. The
loss  recorded in 1999  represents  the  Company's pro rata share of AdOne's net
loss since the date of the Company's investment.

      NET  INCOME.  Net  income was $47.7  million in 1999,  or $1.02 per share,
basic and diluted,  for 1999, as compared to $41.1  million,  or $.85 per share,
basic and diluted, for 1998, which reflects $6.8 million (net of $4.3 million of
income tax benefit) of special charges and an extraordinary item.

      OTHER  INFORMATION.  EBITDA  increased  $14.0 million,  or 9.6%, to $160.7
million  from  $146.7  million  in 1998.  Tangible  net income in 1999 was $58.9
million,  or $1.26 per share, as compared to $55.5 million or $1.14 per share in
1998.

LIQUIDITY AND CAPITAL RESOURCES

      The Company's operations have historically  generated strong positive cash
flow. The Company believes cash flows from operations will be sufficient to fund
its operations, capital expenditures and long-term debt obligations. The Company
also  believes that cash flows from  operations  and future  borrowings  and its
ability to issue common stock as  consideration  for future  acquisitions,  will
provide  it  with  the  flexibility  to  fund  its  acquisition  strategy  while
continuing to meet its operating needs,  capital expenditures and long-term debt
obligations.

      CASH FLOWS FROM  OPERATING  ACTIVITIES.  Net cash provided from  operating
activities was $62.9 million for the year ended December 31, 2000 as compared to
$90.6  million in the prior year.  The decline in cash flow was primarily due to
income taxes paid of $32.5 million,  of which $20.3 million  related to the sale
of the Company's St. Louis cluster.

      CASH FLOWS FROM  INVESTING  ACTIVITIES.  For the year ended  December  31,
2000,  net cash  provided  from  investing  activities  was a source  of  $195.2
million.  Proceeds  from the sale of the Company's St. Louis cluster were offset
by capital  investments in property,  plant and  equipment.  For the fiscal year
ended December 26, 1999,  net cash from investing  activities was a use of $32.7
million  due  to  capital  investments  of  $18.1  million  and  cash  used  for
acquisitions  of  newspapers  as further  described in Note 11 to the  financial
statements.

                                       23
<PAGE>

      The  Company  began  the  construction  of its new  Philadelphia  printing
facility in 2000.  As of  December  31,  2000,  approximately  $12.6  million of
expenditures  were made in connection with the facility,  excluding  capitalized
interest.  The total cost of the  project,  which is expected to be completed in
the  fourth  quarter  of 2001,  is  currently  estimated  to be  $35.4  million,
excluding  capitalized  interest.  The Company expects to fund this construction
project  with cash flows from  operations  and  borrowings  under its  Revolving
Credit Facility. The Company has a capital expenditure program (excluding future
acquisitions) of  approximately  $15.0 million in place for 2001, which includes
spending on  technology,  including  prepress  and  business  systems,  computer
hardware and software,  other  machinery  and  equipment and vehicles.  The 2001
budget  also  includes  approximately  $22.8  million  of  capital  expenditures
associated  with the  Philadelphia  plant.  The  Company  believes  its  capital
expenditure  program is  sufficient to maintain its current level and quality of
operations. The Company reviews its capital expenditure program periodically and
modifies it as required to meet current needs.

      CASH  FLOWS  FROM  FINANCING  ACTIVITIES.   Net  cash  used  in  financing
activities  was $254.7 million in 2000 as compared to $63.3 million in 1999. The
fiscal year 2000 and 1999 activity  reflects  $18.1  million and $29.9  million,
respectively,  in connection  with the Company's  stock  repurchase  program and
$236.8  million and $33.5  million,  respectively,  for the  repayment of senior
debt.

      On July 15, 1998,  the Company  entered into a new credit  agreement  (the
"Credit Agreement") with a group of banks and other financial institutions,  led
by The Chase Manhattan Bank as administrative agent for the lenders there under.
The Credit  Agreement  provides  for  $500.0  million in term loans and a $400.0
million  revolving credit facility.  The proceeds from the Credit Agreement were
used to repay amounts  outstanding under the prior senior facilities and to fund
the Goodson  Acquisition.  The term loans mature on March 31, 2006 and September
30, 2006, and the revolving credit facility matures on March 31, 2006.

      The Credit Agreement also provides for an uncommitted,  multiple draw term
loan  facility  (the  "Incremental  Facility")  in the  amount  of up to  $500.0
million, as permitted by the administrative agent, to be repaid under conditions
as defined in the Credit Agreement.

      The amounts  outstanding under the Credit Agreement bear interest at (i) 1
3/4% to 1/2% above LIBOR (as defined in the Credit Agreement) or (ii) 1/2% to 0%
above the higher of (a) the Prime Rate (as defined in the Credit  Agreement)  or
(b) 1/2% above the Federal Funds Rate (as defined in the Credit Agreement).  The
interest rate spreads ("the applicable margins") are dependent upon the ratio of
debt to trailing four  quarters  Cash Flow (as defined in the Credit  Agreement)
and are reduced as such ratio declines.

      The Company is required  under the Credit  Agreement to maintain  interest
rate protection  agreements for a certain  percentage of its  outstanding  debt,
based upon the Total  Leverage Ratio (as defined in the Credit  Agreement).  The
agreements  exchange a floating  LIBOR  interest rate for a fixed LIBOR interest
rate. On January 29, 1999, the Company's new SWAP  agreements  became  effective
for an aggregate  notional  principal amount of $400.0 million,  which reduce by
$75.0  million per year  beginning on January 31, 2000 and expire on October 29,
2002. In 1999, the Company entered into additional  three-month  SWAP agreements
in an aggregate  notional amount of $219.0  million,  which matured on March 15,
2000.

      Interest rate protection  agreements  ("IRPAs")  relating to the Company's
borrowings  at  December  31,  2000  included  SWAP  agreements  with a notional
principal  amount of $325.0 million.  As of December 31, 2000, if the SWAPs were
marked to market, they would result in a net gain of approximately $198,600. The
fixed LIBOR interest rates of the SWAP agreements are approximately 5.85%.

      For the year ended  December  31,  2000,  the  Company's  weighted-average
effective interest rate on its outstanding debt balance was approximately  7.2%,
net of a $2.0  million  pretax  benefit  realized on the IRPAs.  This takes into
account the interest rate protection agreements in effect during that period.

      As of December 31, 2000, the Company had  outstanding  indebtedness  under
the Credit  Agreement,  due and payable in installments  through 2006, of $494.6
million,  of which $14.1  million was  outstanding  under the  Revolving  Credit
Facility.  There were  $385.9  million of unused and  available  funds under the
Revolving Credit Facility at December 31, 2000.

                                       24

<PAGE>



INFLATION

      The Company's results of operations and financial  condition have not been
significantly affected by inflation.  Subject to normal competitive  conditions,
the Company generally has been able to pass along rising costs through increased
advertising and circulation rates.

RECENT EVENTS

      On February 21, 2001,  the  Company's  Board of Directors  authorized  the
granting of an additional  1,500,000 shares of Common Stock to be used under the
Company's 1997 Stock Incentive Plan.

      On each of December  20, 2000 and on February  8, 2001,  an  affiliate  of
Warburg Pincus  distributed  approximately  5.0 million  shares,  for a total of
approximately  10 million shares of the Company's  common stock to its partners.
After giving effect to these  distributions,  affiliates  of Warburg  Pincus own
approximately  25.2 million  shares,  or  approximately  58.9%, of the Company's
outstanding common stock.

      On  January  31,  2001,  the  Company  completed  the  acquisition  of the
Pennsylvania  and  New  Jersey  region  newspaper   operations  from  Chesapeake
Publishing Corporation's  Mid-Atlantic Division. Total non-daily distribution of
the 13 publications is approximately 90,000.

      On January 31, 2001, the Company  completed the sale of substantially  all
the assets of THE TIMES  REPORTER,  Dover-New  Philadelphia  (including  Midwest
Offset,  one  of  the  Company's  commercial  printing   operations),   and  THE
INDEPENDENT,  Massillon,  Ohio. Total daily circulation of the two newspapers is
approximately 38,100.

      On December 18, 2000,  the  Company's  Board of  Directors  authorized  an
increase in the Journal  Register  Company  Share  Repurchase  Program to $100.0
million per year for the  repurchase of Common  Stock.  As of December 31, 2000,
the Company had repurchased 3,608,735 shares.

       As of March 27, 2001, the Company has repurchased 2,098,400 shares of the
Company's  stock in 2001.  Shares  under the  program are to be  repurchased  at
management's  discretion,  either in the open market or in privately  negotiated
transactions.

INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS

      Management's Discussion and Analysis of Financial Condition and Results of
Operations  and  other  sections  of  this  Form  10-K  include  forward-looking
statements,  which  may be  identified  by  use of  terms  such  as  "believes,"
"anticipates,"  "plans," "will," "likely,"  "continues," "intends" or "expects."
These  forward-looking  statements  relate to the plans  and  objectives  of the
Company for future operations.  In light of the risks and uncertainties inherent
in all future  projections,  the inclusion of forward-looking  statements herein
should not be regarded as a  representation  by the Company or any other  person
that the objectives or plans of the Company will be achieved. Many factors could
cause the  Company's  actual  results  to differ  materially  from  those in the
forward-looking statements, including, among other things, the factors discussed
below under "Certain Factors Which May Affect the Company's Future Performance."
The  following  factors  should not be  construed  as  exhaustive.  The  Company
undertakes no obligation to release publicly the results of any future revisions
it may make to  forward-looking  statements to reflect  events or  circumstances
after the date hereof or to reflect the occurrence of unanticipated events.

NEW ACCOUNTING PRONOUNCEMENT

      In June of 1998, the Financial  Accounting Standards Board ("FASB") issued
SFAS No. 133,  "Accounting for Derivative  Instruments  and Hedging  Activities"
("SFAS  133").  Subsequently,  in June 1999,  the FASB  issued  SFAS No. 137, an
amendment to defer the effective date of SFAS 133 to years  beginning after June
15,  2000.  In June  2000,  the FASB  issued  SFAS  No.  138,  amending  certain
requirements  under SFAS 133.  The impact of adopting  these  statements  on the
Company's consolidated  financial statements is expected to be immaterial.  (See
Note 2 of the "Notes to the Consolidated Financial Statements).

