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SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

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

For the Fiscal Year Ended June 30, 2002
OR

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

Commission File Number                     

MEDIANEWS GROUP, INC.

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

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

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

     Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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.

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

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

Common Stock at September 16, 2002
Class A		2,298,346 shares

     Documents Incorporated by Reference: None

Table of Contents

PART I

Item 1. Business

General

     MediaNews Group, Inc. (“MediaNews” or “the Company”) is the successor issuer to Garden State Newspapers, Inc. MediaNews and its predecessor companies were founded in March 1985 by William Dean Singleton and Richard B. Scudder. We are the seventh largest newspaper company in the United States in terms of circulation and, including The Reporter in Vacaville, California, the purchase of which is scheduled to close October 1, 2002, we control 47 market dominant daily, and approximately 80 non-daily newspapers in ten states (including suburban markets in close proximity to the San Francisco Bay area, Los Angeles, New York, Baltimore and Boston). We also own metropolitan daily newspapers in Denver and Salt Lake City, which operate under Joint Operating Agreements (“JOA”). Our principal sources of revenue are print advertising and circulation. Other sources of revenue include commercial printing and electronic advertising. Our newspapers had a combined daily and Sunday paid circulation of approximately 1.7 million and 2.4 million, respectively, as of March 31, 2002.

     We have grown primarily through strategic acquisitions, partnerships and to a lesser extent, through internal growth. See pages 18 through 20 for a description of significant acquisitions, dispositions and partnerships for the years ended June 30, 1998 through 2002. Our main acquisition focus is on newspaper markets contiguous to our own, allowing us to realize certain operating synergies. We refer to this strategy as “clustering.” A majority of our newspapers are located in regional clusters, allowing them to achieve higher operating margins through efficient use of shared labor and equipment and by providing opportunities to cross-sell advertising. We occasionally divest newspaper properties when they no longer have strategic value and when we believe the property’s value to us has been maximized. This strategy has enabled us to reinvest sale proceeds in newspaper properties that are available at attractive prices and can be clustered with our newspapers. This has historically allowed us to achieve greater revenue and EBITDA growth than we otherwise would have been able to achieve.

     Our newspapers are geographically diverse and generally positioned in markets with limited direct competition for local newspaper advertising. Start-ups of new daily newspapers in suburban markets with pre-existing local newspapers are rare. We believe our newspaper markets, taken as a whole, have above average population and sales growth potential. Most suburban and small city daily newspapers, such as a majority of the newspapers we own, have the leading or sole distribution in the market areas served by the newspaper. Suburban newspapers address the specific needs of the community by publishing a broad spectrum of local news as well as advertiser-specific editions which television, because of its broader geographic coverage, is unwilling or unable to provide. Thus, in many communities the local newspaper provides a combination of social and economic services in a way that only it can provide, making it attractive for both consumers and advertisers.

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

Industry Background

     Newspaper publishing is the oldest and largest segment of the media industry. We believe the focus on local news has allowed newspapers to remain the dominant medium for local advertising, accounting for over 40% of all local media advertising expenditures in the United States in calendar year 2001⁽¹⁾. In calendar year 2001, newspaper advertising expenditures in the United States were approximately $44.3 billion, representing a compounded annual growth rate of 4.0% since 1991⁽¹⁾. Newspapers continue to be viewed as the best medium for retail advertising, which emphasizes the price of goods, in contrast to television, which is generally used for image advertising.

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Industry Background (continued)

     Readers of newspapers tend to be more highly educated and have higher incomes than non-newspaper readers. For instance, 60% of college graduates and 64% of households with income greater than $75,000 are reported to read a daily newspaper⁽¹⁾. We believe that newspapers continue to be the most cost-effective means for advertisers to reach this highly targeted demographic group.

