JOURNAL REGISTER CO, S-1, 1997-03-17

JOURNAL REGISTER CO
S-1, 1997-03-17

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

JOURNAL REGISTER COMPANY
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 2711 22-3498615
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or Code Number)
organization)
</TABLE>

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

STATE STREET SQUARE
50 WEST STATE STREET
TRENTON, NEW JERSEY 08608
(609) 396-2200
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
--------------------------

ROBERT M. JELENIC
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
JOURNAL REGISTER COMPANY
STATE STREET SQUARE
50 WEST STATE STREET
TRENTON, NEW JERSEY 08608
(609) 396-2200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------

COPIES TO:

ANDREW R. BROWNSTEIN, ESQ. JOHN S. D'ALIMONTE, ESQ.
Wachtell, Lipton, Rosen & Katz Willkie Farr & Gallagher
51 West 52nd Street 153 East 53rd Street
New York, NY 10019 New York, NY 10022
(212) 403-1000 (212) 821-8000

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: / / _________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ____________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share shares $ $172,500,000 $52,273
</TABLE>

(1) Includes shares issuable upon exercise of the Underwriters' over-allotment
option. See "Underwriters."

(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.
--------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

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- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE

This Registration Statement contains a prospectus relating to a public
offering in the United States and Canada (the "U.S. Offering") of an aggregate
of shares of Common Stock, par value $.01 (the "Common Stock"), of Journal
Register Company, together with a separate prospectus cover page relating to a
concurrent offering outside the United States and Canada (the "International
Offering") of an aggregate of shares of Common Stock. The complete
prospectus for the U.S. Offering follows immediately after this Explanatory
Note. After such prospectus is the alternate cover page for the International
Offering. All of the pages of the prospectus for the U.S. Offering are to be
used for both the U.S. Offering and the International Offering.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED MARCH 17, 1997

SHARES
[LOGO]
JOURNAL REGISTER COMPANY

COMMON STOCK
-----------------

OF THE SHARES OF COMMON STOCK BEING OFFERED, SHARES ARE BEING
OFFERED INITIALLY IN THE
UNITED STATES AND CANADA BY THE U.S. UNDERWRITERS AND SHARES ARE BEING
OFFERED INITIALLY OUTSIDE THE UNITED STATES AND CANADA BY THE
INTERNATIONAL UNDERWRITERS. SEE "UNDERWRITERS." ALL OF THE SHARES OF
COMMON STOCK OFFERED HEREBY ARE BEING SOLD BY THE COMPANY. PRIOR TO
THE OFFERINGS, THERE HAS BEEN NO PUBLIC MARKET FOR THE COMMON STOCK
OF THE COMPANY. IT IS CURRENTLY ESTIMATED THAT THE INITIAL
PUBLIC OFFERING PRICE PER SHARE WILL BE BETWEEN $ AND
$ . SEE "UNDERWRITERS" FOR A DISCUSSION OF THE
FACTORS CONSIDERED IN DETERMINING THE INITIAL PUBLIC
OFFERING PRICE.

-------------------------------------------------
APPLICATION WILL BE MADE FOR APPROVAL TO LIST
THE COMMON STOCK ON THE NEW YORK STOCK
EXCHANGE UNDER THE SYMBOL "JRC."
-------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 11 FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
-------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------

PRICE $ A SHARE
-------------------

<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
------------------ ------------------ ------------------
<S> <C> <C> <C>
PER SHARE................................................ $ $ $
TOTAL(3)................................................. $ $ $
</TABLE>

- ---------
(1) THE COMPANY AND CERTAIN AFFILIATES OF E.M. WARBURG, PINCUS & CO., LLC
(COLLECTIVELY, "WARBURG, PINCUS") HAVE AGREED TO INDEMNIFY THE UNDERWRITERS
AGAINST CERTAIN LIABILITIES, INCLUDING LIABILITIES UNDER THE SECURITIES ACT
OF 1933, AS AMENDED.

(2) BEFORE DEDUCTING EXPENSES PAYABLE BY THE COMPANY ESTIMATED AT $ .

(3) WARBURG, PINCUS HAS GRANTED TO THE UNDERWRITERS AN OPTION, EXERCISABLE
WITHIN 30 DAYS OF THE DATE HEREOF, TO PURCHASE UP TO AN AGGREGATE OF
ADDITIONAL SHARES OF COMMON STOCK AT THE PRICE TO PUBLIC LESS UNDERWRITING
DISCOUNTS AND COMMISSIONS FOR THE PURPOSE OF COVERING OVER-ALLOTMENTS, IF
ANY. IF THE UNDERWRITERS EXERCISE SUCH OPTION IN FULL, THE TOTAL PRICE TO
PUBLIC, UNDERWRITING DISCOUNTS AND COMMISSIONS, PROCEEDS TO COMPANY AND
PROCEEDS TO WARBURG, PINCUS WILL BE $ , $ , $ ,
AND $ , RESPECTIVELY. SEE "UNDERWRITERS."
------------------------

THE SHARES ARE OFFERED, SUBJECT TO PRIOR SALE, WHEN, AS AND IF ACCEPTED BY
THE UNDERWRITERS NAMED HEREIN AND SUBJECT TO APPROVAL OF CERTAIN LEGAL MATTERS
BY WILLKIE FARR & GALLAGHER, COUNSEL FOR THE UNDERWRITERS. IT IS EXPECTED THAT
DELIVERY OF THE SHARES WILL BE MADE ON OR ABOUT , 1997 AT THE OFFICE
OF MORGAN STANLEY & CO. INCORPORATED, NEW YORK, N.Y., AGAINST PAYMENT THEREFOR
IN IMMEDIATELY AVAILABLE FUNDS.

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

MORGAN STANLEY & CO.
INCORPORATED

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

MERRILL LYNCH & CO.

BEAR, STEARNS & CO. INC.

CHASE SECURITIES INC.

, 1997
<PAGE>
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITY OTHER THAN THE COMMON STOCK OFFERED IN THE OFFERINGS, NOR DOES
IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OFFERED IN THE OFFERINGS TO ANY PERSON IN ANY JURISDICTION IN WHICH
IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION TO SUCH PERSON. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE IN THE OFFERINGS SHALL UNDER ANY
CIRCUMSTANCES IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
DATE SUBSEQUENT TO THE DATE HEREOF.

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

Until , 1997 (25 days after the date of this Prospectus), all
dealers effecting transactions in the registered securities, whether or not
participating in this distribution, may be required to deliver a Prospectus.
This delivery requirement is in addition to the obligation of dealers to deliver
a Prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

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

<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>

Prospectus Summary.................................................................... 3
Risk Factors.......................................................................... 11
The Company........................................................................... 15
Use of Proceeds....................................................................... 15
Dividend Policy....................................................................... 15
Dilution.............................................................................. 16
Capitalization........................................................................ 17
Selected Combined Financial and Operating Data........................................ 18
Management's Discussion and Analysis of Financial Condition and Results of
Operations.......................................................................... 20
Business.............................................................................. 28
Management............................................................................ 42
Certain Transactions.................................................................. 51
Principal and Selling Stockholders.................................................... 52
Description of Capital Stock.......................................................... 54
Shares Eligible for Future Sale....................................................... 56
Underwriters.......................................................................... 57
Legal Matters......................................................................... 60
Experts............................................................................... 60
Additional Information................................................................ 61
Forward-Looking Statements............................................................ 61
Index to Financial Statements......................................................... F-1
</TABLE>

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

The Company intends to furnish to its stockholders annual reports containing
financial statements audited by an independent public accounting firm and
quarterly reports for the first three quarters of each fiscal year containing
interim unaudited financial information.

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

CERTAIN PERSONS PARTICIPATING IN THE OFFERINGS MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH THE OFFERINGS
AND MAY BID FOR, AND PURCHASE, SHARES OF THE COMMON STOCK IN THE OPEN MARKET.
FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITERS."

2
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN
CONJUNCTION WITH, THE MORE DETAILED INFORMATION, INCLUDING "RISK FACTORS" AND
THE HISTORICAL COMBINED FINANCIAL STATEMENTS AND NOTES THERETO, APPEARING
ELSEWHERE IN THIS PROSPECTUS. EXCEPT AS OTHERWISE INDICATED HEREIN, THE
INFORMATION IN THIS PROSPECTUS ASSUMES NO EXERCISE OF THE UNDERWRITERS'
OVER-ALLOTMENT OPTION. EXCEPT AS OTHERWISE INDICATED HEREIN, ALL PRO FORMA
INFORMATION HAS BEEN PREPARED TO GIVE EFFECT TO THE CONVERSION OF THE COMPANY
FROM A LIMITED LIABILITY COMPANY TO A CORPORATION AND THE CONTRIBUTION OF AN
AFFILIATED ENTITY TO THE COMPANY AS IF SUCH TRANSACTIONS HAD OCCURRED AS OF
DECEMBER 31, 1996. UNLESS THE CONTEXT INDICATES OR REQUIRES OTHERWISE, AS USED
IN THIS PROSPECTUS, THE "COMPANY" MEANS JOURNAL REGISTER COMPANY AND ALL OF ITS
SUBSIDIARIES AND THEIR RESPECTIVE PREDECESSORS. "COMMON STOCK" MEANS THE
COMPANY'S COMMON STOCK, PAR VALUE $.01 PER SHARE. UNLESS OTHERWISE INDICATED,
INDUSTRY DATA CONTAINED HEREIN ARE DERIVED FROM PUBLICLY AVAILABLE INDUSTRY
JOURNALS, REPORTS AND OTHER PUBLICLY AVAILABLE SOURCES, WHICH THE COMPANY HAS
NOT INDEPENDENTLY VERIFIED AND WHICH THE COMPANY BELIEVES TO BE RELIABLE, AND
WHERE SUCH SOURCES WERE NOT AVAILABLE, FROM COMPANY ESTIMATES, WHICH THE COMPANY
BELIEVES TO BE REASONABLE, BUT WHICH CANNOT BE INDEPENDENTLY VERIFIED. DAILY AND
SUNDAY CIRCULATION DATA CONTAINED HEREIN ARE AVERAGES FOR THE SIX MONTHS ENDED
SEPTEMBER 30, 1996 ACCORDING TO THE AUDIT BUREAU OF CIRCULATIONS ("ABC") FAS-FAX
REPORT. ALL HOUSEHOLD INCOME DATA AND DATA REGARDING WHITE COLLAR WORKFORCE
CONTAINED HEREIN WERE OBTAINED FROM EQUIFAX MDS, 1996.

THE COMPANY

Journal Register Company is a leading U.S. newspaper publisher, with total
paid daily circulation of approximately 556,000 and total non-daily distribution
of approximately 2.7 million. The Company owns and operates 18 daily newspapers
and 118 non-daily publications strategically clustered in five geographic areas:
Connecticut; Ohio; Philadelphia and its surrounding areas; the greater St. Louis
area; and central New England. The Company's newspapers are characterized by an
intense focus on coverage of local news and sports and offer compelling graphic
design in colorful, reader-friendly packages.

Since 1993, the Company has successfully completed seven strategic
acquisitions, acquiring six daily newspapers, 52 non-daily publications and one
commercial printing company. The Company has generally increased the revenues
and significantly increased the cash flow and profitability of its acquired
newspapers. For the fiscal year ended December 31, 1996, the Company generated
revenues of $351.1 million, EBITDA (as defined in "Summary Combined Financial
and Operating Data") of $119.4 million, net income of $28.1 million and pro
forma net income (as defined in "Summary Combined Financial and Operating Data")
of $ million. In 1996, the Company's EBITDA as a percentage of revenues
("EBITDA Margin") was approximately 34%, representing the sixth consecutive year
of improvement in its EBITDA Margin. From 1992 through 1996, the Company
recorded compound annual growth in revenues and EBITDA of approximately 8% and
12%, respectively. The Company has achieved this growth through a combination of
expanding revenues in existing geographic areas, strategic acquisitions and
implementing cost controls and ongoing expense reduction efforts at existing and
acquired newspapers.