                                       25

<PAGE>


CERTAIN FACTORS WHICH MAY AFFECT THE COMPANY'S FUTURE PERFORMANCE

NEWSPAPER INDUSTRY COMPETITION

      The  Company's   business  is   concentrated   in  newspapers   and  other
publications  located primarily in small  metropolitan and suburban areas in the
United  States.   Revenues  in  the  newspaper  industry  primarily  consist  of
advertising and paid circulation.  Competition for advertising revenues and paid
circulation comes from local, regional and national newspapers, shopping guides,
television, radio, direct mail, online services and other forms of communication
and advertising media.  Competition for newspaper  advertising revenues is based
largely upon advertiser results, readership, advertising rates, demographics and
circulation  levels;  while  competition for circulation and readership is based
largely upon the content of the newspaper,  its price and the  effectiveness  of
its distribution.  Many of the Company's competitors are larger and have greater
financial resources than the Company.

DEPENDENCE ON LOCAL ECONOMIES

      The Company's  advertising  revenues and, to a lesser extent,  circulation
revenues are dependent on a variety of factors specific to the communities which
the Company's  newspapers serve.  These factors include,  among others, the size
and  demographic  characteristics  of  the  local  population,   local  economic
conditions in general, and the related retail segments in particular,  and local
weather conditions.

CAPITALIZATION

       As of December 31, 2000, the consolidated indebtedness of the Company was
approximately  $494.6  million,  which  represents  a multiple  of 3.2 times the
Company's twelve months trailing EBITDA of approximately  $156.9 million.  As of
December 31, 2000, the Company had net  stockholders'  deficit of  approximately
$55.7 million and a total  capitalization  of $438.9  million,  and,  thus,  the
percentage of the Company's indebtedness to total capitalization was 112.7%. The
Company  may  incur  additional   indebtedness  to  fund   operations,   capital
expenditures or future acquisitions.

      The  Company's   management  believes  that  cash  provided  by  operating
activities  will  be  sufficient  to fund  its  operations  and to meet  payment
requirements  under its Term  Loans and the  Revolving  Credit  Facility  of the
Credit Agreement.  However, a decline in cash provided by operating  activities,
which  could  result  from  factors  beyond  the  Company's  control,   such  as
unfavorable economic  conditions,  an overall decline in advertising revenues or
increased  competition,  could impair the Company's ability to service its debt.
The Credit  Agreement  requires the maintenance of certain  financial ratios and
imposes  certain  operating and  financial  restrictions  on the Company,  which
restrict among other things the Company's ability to declare  dividends,  redeem
stock,  incur  indebtedness,  create liens, sell assets,  consummate mergers and
make capital expenditures, investments and acquisitions.

ENVIRONMENTAL MATTERS

      The  Company's  operations  are  subject  to  federal,   state  and  local
environmental laws and regulations pertaining to air and water quality,  storage
tanks and the management and disposal of waste at its facilities. To the best of
the  Company's  knowledge,  its  operations  are  in  material  compliance  with
applicable  environmental  laws and  regulations as currently  interpreted.  The
Company cannot predict with any certainty whether future events, such as changes
in existing laws and  regulations  or the discovery of conditions  not currently
known to the Company,  may give rise to additional costs that could be material.
Furthermore,   actions  by  federal,  state  and  local  governments  concerning
environmental  matters  could  result in laws or  regulations  that could have a
material  adverse effect on the financial  condition or results of operations of
the  Company.  The Company is not aware of any pending  legislation  by federal,
state or local governments relating to environmental  matters which, if enacted,
would  reasonably be expected to have a material adverse effect on the financial
condition or results of operations of the Company. The Company is in the process
of  monitoring  groundwater  contamination  that has been detected at one of the
facilities which the Company acquired with the Goodson  Acquisition in 1998. The
Company's   management   believes  the  remediation  of  any  such   groundwater
contamination,  if  required,  will not have a  material  adverse  effect on its
financial  condition or results of operations.  The Company is fully indemnified
for all costs and liabilities arising out of this issue by the seller as part of
the Goodson Acquisition purchase agreement.

                                       26

<PAGE>

ACQUISITION STRATEGY

      The Company has grown through,  and  anticipates  that it will continue to
grow  through,  acquisitions  of daily  and  non-daily  newspapers  and  similar
publications.   Acquisitions  may  expose  the  Company  to  particular   risks,
including, without limitation,  diversion of management's attention,  assumption
of unidentified liabilities,  some or all of which could have a material adverse
effect on the  financial  condition  or results of  operations  of the  Company.
Depending on the value and nature of the  consideration  paid by the Company for
acquisitions,  such  acquisitions  may have a dilutive  impact on the  Company's
earnings per share. In making acquisitions, the Company competes for acquisition
targets  with  other  companies,  many of which  are  larger  and  have  greater
financial resources than the Company. There can be no assurance that the Company
will  continue  to  be  successful  in  identifying  acquisition  opportunities,
assessing the value, strengths and weaknesses of such opportunities,  evaluating
the costs of new growth  opportunities  at existing  operations  or managing the
publications it owns and improving their operating efficiency. Historically, the
Company has  financed  acquisitions  through  cash on hand and  borrowings.  The
Company  anticipates  that it will finance future  acquisitions  through cash on
hand,  operating cash flow and borrowings  and/or the issuance of Company stock.
The Credit Agreement limits  acquisitions to certain  permitted  investments and
newspapers  in the United  States,  and requires that  acquisitions  be financed
through  certain  permitted  sources.  In  addition,   the  financial  covenants
contained  in the  Credit  Agreement  may limit the  Company's  ability  to make
acquisitions.

PRICE AND AVAILABILITY OF NEWSPRINT

      The  basic  raw  material  for  newspapers  is  newsprint.  The  Company's
newsprint  consumption  (excluding  paper  consumed in the Company's  commercial
printing  operations)  totaled  approximately  $34.2 million in 2000,  which was
approximately  7.8% of the Company's  newspaper  revenues.  In 2000, the Company
consumed approximately 64,400 metric tons of newsprint, excluding paper consumed
in its  commercial  printing  operations.  The  average  price per metric ton of
newsprint  based on East Coast  transactions  prices in 2000,  1999 and 1998 was
$565, $510 and $596, respectively, as reported by the trade publication PULP AND
PAPER  WEEKLY.  The Company has no long-term  contracts  to purchase  newsprint.
Generally,  the  Company  has in the past  and  currently  purchases  all of its
newsprint  from two  suppliers,  although in the future the Company may purchase
newsprint from other suppliers.  Historically,  the percentage of newsprint from
each supplier has varied. The Company's  management  believes that concentrating
its newsprint  purchases in this way provides a more secure newsprint supply and
lower per unit prices. The Company's  management also believes that it purchases
newsprint at price levels  lower than those that are  available to  individually
owned small metropolitan and suburban  newspapers,  consistent with price levels
generally available to the largest newsprint  purchasers.  The available sources
of newsprint have been, and the Company  believes will continue to be,  adequate
to supply  the  Company's  needs.  The  inability  of the  Company  to obtain an
adequate supply of newsprint in the future could have a material  adverse effect
on  the   financial   condition  and  results  of  operations  of  the  Company.
Historically,  the  price of  newsprint  has been  cyclical  and  volatile.  The
Company's average price per ton of newsprint increased approximately 6% in 2000,
decreased  approximately 13% in 1999 and increased approximately 8% in 1998. The
Company  believes  that if any price  decrease or increase is  sustained  in the
industry, the Company will also be impacted by such change. The Company seeks to
manage the effects of increases in prices of newsprint through a combination of,
among other things,  technology  improvements,  including web-width  reductions,
inventory  management and  advertising  and  circulation  price  increases.  The
Company also has reduced fringe  circulation in response to increased  newsprint
prices, as it is the Company's experience that such circulation does not provide
adequate response for advertisers.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

      The Company is exposed to market  risk  arising  from  changes in interest
rates associated with its long-term debt  obligations.  The Company's  long-term
debt is at  variable  interest  rates  based on certain  interest  rate  spreads
applied to LIBOR, the Prime Rate or Federal Funds Rate, as defined in the Credit
Agreement.  To manage its  exposure  to  fluctuations  in  interest  rates,  the
Company,  as required by its Credit  Agreement,  enters into certain  IRPAs on a
portion of its debt, which allows the Company to exchange variable rate interest
for fixed rate interest,  maturing at specific  intervals.  The Company's use of
these  agreements  is  limited  to  hedging  activities  and not for  trading or
speculative activity.

      At December  31,  2000,  the Company had in effect SWAP  agreements  for a
notional  amount of $325 million.  The fair market value of the SWAP at December
31, 2000,  had the SWAP been marked to market,  would have resulted in a gain of
approximately  $198,600. SWAP agreements in an aggregate notional amount of $400
million, which became effective January 29, 1999, reduce by $75 million per year

                                       27

<PAGE>

beginning  on January  31,  2000 and expire on October 29,  2002.  In 1999,  the
Company  entered into  additional  three-month  SWAP  agreements in an aggregate
notional  amount of $219 million that matured on March 15, 2000.  Assuming a 10%
increase or  reduction in interest  rates for the year ended  December 31, 2000,
the  effect  on  the  Company's   pre-tax  earnings  and  cash  flows  would  be
approximately $2.5 million.

                                       28

<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                          INDEX TO FINANCIAL STATEMENTS

                                                                     PAGE
                                                                     ----
FINANCIAL STATEMENTS:

Report of Independent Auditors....................................... 30
Consolidated Balance Sheets.......................................... 31
Consolidated Statements of Income.................................... 32
Consolidated Statements of Stockholders' Deficit..................... 33
Consolidated Statements of Cash Flows................................ 34
Notes to Consolidated Financial Statements........................... 35

FINANCIAL STATEMENT SCHEDULE:

Schedule II, Valuation and Qualifying Accounts.......................S-1

      All other  schedules  are omitted  because they are not  applicable or the
requested  information  is shown in the  consolidated  financial  statements  or
related notes.

                                       29

<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Journal Register Company

      We have audited the  accompanying  consolidated  balance sheets of Journal
Register  Company as of December 31, 2000 and December 26, 1999, and the related
consolidated  statements of income,  stockholders'  deficit,  and cash flows for
each of the three years in the period ended  December 31, 2000.  Our audits also
included the  financial  statement  schedule  listed in the Index at Item 14(a).
These financial  statements and schedule are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial statement schedule based on our audits.

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

      In our opinion,  the consolidated  financial  statements referred to above
present fairly, in all material respects, the consolidated financial position of
Journal Register Company,  as of December 31, 2000 and December 26, 1999 and the
consolidated  results of its operations and its cash flows for each of the three
years in the period ended  December  31, 2000,  in  conformity  with  accounting
principles  generally accepted in the United States.  Also, in our opinion,  the
related financial statement  schedule,  when considered in relation to the basic
financial statements taken as a whole,  presents fairly in all material respects
the information set forth therein.