     Total morning daily and Sunday circulation has increased nationally from 29.4 million and 54.7 million in 1980 to 46.8 million and 59.1 million in 2001, respectively⁽¹⁾. Total reported daily circulation, including evening editions, however, declined nationally from 62.2 million in 1980 to 55.6 million in 2001⁽¹⁾. This decrease can be directly attributed to the national decline in the circulation of evening newspapers, which is reported to have decreased from 32.8 million in 1980 to 8.8 million in 2001⁽¹⁾. The decline in evening newspaper circulation is the result of most evening newspapers’ inability to compete with existing morning newspapers in the same market. Many evening newspapers have converted to morning newspapers or ceased publishing altogether. Circulation statistics for suburban daily newspapers are not published separately from circulation statistics for daily newspapers as a whole. Reliable circulation statistics for weekly newspapers are not available.

     Newspaper advertising revenues are cyclical and are generally affected by changes in national and regional economic conditions. Classified advertising, which makes up approximately 38%⁽¹⁾ of newspaper advertising revenues, is the most sensitive to economic improvements or slowdowns as it is affected by employment trends, real estate transactions and automotive sales.

Recent Company Developments

     Effective August 1, 2002, we took over management of Kearns-Tribune, LLC, our wholly-owned subsidiary and the publisher of The Salt Lake Tribune. As a result, we have begun to integrate its business, utilizing our methods and strategy of operating a newspaper. See additional discussion of Salt Lake and the legal issues associated with this acquisition under Item 3. Legal Proceedings.

     In August 2002, the California Newspapers Partnership (“CNP”), a 54.23% owned subsidiary of MediaNews, agreed to acquire substantially all of the operating assets used in the publication of The Reporter, a morning daily newspaper, and Valu-Pack, a total market coverage product, both published in Vacaville, California. The newspaper has daily and Sunday paid circulation of approximately 18,000 and 20,000, respectively. The purchase price of $31.0 million includes $30.0 million of cash, net of working capital, plus future payments under a covenant not to compete with a discounted value of approximately $1.0 million. Closing is scheduled to be effective on October 1, 2002 and will be funded by the CNP partners’ capital contributions. Our share of capital funding is $16.3 million.

Significant Transactions in Fiscal Year 2002

     We had no significant acquisitions or dispositions in fiscal year 2002.

Operating Strategy

     Our strategy is to increase revenues and cash flows through geographic clustering and internal growth. The key components of our long-term internal growth strategy are targeted marketing programs, local news leadership, circulation growth, cost control, Internet delivery of news and advertising and convergence. These strategies are more fully described below.

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

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Operating Strategy (continued)

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

Local News Leadership. We are dedicated to being the leaders in providing high quality local news. Our newspapers generally have the largest local newsgathering resources in their markets. We believe that our focus on local news coverage is key to our success. Providing high quality local and regional news makes us unique in our markets. Our newspapers include local sports, local business, weekend sections, highlights of people in the community, local editorials and letters to the editors, in addition to national and international news. With the timeliness and availability of national and world news 24 hours a day on television, we believe that providing in-depth local news coverage is invaluable and sets us apart from other news sources, generating reader loyalty and increasing franchise value. Statistics have shown newspapers that focus on local news and content achieve greater market penetration. Additionally, our ongoing involvement in the communities in which we operate not only strengthens our relationships with these communities but also provides our advertisers a superior product for promoting their goods and services.

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

Circulation Growth. We believe that circulation growth is essential to the creation of long-term franchise value at our newspapers. Accordingly, we have and will continue to make significant investments in promotion, telemarketing and other circulation growth campaigns to increase circulation and readership. Our management incentive programs are also designed to reward our publishers for circulation growth, at each of their daily newspapers. We continue to balance our commitment to circulation growth with circulation profit by instituting programs that target the replacement of higher churn short-term circulation orders with longer term, more profitable circulation. This strategy has improved circulation profits but may at times decrease circulation volumes in the short-term.

Cost Control. We emphasize cost control with a particular focus on managing staffing requirements. At newspapers with collective bargaining unions, management strives to enter into long-term agreements with minimal annual increases. In addition, we further control labor costs through investments in state-of-the-art production equipment that improve production quality and increase efficiency. We are equally focused on newsprint cost control. Each of our newspapers benefits from the discounted newsprint pricing we obtain as the seventh largest newspaper group in the United States. We purchase newsprint from several suppliers under arrangements resulting in what we believe are some of the most favorable newsprint prices in the industry. We have also entered into fixed price newsprint contracts and newsprint swaps, which expire in June 30, 2004 and May 31, 2005, as well as newsprint purchasing arrangements with certain of our other suppliers, which delay the adverse effect of newsprint price increases. All of our fixed price and hedged newsprint is used by the Denver JOA.