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

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

3
<PAGE>
The Company's revenues are derived from advertising (approximately 73% of
1996 revenues), paid circulation (23%), and commercial printing and other (4%).
The Company's advertiser base is predominantly local. The Company's newspapers
seek to produce desirable results for local advertisers by targeting readers
based on certain geographic and demographic characteristics. The Company seeks
to increase readership, and thereby generate traffic for its advertisers, by
focusing on high product quality, local content and creative and interactive
promotions. The Company promotes single copy sales of its newspapers because it
believes that such sales have higher readership than subscription sales, and
that single copy readers tend to be more active consumers of goods and services,
as indicated in a recent Newspaper Association of America ("NAA") study. Single
copy sales also tend to generate higher profits than subscription sales, as
single copy sales generally have higher per unit prices and lower associated
distribution costs. Subscription sales, which provide readers with the
convenience of home delivery, are an important component of the Company's
circulation base. The Company also publishes numerous special sections and niche
and special interest publications. Such publications tend to increase readership
within targeted demographic groups and geographic areas. The Company believes
that as a result of these strategies, its newspapers represent an attractive and
cost-effective medium for readers and advertisers.

The Company's advertising revenues in 1996 were derived primarily from a
broad group of local retailers (approximately 58%) and classified advertisers
(approximately 38%). No advertiser accounted for more than 2% of the Company's
1996 advertising revenues. The Company believes that because its newspapers rely
on a broad base of local retail and local classified advertising rather than
more volatile national and major account advertising, its advertising revenues
tend to be relatively stable.

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

STRATEGY

The Company's objective is to continue its growth in revenues, cash flow,
profitability and net income. The principal elements of the Company's strategy
are to: (i) expand advertising revenues and readership; (ii) grow by
acquisition; (iii) capture synergies from geographic clustering; and (iv)
implement consistent operating policies and standards.

- EXPAND ADVERTISING REVENUES AND READERSHIP. The Company focuses on
increasing advertising and circulation revenues and expanding readership
at its existing and newly acquired properties. The Company's expansion
strategy includes, among other things, cross-selling advertising space
among publications, developing creative and interactive promotional
campaigns, launching new products and increasing its on-line presence.

- GROW BY ACQUISITION. Since 1993, the Company has completed seven strategic
acquisitions and has generally increased the revenues and significantly
increased the cash flow and profitability of its acquired newspapers. The
Company seeks to acquire publications located within its existing
geographic clusters. However, the Company may acquire publications not
located within existing clusters, but which, in turn, could form the bases
of new clusters. Following the acquisition of a publication, the Company
seeks to implement improvements quickly and efficiently. Typically, these
improvements are aimed at increasing readership, enhancing advertising and
circulation revenues and reducing expenses by implementing strategies
similar to those in use at the Company's existing properties. The Company
believes that there are sufficient potential acquisition candidates to
justify the continued pursuit of its acquisition strategy.

- CAPTURE SYNERGIES FROM GEOGRAPHIC CLUSTERING. The Company's strategy of
clustering newspapers and other operations has resulted in significant
synergies and cost savings within each cluster, including cross-selling of
advertising, centralized news-gathering and consolidation of certain
production functions, primarily printing. Such synergies and cost savings
have resulted in the cost

4
<PAGE>
effective introduction of new products and services, improved printing
quality, expanded paging and improved distribution.

- IMPLEMENT CONSISTENT OPERATING POLICIES AND STANDARDS. The Company has
developed certain operating policies and standards which it believes have
resulted in significant improvements in the cash flow and profitability of
existing and acquired newspapers. These policies and standards include
specific guidelines regarding, among other things, local content, product
quality, distribution and customer service, marketing and promotion,
financial controls, centralized purchasing and community involvement.

5
<PAGE>

The following table sets forth information regarding the Company's
newspapers:

OHIO
THE NEWS-HERALD............... 1878 1987 Lake County 51,752 64,349
THE MORNING JOURNAL........... 1921 1987 Lorain 41,272 46,136
THE TIMES REPORTER............ 1903 1987 Dover-New 24,316 26,513
Philadelphia
Non-Daily Distribution........ 54,651

PHILADELPHIA AND SURROUNDING
AREAS
DAILY LOCAL NEWS.............. 1872 1986 West Chester, PA 34,457 32,582
THE TIMES HERALD.............. 1799 1993 Norristown, PA 25,365 21,583
THE PHOENIX................... 1888 1986 Phoenixville, PA 4,681
THE TRENTONIAN................ 1945 1985 Trenton, NJ 61,678 48,468
Non-Daily Distribution........ 164,817

GREATER ST. LOUIS AREA
Suburban Newspapers
of Greater St. Louis
73 editions of 40
JOURNALS.................... 1921 1984 St. Louis, MO 1,618,263
THE TELEGRAPH................. 1836 1985 Alton, IL 29,812 32,143 32,000

CENTRAL NEW ENGLAND
THE HERALD NEWS............... 1872 1985 Fall River, MA 30,319 32,558
TAUNTON DAILY GAZETTE......... 1848 1996 Taunton, MA 15,270
THE RECORD.................... 1896 1987 Troy, NY 27,216 31,003
THE CALL...................... 1892 1984 Woonsocket, RI 19,807 19,485
THE TIMES..................... 1885 1984 Pawtucket, RI 18,098
Non-Daily Distribution........ 153,036
------------- ------------- --------------
TOTALS.......................... 556,156 540,997 2,697,777
------------- ------------- --------------
------------- ------------- --------------
</TABLE>

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(1) For merged properties and newspaper groups, the year given reflects the date
of origination for the earliest publication.

(2) Circulation averages for the six months ended September 30, 1996, according
to the ABC Fas-Fax Report.

(3) Non-daily distribution includes both paid (110,880) and free (2,586,897)
distribution. Non-daily distribution reflects average distribution for
December 1996, except as otherwise noted in "Business--Overview of
Operations."

(4) In August 1996, the Company commenced publication of a Sunday newspaper, THE
HERALD PRESS, serving readers of THE HERALD, THE BRISTOL PRESS and THE
MIDDLETOWN PRESS.

6
<PAGE>
BACKGROUND

Affiliates of E.M. Warburg, Pincus & Co., LLC (collectively, "Warburg,
Pincus") have owned the majority of the equity securities of the Company and its
predecessors since 1983. Since 1990, Warburg, Pincus has owned substantially all
of the equity securities of the Company. Warburg, Pincus is a specialized
financial services organization which manages approximately $7.0 billion of
investments in its venture banking activities. Upon completion of the Offerings,
Warburg, Pincus will own approximately % of the Common Stock then
outstanding. Warburg, Pincus has agreed with the Company that, following
consummation of the Offerings and with respect to any matter brought to a
stockholder vote, Warburg, Pincus will vote in its own discretion shares
representing no more than 50% of the voting power of the Company's shares
entitled to vote on the applicable matter. The shares owned by Warburg, Pincus
which represent in excess of such 50% will be voted in the same proportion as
the shares voted by the other stockholders on the applicable matter.

7
<PAGE>
THE OFFERINGS

The offering of shares of Common Stock initially being offered in the
United States and Canada (the "U.S. Offering") and the offering of shares
of Common Stock initially being offered in a concurrent international offering
outside the United States and Canada (the "International Offering") are
collectively referred to as the "Offerings." The closing of each of the
Offerings is conditioned upon the closing of the other Offering.

<TABLE>
<S> <C>
Common Stock offered

United States Offering..................... shares

International Offering..................... shares

Total.................................... shares(1)

Common Stock to be outstanding after the
Offerings.................................. shares(2)

Proposed New York Stock Exchange symbol...... JRC

Use of Proceeds.............................. For repayment of outstanding indebtedness.
Approximately $ million will be used
to repay indebtedness (including accrued
interest) owed to Warburg, Pincus. See "Use
of Proceeds."
</TABLE>

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

(1) Assumes the Underwriters' over-allotment option is not exercised. If such
over-allotment is exercised, up to an additional shares will be sold by
Warburg, Pincus in the Offerings.

(2) Includes the Bonus Shares (as defined herein). Excludes shares of
Common Stock reserved for issuance under the Company's 1997 Stock Incentive
Plan (the "1997 Plan"), of which options for shares have been granted
or will be issued upon completion of the Offerings. See
"Management--Compensation Pursuant to Plans--1997 Stock Incentive Plan."

RISK FACTORS

In addition to the other information contained in this Prospectus, the
discussion of risk factors, which begins on page 11 hereof, should be considered
carefully in evaluating an investment in the Common Stock. The risks of
investing in the Common Stock include the following factors: newspaper industry
competition, dependence on local economies, fluctuation of quarterly results,
the Company's acquisition strategy, the price and availability of newsprint,
indebtedness, holding company structure, environmental matters, potential
litigation exposure, influence by existing stockholder, anti-takeover effect of
certain certificate of incorporation and by-law provisions, absence of prior
public market, possible volatility of stock price, shares eligible for future
sale and dilution.

8
<PAGE>
SUMMARY COMBINED FINANCIAL AND OPERATING DATA

The following summary combined data (except number of newspapers and per
share amounts) have been derived from the audited combined financial statements
of the Company. The summary combined financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Combined Financial Statements and Notes
thereto.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------
1992 1993 1994 1995 1996
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT NUMBER OF NEWSPAPERS AND PER SHARE
AMOUNTS)
STATEMENT OF OPERATIONS DATA:
Revenues:
Advertising.......................................... $ 193,064 $ 201,929 $ 224,071 $ 249,534 $ 256,971
Circulation.......................................... 54,607 58,230 65,204 73,797 79,776
----------- ----------- ----------- ----------- -----------
Newspaper revenues..................................... 247,671 260,159 289,275 323,331 336,747
Commercial printing and other.......................... 13,150 11,710 10,875 15,626 14,373
----------- ----------- ----------- ----------- -----------
260,821 271,869 300,150 338,957 351,120
Operating expenses:
Salaries and employee benefits....................... 95,522 96,252 105,607 110,651 111,626
Newsprint, ink and printing charges.................. 32,964 35,285 36,481 48,243 50,110
Selling, general and administrative.................. 25,770 24,017 25,312 28,678 30,993
Depreciation and amortization........................ 33,812 24,097 18,605 19,178 20,525
Other................................................ 30,622 30,757 34,187 38,743 38,976
Unusual items(1)..................................... 119,583 241,969 -- -- --
----------- ----------- ----------- ----------- -----------
338,273 452,377 220,192 245,493 252,230
----------- ----------- ----------- ----------- -----------
Operating income (loss)................................ (77,452) (180,508) 79,958 93,464 98,890
Net interest and other expense......................... (60,876) (55,295) (42,049) (64,028) (56,472)
----------- ----------- ----------- ----------- -----------
Income (loss) before provision for income taxes,
extraordinary items and cumulative effect of
accounting changes................................... (138,328) (235,803) 37,909 29,436 42,418
Provision for income taxes (benefit)................... (3,726) 3,067 4,126 2,653 14,309
----------- ----------- ----------- ----------- -----------
Income (loss) before extraordinary items and cumulative
effect of accounting changes......................... (134,602) (238,870) 33,783 26,783 28,109
Extraordinary items and cumulative effect of accounting
changes(2)........................................... 99,146 7,698 (13,100) -- --
----------- ----------- ----------- ----------- -----------
Net income (loss)...................................... $ (35,456) $ (231,172) $ 20,683 $ 26,783 $ 28,109
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Pro forma earnings per share(3)........................ -- -- -- --

OTHER DATA:
EBITDA(4).............................................. $ 75,943 $ 85,558 $ 98,563 $ 112,642 $ 119,415
EBITDA Margin.......................................... 29.1% 31.5% 32.8% 33.2% 34.0%
----------- ----------- ----------- ----------- -----------
Capital expenditures................................... $ 3,896 $ 12,457 $ 8,326 $ 4,859 $ 7,675
Number of daily newspapers, end of period.............. 13 15 16 17 18
Number of non-daily newspapers, end of period.......... 62 65 68 114 118
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996
------------------------------
PRO FORMA
PRO FORMA(5) AS ADJUSTED(6)
------------- ---------------

<S> <C> <C>
BALANCE SHEET DATA:
Total current assets..............................................................
Property, plant and equipment, net................................................
Total assets......................................................................
Total current liabilities, less current maturities of long-term debt..............
Total debt, including current maturities..........................................
Members' deficit..................................................................
</TABLE>

9
<PAGE>
- ------------------------

(1) As a result of the restructuring of the Company's debt in 1992 and 1993 and
management's assessment of certain of its newspaper properties, the Company
reduced the carrying value of its intangible assets related to prior
acquisitions and reflected this charge as an unusual item in the financial
statements.