                                                ERNST & YOUNG LLP



February 2, 2001
Metro Park, New Jersey

                                       30

<PAGE>


                            JOURNAL REGISTER COMPANY
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                    DECEMBER 31,     DECEMBER 26,
                                                                        2000             1999
                                                                    ------------     ------------
 <S>                                                                 <C>              <C>
 ASSETS
 Current assets:
   Cash and cash equivalents                                         $   6,495        $   3,090
   Accounts receivable, less allowance for doubtful
     accounts of $3,443 in 2000 and $6,293 in 1999                      54,078           65,597
   Inventories                                                           9,104            9,899
   Deferred income taxes                                                 1,801            2,721
   Other current assets                                                  7,881            7,090
                                                                     ---------        ---------
 Total current assets                                                   79,359           88,397
 Property, plant and equipment:
   Land                                                                  8,380            9,018
   Buildings and improvements                                           58,167           66,187
   Machinery and equipment                                             142,849          171,631
   Construction and equipment installation in progress                  14,445            2,546
                                                                     ---------        ---------
                                                                       223,841          249,382
    Less accumulated depreciation                                     (119,663)        (141,860)
                                                                     ---------        ---------
 Property, plant and equipment, net                                    104,178          107,522
 Intangible and other assets, net of accumulated
   amortization of $56,792 in 2000 and $42,751 in 1999                 473,813          491,261
                                                                     ---------        ---------
 Total assets                                                        $ 657,350        $ 687,180
                                                                     =========        =========

 LIABILITIES AND STOCKHOLDERS' DEFICIT
 Current liabilities:
   Current maturities of long-term debt                              $  22,625        $  19,500
   Accounts payable                                                     10,758           14,617
   Accrued interest                                                      6,155            6,886
   Deferred subscription revenue                                         8,529            8,896
   Accrued salaries and vacation                                         4,984            5,647
   Other accrued expenses and current liabilities                       21,116           17,334
                                                                     ---------        ---------
 Total current liabilities                                              74,167           72,880

 Senior debt, less current maturities                                  472,010          711,967
 Deferred income taxes                                                  29,756           20,291
 Accrued retiree benefits and other liabilities                         14,095           15,920
 Income taxes payable                                                  123,048           73,505

 Commitments and contingencies

 Stockholders' deficit:
 Common stock, $.01 par value per share, 300,000,000
   shares authorized, 48,437,581 issued at December
   31, 2000 and December 26, 1999                                          484              484
   Additional paid-in capital                                          358,268          358,244
   Accumulated deficit                                                (366,775)        (536,156)
                                                                     ---------        ---------
                                                                        (8,023)        (177,428)
    Less treasury stock, shares at cost
     2000 - 3,583,385; 1999 - 2,362,953                                (47,703)         (29,795)
   Accumulated other comprehensive loss, net of tax                         --             (160)
                                                                     ---------        ---------
 Net stockholders' deficit                                             (55,726)        (207,383)
                                                                     ---------        ---------
 Total liabilities and stockholders' deficit                         $ 657,350        $ 687,180
                                                                     =========        =========
</TABLE>

                             SEE ACCOMPANYING NOTES.

                                       31

<PAGE>

                            JOURNAL REGISTER COMPANY
                      CONSOLIDATED STATEMENTS OF INCOME
                (Dollars in thousands, except per share data)


                                            DECEMBER     DECEMBER      DECEMBER
                                               31,          26,           31,
FISCAL YEAR ENDED                             2000          1999         1998
--------------------------------------------------------------------------------
Revenues:
   Advertising                             $ 343,130    $ 348,995     $ 312,908
   Circulation                                96,852       96,783        89,388
                                           ---------    ---------     ---------
Newspaper revenues                           439,982      445,778       402,296
Commercial printing and other                 23,987       23,787        24,484
                                           ---------    ---------     ---------
                                             463,969      469,565       426,780

Operating expenses:
   Salaries and employee benefits            155,161      157,110       139,216
   Newsprint, ink and printing charges        46,533       48,432        53,594
   Selling, general and administrative        47,008       45,318        39,047
   Depreciation and amortization              27,616       28,798        23,844
   Other                                      58,395       57,975        52,012
                                           ---------    ---------     ---------
                                             334,713      337,633       307,713
                                           ---------    ---------     ---------
Operating income                             129,256      131,932       119,067

Other income (expense):
   Net interest expense and other            (48,020)     (52,347)      (45,321)
   Gain on sale of newspaper properties      180,720           --            --
                                           ---------    ---------     ---------
Income before provision for income taxes,
  equity interest and extraordinary item     261,956       79,585        73,746
Provision for income taxes                    90,951       31,694        28,112
                                           ---------    ---------     ---------
Income before equity interest and
  extraordinary item                         171,005       47,891        45,634
Equity interest                               (1,624)        (226)           --
                                           ---------    ---------     ---------
Income before extraordinary item             169,381       47,665        45,634
Extraordinary item, net of tax of $2,755          --           --         4,495
                                           ---------    ---------     ---------
Net income                                 $ 169,381    $  47,665     $  41,139
                                           =========    =========     =========

Income before extraordinary item per common share:

Basic                                      $    3.74    $    1.02     $     .94
Diluted                                    $    3.72    $    1.02     $     .94

Net income per common share:

Basic                                      $    3.74    $    1.02     $     .85
Diluted                                    $    3.72    $    1.02     $     .85

Weighted-average shares outstanding:
Basic                                         45,302       46,821        48,437
Diluted                                       45,474       46,874        48,626


                             SEE ACCOMPANYING NOTES.

                                       32

<PAGE>

                            JOURNAL REGISTER COMPANY
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                    ------------------------------------------------------------------
                            Additional   Other                             Total
                     Common  Paid-in  Comprehensive Accumulated Treasury Stockholders'
                     Stock   Capital    Income        Deficit    Stock     Deficit
                    ==================================================================
<S>                  <C>     <C>         <C>         <C>        <C>        <C>
Balance as of
 December 31, 1997   $  484  $358,234    $   --      $(624,960) $     --   $(266,242)
                    ------------------------------------------------------------------
Net income                                              41,139                41,139
Minimum pension
 liability
 adjustment, net
of tax benefit
 of  $153                                  (212)                                (212)
                                                                           -----------
Comprehensive income                                                         $40,927
                                                                           -----------
Exercise of stock
 options for
 common stock                       2                                              2
                    ------------------------------------------------------------------
Balance as of
 December 31, 1998  $   484  $358,236    $ (212)     $(583,821) $     --   $(225,313)
                    ------------------------------------------------------------------
Net income                                              47,665                47,665
Minimum pension
 liability
 adjustment, net
 of tax of  $37                              52                                   52
                                                                           -----------
Comprehensive income                                                       $  47,717
                                                                           -----------
Purchase of
 2,369,200 shares
 of treasury stock                                               (29,874)    (29,874)
Exercise of stock
 options for
 common stock                       8                                 79          87
                    ------------------------------------------------------------------
Balance as of
 December 26, 1999  $   484  $358,244    $ (160)     $(536,156) $(29,795)  $(207,383)
                    ------------------------------------------------------------------
Net income                                             169,381               169,381
Minimum pension
 liability
 adjustment, net
 of tax of  $116                            160                                  160
                                                                           -----------
Comprehensive income                                                       $ 169,541
                                                                           -----------
Purchase of
 1,239,535 shares
 of treasury stock                                               (18,072)    (18,072)
Exercise of stock
 options for
 common stock                      24                                164         188
                    ------------------------------------------------------------------
Balance as of
 December 31, 2000  $   484  $358,268    $   --      $(366,775) $(47,703)  $ (55,726)
                    ------------------------------------------------------------------

</TABLE>

                             SEE ACCOMPANYING NOTES.

                                       33

<PAGE>

                            JOURNAL REGISTER COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
<TABLE>
<CAPTION>


                                                  DECEMBER        DECEMBER        DECEMBER
                                                     31,             26,             31,
FISCAL YEAR ENDED                                    2000           1999            1998
--------------------------------------------------------------------------------------------
<S>                                               <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                        $ 169,381       $ 47,665        $  41,139
Adjustments to reconcile net income to net cash
 provided by (used for) operating activities:
    Provision for losses on accounts receivable       4,195          4,257            4,464
    Depreciation and amortization                    27,616         28,798           23,844
    Net (gain) loss on disposal of property,
      plant and equipment                              (345)           135           (1,074)
    Loss on equity investment                         1,624            266               --
    Extraordinary loss on extinguishment of
      deferred debt costs                                --             --            7,250
    Gain on sale of newspaper properties           (180,720)            --               --
    Accrued retiree benefits and other
      non-current liabilities                        (1,285)        (1,193)          (6,877)
    Increase in deferred taxes                       10,385          5,993            7,928
    Changes in operating assets and liabilities:
       Accounts receivable                           (1,483)       (10,726)          (5,885)
       Income taxes payable                          48,147         22,163           15,570
       Other assets and liabilities                 (14,600)        (6,763)          (6,015)
                                                  ---------       --------        ---------
Net cash provided by operating activities            62,915         90,595           80,344

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment           (9,651)       (17,438)         (12,914)
Additions to construction in progress               (11,899)          (643)          (1,439)
Net proceeds from sale of property, plant and
  equipment                                           1,905             22            1,487
Proceeds from sale of newspaper properties          216,972             --               --
Purchase of businesses and equity investment         (2,121)       (14,668)        (341,347)
                                                  ---------       --------        ---------
Net cash provided by (used in) investing
  activities                                        195,206        (32,727)        (354,213)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt issuance                              --             --          808,000
Payments of long-term debt                         (236,832)       (33,533)        (533,774)
Exercise of stock options for common stock              188             87                2
Purchase of treasury shares                         (18,072)       (29,874)              --
                                                  ---------       --------        ---------
Net cash provided by (used in) financing
  activities                                       (254,716)       (63,320)         274,228
                                                  ---------       --------        ---------
Increase (decrease) in cash and cash equivalents      3,405         (5,452)             359
Cash and cash equivalents, beginning of year          3,090          8,542            8,183
                                                  ---------       --------        ---------
Cash and cash equivalents, end of year            $   6,495       $  3,090        $   8,542
                                                  =========       ========        =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
   Interest                                       $  50,081       $ 51,753        $  44,158
   Income taxes                                   $  32,535       $  3,574        $   1,719

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING
  AND FINANCING ACTIVITIES
Comprehensive profit (loss) - minimum pension
liability, net of tax                             $     160       $     52        $    (212)

</TABLE>

                             SEE ACCOMPANYING NOTES.