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

Internet. To take advantage of the increasing use of the Internet and its advertising growth opportunities, we established MediaNews Group interactive (“MNGi”), to develop and maintain websites for each of our daily newspapers. Statistics show that in 2001, 62% of general Internet users and 86% of online newspaper users went to their local newspapers’ websites for local news(1). MNGi has developed websites that provide an online editorial news product and full online classified services for each of our daily newspapers. We have also made strategic investments related to our Internet strategy, including PowerOne Media (successor to AdOne LLC), Employment Specialists and Mortgage Rate Watch, to expand and enrich our online content as is

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Operating Strategy (continued)

more fully described below. Although we believe that providing an online product is important to broaden the reach of our newspapers and ultimately increase our revenues by upselling value added products and services to our advertisers, we believe that almost all of our customers still prefer the newspaper in a printed form. By being the leading, and in certain instances the sole, provider of local news in most of our markets, we believe that our newspapers are well positioned to respond to and benefit from changes in the way in which advertising, news and information are delivered to customers in the future. Our online newspapers can be found at www.newschoice.com.

In January 1999, MediaNews, the Hearst Corporation, E.W. Scripps, Stephens Media Group (previously Donrey Media Group) and Advance Publications each acquired a 20.0% interest in AdOne LLC, which was formed to acquire the assets of AdOne Classified Network, Inc. (“AdOne”) and its consumer website, abracat.com, a fully searchable classified advertising database. In July 1999, Belo Corporation, Journal Register Company, Lee Enterprises, Media General, Morris Communications Corporation and Pulitzer, Inc. each made an equity investment in AdOne LLC, reducing our interest to approximately 12.1%. In November 2001, AdOne merged with PowerAdz.com to form PowerOne Media (“PowerOne”) www.powermedia.com. Our interest in PowerOne is now approximately 6.1%. PowerOne provides interactive vertical advertising solutions, primarily for the newspaper industry.

One of PowerOne’s main products is a hosted website for classified advertising. Approximately 90% of our hosted newspaper websites employ this product to display their classified advertising on-line. Other interactive solutions provided by PowerOne include Zwire!, a content publishing solution, and Carcast, an on-line automotive marketplace. PowerOne currently has classified listings from approximately 1,500 daily and weekly newspapers, in 95 of the top 100 markets representing 83% of total United States households. As of June 30, 2002, PowerOne’s database aggregates and delivers over 1 million paid newspaper classified ads daily. PowerOne’s network averages 45 million page views per month, representing approximately 1.5 million unique users. We believe PowerOne is solidly positioned to play a leading role in the expanding online classified marketplace.

In August 1999, we acquired an 80% interest in Employment Specialists, LLC. We re-launched the website under the name Employment Wizard, www.employmentwizard.com, in December 1999. In June 2001, Employment Specialists, LLC merged with CareerSite, which has reduced our interest in Employment Specialists, LLC to approximately 40%. The combination of Employment Specialists and CareerSite created a stronger company, better positioned to develop and sell Internet based application tools that allow job seekers and employers to search job opportunities and resumes for the best match. Employment Specialists has one of the most powerful and robust employment tools allowing more job seekers and employers to find exact matches. Employment Specialists currently hosts over 150 different e-recruitment sites that support over 70,000 registered advertisers, contains over 90,000 current jobs, supports almost 1,650,000 registered candidates and serves over 500,000 unique visitors per month. As of June 30, 2002, approximately 100 newspapers are using Employment Specialists as their Internet employment vertical, of which more than 50 are not owned or controlled by MediaNews. Employment advertising is an important revenue stream at our newspapers, and with our investment in Employment Specialists, LLC, we are able to integrate and provide the best of newspaper and Internet functionality for users and advertisers.