(2) Extraordinary items represent gains or losses related to debt
extinguishment. In 1992, a Plan of Reorganization of a subsidiary of the
Company was approved by the court. As a result, certain of that subsidiary's
obligations were discharged, and the Company recognized a gain on
extinguishment of debt of $113.9 million. In connection with certain
refinancings, the Company recognized a net gain of $7.7 million in 1993 and
a loss of $13.1 million in 1994 on extinguishment of debt. In 1992, the
Company incurred a charge of $14.8 million, which was classified as a
cumulative effect of accounting changes relating to the adoption of
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" and Statement of Financial Accounting Standards No. 106, "Employer's
Accounting for Postretirement Benefits Other Than Pensions."

(3) The pro forma earnings per share will be calculated reflecting the new
capital structure of the Company. See "The Company" and Note 11 of "Notes to
the Combined Financial Statements."

(4) EBITDA is defined by the Company as operating income (loss) plus
depreciation, amortization and other non-cash charges. EBITDA is not
intended to represent cash flow from operations and should not be considered
as an alternative to operating or net income computed in accordance with
generally accepted accounting principles ("GAAP") as an indicator of the
Company's operating performance or as an alternative to cash flows from
operating activities (as determined in accordance with GAAP) as a measure of
liquidity. The Company believes that EBITDA is a standard measure commonly
reported and widely used by analysts, investors and other interested parties
in the media industry. Accordingly, this information has been disclosed
herein to permit a more complete comparative analysis of the Company's
operating performance relative to other companies in the industry. Certain
covenants contained in the Company's Credit Agreement are based upon EBITDA.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and Note 4 of "Notes to Combined Financial Statements."

(5) Reflects (i) the conversion of the Company from a limited liability company
to a Delaware corporation and (ii) the payment of the Management Bonuses.

(6) Adjusted to give effect to the Offerings and the application of the net
proceeds therefrom.

10
<PAGE>
RISK FACTORS

PRIOR TO MAKING AN INVESTMENT DECISION, PROSPECTIVE PURCHASERS SHOULD
CONSIDER CAREFULLY AND EVALUATE, IN ADDITION TO OTHER INFORMATION CONTAINED IN
THIS PROSPECTUS, THE FOLLOWING RISK FACTORS:

NEWSPAPER INDUSTRY COMPETITION

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

DEPENDENCE ON LOCAL ECONOMIES

The Company's advertising revenues and, to a lesser extent, circulation
revenues are dependent on a variety of factors specific to the communities which
the Company's newspapers serve. These factors include, among others, the size
and demographic characteristics of the local population, local economic
conditions in general, and the related retail segments in particular, and local
weather conditions. If the local economy, prevailing retail environment or
weather conditions of the communities which the Company's newspapers serve were
to be adversely affected, there could be no assurance that the Company's
financial condition or results of operations would not be adversely affected.

FLUCTUATION OF QUARTERLY RESULTS

Newspaper companies tend to follow a distinct and recurring seasonal
pattern. The first quarter of the year (January-March) tends to be the weakest
quarter because advertising volume is then at its lowest level. Correspondingly,
the fourth quarter (October-December) tends to be the strongest quarter, as it
includes heavy holiday season advertising. The Company expects that seasonal
fluctuations will continue to affect its results of operations in future
periods. Results of operations in any period should not be considered indicative
of the results to be expected for any future periods. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

ACQUISITION STRATEGY

The Company has grown through, and anticipates that it will continue to grow
through, acquisitions of daily and non-daily newspapers and similar
publications. Acquisitions may expose the Company to particular risks,
including, without limitation, diversion of management's attention, assumption
of liabilities and amortization of goodwill and other acquired intangible
assets, some or all of which could have a material adverse effect on the
financial condition or results of operations of the Company. Depending on the
value and nature of the consideration paid by the Company for acquisitions, such
acquisitions may have a dilutive impact on the Company's earnings per share. In
making acquisitions, the Company competes for acquisition targets with other
companies, many of which are larger and have greater financial resources than
the Company. There can be no assurance that the Company will continue to be
successful in identifying acquisition opportunities, assessing the value,
strengths and weaknesses of such opportunities, evaluating the costs of new
growth opportunities at existing operations or managing the publications it owns
and improving their operating efficiency. See "Business--Strategy--Grow by
Acquisition."

11
<PAGE>
PRICE AND AVAILABILITY OF NEWSPRINT

INDEBTEDNESS

The Company has a substantial amount of indebtedness. As of December 31,
1996, after giving effect to the Offerings, the application of the net proceeds
therefrom and the payment of the Management Bonuses (as defined herein), the
consolidated indebtedness of the Company would have been approximately
$ million, which represents a multiple of times the Company's EBITDA in
1996 of approximately $119 million. The Company may incur additional
indebtedness to fund operations, capital expenditures or future acquisitions.
See "Use of Proceeds" and "Capitalization."

The Company believes that cash provided by operating activities will be
sufficient to fund its operations and to meet payment requirements under its
Senior Secured Term Loans (collectively, the "Term Loan") and Senior Secured
Revolving Credit Facility (the "Revolver," and together with the Term Loan, the
"Senior Facilities") under the Company's credit agreement, as amended (the
"Credit Agreement"). However, a decline in cash provided by operating
activities, which could result from factors beyond the Company's control, such
as unfavorable economic conditions, an overall decline in advertising
expenditures or increased competition, could impair the Company's ability to
service its debt. The Credit Agreement requires the maintenance of certain
financial ratios and imposes certain operating and financial restrictions on the
Company which restrict, among other things, the Company's ability to declare
dividends, redeem stock, incur indebtedness, create liens, sell assets,
consummate mergers and make capital expenditures, investments and acquisitions.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" and Notes 4 and 11 of "Notes to
Combined Financial Statements."

HOLDING COMPANY STRUCTURE

The Company is a holding company which conducts its operations through
direct and indirect subsidiaries. The Company's available cash will depend upon
the cash flow of its subsidiaries and the ability of such subsidiaries to make
funds available to the Company in the form of loans, dividends or otherwise. The
subsidiaries are separate and distinct legal entities and have no obligation,
contingent or otherwise, to make funds available to the Company, whether in the
form of loans, dividends or otherwise. The Credit Agreement is secured by the
common stock and certain assets of the Company's operating subsidiaries. In
addition, the Company's subsidiaries may, subject to limitations contained in
the Credit Agreement, become parties to financing arrangements which may contain
limitations on the ability of such subsidiaries to pay dividends or to make
loans or advances to the Company. In the event of any insolvency, bankruptcy

12
<PAGE>
or similar proceedings of a subsidiary, creditors of such subsidiary would
generally be entitled to priority over the Company with respect to assets of the
affected subsidiary.

ENVIRONMENTAL MATTERS

The Company's operations are subject to federal, state and local
environmental laws and regulations pertaining to air and water quality, storage
tanks and the management and disposal of wastes at its facilities. To the best
of the Company's knowledge, its operations are in material compliance with
applicable environmental laws and regulations as currently interpreted. The
Company cannot predict with any certainty whether future events, such as changes
in existing laws and regulations or the discovery of conditions not currently
known to the Company, may give rise to additional costs which could be material.
Furthermore, actions by federal, state and local governments concerning
environmental matters could result in laws or regulations that could have a
material adverse effect on the financial condition or results of operations of
the Company. See "Business--Environmental Matters."

POTENTIAL LITIGATION EXPOSURE

The Company and its subsidiaries are from time to time named as defendants
in litigation in which the plaintiffs claim significant damages. The Company's
insurance may not be sufficient to prevent an adverse judgment from having a
material adverse effect on the financial condition or results of operations of
the Company. See "Business--Legal Proceedings."

INFLUENCE BY EXISTING STOCKHOLDER

Upon completion of the Offerings, Warburg, Pincus will beneficially own
approximately % of the outstanding shares of the Common Stock. Warburg,
Pincus has agreed with the Company that, following completion of the Offerings
and with respect to any matter brought to a stockholder vote, Warburg, Pincus
will vote in its own discretion shares representing no more than 50% of the
voting power of the Company's shares entitled to vote on the applicable matter.
The shares owned by Warburg, Pincus which represent in excess of such 50% will
be voted in the same proportion as the shares voted by the other stockholders on
the applicable matter. Notwithstanding such agreement, it is probable that
Warburg, Pincus will continue to be able to elect the Company's Board of
Directors (the "Board of Directors") and take, or block, other corporate actions
requiring stockholder approval, as well as to dictate the direction and policies
of the Company. The concentration of ownership, whether or not the agreement is
in effect, also could delay, deter or prevent a sale of the Company or a
majority of the outstanding stock of the Company. See "Principal and Selling
Stockholders."

ANTI-TAKEOVER EFFECT OF CERTAIN CERTIFICATE
OF INCORPORATION AND BY-LAWS PROVISIONS

Certain provisions of the Company's Certificate of Incorporation (the
"Certificate") and By-laws (the "By-laws") may have the effect of delaying,
deterring or preventing a sale of the Company or a majority of the outstanding
stock of the Company. Such provisions may also render the removal of directors
and management more difficult. Specifically, the Certificate or By-laws provide
for a classified Board of Directors serving staggered three-year terms,
restrictions on who may call a special meeting of stockholders, a prohibition on
stockholder action by written consent and certain advance notice requirements
for stockholder nominations of candidates for election to the Board of Directors
and certain other stockholder proposals. The Certificate does not include an
election to opt out of the Delaware anti-takeover statute. In addition, the
Certificate authorizes the issuance of preferred stock, par value $.01 per share
(the "Preferred Stock"), without stockholder approval and upon such terms as the
Board of Directors may determine. The issuance of Preferred Stock may also have
the effect of delaying, deterring or preventing a sale of the Company or a
majority of the outstanding stock of the Company. The rights of the holders of
Common Stock will be subject to, and may be adversely affected by, the rights of
holders of

13
<PAGE>
Preferred Stock that may be issued in the future. The Company has no present
plans to issue any shares of Preferred Stock. See "Description of Capital
Stock."

ABSENCE OF PRIOR PUBLIC MARKET;
POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Offerings, there has been no public market for the Common
Stock. Although application will be made for approval for listing of the Common
Stock on the New York Stock Exchange, there can be no assurance that an active
trading market for the Common Stock will develop or be sustained following the
Offerings or that the market price of the Common Stock will not decline below
the initial public offering price. The initial public offering price will be
determined by negotiation between the Company and the representatives of the
Underwriters based upon several factors and may not be indicative of future
market prices. The price at which the Common Stock will trade will depend upon a
number of factors, some of which are beyond the Company's control. Such factors
include, but are not limited to, the Company's historical and anticipated
operating results, general market and economic conditions, quarterly
fluctuations in the Company's financial and operating results, announcements by
the Company or others and developments affecting the Company, its publications,
its advertisers, readers and suppliers, the markets in which it competes or the
newspaper industry generally. In addition, the stock market has from time to
time experienced extreme price and volume fluctuations. These broad market
fluctuations may have an adverse effect on the market price of the Common Stock.
See "Underwriters--Pricing of the Offerings."

SHARES ELIGIBLE FOR FUTURE SALE

Future sales of Common Stock by existing stockholders under Rule 144 ("Rule
144") of the Securities Act of 1933, as amended (the "Securities Act"), or
otherwise could have an adverse effect on the price of the Common Stock. The
shares of Common Stock sold in the Offerings will be eligible for immediate
resale, except to the extent acquired by "affiliates" of the Company, as such
term is defined in Rule 144. Additionally, the Bonus Shares and shares of
Common Stock will be eligible for sale in the public market pursuant to Rule 144
or Rule 701 ("Rule 701") under the Securities Act, or otherwise, 180 days after
the effective date of the Registration Statement of which this Prospectus is a
part upon expiration of lock-up agreements with the Underwriters. Sales of such
shares in the public market or the perception that such sales may occur, could
adversely affect the market price of the Common Stock or impair the Company's
ability to raise additional capital in the future through the sale of equity
securities. Any additional shares outstanding upon completion of these Offerings
will be eligible for sale pursuant to Rule 144 upon the expiration of the
applicable holding period. Promptly after completion of the Offerings, the
Company expects to file with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 covering the Bonus Shares and
the shares of Common Stock underlying grants available under the 1997 Plan. See
"Management--Compensation Pursuant to Plans," "Shares Eligible for Future Sale"
and "Underwriters."