                                       34




<PAGE>


                            JOURNAL REGISTER COMPANY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    ORGANIZATION AND BASIS OF PRESENTATION

      The  accompanying   consolidated   financial  statements  include  Journal
Register Company and all of its wholly owned  subsidiaries (the "Company").  The
Company was  incorporated on March 11, 1997 and became a publicly traded company
in May of 1997.

      In March of 1997, certain entities (namely,  JRC, LLC; JRNI and INSI) were
combined and JRC,  LLC was  converted  into a C  corporation,  Journal  Register
Company.  Substantially all of the membership interests and equity securities of
these  entities  were owned by  affiliates  of E.M.  Warburg,  Pincus & Co., LLC
(collectively,  "Warburg,  Pincus").  Since  the  companies  were  under  common
control,  this  transaction was accounted for on a basis similar to a pooling of
interests.  The  accompanying  financial  statements  include the  accounts  and
operations of JRC (or its predecessor,  JRC, LLC), JRNI and INSI for all periods
presented.

      Journal Register Company (through its consolidated subsidiaries) primarily
publishes daily and non-daily newspapers serving markets in Connecticut, greater
Philadelphia, Ohio, central New England and the Capital-Saratoga and Mid-Hudson,
New York regions; and as of December 31, 2000 had commercial printing operations
in Connecticut, Ohio and Pennsylvania.

      In 1999,  the  Company  elected to change  from a  calendar  year end to a
fiscal year ending on the last Sunday of the  calendar  year.  Accordingly,  the
Company's  2000 fiscal year ended on December  31, 2000 and the 1999 fiscal year
ended on December 26, 1999.

      The Company has authorized  1,000,000 shares of Preferred  Stock,  none of
which were issued or outstanding during the periods presented.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      PRINCIPLES OF CONSOLIDATION

      The consolidated  financial statements include the accounts of the Company
and all of its wholly  owned  subsidiaries.  Investments  over which the Company
does not have  voting  control  are  accounted  for by the  equity  method.  All
intercompany activity has been eliminated.  Certain prior year amounts have been
reclassified to conform to the current year presentation.

      USE OF ESTIMATE

      The  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the amounts  reported in the financial  statements  and
accompanying notes. Actual results could differ from those estimates.

      CONSOLIDATED STATEMENTS OF CASH FLOWS

      For purposes of the  accompanying  consolidated  statements of cash flows,
the Company  considers  all highly  liquid  debt  instruments  purchased  with a
maturity of three months or less to be cash  equivalents.  The carrying value of
cash equivalents approximates fair value due to the short-term maturity of these
instruments.

      INVENTORIES

      Inventories,  consisting of newsprint, ink and supplies, are stated at the
lower of cost (primarily first-in, first-out method) or market.

      STOCK OPTION PLAN

      As permitted under Statement of Financial  Accounting  Standards  ("SFAS")
No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), the Company has
elected to follow  Accounting  Principles Board Opinion No. 25,  "Accounting for
Stock Issued to Employees" ("APB 25") and related  interpretations in accounting
for its employee  stock  options.  Under APB 25, when the exercise  price of the
Company's employee stock options equals the market price of the underlying stock
on the date of grant, no compensation expense is recognized.

                                       35


<PAGE>


                            JOURNAL REGISTER COMPANY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      LONG-LIVED ASSETS

      In accordance  with SFAS No. 121  "Accounting  for the  Impairment of Long
Lived Assets and for Long-Lived  Assets to be Disposed Of," the Company  reviews
the  recoverability  of intangibles and other long-lived  assets whenever events
and circumstances indicate that the carrying amount may not be recoverable.  The
carrying amount of the long-lived asset is reduced by the difference between the
carrying  amounts  and  estimated  fair  value  with a  corresponding  charge to
expense.

      Property,  plant  and  equipment  are  stated  at cost  less any  required
impairment reserve.  Maintenance and repairs are charged to expense as incurred;
costs of major  additions  and  betterments  are  capitalized.  Depreciation  is
provided for financial reporting purposes primarily on the straight-line  method
over the following estimated useful lives:

        Buildings and improvements        5 to 30 years
        Machinery and equipment           3 to 30 years

      Intangible   assets   recorded  in  connection  with  the  acquisition  of
newspapers  generally consist of the values assigned to subscriber lists and the
excess of cost  over the  value of  identifiable  net  assets  of the  companies
acquired.  These assets are carried at the lower of amortized cost or the amount
expected to be  recovered  by  projected  future  operations  after  considering
attributable  general and administration  expense and interest on debt allocated
to the various newspapers. If, in the opinion of management, impairment in value
occurs,  any necessary  write-downs  will be charged to expense.  The balance of
intangible  assets at December  31,  2000 and  December  26, 1999 was  comprised
principally of subscriber  lists and excess cost over the value of  identifiable
net assets of companies acquired. These assets are being amortized over a period
of their useful life,  up to 40 years,  and are  amortized by the  straight-line
method. Deferred financing cost associated with the Term Loans and the Revolving
Credit  Facility (as defined in Note 4,  Long-Term  Debt) is amortized  over the
terms of such loans.

      INCOME TAXES

      The Company uses the  liability  method of  accounting  for income  taxes.
Under this method,  deferred tax assets and liabilities are determined  based on
differences between financial reporting and tax basis of assets and liabilities,
and are measured using the currently  enacted tax rates and laws that will be in
effect when the differences are expected to reverse.

      REVENUE RECOGNITION

      Revenue is earned from the sale of  advertising,  circulation  and related
activities. Deferred subscription revenue arises from subscription payments made
in advance of newspaper delivery and is recognized in the period in which it was
earned.

      SEGMENT REPORTING

      As of December 31, 2000, the Company published 24 daily newspapers and 158
non-daily  publications in the United States.  The Company maintains  operations
and local  management in the markets that it serves.  Newspapers are distributed
through local distribution  channels  consisting of contract carriers and single
copy  outlets.  The Company  conducts  business in one  operating  segment.  The
operating   segment  consists  of  individual   operations  that  the  executive
management  team  reviews  for  purposes  of  assessing  performance  and making
operational decisions. These individual operations have been aggregated into one
segment because management  believes it helps the users understand the Company's
performance and is consistent with the manner in which the individual operations
are managed.  The combined operations have similar economic  characteristics and
each operation has similar products, services,  customers,  production processes
and distribution systems.

      CONCENTRATION OF CREDIT RISK

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

                                       36

<PAGE>


                            JOURNAL REGISTER COMPANY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      DERIVATIVE RISK MANAGEMENT POLICY AND STRATEGY

      In June of 1998, the Financial  Accounting Standards Board ("FASB") issued
SFAS No. 133,  "Accounting for Derivative  Instruments  and Hedging  Activities"
("SFAS  133").  Subsequently,  in June 1999,  the FASB  issued  SFAS No. 137, an
amendment to defer the effective date of SFAS 133 to years  beginning after June
15,  2000.  In June  2000,  the FASB  issued  SFAS  No.  138,  amending  certain
requirements  under SFAS 133.  The impact of adopting  these  statements  on the
Company's  consolidated  financial statements is expected to be immaterial.  The
information below describes the Company's  derivative risk management policy and
strategy as required by SFAS 133, as amended.

      In accordance with the requirements of its Credit Agreement (as defined in
Note 4, Long-Term Debt) dated July 15, 1998, the Company is required to maintain
certain Interest Rate Protection  Agreements ("IRPAs") on a portion of its debt,
to  reduce  the  potential  exposure  of the  Company's  future  cash  flows  to
fluctuations in variable interest rates on which the interest on the outstanding
debt is calculated.  The minimum  requirement  varies depending on the Company's
Total Leverage Ratio, as defined in the Credit Agreement.  From time to time the
Company may enter into  additional  IRPAs for nominal amounts on the outstanding
debt that will, at a minimum,  meet the  requirements  of the Credit  Agreement.
Each IRPA is designated  for all or a portion of the principal  balance and term
of a specific debt obligation.

      The  Company  pays or  receives  the  differential  between  the  variable
interest rate and a fixed  interest rate as determined by the IRPA.  The IRPA is
structured  to coincide  with  interest  payments made on the debt and is placed
with large multinational banks.

      The Company currently  designates its current IRPAs to be highly effective
cash flow hedges based upon the following criteria:

o        The notional amount of the IRPA and the proportional amount of the term
         loans are equal.

o        The interest rate base for measuring  interest  variability is the same
         for both the term loans and the IRPA.

o        The participating  banks under the IRPA are also lenders under the term
         loans and are financially secure international banks.

o        The fair value of the individual  IRPA at the inception of the hedge is
         zero.

o        Computation  for net  settlements  under each IRPA is the same for each
         net settlement.

      The  Company  will  measure  effectiveness  of  each  IRPA  quarterly.  As
specified in SFAS 133, any gain/loss on the  effective  portion of the IRPA will
be recorded in Other  Comprehensive  Income  (OCI) and the  ineffective  portion
recorded  directly  to  current  earnings.  Amounts in  accumulated  OCI will be
reclassified  into  earnings in the same  period in which the hedged  forecasted
transactions  affect  earnings.  In the event of the early  extinguishment  of a
designated debt obligation, any unrealized gain or loss included in OCI would be
recognized in income coincident with the extinguishment.

3.    INTANGIBLE AND OTHER ASSETS

      Intangible and other assets as of December 31, 2000 and December 26, 1999,
net of accumulated amortization, are summarized as follows:

                                                        (Dollars in thousands)
                                                         2000           1999
                                                      ---------      ----------
Excess of cost over the value of identifiable net
 assets purchased and subscriber lists                 $455,280       $473,904
Prepaid pension cost                                     10,461          9,230
Other                                                     8,072          8,127
                                                      ----------      ---------
                                                       $473,813       $491,261
                                                      ==========      =========

                                       37


<PAGE>

                            JOURNAL REGISTER COMPANY
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.    INTANGIBLE AND OTHER ASSETS (CONTINUED)

       Included  in other  assets is the  Company's  investment  in  AdOne,  LLC
("AdOne"). On August 20, 1999, the Company acquired a 7.14% interest in AdOne, a
provider of  classified  advertising  on the Internet.  The Company  applies the
equity method of accounting for this investment.  In addition, the Company holds
a $1.2 million  promissory note from AdOne.  The note bears interest at 9.4% per
annum and is payable in five equal installments commencing December 31, 2005.