Mortgage Rate Watch provides various video promotion services to participating realtors and newspaper affiliates. Operating under the name “See It Buy It” (www.seeitbuyit.com), this company provides realtors: the service of video photography of real estate for sale; the conversion of photo shoots into online home tours with full video streaming; and production of brochures, street signs, direct mail pieces, and other items used by realtors in the home sales process. Our newspapers sell this service to new and existing real estate advertisers. In addition, newspapers use the service to gather full video clips of schools, parks, downtown and other public areas, for use on their web sites, which enhances the real estate selling process. In short, when this strategy is fully developed, our newspapers in combination with See It Buy It will provide a one stop shopping marketing solution for our real estate advertising customers.

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

Several of our newspapers are currently working with Employment Television, Inc. to produce television shows exclusively focused on employment advertising, illustrating how our newspapers are actively leveraging content across multiple platforms (in this case, print, television and Internet) to create multimedia packages. While our share of revenue under this multimedia package is currently not significant, it is growing rapidly.

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Operating Strategy (continued)

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

     We may, from time to time, make strategic or targeted acquisitions and dispositions. Acquisitions will be considered only when they contribute to our clustering strategy or represent a compelling value proposition due to the attractiveness of the price in relation to the growth potential of the asset, as was the case with The Salt Lake Tribune. Furthermore, our acquisition strategy will continue to be governed by the strong financial disciplines that have enabled us to grow through acquisitions without substantial increases to our leverage ratio in the short term. We will also continue to invest conservatively in the Internet and other electronic media companies and enter into partnerships that complement our existing newspapers or our other electronic media investments to the extent that such investments and partnerships enhance our convergence strategy.

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Paid Circulation

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

Circulation figures are based on the Audit Bureau of Circulation (ABC) Fas-Fax Statements for the six-month period ended March 31, 2002, except for Deming, which does not report to ABC.

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Newspaper Properties

     The following is a description of our newspapers and the markets in which they serve as of the date of this report.

     Denver. The Denver Post is our largest daily newspaper and is the 6th and 7th largest Sunday and daily newspaper, respectively, in the United States. We believe it is one of the most respected newspapers in its region. On January 23, 2001, the formation of the Denver Newspaper Agency (“DNA”) was completed and The Denver Post and the Rocky Mountain News began to operate under the terms of a JOA. Under the terms of the JOA, DNA controls all operations, other than news and editorial. We are responsible for the editorial staff and producing the news and editorial content of The Denver Post. The Denver Post and the Rocky Mountain News are each published five days a week as morning editions, with the Rocky Mountain News being published exclusively on Saturday and The Denver Post exclusively on Sunday.

     Los Angeles Newspaper Group. The Los Angeles Newspaper Group (“LANG”) is located in Los Angeles County, California, and publishes eight daily newspapers. LANG consists of the Daily News, the Press-Telegram, which are owned by MediaNews, and newspapers owned by the California Newspapers Partnership, which include the San Gabriel Valley Newspaper Group, San Bernardino, Ontario, and Redlands and are described below under “California Newspapers Partnership.” These newspapers cover the San Fernando Valley region of Los Angeles, Long Beach, Pasadena, West Covina, Whittier, San Bernardino, Ontario, and Redlands, California. According to the March 31, 2002 ABC Fas-Fax Statements, LANG’s total daily circulation was 0.5 million and total Sunday circulation was 0.6 million. LANG also publishes several weekly newspapers, in addition to those published by the San Gabriel Valley Newspaper Group, including the Star Watch and El Economico (a Spanish language newspaper), which are distributed in and around the Los Angeles Newspaper Group markets.

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

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

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

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

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

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

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

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Newspaper Properties (continued)

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

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

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

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

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

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

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

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

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

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

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

     Graham. The Graham Leader is located in Graham, Texas, approximately 90 miles northwest of Fort Worth, Texas. The Graham Leader is a bi-weekly newspaper with total paid circulation of approximately 4,100. Graham Newspapers also publishes the Lake Country Sun, the Lake Country Shopper, and The Olney Enterprise each Thursday; the Jacksboro Gazette-News and The Jack County Herald, weekly newspapers, published each Monday and Thursday, respectively; and the Breckenridge American, a bi-weekly newspaper located nearby in Breckenridge, Texas. We also own two AM and two FM radio stations in Graham and Breckenridge.

