UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

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

For the Fiscal Year Ended June 30, 2004
OR

Commission File Number 033-75156

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. Item (1) Yes [X] No [  ]; Item (2) Yes [  ] No [X*]

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

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [  ] No. [X]

     State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

     Not applicable as there is no active market for our common equity.

     The number of shares outstanding of the registrant’s common stock as of September 27, 2004 was 2,298,346.

     Documents Incorporated by Reference: None

*The registrant’s duty to file reports with the Securities and Exchange Commission has been suspended in respect of its fiscal year commencing July 1, 2004 pursuant to Section 15(d) of the Securities Exchange Act of 1934.

Table of Contents

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Item 1: Business

General

     MediaNews Group, Inc. (“MediaNews” or “the Company”), a Delaware Corporation, was founded in March 1985. We are one of the largest private newspaper companies in the United States in terms of daily paid circulation. We control 40 market dominant daily and approximately 65 non-daily newspapers in eight 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 that operate under joint operating agency (“JOA”) agreements. The newspapers we currently control had combined daily and Sunday paid circulation of approximately 1.7 million and 2.2 million, respectively, as of March 31, 2004. In addition, we have a 33.8% interest in a partnership controlled by Gannett, the largest newspaper company in the United States. This partnership operates six daily newspapers in Texas and New Mexico with a combined daily circulation of approximately 130,000.

     We have grown primarily through strategic acquisitions, partnerships and, to a lesser extent, internal growth. One of our key strategies is geographic clustering. This strategy involves acquiring newspapers, or partnering with newspapers, in markets contiguous to those in which we already operate. Clustering has allowed us to realize substantial revenue synergies and cost efficiencies, resulting in higher operating cash flow growth at those newspapers than they would have achieved on a stand-alone basis.

     Our newspapers are 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 that 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 markets they serve. 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, making it attractive for both consumers and advertisers. Our metropolitan newspapers generate significant revenues from high margin national and employment advertising, which is strongly influenced by national and local economic trends. On the other hand, our suburban newspapers generate the majority of their revenues from local retail, classified and circulation sales, which we believe are less affected by national economic trends and therefore tend to provide a more stable base of operating cash flow.

     We also operate, in conjunction with our suburban newspapers, sizeable weekly newspaper groups that target the diverse communities and advertising opportunities that exist in and around large cities. In addition to relying on small local retailers, local classifieds and restaurants for advertising, suburban weekly newspapers allow us to attract a different base of advertisers than the daily newspaper, improve our competitive positioning, reduce the threat of competition from direct mail and shoppers (free circulars) and achieve greater household penetration in our newspaper markets. Our largest suburban weekly newspaper groups operate in conjunction with our San Francisco Bay area newspapers, Los Angeles Newspapers Group and Connecticut Post.

Industry Background

     Newspaper publishing is the oldest and largest segment of the media industry. Newspapers address the specific needs of the communities they serve by publishing a broad spectrum of local news as well as special editions that are targeted to specific advertisers and readers. In most communities, the local newspaper provides the primary voice for local news and information, including business, sports, government and social as well as political commentary, making a newspaper’s content attractive to both readers and advertisers. We believe that the local newspaper’s close relationship with its readers and local community is one of the primary reasons why newspapers remain a dominant medium for local advertising, accounting for approximately 40% of all local media advertising expenditures in the United States in calendar 2003.⁽¹⁾

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     We believe that, due to fragmentation of other mediums, newspapers are the last mass market medium available for advertisers to effectively reach a broad spectrum of highly attractive consumers. In addition, newspapers are one of the few forms of mass media used by readers for both editorial and advertising content. Independent studies have shown that 43% of Sunday newspaper readers value advertising as much as news and editorial content.⁽²⁾ Readers of newspapers also tend to be more highly educated and have higher incomes than non-newspaper readers, with a recent survey showing over 60% of college graduates and 63% of households with incomes greater than $75,000 read a daily newspaper.⁽¹⁾ Because of the desirable demographic and market reach of daily newspapers, we believe that they represent the most cost-effective means for advertisers to reach a broad and affluent spectrum of consumers.

     With the exception of a few of the largest cities, most cities in the United States do not have more than one daily newspaper. In addition, start-ups of daily newspapers that compete in a meaningful way with existing daily newspapers are rare.