4.    LONG-TERM DEBT

      The Company  entered into a credit  agreement in July 1998 with a group of
lenders,  led by The Chase Manhattan Bank as  administrative  agent (the "Credit
Agreement").  The Credit Agreement provided for two secured term loan facilities
("Term Loan A" and "Term Loan B" or  collectively  the "Term  Loans")  each at a
face amount of $250.0  million,  and a secured  revolving  credit  facility (the
"Revolving  Credit  Facility")  of $400.0  million.  Proceeds  under  these loan
facilities were used to repay existing debt and to fund the Goodson  Acquisition
(See Note 11, Acquisitions and Dispositions). The Credit Agreement also provides
for  an  uncommitted,   multiple  draw  term  loan  facility  (the  "Incremental
Facility")  in  the  amount  of  up to  $500.0  million,  as  permitted  by  the
administrative agent, to be repaid under conditions as defined in the agreement.
To date, the Company has not drawn down on the Incremental Facility. The Company
had $385.9 million and $168.5  million unused and available  under the Revolving
Credit  Facility at December 31, 2000 and December 26, 1999,  respectively.  The
Company's  long-term  debt as of  December  31, 2000 and  December  26, 1999 was
comprised of the following:

                                                       (Dollars in thousands)
                                                        2000             1999
                                                      ---------      ----------
Term Loan A                                            $231,250       $250,000
Term Loan B                                             249,250        250,000
Revolving Credit Facility                                14,135        231,467
                                                      ----------      ---------
                                                        494,635        731,467
Less Current Portion                                   (22,625)       (19,500)
                                                      ----------      ---------
                                                       $472,010       $711,967
                                                      ==========      =========


      The Term Loan A Facility  matures on March 31,  2006 and is  repayable  in
quarterly  installments,  which  commenced  on June 30,  2000.  The Term  Loan B
Facility   matures  on  September   30,  2006  and  is  repayable  in  quarterly
installments,  which commenced on June 30, 2000. The remaining  aggregate annual
maturities payable under the Term Loans are as follows:

                                                          (Dollars in thousands)
2001..........................................................  $   22,625
2002..........................................................  $   35,375
2003..........................................................  $   41,625
2004..........................................................  $   47,875
2005..........................................................  $   81,750
Thereafter....................................................  $  251,250


                                       38


<PAGE>

                            JOURNAL REGISTER COMPANY
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.    LONG-TERM DEBT (CONTINUED)

      The  Revolving   Credit  Facility  is  available  until  March  31,  2006.
Availability will be reduced by consecutive quarterly reductions,  commencing on
June 30,  2002 and ending on March 31,  2006,  in an  aggregate  amount for each
twelve-month period commencing on the dates set forth below, equal to the amount
set forth  opposite  such date (with  reductions  during each such period  being
equal in amount):

                                                 PRINCIPAL AMOUNT
                                               (Dollars in thousands)

             June 30, 2002                         $   55,000
             June 30, 2003                         $   65,000
             June 30, 2004                         $  100,000
             June 30, 2005                         $  180,000

      The Term Loans and Revolving  Credit Facility are secured by substantially
all of the  assets  of the  Company  and the  common  stock  and  assets  of the
Company's  subsidiaries.  The Term Loans and Revolving  Credit Facility  require
compliance  with  certain   covenants,   which  require,   among  other  things,
maintenance of certain financial ratios,  and restricts the Company's ability to
declare dividends,  redeem stock, incur additional  indebtedness,  create liens,
sell assets,  consummate mergers and make capital expenditures,  investments and
acquisitions.

      The amounts  outstanding under the Credit Agreement bear interest at (i) 1
3/4% to 1/2%  above  LIBOR or (ii) 1/2% to 0% above the  higher of (a) the Prime
Rate or (b) 1/2% above the Federal  Funds Rate.  The  interest  rate spreads are
dependent upon the ratio of debt to trailing four quarters Cash Flow (as defined
in the Credit Agreement) and reduce as the ratio declines.

      An annual commitment fee is incurred on the average  daily-unused  portion
of the Revolving Credit Facility,  payable quarterly in arrears, at a percentage
which varies from 0.375% to 0.250%  based on the  quarterly  calculation  of the
Total Leverage Ratio (as defined in the Credit Agreement). At December 31, 2000,
the Company's commitment fee was 0.250%.

      The  Credit  Agreement  also  requires  the  Company,  in order to  manage
interest  rate  risk,  to  maintain  IRPAs  for  a  certain  percentage  of  the
outstanding  debt,  based upon the Total Leverage Ratio. In accordance with this
requirement,  the Company  participates in certain IRPAs whereby the Company has
assumed a fixed rate of interest  and a counter  party has assumed the  variable
rate  (the  "SWAP").  Pursuant  to the SWAP  agreement,  the  Company  agrees to
exchange with certain banks at specific dates the  difference  between the fixed
rate in the SWAP  agreement and the LIBOR  floating rate applied to the notional
principal amount.

      On January 29, 1999, the Company's new SWAP  agreements  became  effective
for an aggregate  notional  principal  amount of $400.0  million which reduce by
$75.0 million per year,  beginning on January 31, 2000 and expire on October 29,
2002. In 1999, the Company entered into additional  three-month  SWAP agreements
in an aggregate  notional  amount of $219  million,  which  matured on March 15,
2000.  IRPAs relating to the Company's  borrowings at December 31, 2000 included
SWAP agreements with a notional principal amount of $325.0 million.

      As of December 31, 2000 and December 26, 1999, if the SWAPs were marked to
market,  they would have  resulted in a net gain of  approximately  $198,600 and
$6.1 million,  respectively.  The fixed LIBOR rates of the SWAP  agreements  are
approximately 5.85%.

      The Company's  weighted-average  effective interest rate net of the effect
of the  Company's  IRPAs  benefit  for the  year  ended  December  31,  2000 was
approximately  7.2%. A $2.0 million  pretax benefit was realized on the IRPAs in
the year  ended  December  31,  2000.  Capitalized  interest  for the year ended
December 31, 2000 was $601,000.  There was no capitalized  interest in the prior
year. The estimated fair value of the Term Loans and Revolving  Credit  Facility
approximates their carrying value.

                                       39

<PAGE>


                            JOURNAL REGISTER COMPANY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.    STOCK INCENTIVE PLAN

      During 1997, the Company's  Board of Directors  (the "Board")  adopted and
the  stockholders  approved the Company's  1997 Stock  Incentive Plan (the "1997
Plan").  Subject to  adjustment,  as  provided  in the 1997 Plan,  the 1997 Plan
authorizes the granting of up to 4,843,750  shares of Common Stock through:  (i)
incentive stock options and  non-qualified  stock options (in each case, with or
without  stock  appreciation  rights) to acquire  common  stock;  (ii) awards of
restricted  shares  of  Common  Stock;  and  (iii)  performance  units  to  such
directors,  officers and other employees of, and consultants to, the Company and
its  subsidiaries  and  affiliates  as may  be  designated  by the  Compensation
Committee  of the Board or such  other  committee  of the Board as the Board may
designate.

      Incentive  stock  options are granted at no less than fair market value of
the  common  stock on the date of grant.  The  option  price per share of common
stock for all other stock options is established by the  Compensation  Committee
of the Board.  Stock  options are  exercisable  at  cumulative  intervals of 20%
commencing on the first anniversary after issuance, continuing through the fifth
anniversary, at which time 100% may be exercised. These options expire ten years
after issuance.

      As permitted  under SFAS 123, the Company  discloses  pro forma net income
and  earnings  per share  determined  as if the  Company had  accounted  for its
employee stock options under the fair value method of that  statement.  The fair
value for these options was estimated at the date of grant using a Black-Scholes
option  pricing model with the following  weighted-average  assumptions  for the
years 2000, 1999 and 1998:  risk-free  interest rate of 5.16%,  6.51% and 5.49%,
respectively;  dividend  yield of 0% for all  years;  volatility  factor  of the
expected market price of the common stock of 0.48, 0.41 and 0.38,  respectively;
and a weighted-average expected life of each option granted of seven years.

      The  Black-Scholes  option  valuation  model  was  developed  for  use  in
estimating  the fair value of traded  options that have no vesting  restrictions
and are fully  transferable.  In addition,  option  valuation models require the
input of highly  subjective  assumptions  including  the  expected  stock  price
volatility.  Because the Company's  employee stock options have  characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially  affect the fair value estimate,  in
management's  opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

      For purposes of pro forma  disclosures,  the  estimated  fair value of the
options is amortized to expense over the vesting  period for such  options.  The
Company's  fiscal year pro forma  information,  had  compensation  costs for the
Company's stock option plans been determined in accordance with SFAS 123, are as
follows:

                                        (In thousands, except per share amounts)
                                        ----------------------------------------
                                           December     December      December
                                              31,          26,           31,
                                             2000         1999          1998
                                        -------------  -----------   -----------

 Net income attributable to common
   stockholder:
         As reported                       $169,381     $ 47,665      $ 41,139
         Pro forma                          165,776       44,619        39,135
 Net income per share:
         As reported:
            Basic                          $   3.74     $   1.02      $    .85
            Diluted                            3.72         1.02           .85
         Pro forma:
            Basic                          $   3.66     $    .95      $    .81
            Diluted                            3.65          .95           .80
 -------------------------------------------------------------------------------

                                       40

<PAGE>

                            JOURNAL REGISTER COMPANY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.    STOCK INCENTIVE PLAN (CONTINUED)

      The following table summarizes the Company's stock option activity for the
fiscal years presented:

<TABLE>
<CAPTION>


                                 December 31, 2000     December 26, 1999     December 31, 1998
                               --------------------  --------------------  --------------------
                                          Weighted-             Weighted-             Weighted-
                                          Average               Average               Average
                                          Exercise              Exercise              Exercise
                                Options    Price      Options    Price      Options    Price
                                -------    -----      -------    -----      -------    -----

<S>                            <C>         <C>       <C>         <C>       <C>         <C>
Outstanding-beginning of year  3,317,281   $18.00    2,587,167   $19.27    1,825,189   $17.50
Granted                          874,950   $14.66      967,200   $14.72      925,700   $22.45
Exercised                         18,933   $14.23        6,247   $14.00        5,174   $14.00
Forfeited                        204,931   $17.47      230,839   $19.14      158,548   $17.59
                               ---------             ---------             ---------
Outstanding-end of year        3,968,367   $17.28    3,317,281   $18.00    2,587,167   $19.27
                               =========             =========             =========

Exercisable at end of year     1,371,601   $18.30      786,616   $18.55      332,973   $17.51
Weighted-average fair
  value of options granted
  during the year                  $8.33                 $7.95                $11.13
-----------------------------------------------------------------------------------------------

</TABLE>

      Exercise  prices for options  outstanding  as of December  31, 2000 ranged
from $14.00 to $22.50 per share. The weighted-average remaining contractual life
of those options is 7.7 years.