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Newspaper Properties (continued)

California Newspapers Partnership

     The California Newspapers Partnership includes the following newspaper properties:

     ANG Newspapers. ANG Newspapers is headquartered in Oakland, California, and publishes seven newspapers. ANG Newspapers consists of the Oakland Tribune, The Daily Review, Tri-Valley Herald, The Argus, Alameda Times-Star, San Mateo County Times, and the Marin Independent Journal. All the newspapers, except for the San Mateo County Times, are morning newspapers and also publish a Sunday newspaper. These newspapers cover the city of Oakland, California, and affluent suburban markets located in the immediate area surrounding Oakland in Alameda County, Marin County and San Mateo County. ANG Newspapers also publishes San Bruno Herald, Daly City Record and Brisbane Bee, Times Weekend, Millbrae Recorder-Progress, The Wave, The Pacifica Tribune, The Milpitas Post, The Fremont Bulletin, The Berryessa Sun and The Coastside Chronicle each week, and East Bay Real Estate Connection, monthly. Additionally, Marin is a print site for USA TODAY and Investor Business Daily.

     San Gabriel Valley Newspaper Group. The San Gabriel Valley Newspaper Group, is located in West Covina, California, approximately 10 miles east of Los Angeles California, and publishes three morning daily newspapers, the Pasadena Star-News, San Gabriel Valley Tribune, and Whittier Daily News. These newspapers cover the cities of Pasadena, West Covina and Whittier, California, as well as other cities in the San Gabriel Valley. The San Gabriel Valley Newspaper Group also publishes the Highlander Newspapers, Cheers, and The Star, weekly newspapers distributed in and around these same cities.

     San Bernardino. The Sun is located approximately 20 miles east of Ontario. The Sun publishes a morning newspaper seven days a week.

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

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

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

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

     Vacaville. The Reporter is located in Vacaville, California, approximately 25 miles northeast of Vallejo and approximately 35 miles southwest of Sacramento. The Reporter publishes a morning newspaper seven days a week. Valu-Pack, a total market coverage product is also published in Vacaville. We expect to complete the acquisition of Vacaville on October 1, 2002.

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

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

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

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

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Newspaper Properties (continued)

California Newspapers Partnership (continued)

     Lakeport. The Lake County Record-Bee is located in Lakeport, California, approximately 120 miles northeast of San Francisco and approximately 35 miles southeast of Ukiah. The Lake County Record-Bee publishes a morning newspaper five days a week (excluding Sunday and Monday). The Lake County Record-Bee also publishes weekly newspapers and shoppers including the Clearlake Observer-American, Willits News, Penny Slaver, and Bee-Smart Shopper, all distributed in and around Lakeport, California. The Fort-Bragg Advocate-News is also printed in Lakeport.

Advertising and Circulation Revenues

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

     Advertising revenue includes Retail (local and national department stores, specialty shops, preprinted advertising circulars and other local retailers), National (national advertising accounts), and Classified advertising (employment, automotive, real estate, private party and personals). The contributions of Retail, National, Classified and Circulation revenue to total revenues for fiscal years 2002, 2001 and 2000 are shown in the table below. Generally accepted accounting principles require us to use the equity method of accounting for the JOA investments we do not control. Therefore, our share of revenues for the JOAs we do not control (Charleston, Denver and Salt Lake City) is excluded from this summary (see further discussion under Significant Accounting Policies). However, if our pro rata share of revenues were included in this summary, the results would not be significantly different from the results shown below.