Significant Transactions in Fiscal Year 2004

     Acquisitions/JOA Restructurings

     In May 2004, we restructured our interest in Charleston Newspapers (“Charleston JOA”). In exchange for $55.0 million (less a net adjustment for 50% of Charleston Newspapers’ net working capital, long-term employee benefits liabilities and long-term debt) and a limited partnership interest in a newly formed entity (Charleston Newspapers Holdings, L.P.), we contributed our general partnership interest in Charleston Newspapers and the masthead of the Charleston Daily Mail to Charleston Newspapers Holdings L.P. Our former partner in Charleston Newspapers is the general partner in Charleston Newspapers Holdings L.P. In addition, in conjunction with the restructuring, we also agreed to continue to be responsible for the news and editorial content of the Charleston Daily Mail. Under our agreement with Charleston Newspapers Holdings, L.P., we are reimbursed for the cost of providing the news and editorial content of the Charleston Daily Mail and paid a management fee. Our limited partnership interest does not entitle us to any share of the profits or losses of the limited partnership.

     Also in May 2004, we restructured our interest in The York Newspaper Company (“York JOA”) through the exercise of our call option to acquire the remaining 42.5% interest in The York Newspaper Company and the masthead of the York Daily Record for approximately $38.3 million. Prior to the call option exercise and the restructuring of our interest in the York JOA, one of our subsidiaries, York Newspapers, Inc., was responsible for the news and editorial content of The York Dispatch, whereas York Daily Record, Inc., the minority partner in The York Newspaper Company, was responsible for the news and editorial content of the York Daily Record. After the option exercise and the restructuring of the York JOA, we became responsible for the news and editorial content of the York Daily Record and an affiliate of our former partner in The York Newspaper Company became responsible for providing the news and editorial content for The York Dispatch. However, we still own the masthead and all other intangible and tangible assets of The York Dispatch. Under the restructured York JOA, we reimburse the affiliate of our former partner for the cost of providing the news and editorial content of The York Dispatch, plus a management fee of $240,000 per year.

     In January 2004, we purchased for approximately $9.0 million two weekly newspapers in southern California: the Grunion Gazette and Downtown Gazette. These weeklies are published in Long Beach where we own the daily newspaper.

     Debt Refinancings

     During fiscal year 2004, we took advantage of the favorable interest rate environment and completed several refinancings. In November 2003, we completed the sale of $300.0 million of our 6 7/8% Senior Subordinated Notes due 2013 (the “6 7/8% Notes”). We applied the net proceeds from the 6 7/8% Notes and other available funds to redeem all of our outstanding $300.0 million 8 3/4% Senior Subordinated Notes.

     In December 2003, we refinanced our bank credit facility. The new facility provided for borrowings of up to $600.0 million, consisting of a $350.0 million revolving credit facility and $250.0 million term loan “B” facility. In August 2004,

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we amended the bank credit facility. The August amendment and refinancing maintains the revolving credit facility and provides for a $100.0 million term loan “A” and a $148.8 million term loan “C,” both of which were used to refinance the previous term loan “B” facility. The amendment and refinancing revised maturities and lowered borrowing margins on the bank credit facility.

     In January 2004, we completed the sale of $150.0 million of our 6 3/8% Senior Subordinated Notes due 2014 to refinance in part our 8 5/8% Senior Subordinated Notes on their first call date. Until then, we used the net proceeds from the sale to pay off the revolving portion of our credit facility and elected to accumulate cash. On July 1, 2004, the first redemption date, we used cash on hand and borrowings under the bank credit facility to redeem all our outstanding $200.0 million 8 5/8% Senior Subordinated Notes.

Operating Strengths and Strategies

     Our long-term operating strategy is to increase revenues and operating cash flows through geographic clustering, partnerships and internal growth. Our internal growth strategy is built on our key strengths, which include development of new revenue streams, local news leadership, circulation growth and prudent cost controls. In addition, we seek to drive revenue growth in our Internet operations by leveraging our local content across a diverse array of classified advertising categories, including employment, automotive, real estate and other Internet verticals.

     Geographic Clusters and Partnerships. One of our key acquisition strategies is to acquire newspapers in markets contiguous to our own. We refer to this strategy, which we pioneered, 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, and implementing overall improvements in cost management. Clustering also enables us to maximize revenues by selling advertising into newspapers owned by us in contiguous markets. We believe that this strategy allows us to achieve higher operating margins at our clustered newspapers than we would realize from those newspapers on a stand-alone basis. The California Newspapers Partnership (“CNP”), the Denver Newspaper Agency (the “Denver JOA” or “DNA”) and the Texas-New Mexico Newspapers Partnership are all extensions of this strategy.