DILUTION

Investors purchasing Common Stock in the Offerings will incur substantial
and immediate dilution in the amount of approximately $ in net tangible
book value per share of Common Stock from the initial public offering price.
After giving effect to the Offerings, the application of the net proceeds
therefrom and the payment of the Management Bonuses, the total stockholders'
deficit of the Company will be approximately $ . See "Dilution."

14
<PAGE>
THE COMPANY

The Company is a leading U.S. newspaper publisher, with total paid daily
circulation of approximately 556,000 and total non-daily distribution of
approximately 2.7 million. The Company owns and operates 18 daily newspapers and
118 non-daily publications strategically clustered in five geographic areas:
Connecticut; Ohio; Philadelphia and its surrounding areas; the greater St. Louis
area; and central New England. The Company's newspapers are characterized by an
intense focus on coverage of local news and sports and offer compelling graphic
design in colorful, reader-friendly packages.

Warburg, Pincus has owned the majority of the equity securities of the
Company and its predecessors since 1983. Since 1990, Warburg, Pincus has owned
substantially all of the equity securities of the Company. Upon completion of
the Offerings, Warburg, Pincus will own approximately % of the Common Stock
then outstanding.

Beginning in 1983, Warburg, Pincus acquired and owned newspaper publications
in partnership with the prior management of the Company's predecessors. In 1990,
Warburg, Pincus acquired substantially all of the equity securities of these
ventures, and such ventures have been operated by current management since such
time. In 1992 and 1993, certain of the Company's subsidiaries underwent certain
debt restructuring transactions. See Note 2 of "Selected Financial and Operating
Data." In 1997, the Company was converted from a limited liability company into
a Delaware corporation in connection with the Offerings. See Note 11 of "Notes
to Combined Financial Statements."

The Company's principal executive office is located at State Street Square,
50 West State Street, Trenton, New Jersey 08608-1298, and its telephone number
is (609) 396-2200. The Company's Internet address is
http://www.journalregister.com.

USE OF PROCEEDS

The net proceeds to the Company from the sale of Common Stock in the
Offerings are estimated to be $ million, after deducting underwriting
discounts and commissions and estimated offering expenses and assuming an
initial offering price of $ per share. The Company will not receive any
proceeds from the sale of Common Stock by Warburg, Pincus if the Underwriters'
over-allotment option is exercised.

The Company intends to use the net proceeds of the Offerings to repay
indebtedness. Approximately $ of such proceeds will be used to repay a
portion of the amounts outstanding under the Term Loan, which bears interest at
a floating rate which was approximately 7.75% per annum (as of January 1, 1997)
and matures on December 31, 2002. Approximately $ of such proceeds will
be used to retire all of the outstanding principal amount of and accrued and
unpaid interest on the Company's Subordinated Notes due to Warburg, Pincus,
which bear interest at a rate of 10.0% per annum and mature on June 30, 2002
(the "Subordinated Notes"). The Company intends to use cash on hand and/or
borrowings under the Revolver to fund the cash portion of the Management
Bonuses. See "Management--Compensation Pursuant to Plans--Management Bonus
Plan," "Certain Transactions" and Notes 4 and 11 of "Notes to Combined Financial
Statements."

DIVIDEND POLICY

The Company has not paid dividends on the Common Stock and does not
anticipate paying dividends on the Common Stock in the foreseeable future. The
Company intends to retain future earnings for reinvestment in the Company. In
addition, the Credit Agreement places limitations on the Company's ability to
pay dividends or make any other distributions on the Common Stock. See Note 4 of
"Notes to Combined Financial Statements." Any future determination as to the
payment of dividends will be subject to such prohibitions and limitations, will
be at the discretion of the Board of Directors and will depend on the Company's
results of operations, financial condition, capital requirements and other
factors deemed relevant by the Board of Directors. See "Risk Factors--Holding
Company Structure" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources."

15
<PAGE>
DILUTION

The pro forma net tangible book value of the Company as of December 31, 1996
was $ , or approximately $ per share of Common Stock. Net
tangible book value per share represents the amount of total tangible assets
less total liabilities, divided by the aggregate number of shares of Common
Stock outstanding as of December 31, 1996. Without taking into account any
changes in the Company's net tangible book value after December 31, 1996, other
than to give effect to the receipt of the net proceeds from the sale of the
shares of Common Stock in the Offerings at an assumed initial public
offering price of $ per share and after deducting the underwriting
discounts and commissions and estimated offering expenses to be paid by the
Company, the net tangible book value of the Company on December 31, 1996 would
have been $ , or $ per share. This represents an immediate
increase in net tangible book value of $ per share of Common Stock to
existing stockholders and an immediate dilution of approximately $ per
share to new investors purchasing shares in the Offerings. The following table
illustrates the per share dilution:

<TABLE>
<S> <C> <C>
Initial public offering price per share................................. $
Net tangible book deficit per share before the Offerings.............. $
Increase per share attributable to the Offerings......................
---------
Net tangible book deficit per share after the Offerings.................
---------
Dilution per share to new investors..................................... $
---------
---------
</TABLE>

The following table sets forth on a pro forma basis reflecting the
completion of the Offerings as of December 31, 1996, the number of shares of
Common Stock purchased from the Company, the total consideration paid to the
Company and the average price per share paid by existing stockholders and by the
new investors purchasing shares of Common Stock from the Company in the
Offerings (before deducting the underwriting discount and estimated offering
expenses):

<TABLE>
<CAPTION>
TOTAL CONSIDERATION
SHARES PURCHASED
------------------------ ------------------------ AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders........................................ % $ % $
New investors................................................ $
----- ----- ----------- -----
Total........................................................ % $ %
----- ----- ----------- -----
----- ----- ----------- -----
</TABLE>

The foregoing calculations reflect the issuance of the Bonus Shares, assume
no exercise of the Underwriters' over-allotment option and exclude shares
subject to options granted under the 1997 Plan that will be issued upon
completion of the Offerings. See "Management--Compensation Pursuant to
Plans--1997 Stock Incentive Plan."

16
<PAGE>
CAPITALIZATION

The following table sets forth the pro forma capitalization of the Company
as of December 31, 1996 reflecting: (i) the conversion of the Company from a
limited liability company to a Delaware corporation; and (ii) the payment of the
Management Bonuses. See "The Company" and "Management-- Compensation Pursuant to
Plans--Management Bonus Plan." The table also sets forth the pro forma
capitalization as adjusted to give effect to the Offerings and the application
of the estimated net proceeds therefrom. See "Use of Proceeds." This table
should be read in conjunction with the financial statements and notes thereto
included elsewhere in this Prospectus. See "Combined Financial Statements" and
Notes thereto.
<TABLE>
<CAPTION>
DECEMBER 31, 1996
-----------------------
<S> <C> <C>
PRO FORMA
PRO FORMA AS ADJUSTED
---------- -----------

<CAPTION>
(IN THOUSANDS)
<S> <C> <C>
Long-term debt (including current maturities):
Term Loan.............................................................................. $ $
Revolver...............................................................................
Subordinated Notes and accrued interest due to stockholders............................
Other debt.............................................................................
---------- -----------
Total debt...........................................................................

Stockholders' equity (deficit):
Common stock, par value $.01 per share, shares authorized, shares issued and
outstanding and shares issued and outstanding as adjusted(1)...................
Additional paid-in capital.............................................................
Accumulated deficit....................................................................
---------- -----------
Total stockholders' deficit..........................................................
---------- -----------
Total capitalization..................................................................... $ $
---------- -----------
---------- -----------
</TABLE>

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

(1) Includes the issuance of the Bonus Shares. Excludes shares of Common
Stock reserved for issuance under the 1997 Plan, of which options for
shares have been granted or will be issued upon completion of the
Offerings. See "Management--Compensation Pursuant to Plans."

17
<PAGE>
SELECTED COMBINED FINANCIAL AND OPERATING DATA

The following selected combined data (except number of newspapers and per
share amounts) have been derived from the audited combined financial statements
of the Company. The selected combined financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Combined Financial Statements and Notes
thereto.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------
1992 1993 1994 1995
------------ ------------ ------------ ------------
(IN THOUSANDS, EXCEPT NUMBER OF NEWSPAPERS AND PER
SHARE AMOUNTS)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Advertising.................................................. $ 193,064 $ 201,929 $ 224,071 $ 249,534
Circulation.................................................. 54,607 58,230 65,204 73,797
------------ ------------ ------------ ------------
Newspaper revenues............................................. 247,671 260,159 289,275 323,331
Commercial printing and other.................................. 13,150 11,710 10,875 15,626
------------ ------------ ------------ ------------
260,821 271,869 300,150 338,957
Operating expenses:
Salaries and employee benefits............................... 95,522 96,252 105,607 110,651
Newsprint, ink and printing charges.......................... 32,964 35,285 36,481 48,243
Selling, general and administrative.......................... 25,770 24,017 25,312 28,678
Depreciation and amortization................................ 33,812 24,097 18,605 19,178
Other........................................................ 30,622 30,757 34,187 38,743
Unusual items(1)............................................. 119,583 241,969 -- --
------------ ------------ ------------ ------------
338,273 452,377 220,192 245,493
------------ ------------ ------------ ------------
Operating income (loss)........................................ (77,452) (180,508) 79,958 93,464
Net interest and other expense................................. (60,876) (55,295) (42,049) (64,028)
------------ ------------ ------------ ------------
Income (loss) before provision for income taxes, extraordinary
items and cumulative effect of accounting changes............ (138,328) (235,803) 37,909 29,436
Provision for income taxes (benefit)........................... (3,726) 3,067 4,126 2,653
------------ ------------ ------------ ------------
Income (loss) before extraordinary items and cumulative effect
of accounting changes........................................ (134,602) (238,870) 33,783 26,783
Extraordinary items and cumulative effect of accounting
changes(2)................................................... 99,146 7,698 (13,100) --
------------ ------------ ------------ ------------
Net income (loss).............................................. $ (35,456) $ (231,172) $ 20,683 $ 26,783
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
OTHER DATA:
EBITDA......................................................... $ 75,943 $ 85,558 $ 98,563 $ 112,642
EBITDA Margin.................................................. 29.1% 31.5% 32.8% 33.2%
------------ ------------ ------------ ------------
Capital expenditures........................................... $ 3,896 $ 12,457 $ 8,326 $ 4,859
Number of daily newspapers, end of period...................... 13 15 16 17
Number of non-daily newspapers, end of period.................. 62 65 68 114

BALANCE SHEET DATA:
Total current assets........................................... $ 57,248 $ 57,901 $ 56,959 $ 73,456
Property, plant and equipment, net............................. 105,012 104,958 100,842 99,036
Total assets................................................... 447,734 244,428 245,290 306,434
Total current liabilities, less current maturities of long-term
debt......................................................... 54,167 31,028 33,734 44,582
Total debt, including current maturities....................... 570,777 625,317 664,298 689,256
Members' deficit(3)............................................ (206,462) (437,634) (478,548) (451,767)

1996
------------

<S> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Advertising.................................................. $ 256,971
Circulation.................................................. 79,776
------------
Newspaper revenues............................................. 336,747
Commercial printing and other.................................. 14,373
------------
351,120
Operating expenses:
Salaries and employee benefits............................... 111,626
Newsprint, ink and printing charges.......................... 50,110
Selling, general and administrative.......................... 30,993
Depreciation and amortization................................ 20,525
Other........................................................ 38,976
Unusual items(1)............................................. --
------------
252,230
------------
Operating income (loss)........................................ 98,890
Net interest and other expense................................. (56,472)
------------
Income (loss) before provision for income taxes, extraordinary
items and cumulative effect of accounting changes............ 42,418
Provision for income taxes (benefit)........................... 14,309
------------
Income (loss) before extraordinary items and cumulative effect
of accounting changes........................................ 28,109
Extraordinary items and cumulative effect of accounting
changes(2)................................................... --
------------
Net income (loss).............................................. $ 28,109
------------
------------
OTHER DATA:
EBITDA......................................................... $ 119,415
EBITDA Margin.................................................. 34.0%
------------
Capital expenditures........................................... $ 7,675
Number of daily newspapers, end of period...................... 18
Number of non-daily newspapers, end of period.................. 118
BALANCE SHEET DATA:
Total current assets........................................... $ 66,035
Property, plant and equipment, net............................. 91,713
Total assets................................................... 305,985
Total current liabilities, less current maturities of long-term
debt......................................................... 37,720
Total debt, including current maturities....................... 654,825
Members' deficit(3)............................................ (423,658)
</TABLE>

18
<PAGE>
- ------------------------

(3) During 1994, the Company was converted into a limited liability company. In
connection with such conversion, the Company's preferred stock and dividends
in arrears thereon were redeemed for approximately $61.6 million.