Newsprint

     Newsprint is one of the largest costs of producing a newspaper. We buy newsprint from several suppliers under arrangements, resulting in what we believe are some of the most favorable long-term newsprint prices in the industry. We also own, through Kearns-Tribune, LLC, a 6% interest in Ponderay Newsprint Company. During fiscal years 2002, 2001, and 2000, excluding our unconsolidated JOA operations, we consumed approximately 148,000, 226,000 and 293,000 metric tons of newsprint, respectively, and, during the same periods, incurred newsprint expense of approximately $74.8 million, $126.0 million and $147.2 million, respectively. Newsprint expense as a percentage of revenue from our newspaper operations for fiscal years 2002, 2001 and 2000 was approximately 10.6%, 14.9% and 15.7%, respectively. Newsprint expense in fiscal years 2002 and 2001 decreased primarily due to the formation of DNA on January 23, 2001 and in 2002 due to a 10% decrease in average price per metric ton. Prior to the formation of DNA, The Denver Post’s newsprint expense was consolidated in our results. Now the operations of DNA are accounted for under the equity method. In addition, because The Denver Post, prior to the JOA, had lower circulation rates and lower advertising costs per thousand of distribution than other metro markets of similar size and our market dominant suburban newspapers, our newsprint expense as a percentage of revenue was greater in fiscal years 2000 and 2001, prior to the JOA. As described above, newsprint prices decreased significantly during fiscal year 2002. For the year ended June 30, 2002, our average price per metric ton was $504, whereas for the year ended June 30, 2001, our average price was $558. See “Near Term Outlook” on page 30 for additional information on our newsprint pricing.

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Employee Relations

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

Seasonality

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

Competition

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

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

Electronic Media

     Many newspaper companies are now publishing news and other content on the Internet. In addition, there are many sites on the Internet, which are, by design, advertising and/or subscription supported. Many of these sites target specific types of advertising such as employment, real estate and automotive classified.

     Due to many issues associated with advertising on the Internet, such as fragmentation and lack of agreement and/or meaningful research on how to effectively measure viewers and penetration levels, we have not seen advertisers making a significant commitment to advertise on the Internet. After the issues mentioned above are resolved, we expect advertising on the Internet to grow to meaningful levels. Accordingly, we have invested and will continue to invest in our online strategy, which we believe allows us to capture our share of the advertising dollars being spent on the Internet advertising now and in the future.

     MNGi, MediaNews’ electronic publishing division, is responsible for developing and maintaining a website for each of our daily newspapers. In the fourth quarter of fiscal year 2001, MNGi began the installation of a state of the art Internet publishing system, which was substantially completed during fiscal year 2002 and is expected to be fully completed in second quarter of fiscal year 2003. MNGi also continues to develop strategic alliances to enhance content, functionality and delivery of advertising and information over the Internet. In addition, we have made strategic investments in PowerOne, Mortgage Rate Watch, See It Buy It, and Employment Specialists, each of which is an integral part of our online strategy. We believe the design, functionality, and content of our websites have attracted viewers that continually return to our websites for news and information, a key for advertisers. Our online newspapers can be found at www.newschoice.com.

Regulation and Environmental Matters

     Substantially all of our facilities are subject to federal, state and local laws concerning, among other things, emissions to the air, water discharges, handling and disposal of wastes or otherwise relating to protection of the environment. Compliance with these laws has not had, and we do not expect it to have, a material effect upon our capital expenditures, net income or competitive position.

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Regulation and Environmental Matters (continued)

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

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

Item 2. Property

     Our corporate headquarters are located in Denver, Colorado. Our production facilities are, in most cases, complete newspaper production and office facilities, but also include television and radio stations. The principal operating facilities we own are located in:

     Certain facilities located in Denver, Colorado; Oakland, Pasadena and Pleasanton, California are operated under long-term leases. With the January 23, 2001 formation of DNA in Denver, the Denver long-term lease obligations were transferred to DNA, except for long-term lease obligations related to our corporate headquarters.