     New Revenue Streams. We focus on developing and implementing new revenue initiatives and exporting these initiatives across all of our newspapers. We continue to launch niche publications and implement other revenue growth initiatives, such as a monthly contest for the “best new revenue initiative,” revenue Think Tanks with our top sales executives, TOMA (“Top of Mind Awareness”) which introduces small local advertisers to the power of newspaper advertising and SWAT programs which utilize the skills of our best sales representatives in a sales blitz at a sister newspaper. We have also formed strategic alliances, such as a relationship with a direct mail provider designed to increase our share of the mid-week preprint and print and delivery business in four of our markets, including most recently the San Francisco Bay area. In January 2004, our Los Angeles Newspaper Group launched IMPACTO USA, a weekend home delivered Spanish-language newspaper. IMPACTO USA is home delivered every Saturday to over 250,000 Hispanic households in Central and East Los Angeles, Long Beach and the San Fernando Valley under a distribution strategy developed through the Latino Newspaper Network, a marketing and advertising sales partnership in which we participate. In conjunction with these programs, we utilize market research, demographic studies, zoning, strong local market penetration and active community involvement to develop and implement marketing programs that allow our newspapers to maximize their share of the available advertising dollars in the market.

     Local News Leadership. We believe that we have assembled the largest local newsgathering resources in our markets and we are committed to being the leading provider of high quality local news in those markets. Each newspaper is locally managed and sets its own news coverage and editorial policy based on the local market. Our focus on in-depth local news coverage sets us apart from other news sources in our markets, contributing to reader loyalty and increasing franchise value. With the timeliness and availability of national and world news 24 hours a day on television and the Internet, we believe that providing in-depth local news coverage is invaluable and is what sets us apart from other news sources, generating reader loyalty and increasing franchise value. 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 vehicle for promoting their goods and services. Although our focus is primarily on local news, we are committed to providing quality national and international news coverage when it is of particular interest to the local community, such as sending embedded reporters and photographers from our metropolitan daily newspapers to cover the war in Iraq.

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     The majority of our newspapers receive awards annually for excellence in various editorial categories in their respective regions and circulation size. For example, The Denver Post achieved the highest award for editorial excellence, winning a Pulitzer Prize in 2000 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, and in an ongoing effort to improve quality, we have made investments in digital photography.

     Circulation Growth. Circulation growth is essential to maintaining and growing the long-term franchise value at our newspapers. Accordingly, we have and will continue to make significant investments in circulation promotion, telemarketing and other circulation growth campaigns to increase circulation and readership. Recently enacted telemarketing rules, including the National Do-Not-Call Registry, are having an impact on our ability to gain subscriptions through telemarketing; however, we are not prohibited from calling those persons who are not registered with the registry or those persons who are, but with whom we have had a pre-existing relationship during the prior 18 months. Other home delivery circulation marketing programs are being implemented to offset the impact of the reduction in telemarketing. Our management incentive programs are designed to reward our publishers for circulation growth at their daily newspapers. Our circulation growth strategies are focused on growing home delivery and single copy sales, the most desired circulation types for our advertisers. 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, thereby delivering a stable subscriber base for our advertising customers and controlling subscriber acquisition costs. This strategy has improved circulation profits, but may at times decrease circulation volumes in the short-term. We are also making investments in technology to enhance demographic targeting of potential subscribers, aimed at selling to and retaining high quality subscribers.

     Cost Controls. We focus on 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 small annual increases. In addition, we further control labor costs through investments in state-of-the-art production equipment that improve production quality and increase operating efficiency. We are equally focused on newsprint cost control. Each of our newspapers benefits from the discounted newsprint pricing we obtain as one of the largest newspaper groups 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 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 by approximately 8% below 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 through ease of use.

     Internet. MediaNews Group interactive (“MNGi”), our Internet subsidiary, was established to take advantage of the increasing use of the Internet and its advertising growth opportunities. Our mission is to use the Internet and other electronic media to enhance and broaden our position as the leading provider of news, information and services in our strategically located markets. We are growing market share and extending the profitability of our local media franchises by leveraging our extensive newsgathering resources, print and online sales infrastructures and partnering with providers of emerging technologies, including broadband and wireless. We expect to extend the reach of our brands beyond our core and existing print audience to attract younger and more diverse users. Finally, we are cultivating relationships with new and existing advertisers by proactively addressing their needs and providing multimedia packages reaching target customers and generating optimal results.