6.    EXTRAORDINARY ITEM

      In July  1998,  in  connection  with the  Credit  Agreement,  the  Company
expensed  approximately $7.3 million of deferred financing costs associated with
the  extinguishment  of the  Company's  prior credit  facility,  resulting in an
extraordinary charge of $4.5 million, net of tax.

7.    EARNINGS PER COMMON SHARE

      The following table sets forth the computation of weighted-average  shares
outstanding for calculating basic and diluted earnings per share:

                                                      (In thousands)
                                        December 31,  December 26,  December 31,
Fiscal Year Ended                          2000          1999          1998
--------------------------------------------------------------------------------
Weighted-average shares for basic
  earnings per share                      45,302        46,821         48,437
Effect of dilutive securities:
  Employee stock options                     172            53            189
                                          ------        ------         ------
Adjusted weighted-average shares
  for diluted earnings per share          45,474        46,874         48,626
                                          ======        ======         ======


      Options to purchase  1.5  million,  1.6 million and 1.7 million  shares of
Common  Stock at a range of $15.94 to  $22.50,  $17.63 to $22.50  and  $18.00 to
$22.50 were outstanding during 2000, 1999 and 1998,  respectively,  but were not
included  in the  computation  of the  diluted  earnings  per share  because the
options'  exercise price was greater than the average market price of the common
shares.

8.    PENSION AND POSTRETIREMENT PLANS

     The Company and its  subsidiaries  maintain  defined benefit pension plans,
certain of which are successors to prior plans.  The benefits are based on years
of service and  primarily on the  employees'  career  average pay. The Company's
funding  policy is to  contribute  annually an amount  that can be deducted  for
federal income tax purposes

                                       41

<PAGE>
                            JOURNAL REGISTER COMPANY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.     PENSION AND POST RETIREMENT PLANS (CONTINUED)

under a different  actuarial  cost method and different  assumptions  from those
used for  financial  reporting.  Assets  of the  plans  consist  principally  of
short-term investments,  annuity contracts,  equity securities and corporate and
U.S.  Government  obligations.  The Company uses September 30 to measure pension
plan assets and liabilities.

      The  following  table sets forth the plans'  funded  status and the amount
recognized in the Company's consolidated balance sheet:

<TABLE>
<CAPTION>

                                                     (Dollars in thousands)
                                                                      POST-RETIREMENT
                                                 PENSION BENEFITS         BENEFITS
                                                 ----------------     ---------------
                                                 2000       1999       2000      1999
                                                 ----       ----       ----      ----
<S>                                            <C>        <C>        <C>       <C>
CHANGE IN BENEFIT OBLIGATION
   Benefit obligation at beginning of year     $ 71,877   $ 74,278   $ 7,160   $ 7,291
   Service cost                                   1,755      1,847        16        15
   Interest cost                                  5,304      5,203       538       493
   Actuarial gain                                  (554)    (5,100)   (2,518)     (210)
   Benefits paid                                 (4,615)    (4,351)     (477)     (429)
   Curtailments/Divestitures/Other                  (31)        --       251        --
                                               --------   --------   -------   -------
   Benefit obligation at end of year           $ 73,736   $ 71,877   $ 4,970   $ 7,160

CHANGE IN PLAN ASSETS
   Fair value of plan assets at
     beginning of year                         $ 88,574   $ 83,956   $   N/A   $   N/A
   Actual return on plan assets                  16,582      8,853       N/A       N/A
   Employer contributions                           102        116       477       429
   Benefits paid                                 (4,615)    (4,351)     (477)     (429)
                                               --------   --------   -------   -------
   Fair value of plan assets at end of year    $100,643   $ 88,574   $    --   $    --

RECONCILIATION OF FUNDED STATUS
   Funded status                               $ 26,907   $ 16,697   $(4,970)  $ 7,160)
   Unrecognized net:
    Transition obligation                            28        135       N/A       N/A
    Prior service cost                           (2,172)    (2,712)     (437)     (530)
    Gain                                        (14,008)    (4,438)   (2,784)     (580)
   Contributions after measurement                   12         55       N/A       N/A
                                               --------   --------   -------   -------
   Net amount recognized                       $ 10,767   $  9,737   $(8,191)  $(8,270)

AMOUNTS RECOGNIZED IN STATEMENT OF
  FINANCIAL POSITION
   Prepaid benefit cost                        $ 10,815   $ 10,104   $   N/A   $   N/A
   (Accrued) benefit liability                      (48)      (874)   (8,191)   (8,270)
    Adjustment required to
     recognize minimum liability                    N/A        231       N/A       N/A
   Accumulated other comprehensive loss             N/A        276       N/A       N/A
                                               --------   --------   -------   -------
   Net amount recognized                       $ 10,767   $  9,737   $(8,191)  $(8,270)

SEPARATE DISCLOSURES FOR PENSION
  PLANS WITH ACCUMULATED BENEFIT
  OBLIGATION IN EXCESS OF PLAN ASSETS
   Projected benefit obligation at end of year      N/A   $  2,085       N/A       N/A
   Accumulated benefit obligation
     at end of year                                 N/A   $  2,022       N/A       N/A
   Fair value of assets at end of year              N/A   $  1,728       N/A       N/A

</TABLE>

                                       42

<PAGE>


                                JOURNAL REGISTER COMPANY
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.  PENSION AND POSTRETIREMENT PLANS (CONTINUED)

<TABLE>
<CAPTION>

                                                     (Dollars in thousands)
                                                                      POST-RETIREMENT
                                                 PENSION BENEFITS         BENEFITS
                                                 ----------------     ---------------
                                                 2000       1999       2000      1999
                                                 ----       ----       ----      ----
<S>                                            <C>        <C>        <C>       <C>
COMPONENTS OF NET PERIODIC BENEFIT COST
                                               --------   --------   -------   -------
   Service cost                                $  1,755   $  1,847   $    16   $    15
   Interest cost                                  5,304      5,203       538       493
   Expected return on plan assets                (7,785)    (7,376)       --        --
   Amortization of net:
    Transition obligation                           108        105        --        --
        Prior service cost                         (355)      (361)      (92)      (92)
        (Gain)/loss                                  35         60       (39)      (18)
  Other                                              --        (48)       --        --
                                               --------   --------   -------   -------
  Net periodic benefit (income) cost           $   (938)  $   (570)  $   423   $   398

ACTUARIAL ASSUMPTIONS
   Discount rate                                   7.75%      7.75%     7.75%     7.75%
   Expected long-term return on
     plan assets                                   9.00%      9.00%      N/A       N/A
   Rate of compensation increase                   3.00%      3.00%     3.00%     3.00%
   Rate of increase in health benefit costs:
    Immediate rate                                                      6.50%     7.00%
    Ultimate rate                                                       6.50%     6.50%
    Year ultimate rate reached                                          2000      2000

FFECTS OF A CHANGE IN THE ASSUMED
RATE OF HEALTH BENEFIT COSTS
   Effect of a 1% increase on:
    Total of service cost and                       N/A        N/A       $36       $33
      interest cost
    Post-retirement benefit obligation              N/A        N/A      $450      $394
   Effect of a 1% decrease on:
    Total of service cost and
      interest cost                                 N/A        N/A      $(29)     $(27)
    Post-retirement benefit obligation              N/A        N/A     $(385)    $(347)

</TABLE>


      The  Company  also  has  defined   contribution   plans  covering  certain
employees.  Company  contributions  to these plans are based on a percentage  of
participants'  salaries and  amounted to  approximately  $668,331,  $706,000 and
$377,000  in 2000,  1999 and 1998,  respectively.  The  Company  contributes  to
various multi-employer union administered pension plans.  Contributions to these
plans amounted to  approximately  $178,113,  $160,000 and $110,000 in 2000, 1999
and 1998, respectively.


                                       43

<PAGE>


                            JOURNAL REGISTER COMPANY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.    INCOME TAXES

      The annual  provision  for taxes on income before  extraordinary  item, in
thousands, is as follows:

                                 December 31,     December 26,      December 31,
                                    2000             1999              1998
                                 ------------     ------------      ------------
Current tax expense:
   Federal                         $ 73,851         $ 23,592          $ 16,492
   State                              6,831            2,145             3,389
                                 ------------     ------------      ------------
Total current                        80,682           25,737            19,881
Deferred tax expense (benefit):
   Federal                            6,577            5,244            10,157
   State                              3,692              713            (1,926)
                                 ------------     ------------      ------------
Total deferred                       10,269            5,957             8,231
                                 ------------     ------------      ------------
Total provision for taxes          $ 90,951         $ 31,694          $ 28,112
                                 ============     ============      ============


      The  reconciliation of income taxes computed at the U.S. federal statutory
tax rate to income tax expense,  in  thousands  for the years  presented,  is as
follows:

                                        December 31,  December 26,  December 31,
                                           2000          1999          1998
                                        ------------  ------------  ------------
Tax at U.S. statutory rates              $ 91,685       $ 27,855      $ 25,811
State taxes, net of federal tax benefit     6,840          1,858           951
Reversal of excess tax accruals            (7,993)            --            --
Non-deductible goodwill amortization        2,003          1,976            --
Other                                      (1,584)             5         1,350
                                        ------------  ------------  ------------
                                         $ 90,951       $ 31,694      $ 28,112
                                        ============  ============  ============


      State net operating loss  carryforwards  were utilized as follows:  $235.0
million in 2000,  $12.4  million in 1999 and $13.5  million in 1998. At December
31, 2000, certain  subsidiaries had net operating loss  carryforwards  available
ranging from approximately  $890,000 to $29.4 million in various state and local
jurisdictions.  Substantial  portions  of the  related  deferred  tax assets are
offset by valuation allowances. The carryforwards at December 31, 2000 expire in
various years through 2014.

      Deferred  income taxes  reflect the net effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets, in thousands, are as follows:

                                                    December 31,    December 26,
                                                       2000            1999
                                                       ----            ----
Deferred tax liabilities:
  Property, plant and equipment                      $ 12,212        $ 12,518
  Intangibles                                          18,592          11,321
  Retiree medical                                         892             259
                                                     --------        --------
Total deferred tax liabilities                         31,696          24,098
Deferred tax assets:
  Net operating loss carryforwards                      2,190           3,878
  Other                                                 3,505           5,020
                                                     --------        --------
Total deferred tax assets                               5,695           8,898
Valuation allowance                                    (1,954)         (2,370)
                                                     --------        --------
Net deferred tax assets                                 3,741           6,528
                                                     --------        --------
Net deferred tax liabilities                         $ 27,955        $ 17,570
                                                     ========        ========

                                       44

<PAGE>

                            JOURNAL REGISTER COMPANY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.    INCOME TAXES (CONTINUED)

      As part of the acquisitions in 1999, the Company recorded net deferred tax
liabilities of approximately  $69,000.  The Company's  valuation  allowances for
deferred tax assets decreased by $416,000 in 2000, and increased by $1.3 million
in 1999. The Company's  federal income tax returns have not been examined by the
Internal Revenue Service.