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

Item 3. Legal Proceedings

     In December 2000, Salt Lake Tribune Publishing Company (“Salt Lake Publishing”) brought a lawsuit and moved for a preliminary injunction against MediaNews, AT&T Corporation, and AT&T Broadband, LLC. That lawsuit is now pending in the United States District Court for the District of Utah as case number 2:00 CV 936. Salt Lake Publishing was the manager at the time of The Salt Lake Tribune, a newspaper owned by our now wholly-owned subsidiary Kearns-Tribune, LLC (“Kearns, LLC”). Salt Lake Publishing initially moved to prevent us from acquiring Kearns, LLC from AT&T Broadband, LLC. The district court denied the preliminary injunction motion by order dated December 15, 2000, and we acquired Kearns, LLC on January 2, 2001. After Kearns, LLC was acquired by us, Salt Lake Publishing filed a second motion for a preliminary injunction claiming that actions taken by Kearns, LLC after its acquisition by us breached a certain Management Agreement and a certain Option Agreement between Kearns, LLC and Salt Lake Publishing, both of which are dated July 31, 1997. That motion sought to restore certain Salt Lake Publishing employees to certain director and officer positions at the Newspaper Agency Corporation (“NAC”) from which they were removed and to suspend the implementation of various amendments to a Joint Operating Agreement between Kearns, LLC and Deseret Publishing. The District Court granted Salt Lake Publishing’s motion in part by order dated February 21, 2001, and Salt Lake Publishing continued to manage Kearns, LLC until July 31, 2002.

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Item 3. Legal Proceedings (continued)

     In September 2001, Deseret News Publishing Company (“Deseret Publishing”), the publisher of the Deseret News, the other party to the Joint Operating Agreement with Kearns, LLC, joined the lawsuit pending in federal court between Salt Lake Publishing and us. Deseret Publishing named both Salt Lake Publishing and Kearns, LLC as defendants, and is seeking, among other things, damages (Deseret Publishing’s damages claims are confined to Salt Lake Publishing only and do not include Kearns, LLC) and declaratory and injunctive relief as to the meaning and enforceability of the Option, Management, and Joint Operating Agreements. Among Deseret Publishing’s claims against Kearns, LLC is its request for a declaration that the Management Agreement is unenforceable to the extent that it purports to authorize Salt Lake Publishing to take on behalf of Kearns, LLC certain required or permitted actions under the Joint Operating Agreement. In April, 2002 AT&T Broadband, LLC was dismissed from this lawsuit.

     In accordance with the Management Agreement, in January 2002 we notified Salt Lake Publishing that we would not be renewing the Management Agreement and that we would take over management of Kearns, LLC on July 31, 2002, when the Management Agreement expired by its terms. Seeking to continue its management of Kearns, LLC, Salt Lake Publishing filed an injunction seeking to stay on as manager until the issues surrounding the option exercise (more fully described below) are resolved on appeal. The injunction was denied, and on August 1, 2002, we began managing the operations of Kearns, LLC, subject to certain conditions imposed in the District Court’s Order dated July 22, 2002. That Order required MediaNews to provide Salt Lake Publishing with 30 days advance notice before disposing of any Tribune Asset exceeding $250,000.00 in value and to refrain from amending the Joint Operating Agreement or proceeding with irrevocable acts to acquire land and build a new press facility until 10 days after an entry of judgment in the case by the District Court. Salt Lake Publishing is appealing the denial of the injunction to the United States Court of Appeals for the Tenth Circuit, which will hear oral argument on the appeal on November 18, 2002.

     In January 2002, certain controlling members of Salt Lake Publishing filed a separate lawsuit in Colorado State Court in Denver. This lawsuit names all the same defendants, arises from the same underlying facts, and seeks overlapping equitable relief and compensatory and punitive damages as the pending federal case discussed above. We and the other defendants filed motions seeking to have this lawsuit dismissed or, in the alternative, stayed pending resolution of the federal action. On February 21, 2002, the Colorado court granted defendants’ motion to stay the Colorado action until the Utah federal court action has been resolved.

     On May 31, 2002, the Utah District Court issued an Order on Motions for Summary Judgment ruling that Salt Lake Publishing held a valid and enforceable option to purchase the Tribune Assets owned by Kearns, LLC. However, the District Court also ruled that one of the key components of the Tribune Assets, stock in Newspaper Agency Corporation (“NAC”), was subject to an anti-alienation provision contained in the Joint Operating Agreement that precludes the sale, assignment or transfer of the NAC stock by either party absent waiver or modification of the provision. Subsequent to the court ruling, Deseret Publishing notified Salt Lake Publishing that it would not waive or modify the anti-alienation provision or consent to the sale or transfer of the NAC stock to Salt Lake Publishing. On August 21, 2002, the District Court certified for immediate appeal to the United States Court of Appeals for the Tenth Circuit the question of whether the anti-alienation provision contained in the Joint Operating Agreement is enforceable, as the District Court held in its Summary Judgment Order, or is instead void as against public policy, as Salt Lake Publishing contends. On September 6, 2002, the appellate court agreed to hear an immediate appeal of this issue, and consolidated it with the appeal of the denial of the injunction which is scheduled to be argued on November 18, 2002.