19
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

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

OVERVIEW

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

The Company currently owns and operates 18 daily newspapers and 118
non-daily publications strategically clustered in five geographic areas:
Connecticut; Ohio; Philadelphia and its surrounding areas; the greater St. Louis
area; and central New England. The Company has total paid daily circulation of
556,000, total paid Sunday circulation of 541,000, and total non-daily
distribution of 2.7 million.

The Company's objective is to continue its growth in revenues, EBITDA,
EBITDA Margin and net income. The principal elements of the Company's strategy
are to: (i) expand advertising revenues and readership; (ii) grow by
acquisition; (iii) capture synergies from geographic clustering; and (iv)
implement consistent operating policies and standards. Since 1993, the Company
has successfully completed seven strategic acquisitions, acquiring six daily
newspapers, 52 non-daily publications and one commercial printing company.

The Company believes that small metropolitan and suburban daily newspapers
and suburban and community non-daily newspapers are generally effective in
addressing the needs of local readers and advertisers under widely varying
economic conditions. The Company believes that because its newspapers rely on
local retail and local classified advertising rather than more volatile national
and major account advertising, its advertising revenues tend to be relatively
stable.

As part of the Company's strategy, the Company focuses on increasing
advertising and circulation revenues and expanding readership at its existing
and newly acquired properties. The Company has also developed certain operating
policies and standards which it believes have resulted in significant
improvements in the cash flow and profitability of its existing and acquired
newspapers, including (i) focusing on local content, (ii) maintaining and
improving product quality; (iii) enhancing distribution and customer service;
(iv) facilitating marketing and promotion; (v) implementing financial controls
and (vi) promoting community involvement. See "Business--Strategy."

SOURCES OF REVENUES

The Company's revenues are derived from advertising (73.2% of 1996
revenues), paid circulation (22.7%) and commercial printing and other (4.1%).

The Company has a broad and diverse advertiser base, of which no advertiser
accounted for more than 2% of the Company's 1996 advertising revenues.
Substantially all of the Company's advertising revenues in 1996 were derived
from local retailers (58.3%) and classified advertisers (37.6%). Changes in
advertising rates are driven primarily by results achieved for advertisers,
local economic conditions and competition. The Company generally seeks to
increase advertising rates annually and has done so at the majority of its
newspapers for each of the past five years.

Circulation revenues are derived from home delivery sales to subscribers and
single copy sales made through retail outlets and vending machines. In 1996,
71.5% of circulation revenues were derived from subscription sales and 28.5%
were derived from single copy sales. Single copy rates currently range from $.35
to $.50 per daily copy and from $.50 to $1.75 per Sunday copy. The Company
implements creative and

20
<PAGE>
interactive programs and promotions to increase readership and circulation,
through both subscription and single copy sales.

OPERATING EXPENSES

Operating expenses (excluding depreciation and amortization) represented
66.0% of the Company's revenues in 1996. The Company's primary expenses are:
salaries and employee benefits (31.8% of 1996 revenues); newsprint, ink and
printing charges (14.3%); selling, general and administrative expenses (8.8%),
which include insurance, telecommunication services, bad debt expense, promotion
expense and agency commissions; and other expenses (11.1%), which include, among
other items, costs related to newspaper delivery, editorial expenses such as
correspondents, wire services, syndicated columnists, supplies and production
costs other than newsprint, ink and printing charges, such as printing plates
and composing charges. The Company is focused on minimizing expenses and has
successfully reduced operating expenses (excluding non-cash charges) as a
percentage of revenues in each of the past six years.

Salaries and employee benefits are the Company's largest operating expense.
The Company has been able to control salaries and employee benefit expenses as a
result of efficiencies realized from implementing new technology as well as its
focus on synergies from its strategy of clustering operations. In 1996, salaries
and employee benefits increased .9% due to acquisitions, but decreased as a
percentage of revenues. For operations owned for the full twelve months in both
1995 and 1996, salaries and employee benefit expenses declined by 5.1%.

Newsprint represents the single largest raw material expense of the Company
and, after salaries and employee benefit expenses, is its most significant
operating expense. Newsprint expense increased significantly in 1995 on an
industry-wide basis, peaking at $770 per metric ton in the first quarter of 1996
(based on average East Coast transaction prices), as reported by the trade
publication PULP AND PAPER WEEKLY. Prices began to decrease in the second
quarter of 1996 and, by December 1996, had decreased to $510 per metric ton
(based on average East Coast transaction prices). In December 1996, newsprint
suppliers announced a newsprint price increase to take effect in February 1997;
this increase has been delayed, and several newsprint suppliers have indicated
it will be further delayed until April 1, 1997. The initial announcements
indicated the increase will be $75 per metric ton. The Company is unable to
predict whether any increase will take place or the amount or timing of any
increase. The Company has in the past implemented programs to reduce newsprint
consumption to offset newsprint price increases. For example, in 1995 the
Company began reducing web width at a majority of its newspapers, which has
resulted in reduced page sizes and produced a corresponding decrease in
newsprint consumption by approximately 8%. As part of its effort to control
expenses, the Company actively manages its newsprint inventory based on
anticipated changes in newsprint prices and adjusts advertising and circulation
rates to offset, in part, the effects of changes in newsprint prices. See "Risk
Factors--Price and Availability of Newsprint" and "Business--Raw Materials."

21
<PAGE>
RESULTS OF OPERATIONS

The following table presents selected combined financial information for
1994, 1995 and 1996 and the approximate percentage of revenues represented
thereby:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------
% OF % OF % OF
1994 REVENUES 1995 REVENUES 1996 REVENUES
---------- ----------- ---------- ----------- ---------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Advertising..................................... $ 224,071 74.7% $ 249,534 73.6% $ 256,971 73.2%
Circulation..................................... 65,204 21.7 73,797 21.8 79,776 22.7
---------- ----- ---------- ----- ---------- -----
Newspaper revenues................................ 289,275 96.4 323,331 95.4 336,747 95.9
Commercial printing and other..................... 10,875 3.6 15,626 4.6 14,373 4.1
---------- ----- ---------- ----- ---------- -----
300,150 100.0 338,957 100.0 351,120 100.0
Operating expenses:
Salaries and employee benefits.................. 105,607 35.2 110,651 32.6 111,626 31.8
Newsprint, ink and printing charges............. 36,481 12.2 48,243 14.2 50,110 14.3
Selling, general and administrative............. 25,312 8.4 28,678 8.5 30,993 8.8
Depreciation and amortization................... 18,605 6.2 19,178 5.7 20,525 5.8
Other........................................... 34,187 11.4 38,743 11.4 38,976 11.1
---------- ----- ---------- ----- ---------- -----
220,192 73.4 245,493 72.4 252,230 71.8
---------- ----- ---------- ----- ---------- -----
Operating income.................................. 79,958 26.6 93,464 27.6 98,890 28.2
Net interest and other expense.................... (42,049) (14.0) (64,028) (18.9) (56,472) (16.1)
---------- ----- ---------- ----- ---------- -----
Income before provision for income taxes and
extraordinary item.............................. 37,909 12.6 29,436 8.7 42,418 12.1
Provision for income taxes........................ 4,126 1.4 2,653 .8 14,309 4.1
---------- ----- ---------- ----- ---------- -----
Income before extraordinary items................. 33,783 11.2 26,783 7.9 28,109 8.0
Extraordinary item:
Loss on extinguishment of debt.................. (13,100) (4.4) -- -- -- --
---------- ----- ---------- ----- ---------- -----
Net income........................................ $ 20,683 6.8% $ 26,783 7.9% $ 28,109 8.0%
---------- ----- ---------- ----- ---------- -----
---------- ----- ---------- ----- ---------- -----

OTHER DATA:
EBITDA............................................ $ 98,563 32.8% $ 112,642 33.2% $ 119,415 34.0%
Number of daily newspapers, end of period......... 16 17 18
Number of non-daily newspapers, end of period..... 68 114 118
</TABLE>

The Company's revenues increased from $260.8 million in 1992 to $351.1
million in 1996. EBITDA has grown from $75.9 million to $119.4 million over the
same period. Growth in revenues and EBITDA was mainly attributable to
acquisitions consummated since 1993, expansion in advertising and circulation
revenues and the Company's continued focus on expense controls. During 1992 and
1993, the Company evaluated its intangible assets based on facts and
circumstances existing at the time. The Company's evaluation considered the
outlook for the newspaper properties it owned, its capital structure and the
industry conditions existing at the time. As a result of this evaluation, the
Company reduced its intangible assets by $119.6 million and $242.0 million in
1992 and 1993, respectively.

22
<PAGE>
YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

REVENUES. In 1996, revenues increased $12.1 million, or 3.6%, to $351.1
million from $339.0 million in 1995, primarily as a result of acquisitions.
Revenues in 1995 reflect the results of operations since the 1995 acquisitions
of New England Acquisition Corp. (42 non-daily publications and one commercial
printing company), THE HERALD and THE MIDDLETOWN PRESS, as compared to the full
12 months of results for each of these acquired companies in 1996. Newspaper
revenues for operations owned during the full 12 months in both periods were
basically flat, at $304.2 million in 1995 and $304.0 million in 1996.
Advertising revenues increased $7.5 million, or 3.0%, to $257.0 million in 1996
from $249.5 million in 1995. For newspapers operated during the full 12 months
in both periods, advertising revenues declined 1.0% to $231.7 million in 1996
from $234.1 million in 1995. In 1996, advertising revenues were negatively
impacted by record-breaking snowfalls in the first quarter in the eastern United
States and the soft retail environment in such areas. Circulation revenues
increased $6.0 million, or 8.1%, to $79.8 million in 1996 from $73.8 million in
1995. For newspapers operated during the full 12 months in both periods,
circulation revenues increased $2.2 million or 3.3%, from $70.1 million in 1995
to $72.3 million in 1996, as a result of increased subscription and single copy
rates. Commerical printing and other revenues decreased $1.2 million or 8.0%,
from $15.6 million in 1995 to $14.4 million in 1996, reflecting highly
competitive conditions in the commerical printing industry offset, in part, by a
full year of revenues in 1996 attributable to the commercial printing business
acquired in 1995. Commercial printing and other revenues represented 4.1% of the
Company's revenues in 1996.

SALARIES AND EMPLOYEE BENEFIT EXPENSES. In 1996, salaries and employee
benefit expenses accounted for 31.8% of the Company's revenues, as compared to
32.6% in 1995. Salaries and employee benefit expenses increased $1.0 million to
$111.6 million in 1996 from $110.6 million in 1995, primarily as a result of the
1995 acquisitions, which added approximately 450 full-time and 240 part-time
employees. For operations owned during the full 12 months in both periods,
salaries and employee benefit expenses decreased $5.2 million or 5.1% in 1996 as
compared to 1995, due to increased operating efficiencies and expense controls.

NEWSPRINT, INK AND PRINTING CHARGES. In 1996, newsprint, ink and printing
charges accounted for 14.3% of the Company's revenues, as compared to 14.2% in
1995. Newsprint, ink and printing charges increased $1.9 million, or 3.9%, in
1996 to $50.1 million from $48.2 million in 1995, as a result of the 1995
acquisitions. For operations owned during the full 12 months in both periods,
newsprint, ink and printing charges were basically flat, at $43.5 million in
1995 and $43.4 million in 1996, as a result of a decrease in consumption offset
by the effect of higher average newsprint prices during 1996. The consumption
decrease was primarily related to web-width reductions at a majority of the
Company's newspapers which reduced page sizes and produced a corresponding
decrease in newsprint consumption of approximately 8%. The Company also reduced
fringe circulation, as it is the Company's belief that such circulation does not
provide adequate response for advertisers.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. In 1996, selling, general,
and administrative expenses accounted for 8.8% of the Company's revenues, as
compared to 8.5% in 1995. Selling, general and administrative expenses increased
$2.3 million, or 8.1%, to $31.0 million in 1996 from $28.7 million in 1995,
primarily due to acquisitions. For operations owned during the full 12 months in
both periods, selling, general and administrative expenses increased $413,000 or
1.5%, from $26.7 million to $27.1 million.