10.   COMMITMENTS AND CONTINGENCIES

      The  Company  leases  office  space  and  equipment  under  noncancellable
operating leases. These leases contain several renewal options for periods up to
five years.  The Company's  future minimum lease payments under operating leases
at December 31, 2000 are as follows:

                                                     (In thousands)

            2001......................................    $1,816
            2002......................................    $1,347
            2003......................................    $1,153
            2004......................................    $  969
            2005......................................    $  505
            Thereafter................................    $   --

      Total rent expense was $3.0 million, $3.3 million and $3.1 million for the
years ended  December  31,  2000,  December  26,  1999 and  December  31,  1998,
respectively.

      In 1999, the Company began the planning  phases for the  construction of a
new Philadelphia  printing facility. In conjunction with the Philadelphia plant,
the Company entered into  agreements for the  construction of a new building and
printing press.  The aggregate  capital  expenditures  related to the production
facility is approximately $35.4 million with an estimated in-service date in the
fourth quarter of 2001.

      The Company is involved in certain  litigation matters that have arisen in
the ordinary  course of business.  In the opinion of management,  the outcome of
these  legal  proceedings  should  not have a  material  adverse  impact  on the
Company's financial position or results of operations.

11.   ACQUISITIONS AND DISPOSITIONS

     On October 24, 2000, the Company sold  substantially  all the assets of its
Alton, Illinois newspaper, THE TELEGRAPH ("Alton") and reported a pretax gain of
$39.6 million on the sale ($24.6 million  after-tax).  Proceeds of the sale were
used to reduce debt,  repurchase  shares,  make a strategic  acquisition  in the
Company's Greater Philadelphia cluster and for general corporate purposes.

     On August 10, 2000, the Company  completed its sale of substantially all of
the assets of the Suburban Newspapers of Greater St. Louis and all of the issued
and  outstanding  capital  stock of The Ladue  News,  Inc.  (collectively,  "St.
Louis"). The Suburban Newspapers of Greater St. Louis consisted of 38 free and 2
paid  weekly  newspapers  with a non-daily  distribution  of  approximately  1.6
million  in the  greater  St.  Louis  area.  The Ladue News  published  a weekly
newspaper  serving  approximately  40,000  households in St. Louis.  The Company
reported a pre-tax gain of $141.1 million ($88.4  million  after-tax),  which is
subject to the finalization of customary  purchase price adjustments and closing
costs related to the sale. All of the proceeds were used to reduce the Company's
outstanding debt.

      On June 7, 1999, the Company  acquired  certain assets and  liabilities of
THE FARMINGTON VALLEY POST in Avon,  Connecticut,  a suburban monthly newspaper.
On July 13, 1999, the Company  acquired  certain assets and  liabilities of TOWN
TALK  SOUTHERN,  TOWN TALK  EASTERN and the DELAWARE  COUNTY  JOURNAL in Ridley,
Pennsylvania.  On August 13,  1999,  the Company  acquired the stock of Hometown
News, Inc. in West Warwick, Rhode Island, comprised of a daily, weekly and three
non-daily  publications.  On September  1, 1999,  the Company  acquired  certain
assets and  liabilities  of  CONNECTICUT  MAGAZINE in Trumbull,  Connecticut,  a
monthly  publication.  The Company applied the purchase method of accounting for
these transactions.

                                       45

<PAGE>

                            JOURNAL REGISTER COMPANY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.   ACQUISITIONS AND DISPOSITIONS (CONTINUED)

Accordingly, the total acquisition cost was allocated to the tangible assets and
liabilities based on their relative  estimated fair value on the effective dates
of the acquisitions of approximately $2.1 million and $800,000, respectively. In
connection with these  acquisitions,  intangible  assets of approximately  $14.1
million were  recorded  for the excess of the  purchase  price over the value of
identifiable  net  assets and are being  amortized  according  to the  Company's
policy.  The  results  of the  acquired  companies  have  been  included  in the
consolidated financial statements since the acquisition dates.

      On January 2, 1998, the Company  acquired for  approximately  $3.8 million
certain assets and liabilities of HVM, L.L.C. in New Milford, Connecticut, which
publishes a group of  newspapers,  shoppers and monthly  magazines.  The Company
applied the purchase method of accounting for this transaction.

      On March 9, 1998, the Company  acquired THE SARATOGIAN,  a daily newspaper
in Saratoga  Springs,  New York,  and the  COMMUNITY  NEWS,  a weekly  newspaper
serving  Clifton  Park,  New York.  The Company  applied the purchase  method of
accounting for this transaction.

      On  July  15,  1998,  the  Company   completed  its   acquisition  of  the
Pennsylvania,  New York and Ohio newspaper  businesses of The Goodson  Newspaper
Group (including Mark Goodson Enterprises,  Ltd.) for approximately $300 million
in cash (the "Goodson Acquisition").  The Company applied the purchase method of
accounting for this  transaction.  Accordingly,  the total  acquisition cost was
allocated  to the  tangible  assets and  liabilities  acquired  based upon their
estimated  fair  market  value  on  the  effective  date  of  the   acquisition,
approximately $17.1 million and $7.9 million, respectively. Intangible assets of
approximately  $300 million were recorded for the subscriber lists and excess of
the  purchase  price  over the value of  identifiable  net  assets and are being
amortized in accordance with the Company's policy.

      The following table presents the unaudited pro forma results of operations
of the Company as though the Goodson  Acquisition  occurred as the  beginning of
the period presented:

                                        (In thousands, except per share amounts)
                                                  DECEMBER 31, 1998

      Net revenues                                    $ 464,330
      Income before extraordinary item                $  40,413
      Net income                                      $  35,918

      Net income per share (basic and diluted):
        Income before extraordinary item              $     .83
        Net income                                    $     .74

      The pro forma  results are not  necessarily  indicative  of what  actually
would have occurred if the  acquisition had been in effect for the entire period
presented and are not intended to be an indication of future results.

      On September 21, 1998,  the Company  completed its  acquisition of Taconic
Media,  Dutchess  County,  New York. The Company  applied the purchase method of
accounting for this  transaction.  Accordingly,  the total  acquisition cost was
allocated to the assets and  liabilities  based on the relative  estimated  fair
values on the effective date of the acquisition.

      Intangible  assets of $344.0 million  related to the  aforementioned  1998
acquisitions  were recorded and are being  amortized  according to the Company's
policy.  The  results  of the  acquired  companies  have  been  included  in the
consolidated financial statements since the acquisition dates.

                                       46

<PAGE>


                            JOURNAL REGISTER COMPANY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.   SUBSEQUENT EVENTS (UNAUDITED)

      Since  December  31,  2000 and as of  March  27,  2001,  the  Company,  in
accordance  with its stock  repurchase  program,  has  repurchased an additional
2,098,400  million shares of its Common Stock on the open market at a total cost
of approximately  $33.9 million.  Shares under the program are to be repurchased
at management's discretion, either in the open market or in privately negotiated
transactions.

      The decision to repurchase stock depends on price,  market  conditions and
other factors.  There is no minimum  number of shares to be purchased  under the
program.  Purchases  under the program will be financed with the Company's  free
cash flow or borrowings under the Company's Revolving Credit Facility.

      On January 31, 2001, the Company  completed the sale of substantially  all
the  assets  of THE TIMES  REPORTER,  Dover/NewPhiladelphia  (including  Midwest
Offset,  one  of  the  Company's   commercial  printing   companies),   and  THE
INDEPENDENT,  Massillon,  Ohio. Total daily circulation of the two newspapers is
approximately 38,100.

      On  January  31,  2001,  the  Company  completed  the  acquisition  of the
Pennsylvania  and  New  Jersey  region  newspaper   operations  from  Chesapeake
Publishing Corporation's  Mid-Atlantic Division. Total non-daily distribution of
the 13 publications is approximately 90,000.

      On February 21, 2001,  the  Company's  Board of Directors  authorized  the
granting of an additional  1,500,000 shares of Common Stock to be used under the
Company's 1997 Stock Incentive Plan.


                                       47

<PAGE>

                            JOURNAL REGISTER COMPANY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13.   QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

      The  following is a summary of the  quarterly  results of  operations  for
years ended December 31, 2000 and December 26, 1999:

                           March         June       September(1)  December(1)(2)
                          ---------    ---------    ------------  --------------

                                 (In thousands, except per share data)
2000
----
Revenues                  $ 113,207    $ 124,093     $ 112,943      $ 113,726
Operating income          $  27,821    $  37,470     $  31,147      $  32,818
Net income                $   8,472    $  14,285     $ 108,073      $  38,551

Net income per common share:
     Basic                $    0.19    $    0.32     $    2.39      $    0.85
     Diluted              $    0.19    $    0.32     $    2.37      $    0.85

1999
----
Revenues                  $ 109,902    $ 121,166     $ 119,545      $ 118,952
Operating income          $  26,749    $  35,982     $  32,509      $  36,692
Net income                $   7,940    $  13,852     $  11,515      $  14,358

Net income per common
 share:
     (basic and diluted)  $    0.17    $    0.30     $    0.25      $    0.31

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

(1)     The amounts  reported  above include the operating  results of St. Louis
        from January 1, 1999 through  August 10, 2000, and Alton from January 1,
        1999  through  October  24,  2000.  Net income and net income per common
        share also include after-tax gains of $88.4 million and $24.6 million on
        the sale of St.  Louis and Alton in the third  and  fourth  quarters  of
        2000, respectively (See Note 11, Acquisitions and Dispositions).

(2)     The December 1999  quarterly  results above reflect  operations  for the
        period October 1, 1999 through December 26, 1999.


                                       48


<PAGE>

                          JOURNAL REGISTER COMPANY
               SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                 (In thousands)


<TABLE>
<CAPTION>

                                     Balance at
                                     Beginning                   Charges to                 Balance at
                                         of                      Costs and                      of
       Description                     Period    Adjustments(1)  Expenses    Deductions(2)    Period
       -----------                   ----------  --------------  ----------  -------------  ----------
<S>                                    <C>          <C>            <C>           <C>          <C>
YEAR ENDED DECEMBER 31, 2000
Allowance for doubtful accounts        $6,293       $(604)         $4,195        $6,441       $3,443
Valuation allowance for deferred
   tax assets                          $2,370          --              --          $416       $1,954
YEAR ENDED DECEMBER 26, 1999
Allowance for doubtful accounts        $4,632        $141          $4,257        $2,737       $6,293
Valuation allowance for deferred
   tax assets                          $1,082          --          $1,288            --       $2,370
YEAR ENDED DECEMBER 31, 1998
Allowance for doubtful accounts        $4,055      $1,092          $4,464        $4,979       $4,632
Valuation allowance for deferred
   tax assets                          $1,792          --              --          $710       $1,082

</TABLE>

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

(1) Allowance for doubtful account adjustments  related to 2000 dispositions and
    1999 and 1998 acquisitions.