     On August 23, 2002, we filed a motion asking that the District Court amend its prior certification order to request that the United States Court of Appeals for the Tenth Circuit consider an additional legal issue arising out of the Summary Judgment Order: whether the Option Agreement, as construed by the Court, is void and unenforceable. Salt Lake Publishing has opposed any amendment of the certification order, and the District Court has not yet ruled on the request. If the District Court grants the request to amend its certification order, the Tenth Circuit has discretion to either add this legal issue to the issues it is already considering in the pending appeal or to decline to consider the additional legal issue in the currently pending interlocutory appeal.

     Notwithstanding Deseret Publishing’s communication to Salt Lake Publishing and us that it will not waive the anti-alienation provision of the Joint Operating Agreement, Salt Lake Publishing has notified Kearns, LLC of its intention to exercise its option to acquire the Tribune Assets owned by Kearns, LLC. Salt Lake Publishing is seeking a judicial order requiring Kearns, LLC to specifically perform the Option Agreement. MediaNews and Deseret Publishing oppose specific performance. In the event the option were to be exercised, the Option Agreement provides for the purchase of “all, and not less than all” of the Tribune Assets held by Kearns, LLC at their fair market value as determined by an appraisal process involving up to three appraisers. That appraisal process is ongoing. We continue to believe that the Tribune Assets will be appraised at a value substantially in excess of our $200.0 million purchase price.

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Item 3. Legal Proceedings (continued)

     Salt Lake Publishing has amended its original complaint several times and currently asserts against MediaNews and Kearns, LLC various claims, including claims for breaches of contract, tort claims and claims for declaratory and injunctive relief relating to the Management, Option, and Joint Operating Agreements. Salt Lake Publishing is seeking, among other things, both compensatory and punitive damages and specific performance of the Option Agreement. MediaNews and Kearns, LLC have pending counterclaims against Salt Lake Publishing seeking declaratory and injunctive relief relating to the Management, Option and Joint Operating Agreements, and damages for breaches of contract and interference with contract. Additionally, MediaNews and Kearns, LLC have pending counterclaims for declaratory judgment, but no damages claims, naming Deseret Publishing. A trial on the issues that remain after the District Court’s Summary Judgment Order is currently scheduled to commence January 13, 2003. We are not in a position at this time to comment on the likely outcome of the damage portion of the litigation or the success of any appeals of the Utah District Court rulings; however, we do not believe that the litigation will have a materially adverse impact on our financial condition, results of operations, or liquidity. The cost of defending these lawsuits has been and may continue to be substantial.

     Other

     In November 2001, one of our former newsprint vendors brought a lawsuit against us seeking actual and compensatory damages relating to our alleged breach of a newsprint agreement between the vendor and us. We believe we have meritorious arguments in defense of the alleged breach and intend to vigorously defend ourselves in this matter. In addition, we have filed a counterclaim against the plaintiff related to damages caused by the plaintiff’s breaches. While we do not expect an unfavorable outcome, we do not believe an unfavorable outcome would have a material adverse impact on our financial condition, results of operations, or liquidity. We are currently seeking to resolve this legal action through mediation.

     We are involved in other litigation arising in the ordinary course of business. In our opinion, the outcome of these legal proceedings will not have a material adverse impact on our financial condition, results of operations, or liquidity.

Item 4. Submission of Matters to a Vote of Security Holders.

     None.

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PART II

Item 5. Market for Registrant’s Common Equity and Related Shareholder Matters.

     The Class A Common Stock is not registered and has no established trading market and is not widely held. As of September 16, 2002, there were 25 shareholders of record.

     We have never paid a dividend on our com