     We intend to increase our direct sales by offering more comprehensive self-service online products in the future. We have also begun to implement next generation classified capabilities that we believe will result in more revenue per order, new revenue streams and significant cost savings. The development of these products will allow us to better compete with new entrants into on-line advertising and enhance advertiser satisfaction. In addition, we are introducing site registration and personalization across each of our sites, giving us the ability to integrate our online/offline databases to allow for a very high degree of online targeted marketing including print subscription acquisitions, email marketing and the ability to target advertising based on the captured demographic and psychographic data.

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     We have also made strategic Internet investments that we believe expand and enrich our online content, which are described in more detail below.

•		PowerOne Media (www.poweronemedia.com), provides interactive vertical classified advertising solutions, primarily for the newspaper industry. PowerOne Media solutions include CarCast, Zwire!, Classified Hosting, Employment (CareerSite), Display Ads, Franchise Solutions, Online Dating, and Real Estate. We own approximately 16% of PowerOne Media.
•		SeeitBuyit (www.seeitbuyit.com), is a marketing and promotional services company focused on providing the real estate industry a powerful listing and selling tool designed to provide a one stop shopping marketing solution for our real estate advertising customers. “SeeitBuyit” provides realtors with video photography online home tours brochures, direct mail pieces, and other items used by realtors in selling new and existing homes. SeeitBuyit is a wholly-owned subsidiary of MediaNews.

     By being the leading provider of local news and information in our markets, and leveraging the Internet, electronic media, emerging wireless and broadband technologies, we believe that our newspapers are well positioned to respond to and benefit from changes in the way advertising, news and information are delivered to customers now and in the future. Links to our online newspapers can be found at www.newschoice.com

     Superior Management. Our management team has a proven track record of successfully acquiring, including through partnerships, approximately 70 newspapers that have been successfully integrated into our operations. Our senior executives have spent the majority of their careers in the newspaper industry operating, acquiring and integrating newspapers.

     Strategic Acquisitions. In the past we have sought to acquire newspapers that are contiguous to our existing newspapers and that represent compelling values based on expected operating cash flow growth from clustering synergies, efficiencies or otherwise. We may from time to time continue to evaluate and pursue strategic or targeted acquisitions that meet our strict acquisition criteria, including our goal of not increasing our leverage ratio over the long-term.

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, direct mail and niche publications), National (national advertising accounts) and Classified advertising (employment, automotive, real estate, private party and personals). In fiscal year 2004, classified revenue continued to be impacted by declines in classified employment advertising due to the continued weak labor markets in most of our newspaper markets and throughout most of the United States. However, many of our newspapers began to see positive trends in the second half of the fiscal year. Other revenue consists primarily of revenue from commercial printing and the Internet. The contributions of Retail, National, Classified, Circulation and Other revenue to total revenues for fiscal years 2004, 2003 and 2002 are shown in the table below.

(1)

Generally accepted accounting principles do not allow us to consolidate the revenues for our JOA investments we do not control; accordingly, we record our share of the JOAs’ net results in one line item, “Income from Unconsolidated JOAs.” The revenue data for the JOAs we do not control (Salt Lake City, Denver, and Charleston through May 7, 2004) are excluded from this summary (see further discussion under Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies).

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Newsprint

     Newsprint is one of the largest costs of producing a newspaper, and the price of newsprint is subject to changes in worldwide supply and demand. We buy newsprint from several suppliers under arrangements that we believe provide us with 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 2004, 2003, and 2002, excluding our unconsolidated JOA operations, we consumed approximately 150,000, 154,000 and 148,000 metric tons of newsprint, respectively, and, during the same periods, incurred newsprint expense of $72.8 million, $67.3 million and $74.8 million, respectively. Newsprint expense as a percentage of revenue from our newspaper operations (excluding unconsolidated JOAs) for fiscal years 2004, 2003 and 2002, was 9.8%, 9.2% and 10.6%, respectively. Newsprint expense decreased from fiscal year 2002 through fiscal year 2003, primarily due to the decrease in the average price per metric ton of 13% from 2002 to 2003, as a result of price decreases that began in 2002 and continued into 2003. However, the average price per metric ton began to increase in the second quarter of fiscal year 2003 and continued to increase throughout fiscal year 2004. For the year ended June 30, 2004, our average price per metric ton was $485, whereas for the year ended June 30, 2003, our average price per metric ton was $438. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Near Term Outlook — Newsprint Prices” for a discussion regarding current newsprint pricing trends.

Employee Relations

     As of June 30, 2004, we employed at our consolidated entities and unconsolidated JOAs (excluding the Charleston JOA) approximately 8,000 full-time and 2,000 part-time employees, of which approximately 3,000 are unionized (almost 2,000 of the total union employees are in Denver). 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 and Cyclicality

     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 generally 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 generally our weakest revenue quarter of the year.