(2) Includes the  write-off  of  uncollectable  accounts  and a reduction in the
    valuation allowance for deferred tax assets.

                                      S-1

<PAGE>


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

         None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

      Information with respect to executive officers of the Company is presented
in  Item  4 of  this  Report  under  the  caption  "Executive  Officers  of  the
Registrant."

      The  information  appearing  under the captions  "Proposal 1 - Election of
Directors",  "Certain  Transactions"  and "Section  16(a)  Beneficial  Ownership
Reporting  Compliance"  in the  Company's  Proxy  Statement  for its 2001 Annual
Meeting of Stockholders (the "2001 Proxy  Statement") is incorporated  herein by
reference.

ITEM 11.  EXECUTIVE COMPENSATION.

      Information  appearing under the caption  "Executive  Compensation" in the
2001 Proxy Statement is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

      Information  appearing under the caption "Security Ownership of Beneficial
Owners and  Management" in the 2001 Proxy  Statement is  incorporated  herein by
reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      Information appearing under the caption "Certain Transactions" in the 2001
Proxy Statement is incorporated herein by reference.

                                     PART IV

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

(a)   1. FINANCIAL STATEMENTS.
         --------------------

      The financial statements are included in Part II, Item 8 of this Report.

      2. FINANCIAL STATEMENT SCHEDULES AND SUPPLEMENTARY INFORMATION REQUIRED
         TO BE SUBMITTED.
         --------------------------------------------------------------------

      Schedule of Valuation and Qualifying  Accounts on Schedule II are included
      in Part II, Item 8 of the report.

      All other schedules have been omitted because they are inapplicable or the
      required information is shown in the consolidated  financial statements or
      related notes.

(b)   REPORTS ON FORM 8-K.
      -------------------

      A report on Form 8-K was filed by the  Company on  December 5, 2000 giving
      advance  notification  of the Company's live Web cast  presentation at the
      Credit Suisse First Boston Media Week Conference.

                                       49

<PAGE>


(c)   INDEX TO EXHIBITS.
      ------------------

      The following is a list of all Exhibits filed as part of this Report:

  EXHIBIT NO.                              DESCRIPTION
  -----------                              -----------

    *2.1         Master  Agreement,  dated as of May 17, 1998, by and among each
                 of the persons  listed on Annex A and Annex B thereto,  Richard
                 G.  Schneidman,  as  Designated  Stockholder,  and the  Company
                 (filed as Exhibit 99.2 to the Company's  Current Report on Form
                 8-K/A, dated June 30, 1998).
    *3(i)        Amended and Restated Certificate of Incorporation (filed as
                 Exhibit 3(i) to Journal Register Company's Form 10-Q/A
                 Amendment No. 1 for the fiscal quarter ended June 30, 1997
                 (the "June 1997 Form 10-Q")).
    *3(ii)       Amended and Restated By-laws (filed as Exhibit 3(ii) to the
                 September 1999 Form 10-Q).
    *4.1         Company Common Stock Certificate (filed as Exhibit 4.1 to
                 Journal Register Company's Registration Statement on Form S-1,
                 Registration No. 333-23425 (the "Form S-1")).
    *10.1        1997 Stock Incentive Plan (filed as Exhibit 10.2 to the June
                 1997 Form 10-Q).+
    *10.2        Management Bonus Plan (filed as Exhibit 10.3 to the June 1997
                 Form 10-Q).+
    *10.3        Supplemental 401(k) Plan (filed as Exhibit 10.4 to the Form
                 S-1).+
    *10.4        Voting Agreement by and among Journal Register Company,
                 Warburg, Pincus Capital Company, L.P., Warburg, Pincus Capital
                 Partners, L.P. and Warburg, Pincus Investors, L.P. (filed as
                 Exhibit 10.5 to the June 1997 Form 10-Q).
    *10.5        Registration Rights Agreement by and among Journal Register
                 Company, Warburg, Pincus Capital Company, L.P., Warburg,
                 Pincus Capital Partners, L.P. and Warburg, Pincus Investors,
                 L.P. (filed as Exhibit 10.6 to the June 1997 Form 10-Q).
    *10.6        Credit  Agreement among Journal Register  Company,  each of the
                 banks  and other  financial  institutions  that is a  signatory
                 thereto or which,  pursuant to Section  2.01 (c) or Section (b)
                 thereto, becomes a "Lender" thereunder and the Chase Manhattan
    *10.7        Bank, as administrative agent for the lenders (filed as
                 Exhibit 10.7 to the September 30, 1998 Form 10-Q).
                 Asset Sale and Purchase Agreement, dated June 24, 2000, among
                 Journal Register Company, Journal Register East, Inc.,
                 Suburban Newspapers of Greater St. Louis, LLC, Journal
                 Company, Inc., Pulitzer Inc. and SLSJ LLC (filed as Exhibit 2
                 to the Company's Form 8-K, dated August 25, 2000).
   **21.1        Subsidiaries of Journal Register Company.
   **23.1        Consent of Ernst & Young LLP.
   **24          Power of Attorney (appears on signature page).
   **27.1        Financial Data Schedule.

------------------
  +   Management contract or compensatory plan or arrangement.
  *   Incorporated by reference.
  **    Filed herewith.

                                       50

<PAGE>



                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) 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,  in the  City of
Trenton, State of New Jersey, on the 27th day of March 2001.

                                    JOURNAL REGISTER COMPANY

                                    By: /S/ ROBERT M. JELENIC
                                        -----------------------------
                                        Chairman, President and Chief
                                        Executive Officer

      KNOWN BY ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  both  Robert M.  Jelenic and Jean B.
Clifton  his true and  lawful  attorney-in-fact  and  agent,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities,  to sign any and all amendments to this Annual Report on
Form 10-K, and to file the same,  with all exhibits  thereto and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as fully as he might or  could do in  person,  hereby  ratifying  and
confirming all that said  attorney-in-fact and agent or their or his substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities indicated on the 27th day of March 2001.

               SIGNATURE                                TITLE(S)
               ---------                                --------

            /S/ ROBERT M. JELENIC        Chairman, President, Chief Executive
---------------------------------------  Officer and Director (Principal
            Robert M. Jelenic            Executive Officer)

            /S/ JEAN B. CLIFTON          Executive Vice President, Chief
---------------------------------------  Financial Officer (Principal Financial
            Jean B. Clifton              and Accounting Officer), Secretary and
                                         Director

            /S/ JOHN L. VOGELSTEIN       Director
---------------------------------------
            John L. Vogelstein

            /S/ DOUGLAS M. KARP          Director
---------------------------------------
            Douglas M. Karp

            /S/ GARY D. NUSBAUM          Director
---------------------------------------
            Gary D. Nusbaum

            /S/ JOHN R.  PURCELL         Director
---------------------------------------
            John R. Purcell

             /S/ JOSEPH A. LAWRENCE      Director
---------------------------------------
            Joseph A. Lawrence

                                       51

<PAGE>


                                  EXHIBIT INDEX

  EXHIBIT NO.                        DESCRIPTION OF EXHIBIT
  -----------                        ----------------------

    *2.1         Master  Agreement,  dated as of May 17, 1998, by and among each
                 of the persons  listed on Annex A and Annex B thereto,  Richard
                 G.  Schneidman,  as  Designated  Stockholder,  and the  Company
                 (filed as Exhibit 99.2 to the Company's  Current Report on Form
                 8-K/A, dated June 30, 1998).
    *3(i)        Amended and Restated Certificate of Incorporation (filed as
                 Exhibit 3(i) to Journal Register Company's Form 10-Q/A
                 Amendment No. 1 for the fiscal quarter ended June 30, 1997
                 (the "June 1997 Form 10-Q")).
    *3(ii)       Amended and Restated By-laws (filed as Exhibit 3(ii) to the
                 September 1999 Form 10-Q).
    *4.1         Company Common Stock Certificate (filed as Exhibit 4.1 to
                 Journal Register Company's Registration Statement on Form S-1,
                 Registration No. 333-23425 (the "Form S-1")).
   *10.1         1997 Stock Incentive Plan (filed as Exhibit 10.2 to the June
                 1997 Form 10-Q).+
   *10.2         Management Bonus Plan (filed as Exhibit 10.3 to the June 1997
                 Form 10-Q).+
   *10.3         Supplemental 401(k) Plan (filed as Exhibit 10.4 to the Form
                 S-1).+
   *10.4         Voting Agreement by and among Journal Register Company,
                 Warburg, Pincus Capital Company, L.P., Warburg, Pincus Capital
                 Partners, L.P. and Warburg, Pincus Investors, L.P. (filed as
                 Exhibit 10.5 to the June 1997 Form 10-Q).
   *10.5         Registration Rights Agreement by and among Journal Register
                 Company, Warburg, Pincus Capital Company, L.P., Warburg,
                 Pincus Capital Partners, L.P. and Warburg, Pincus Investors,
                 L.P. (filed as Exhibit 10.6 to the June 1997 Form 10-Q).
   *10.6         Credit  Agreement among Journal Register  Company,  each of the
                 banks  and other  financial  institutions  that is a  signatory
                 thereto or which,  pursuant to Section  2.01 (c) or Section (b)
                 thereto, becomes a "Lender" thereunder and the Chase Manhattan
   *10.7         Bank, as administrative agent for the lenders (filed as
                 Exhibit 10.7 to the September 30, 1998 Form 10-Q).
                 Asset Sale and Purchase Agreement, dated June 24, 2000, among
                 Journal Register Company, Journal Register East, Inc.,
                 Suburban Newspapers of Greater St. Louis, LLC, Journal
                 Company, Inc., Pulitzer Inc. and SLSJ LLC (filed as Exhibit 2
                 to the Company's Form 8-K, dated August 25, 2000).
  **21.1         Subsidiaries of Journal Register Company.
  **23.1         Consent of Ernst & Young LLP.
  **24           Power of Attorney (appears on signature page).
  **27.1         Financial Data Schedule.

---------------
  +   Management contract or compensatory plan or arrangement.
  *   Incorporated by reference.
  **    Filed herewith.