DEPRECIATION AND AMORTIZATION EXPENSE. In 1996, depreciation and
amortization expense accounted for 5.8% of the Company's revenues, as compared
to 5.7% in 1995. Depreciation and amortization expense increased $1.3 million,
or 7.0%, to $20.5 million in 1996 from $19.2 million in 1995, primarily as a
result of acquisitions made during the period.

23
<PAGE>
OTHER EXPENSES. In 1996, other expenses accounted for 11.1% of the
Company's revenues, as compared to 11.4% in 1995. Other expenses increased
$233,000, or .6%, to $39.0 million in 1996 from
$38.8 million in 1995. For operations owned during the full 12 months in both
periods, other expenses decreased $2.5 million, or 7.1%, from $35.1 million to
$32.6 million as a result of cost controls and synergistic effects of the
Company's clustering strategy.

OPERATING INCOME. Operating income increased 5.8% to $98.9 million in 1996
from $93.5 million in 1995. As a percentage of revenues, operating income
increased from 27.6% in 1995 to 28.2% in 1996 primarily for the reasons
discussed above.

NET INTEREST EXPENSE. Net interest expense was $56.3 million in 1996, an
11.1% decrease from $63.3 million in 1995. The decrease of $7.0 million
reflected a decrease in average borrowing rates and lower average debt
outstanding during 1996.

PROVISION FOR INCOME TAXES. The Company reported effective tax rates of
9.0% in 1995 and 33.7% in 1996, which were lower than the combined federal and
state statutory rates. In both years, this was primarily due to the recognition
of tax benefits which had been offset by a valuation allowance in previous
years. See Note 7 of "Notes to Combined Financial Statements." The Company
expects to report an effective tax rate which is higher than those effective
rates previously reported, but lower than the combined federal and state
statutory rates as a result of the various tax strategies which the Company
intends to implement.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

REVENUES. In 1995, revenues increased $38.8 million, or 12.9%, to $339.0
million from $300.2 million in 1994, primarily as a result of acquisitions and
advertising and circulation rate increases. Revenues in 1994 reflect the results
of operations since the 1994 acquisition of THE BRISTOL PRESS, as compared to
the full 12 months of results for this company in 1995. Revenues in 1995 reflect
the results of operations since the 1995 acquisitions of New England Acquisition
Corp., THE HERALD and THE MIDDLETOWN PRESS. Newspaper revenues for operations
owned during the full 12 months in both periods, increased $13.0 million, or
4.6% from $283.7 million to $296.7 million. Advertising revenues increased $25.4
million, or 11.4%, to $249.5 million in 1995 from $224.1 million in 1994
primarily due to the results of acquisitions and rate increases. For newspapers
operated during the full 12 months in both periods, advertising revenues
increased $9.1 million, or 4.2%, due to rate and volume increases. Circulation
revenues increased $8.6 million, or 13.2%, to $73.8 million in 1995 from $65.2
million in 1994. For newspapers operated during the full 12 months in both
periods, circulation revenues increased $3.9 million, or 6.1%, from $63.8 in
1994 to $67.7 million in 1995 as a result of increased subscription and single
copy rates and the introduction in the first quarter of 1994 of Sunday editions
for the two newspapers acquired in 1993. THE TIMES HERALD and THE REGISTER
CITIZEN.

SALARIES AND EMPLOYEE BENEFIT EXPENSES. In 1995, salaries and employee
benefit expenses accounted for 32.6% of the Company's revenues, as compared to
35.2% in 1994. Salaries and employee benefit expenses increased $5.0 million, or
4.8%, to $110.6 million in 1995 from $105.6 million in 1994 as a result of
acquisitions during both periods. The acquisitions in 1994 and 1995 increased
the number of employees by approximately 525 full-time and 260 part-time. For
operations owned during the full 12 months in both periods, salaries and
employee benefit expenses decreased $3.6 million, or 3.4%, in 1995 as compared
to 1994, due to increased operating efficiencies and expense controls.

NEWSPRINT, INK AND PRINTING CHARGES. In 1995, newsprint, ink and printing
charges accounted for 14.2% of the Company's revenues, as compared to 12.2% in
1994. Newsprint, ink and printing charges increased $11.7 million, or 32.2%, to
$48.2 million in 1995 from $36.5 million in 1994, as a result of higher average
newsprint prices and increased paper expense related to the commercial printing
operation acquired in

24
<PAGE>
May 1995, partially offset by decreased consumption. For operations owned during
the full 12 months in both periods, newsprint, ink and printing charges
increased $6.3 million, or 17.7%, from $36.1 million in 1994 to $42.4 million in
1995.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. In 1995, selling, general and
administrative expenses accounted for 8.5% of the Company's revenues, as
compared to 8.4% in 1994. Selling, general and administrative expenses increased
$3.4 million, or 13.3%, to $28.7 million in 1995 from $25.3 million in 1994, due
to acquisitions. For operations owned during the full 12 months in both periods,
selling, general and administrative expenses increased $1.1 million, or 4.8%,
from $24.8 million to $25.9 million.

DEPRECIATION AND AMORTIZATION EXPENSE. In 1995, depreciation and
amortization expense accounted for 5.7% of the Company's revenues, as compared
to 6.2% in 1994. Depreciation and amortization expense increased approximately
$573,000, or 3.1%, to $19.2 million in 1995 from $18.6 million in 1994,
primarily as a result of acquisitions made during the period.

OTHER EXPENSES. In 1995, other expenses accounted for 11.4% of the
Company's revenues, which was the same as in 1994. Other expenses increased $4.5
million, or 13.3%, to $38.7 million in 1995 from $34.2 million in 1994,
primarily due to acquisitions. For operations owned during the full 12 months in
both periods, other expenses increased $1.1 million, or 3.3%, from $32.9 million
to $34.0 million due, in part, to increased distribution expenses.

OPERATING INCOME. Operating income increased 16.9% to $93.5 million in 1995
from $80.0 million in 1994. As a percentage of revenues, operating income
increased from 26.6% in 1994 to 27.6% in 1995 primarily for reasons discussed
above.

NET INTEREST EXPENSE. Net interest expense was $63.3 million in 1995, a
52.7% increase over net interest expense of $41.5 million in 1994. The increase
of $21.8 million principally reflected higher debt levels related to the
redemption of preferred stock, acquisitions, and an increase in average
borrowing rates.

PROVISION FOR INCOME TAXES. The Company reported effective tax rates of
10.8% in 1994 and 9.0% in 1995, which were lower than the combined federal and
state statutory rates. In both years, this was primarily a result of the
reversal of certain temporary differences as well as the use of federal and
state net operating loss carryforwards. The related deferred tax benefits had
been offset by a valuation allowance in previous years. See Note 7 of "Notes to
Combined Financial Statements."

QUARTERLY RESULTS

The following table sets forth certain unaudited quarterly financial data
for each of the past eight quarters ended December 31, 1996. Operating results
for any quarter are not necessarily indicative of results for any future period.
<TABLE>
<CAPTION>
1995 1996
------------------------------------------ ------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1ST QTR 2ND QTR 3RD QTR 4TH QTR 1ST QTR 2ND QTR 3RD QTR 4TH QTR
--------- --------- --------- --------- --------- --------- --------- ---------

<CAPTION>
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Revenues.......................... $ 73,101 $ 85,690 $ 87,002 $ 93,164 $ 82,209 $ 90,367 $ 86,630 $ 91,914
Operating income.................. 17,257 25,825 23,026 27,356 18,690 25,926 24,479 29,795
Net income........................ 2,415 9,639 6,387 8,342 1,953 7,967 6,855 11,334
EBITDA............................ 21,690 30,447 27,962 32,543 23,646 31,228 29,416 35,125
EBITDA Margin..................... 29.7% 35.5% 32.1% 34.9% 28.8% 34.6% 34.0% 38.2%
</TABLE>

25
<PAGE>
level. Correspondingly, the fourth quarter (October-December) tends to be the
strongest quarter as it includes heavy holiday season advertising. The timing of
acquisitions has also affected quarterly operating results. In addition,
advertising and circulation revenues for the Company were adversely affected in
1996 by record-breaking snowfalls in the eastern United States and the soft
local retail environments.

LIQUIDITY AND CAPITAL RESOURCES

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

CASH FLOWS FROM OPERATIONS. Net cash provided by operating activities as
reported in the accompanying combined statements of cash flows totaled $60.1
million in 1996 as compared to $26.8 million in 1995. This increase of $33.3
million was related primarily to a decrease in newsprint inventory and a net
increase in payables.

CASH FLOWS FROM INVESTING ACTIVITIES. The Company's capital expenditure
programs (excluding acquisitions) totaled $7.7 million in 1996, $4.9 million in
1995 and $8.3 million in 1994. The Company has a capital expenditure program
(excluding acquisitions) of approximately $9.0 million planned for 1997, which
will include spending on technology, including prepress and business systems;
computer hardware; other machinery and equipment; plant and properties; and
vehicles and other assets. The Company believes its capital expenditure program
is sufficient to maintain its current level and quality of operations. The
Company reviews its capital expenditure program periodically and modifies it as
required to meet current needs. It is expected that the 1997 capital expenditure
program will be funded from operating cash flow. The success of the Company's
operations in Philadelphia and surrounding areas may necessitate the
construction of a centralized production facility within the next two to three
years. Costs for this facility are estimated to be $25.0 million overall. The
Company expects to fund this construction project with cash flow from operations
and borrowings.

The Company has been able to maintain a low ratio of capital expenditures to
depreciation and amortization expenses due to its: (i) maintenance program for
existing presses and facilities; (ii) ability to transfer redundant presses,
mechanical and computer equipment and other capital items among the Company's
locations; and (iii) strategy of evaluating acquisitions partially based on the
condition of the facilities and production equipment. In 1996, the Company had
capital expenditures of $7.7 million and depreciation and amortization of $20.5
million.

CASH FLOWS FROM FINANCING ACTIVITIES. Net cash (used in) provided by
financing activities was ($34.4) million during 1996 and $24.4 million during
1995. Long-term debt reflects debt repayments totaling approximately $55.7
million from cash flow during 1996, offset by borrowings under the Revolver for
the
December 1996 acquisition of the TAUNTON DAILY GAZETTE. As of December 31, 1996,
the Company had $653.9 million of outstanding debt which is due and payable in
installments through 2003. Of the Company's outstanding indebtedness at December
31, 1996, $119.0 million was outstanding under the Revolver. As of December 31,
1996, the Company had $26.0 million unused and available under the Revolver.
Borrowings under the Revolver are to be repaid by 2003 and at December 31, 1996,
interest was calculated at 2.0% above LIBOR for substantially all borrowings
under the Revolver.

As of December 31, 1996, after giving effect to the Offerings, the use of
proceeds therefrom and the payment of the Management Bonuses, the Company would
have had outstanding indebtedness of $ .

26
<PAGE>
The Company manages its exposure to interest rate fluctuations for its
variable rate debt by entering into interest rate protection agreements. The
Company is required under its Credit Agreement to have interest rate protection
for a minimum of 50.0% of its outstanding balance under the Credit Agreement.
During 1996, the Company entered into interest rate swap and collar agreements.
During 1996, the Company's weighted average effective interest rate on its
outstanding balance was 8.4%. This takes into account the interest rate
protection agreements in effect during 1996. The Company has similar interest
rate protection agreements in place for 1997.

Effective December 21, 1994, the Company entered into the Credit Agreement.
Borrowings under the Credit Agreement are secured by substantially all of the
assets of the Company and the common stock and assets of the Company's
subsidiaries. The Credit Agreement requires compliance with certain covenants,
which require, among other things, maintenance of certain financial ratios, and
restricts the Company's ability to declare dividends, redeem stock, incur
additional indebtedness, create liens, sell assets, consummate mergers and make
capital expenditures, investments and acquisitions. Borrowings under the Credit
Agreement bear interest at variable interest rates depending on a ratio of the
Company's debt to EBITDA. See Note 4 of "Notes to Combined Financial
Statements."