     Our advertising revenues, as well as those of the newspaper industry in general, are cyclical and dependent upon general economic conditions. Historically, advertising revenues have increased in periods of economic growth and declined with general national, regional and local economic downturns and recessionary economic conditions.

Competition

     Each of our newspapers competes for advertising revenue to varying degrees with magazines, yellow pages, radio, television and cable television, as well as with some weekly publications, direct mail and other advertising media, including electronic media (Internet). 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 brand name recognition 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 metropolitan daily newspapers with circulation in our suburban newspaper markets generally do not compete in any meaningful way for local advertising revenues, a newspaper’s main source of revenues. Our suburban daily newspapers capture the largest share of local advertising as a result of their in-depth coverage of their suburban market, providing our readers 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.

     Most newspapers are now publishing news and other content on the Internet. In addition, there are many sites on the Internet, which are advertising and/or subscription supported. Many of these sites target specific types of advertising such as employment, real estate and automotive classified. Accordingly, we have invested and will continue to invest in our online

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strategy, which we believe allows us to capture our share of the advertising dollars being spent on the Internet now and in the future.

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 waste and remediation of contaminated sites. Compliance with these laws has not had, nor do we expect it to have, a material effect upon our capital expenditures, net income or competitive position. Although we believe we are in material compliance with these requirements, we may not have been and will not at all times be in complete compliance with all applicable requirements, and there can be no guarantee we will not incur material costs including fines or damages, resulting from non-compliance.

     Environmental laws and regulations and their interpretation have changed rapidly in recent years and may continue to do so in the future. These may include obligations to investigate and clean-up environmental contamination on or from properties we currently or formerly owned or operated, or at off-site locations where we are identified as a responsible party. Certain laws impose strict and, under certain circumstances, joint and several liability for investigation and clean-up costs. Environmental Assessment Reports of our properties have identified historic activities and conditions on certain of these properties, as well as current and historic uses of properties in surrounding areas, which may require further study or remedial measures. No material remedial measures are currently anticipated or planned by us 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 an environmental condition not known to us, or that an environmental condition does not otherwise exist at any such property which could result in incurrence of material cost.

     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: Properties

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

     Certain facilities located in Denver, Colorado and Oakland, Pasadena, San Bernardino, Hayward and Pleasanton, California are operated under long-term leases.

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

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Item 3: Legal Proceedings

     MediaNews and Salt Lake City Tribune Publishing Company (“SLTPC”) continue to be involved in litigation over SLTPC’s option to acquire the assets used in connection with the operation and publication of The Salt Lake Tribune. See Note 11: Commitments and Contingencies, of the notes to our consolidated financial statements for a description of the background of this litigation.

     We are also involved in other legal proceedings. Kmart Corporation (“Kmart”) has commenced an adversary proceeding against us and certain of our subsidiaries and joint operating agencies in bankruptcy court seeking the return of certain payments received from Kmart under a “critical vendor” program with respect to pre-bankruptcy balances due from Kmart. On February 24, 2004, the United States Court of Appeals for the Seventh Circuit upheld a ruling that payments to “critical vendors” by Kmart related to pre-bankruptcy balances due these vendors were improper. We are currently evaluating our legal options with respect to Kmart’s claims for return of payments received. Our June 30, 2004 financial statements reflect an accrual for our estimated losses associated with the critical vendor payments received from Kmart. See Note 11: Commitments and Contingencies, of the notes to our consolidated financial statements for a more complete description of this and other lawsuits.

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, Related Shareholder Matters and Issuer Purchases of Equity Securities

     There were no equity securities sold by us during fiscal year 2004. There is no established public trading market for our common stock.

     As of September 27, 2004, there were approximately 10 record holders of our Class A Common Stock.

     We have not paid a cash dividend on our common stock and we do not currently have plans to pay cash dividends on our common stock. In addition, our long-term debt agreements contain covenants which, among other things, limit our ability to pay dividends to our shareholders.

     We do not currently have any equity compensation plans, although an equity compensation plan is currently being considered.

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Item 6: Selected Financial Data

     The following table sets forth the selected historical consolidated financial data for fiscal years 2000 through 2004, which is derived from the consolidated financial statements of MediaNews and should be read in conjunction with such financial statements and the related notes included elsewhere in this Form 10-K. The selected historical consolidated financial data of MediaNews is qualified by reference to, and should be read together with, the consolidated financial statements of MediaNews and related notes thereto included elsewhere in this Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Footnotes from previous page (continued).