In connection with the Offerings, the Company expects to amend the terms of
the Credit Agreement prior to the completion of the Offerings. The amended terms
will include, among other things: (i) an increase in the maximum amount
available under the Revolver equal to the amount by which the Term Loan is
reduced; (ii) a reduction in the applicable margin ranging from .375% to .50%;
(iii) a relaxation of the amortization schedule of the Term Loan; (iv) increased
flexibility with respect to the Company's ability to incur additional
indebtedness; (v) a relaxation of certain financial covenants; (vi) increased
limits on capital expenditures; (vii) modification of the change of control
provisions permitting dilution to a certain extent of existing stockholders; and
(viii) more favorable mandatory prepayment provisions. See Notes 4 and 11 of
"Notes to Combined Financial Statements."

MANAGEMENT BONUS PLAN

In recognition of certain management employees' prior services to the
Company, the Company intends to adopt a bonus plan (the "Management Bonus Plan")
to pay special bonuses (collectively, the "Management Bonuses") totalling
approximately $30 million, comprised of approximately $16 million in shares of
Common Stock (the "Bonus Shares") and approximately $14 million in cash. The
Company expects that the cash portion of the Management Bonuses will be used to
satisfy recipients' tax obligations arising from the Management Bonuses. Each
Management Bonus will be comprised of approximately 47% cash and 53% Common
Stock. The Common Stock will be valued at a price equal to the Price to Public
less Underwriting Discounts and Commissions set forth on the cover page of this
Prospectus. The Company anticipates that it will fund the cash portion of the
Management Bonuses with cash on hand and/ or borrowings under the Revolver.

The Company expects to incur a charge to pre-tax earnings of approximately
$33 million in the second quarter of 1997. The Management Bonuses will account
for approximately $30 million of such charge. The discontinuation of the
StarShare Plan (as defined herein) will account for approximately $3 million.
See "Management--Compensation Pursuant to Plans--Management Bonus Plan,"
"Management--Executive Compensation" and "Certain Transactions."

INFLATION

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

27
<PAGE>
BUSINESS

GENERAL

The Company is a leading U.S. newspaper publisher, with total paid daily
circulation of approximately 556,000 and total non-daily distribution of
approximately 2.7 million. The Company owns and operates 18 daily newspapers and
118 non-daily publications strategically clustered in five geographic areas:
Connecticut; Ohio; Philadelphia and its surrounding areas; the greater St. Louis
area; and central New England. The Company's newspapers are characterized by an
intense focus on local news and sports and offer compelling graphic design in
colorful, reader-friendly packages.

Since 1993, the Company has successfully completed seven strategic
acquisitions, acquiring six daily newspapers, 52 non-daily publications and one
commercial printing company. The Company has generally increased the revenues
and significantly increased the cash flow and profitability of its acquired
newspapers. For the fiscal year ended December 31, 1996, the Company generated
revenues of approximately $351.1 million, EBITDA of approximately $119.4
million, net income of $28.1 million and pro forma net income of $
million. In 1996, the Company's EBITDA as a percentage of revenues was
approximately 34%, representing the sixth consecutive year of improvement in its
EBITDA Margin. From 1992 through 1996, the Company recorded compound annual
growth in revenues and EBITDA of approximately 8% and 12%, respectively. The
Company has achieved this growth through a combination of expanding revenues in
existing geographic areas, strategic acquisitions, implementing cost controls
and ongoing expense reduction efforts at existing and acquired newspapers.

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

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

The Company's revenues are derived from advertising (approximately 73% of
1996 revenues), paid circulation, including single copy sales and prepaid
subscriptions (23%), and commercial printing and other (4%). The Company's
advertiser base is predominantly local. The Company's newspapers seek to produce
desirable results for local advertisers by targeting readers based on certain
geographic and demographic characteristics. The Company seeks to increase
readership, and thereby generate traffic for its advertisers, by focusing on
high product quality, local content and creative and interactive promotions. The
Company promotes single copy sales of its newspapers because it believes that
such sales have higher readership than subscription sales and that single copy
readers tend to be more active consumers of goods and services, as indicated by
a recent NAA study. Single copy sales also tend to generate higher profits than
subscription sales, as single copy sales generally have higher per unit prices
and lower associated distribution costs. Subscription sales, which provide
readers with the convenience of home delivery, are an important component of the
Company's circulation base. The Company also publishes numerous special sections
and niche and special interest publications. Such publications tend to increase
readership within targeted demographic groups and geographic areas. The Company
believes that as a result of these strategies, its newspapers represent an
attractive and cost-effective medium for its readers and advertisers.

28
<PAGE>
The Company's advertising revenues in 1996 were derived primarily from a
broad group of local retailers (approximately 58%) and classified advertisers
(approximately 38%). No advertiser accounted for more than 2% of the Company's
1996 advertising revenues. The Company believes that because its newspapers rely
on a broad base of local retail and local classified advertising rather than
more volatile national and major account advertising, its advertising revenues
tend to be relatively stable.

INDUSTRY OVERVIEW

Newspaper publishing is one of the oldest and largest segments of the media
industry. Newspapers are an important medium for local advertising, accounting
for approximately 22% of all media advertising expenditures in 1995 according to
the NAA. The newspaper industry in the United States is comprised of the
following segments: national and major metropolitan dailies; small metropolitan
and suburban dailies; and suburban and community non-dailies. The Company is in
the business of operating small metropolitan and suburban daily newspapers and
suburban and community non-daily newspapers.

In many communities, the local newspaper provides a combination of social
and economic linkages which make it attractive for readers and advertisers
alike. The Company believes that small metropolitan and suburban dailies as well
as suburban and community non-dailies and similar publications are generally
effective in addressing the needs of local readers and advertisers under widely
varying economic conditions, and thereby provide relatively stable revenues and
cash flow. The Company believes that because small metropolitan and suburban
daily newspapers rely on a broad base of local retail and local classified
advertising rather than more volatile national and major account advertising,
their advertising revenues tend to be relatively stable. In addition, the
Company believes such newspapers tend to publish information which is of
particular interest to the local reader and which national and major
metropolitan newspapers, television and radio generally do not report to the
same extent. Most small metropolitan and suburban daily newspapers are the only
daily local newspaper in the communities they serve. Further, the Company
believes that relatively few daily newspapers have been established in recent
years due to the high cost of starting a daily newspaper operation and building
a franchise identity.

Free circulation "total market coverage" publications ("TMC") and shoppers
are often published primarily to supplement the circulation and penetration of
daily newspapers and, to some extent, non-daily newspapers. These publications
provide nearly 100% penetration in their areas of distribution when combined
with the circulation of the newspaper serving such geographic area and generally
derive revenues solely from advertising. These publications typically have
limited or no news or editorial content.

The newspaper industry has recently begun to offer on-line versions of
newspapers which many publishers, including the Company, believe will provide
the opportunity for newspaper companies to broaden their presence within areas
served, to leverage franchise identity and to build advertising revenues. Since
1995, the Company has published an on-line version of the NEW HAVEN REGISTER.
The Company currently plans to establish an on-line editorial presence and a
full on-line classified advertising service for each of its daily newspapers and
the JOURNALS by the end of 1997.

STRATEGY

29
<PAGE>
- EXPAND ADVERTISING REVENUES AND READERSHIP. The Company focuses on
increasing advertising and circulation revenues and expanding readership
at its existing and newly acquired properties. More specifically, the
Company seeks to:

INCREASE ADVERTISING REVENUES. Much attention and effort is devoted to
increasing the advertising revenues of individual newspapers through a
combination of special promotions, market research, presentations and
sales training, as well as cross-selling opportunities within geographic
clusters. The Company seeks to attract new advertisers and increase the
level of advertising from existing accounts. Its sales strategies
primarily involve programs designed to expand advertisers' reach and
penetration in desirable geographic areas or to target specific
demographic groups. These programs emphasize the cross-selling of
advertising into the Company's other newspapers located within the same
geographic cluster; the publication of special sections and niche and
special interest publications which allow advertisers to target specific
demographic groups; the development of new advertising positions such as
front-page "skyboxes"; and the expansion of advertising positions which
allow the use of full color.

EXPAND READERSHIP. The Company continually seeks to improve its
publications in order to attract new readers and to more fully engage
existing readers. These quality enhancements have included, among others:
converting from afternoon to morning publication; upgrading and expanding
printing facilities and printing presses; increasing the use of color and
color photographs, including their use on all section front pages, and in
many cases, on additional pages within the newspaper; continually
improving graphic design and, when appropriate, implementing complete
redesigns; adding reader services such as mutual fund listings, complete
listings of stock market quotations and highlighting local stocks of
interest; introducing color weather maps and complete entertainment
sections; introducing new editions zoned to particular geographic areas
and the selective opening of news bureaus to support the zoned editions;
developing Newspaper in Education programs which bring newspapers into
the classroom; and developing creative and interactive promotional
campaigns, often in partnership with its local advertisers.

LAUNCH NEW PRODUCTS. The Company focuses on introducing new products to
increase readership and advertising revenues at each of its existing
properties. New products have historically included both paid and
non-paid circulation publications. New paid publications include Sunday
editions of daily newspapers and new non-daily newspapers. Other new
products include more frequent publication of non-daily newspapers; zoned
editions of daily newspapers; niche publications covering subjects of
interest to residents of particular geographic areas and members of
particular demographic groups; special interest publications covering
subjects such as children and parenting, employment, health, seniors and
real estate; and shoppers.

EXPAND ON-LINE PRESENCE. The Company seeks to increase its overall
readership in the geographic areas it serves, leverage its franchise
identity and build advertising revenues through expanding its on-line
presence. Since 1995, the Company has published an electronic version of
the NEW HAVEN REGISTER, which the Company believes has become an
important source of news and information about Connecticut on the
Internet (http://www.ctcentral.com). The Company currently plans to
establish an on-line editorial presence and a full on-line classified
advertising service for each of its daily newspapers and the JOURNALS by
the end of 1997. The Company has to date developed, and believes it can
significantly expand, its on-line presence with minimal capital
expenditures.

30
<PAGE>
loyal readership; (ii) leading position within a well-defined circulation
area; (iii) potential for increases in advertising and circulation
revenues; (iv) well-equipped plants; (v) potential for expense reduction;
and (vi) synergies with the Company's existing geographic clusters or with
other potential acquisitions.

Following the acquisition of a publication, the Company seeks to implement
product improvements and expense reductions quickly and efficiently. Typically,
improvements are aimed at increasing readership, enhancing advertising and
circulation revenues and increasing profitability. Such improvements have
historically included: (i) increased coverage of local news and sports; (ii)
product redesigns; (iii) increased paging, sections and use of color and color
photographs; (iv) the addition of daily business sections with full stock market
price listings, color weather maps, Sunday editions, zoned editions and morning
publication; and (v) creative and interactive promotional campaigns. The Company
also seeks to reduce expenses by implementing operating policies and standards,
many of which are similar to those in use at existing properties.

The Company seeks to acquire publications located within its existing
geographic clusters. However, the Company may acquire publications not located
within existing clusters, but which, in turn, could form the bases of new
clusters. The Company believes that there are sufficient potential acquisition
candidates to justify the continued pursuit of its acquisition strategy.
However, the Company is unable to predict the number or timing of future
acquisition opportunities or whether such opportunities will meet the Company's
acquisition criteria.

FOCUS ON LOCAL CONTENT. Each newspaper has a strong focus on coverage of
local news and sports, tailored to the communities it serves.
Substantially all of the Company's daily newspapers publish a minimum of
24 pages in a minimum of four sections, and each section has a process
color front page. The editorial content emphasizes key issues and topics
of interest to the local community, and includes coverage of local youth,
high school, college and professional sports, as well as local business,
politics, entertainment and culture. The newspapers typically include
complete listings of stock market quotations and stocks of local
interest, color weather maps, entertainment sections, and in many cases,
are zoned to serve more fully particular geographic segments of their
circulation areas.

MAINTAIN AND IMPROVE PRODUCT QUALITY. The Company focuses on optimizing
its production resources to reduce costs and increase quality, with an
emphasis on capturing production synergies within each cluster of
operations. The Company maintains high standards of product quality
through offset printing, extensive use of process color and design
excellence. The Company's newspapers are typically produced using
advanced prepress pagination technology, which allows design flexibility
as well as high quality reproduction of color graphics. The Company
believes that its product quality, combined with its emphasis on local
content, attract new readers and increase effectiveness for advertisers.

31
<PAGE>
ENHANCE DISTRIBUTION AND CUSTOMER SERVICE. Substantially all of the
Company's daily newspapers have morning distribution. The Company
implements comprehensive customer service and quality control programs to
ensure that its newspapers are delivered complete, on time and in good
condition. The Company promotes single copy sales because it believes
that such sales have higher readership than subscription sales and that
single copy readers tend to be more active consumers of goods and
services, as indicated by a recent NAA study. In addition, the Company
tracks rates of newspaper returns and customer service calls through
formal reports, which are reviewed weekly in an effort to optimize the
number of newspapers available for sale and to improve delivery and
customer service. The Company further implements carrier retention
programs to enhance delivery of its newspapers and utilizes distribution
methods which make its newspapers readily available to customers.

FACILITATE MARKETING AND PROMOTION. The Company's marketing programs
include third party market research; sophisticated value-added sales
presentations; special section and niche and special interest publication
development; and creative and interactive promotional campaigns designed
to encourage strong reader involvement and generate traffic for
advertisers. In many cases, the Company develops campaigns in partnership
with local advertisers which seek to increase traffic for the advertiser
and readership of the Company's newspapers.

IMPLEMENT FINANCIAL CONTROLS. For each of its operations, the Company's
corporate management team utilizes a detailed annual budgeting process,
reviews complete monthly financial statements and maintains strict cost
controls. The Company also strives to maintain low overhead expenses and
centrally purchases, among other things, newsprint, ink, office equipment
and supplies, production equipment and telecommunication services.

PROMOTE COMMUNITY INVOLVEMENT. The Company believes that each of its
newspapers is an integral part of the communities it serves. Local
management often participates on the boards of directors of local
institutions; newspaper staff identify and address community issues; and,
in many cases, management and employees also champion local service
organizations, both editorially and through direct personal involvement.

OVERVIEW OF OPERATIONS

The Company's operations are currently clustered in five geographic areas:

CONNECTICUT. The Company owns the NEW HAVEN REGISTER, an approximately
100,000 circulation daily newspaper, four suburban daily newspapers, 51
non-daily publications and one commercial printing company. The suburban daily
newspapers in this cluster are THE HERALD (New Britain), THE BRISTOL PRESS, THE
REGISTER CITIZEN (Torrington) and THE MIDDLETOWN PRESS. The five daily
newspapers have aggregate daily and Sunday circulation of approximately 172,000
and 186,000, respectively. The 51 suburban and community non-daily publications
have aggregate distribution of approximately 675,000. Combined, the Company's
Connecticut daily newspapers and non-daily publications serve a state-wide
audience with concentrations in the northwest (Litchfield County) through
Hartford and its suburban areas to the greater New Haven area and the
Connecticut shoreline from New Haven northeast to New London. The Connecticut
cluster accounted for approximately 35% of the Company's 1996 revenues.

32
<PAGE>
The following table sets forth information regarding the Company's
publications in Connecticut:

<TABLE>
<CAPTION>
YEAR YEAR DAILY SUNDAY NON-DAILY
PUBLICATION ORIGINATED(1) ACQUIRED LOCATION CIRCULATION(2) CIRCULATION(2) DISTRIBUTION(3)
- -------------------------- ----------------- ------------- --------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
NEW HAVEN REGISTER........ 1755 1989 New Haven 100,102 116,936
THE HERALD................ 1881 1995 New Britain 28,061 56,370(4)
THE BRISTOL PRESS......... 1871 1994 Bristol 18,238 --(4)
THE REGISTER CITIZEN...... 1889 1993 Torrington 13,601 12,871
THE MIDDLETOWN PRESS...... 1884 1995 Middletown 12,111 --(4)
Shore Line Newspapers
13 publications......... 1877 1995 Guilford 131,867
Elm City Newspapers
8 publications.......... 1931 1995 Milford 48,865
Imprint Newspapers
15 publications......... 1931 1995 Bristol 142,563
Foothills Trader
3 publications.......... 1965 1995 Torrington 50,000
CONNECTICUT'S COUNTY
KIDS.................... 1989 1995 Westport 40,000
EAST HARTFORD GAZETTE..... 1885 1995 East Hartford 20,000
THOMASTON EXPRESS......... 1874 1994 Thomaston 1,401
TMC (9 publications)...... 240,314
------------- ------------- -------

TOTALS.................... 172,113 186,177 675,010
------------- ------------- -------
------------- ------------- -------
</TABLE>

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

(1) For merged properties and newspaper groups, the year given reflects the date
of origination for the earliest publication.

(2) Circulation averages for the six months ended September 30, 1996, according
to ABC Fas-Fax Report.

(3) Non-daily distribution includes both paid (60,156) and free (614,854)
distribution. Paid and free non-daily distribution for Shore Line and Elm
City Newspapers reflects the monthly average for September 1996. All other
non-daily distribution reflects average distribution for December 1996.

(4) In August 1996, the Company commenced publication of a Sunday newspaper, THE
HERALD PRESS, serving readers of THE HERALD, THE BRISTOL PRESS and THE
MIDDLETOWN PRESS.

The NEW HAVEN REGISTER is the Company's largest newspaper based on daily
circulation and is the second largest daily circulation newspaper in
Connecticut. The NEW HAVEN REGISTER serves a primary circulation area comprised
of the majority of New Haven County and portions of Middlesex and New London
Counties. This area has an average household income of $65,031, which is 22%
above the national average of $53,176. The NEW HAVEN REGISTER serves a largely
white collar (65%) work force and a retail environment of approximately 6,800
stores. This area features a number of large and well established institutions,
including Yale University and Yale-New Haven Hospital. As a result of its
proximity to the large media markets of New York City, Boston and Hartford, New
Haven has only one locally licensed television station (which serves a
state-wide, rather than a local, audience) and a fragmented radio market.
Consequently, the Company believes that the NEW HAVEN REGISTER is a powerful
local news and advertising franchise for the greater New Haven area.

THE HERALD, THE BRISTOL PRESS and THE MIDDLETOWN PRESS serve contiguous
areas between New Haven and Hartford. These three newspapers serve a geographic
area with an average household income of $67,122. The percentage of workforce in
white collar professions ranges from 58% for the primary circulation area served
by THE HERALD to 70% for that of THE BRISTOL PRESS. THE REGISTER CITIZEN serves
a geographic area with average household income of $71,175; 64% of the area's
workforce is employed in

33
<PAGE>
white collar professions. The Company's non-daily publications serve geographic
areas within and contiguous to those served by the Company's daily newspapers.

The Connecticut publications benefit from considerable cross-selling of
advertising as well as from news-gathering and production synergies. The NEW
HAVEN REGISTER gathers state-wide news for all of the Company's Connecticut
newspapers; the newspapers cross-sell advertising through a one-order, one-bill
system; and THE HERALD and THE MIDDLETOWN PRESS are printed at one facility, as
are THE REGISTER CITIZEN and THE BRISTOL PRESS. Moreover, in August 1996, in
order to take advantage of the contiguous nature of the geographic areas served
by THE HERALD, THE BRISTOL PRESS and THE MIDDLETOWN PRESS, the Company started a
Sunday newspaper, THE HERALD PRESS, serving readers of these three dailies with
three zoned editions and having Sunday circulation of approximately 56,370.

OHIO. The Company owns three daily newspapers and a commercial printing
operation in Ohio. The daily newspapers are THE NEWS-HERALD (Lake County), THE
MORNING JOURNAL (Lorain) and THE TIMES REPORTER (Dover-New Philadelphia). The
Ohio newspapers have aggregate daily and Sunday circulation of approximately
117,000 and 137,000, respectively. The Ohio cluster accounted for approximately
19% of the Company's 1996 revenues.

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

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

(1) For merged properties and newspaper groups, the year given reflects the date
of origination for the earliest publication.

(2) Circulation averages for the six months ended September 30, 1996, according
to ABC Fas-Fax Report.

(3) Non-daily distribution includes solely free distribution and reflects
average distribution for December 1996.

THE NEWS-HERALD and THE MORNING JOURNAL serve areas located directly east
and west of Cleveland, respectively. THE NEWS-HERALD, which is one of Ohio's
largest suburban newspapers, serves communities located in Lake and Geauga
Counties, two of Ohio's four most affluent counties. THE NEWS-HERALD's primary
circulation area has average household income of $55,321; 58% of this area's
workforce is employed in white collar professions. THE TIMES REPORTER serves the
rural communities of Dover and New Philadelphia, which are located 75 miles
south of Cleveland. The Company believes that each of its three Ohio newspapers
benefits from a fragmented local media environment. The Company further believes
that THE NEWS-HERALD and THE MORNING JOURNAL compete effectively with
Cleveland's major metropolitan newspaper due to their focus on coverage of local
news and sports. The Company's Ohio cluster benefits from a variety of
synergistic opportunities, including the cross-selling of advertising and
editorial coverage.

34
<PAGE>
PHILADELPHIA AND SURROUNDING AREAS. The Company owns four daily newspapers
and 11 non-daily publications serving areas surrounding Philadelphia,
Pennsylvania. These publications include, in Pennsylvania, the DAILY LOCAL NEWS
(West Chester), THE TIMES HERALD (Norristown), THE PHOENIX (Phoenixville) and a
group of non-daily newspapers serving Philadelphia's affluent Main Line; and, in
New Jersey, THE TRENTONIAN (Trenton). The four daily newspapers have aggregate
daily and Sunday circulation of approximately 126,000 and 103,000, respectively.
This cluster's non-daily distribution totals approximately 165,000. This cluster
accounted for approximately 17% of the Company's 1996 revenues.

The following table sets forth information regarding the Company's
publications in Philadelphia and surrounding areas:

<TABLE>
<CAPTION>
NON-DAILY
YEAR YEAR DAILY SUNDAY --------------
PUBLICATION ORIGINATED (1) ACQUIRED LOCATION CIRCULATION(2) CIRCULATION(2) DISTRIBUTION(3)
- -------------------------- ----------------- ------------- ------------------ ------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
DAILY LOCAL NEWS.......... 1872 1986 West Chester, PA 34,457 32,582
THE TIMES HERALD.......... 1799 1993 Norristown, PA 25,365 21,583
THE PHOENIX............... 1888 1986 Phoenixville, PA 4,681
THE TRENTONIAN............ 1945 1985 Trenton, NJ 61,678 48,468
Suburban Philadelphia
7 publications.......... 1885 1986 Suburban 92,100
Philadelphia
TMC (4 publications)...... 72,717
------------- ------------- -------
TOTALS.................... 126,181 102,633 164,817
------------- ------------- -------
------------- ------------- -------
</TABLE>

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

(1) For merged properties and newspaper groups, the year given reflects the date
of origination for the earliest publication.

(2) Circulation averages for the six months ended September 30, 1996, according
to ABC Fas-Fax Report.

(3) Non-daily distribution includes both paid (11,025) and free (153,792)
distribution. Non-daily distribution reflects average distribution for
December 1996.

The Company's Pennsylvania publications are all located within 30 miles of
Philadelphia. These newspapers serve geographic areas with highly desirable
demographics: average household income in the primary circulation areas of these
Pennsylvania properties ranges from $76,456 to $98,770. Each of the Company's
Pennsylvania properties is located within 20 miles of the area's largest retail
complex, the King of Prussia Plaza and Court, which is the largest mall on the
East Coast of the United States in terms of total square footage. THE TRENTONIAN
is published in Trenton, the capital of New Jersey, located 40 miles north of
Philadelphia and 75 miles south of New York City. Average household income in
THE TRENTONIAN's primary circulation area is $65,780. THE TRENTONIAN's tabloid
format and emphasis on local sports allows it to compete effectively with the
other local daily newspaper in Trenton. The Company believes that its newspapers
in this cluster compete effectively in the areas they serve with Philadelphia's
major metropolitan newspapers and radio stations due to their focus on local
news and sports. The Company's Philadelphia cluster cross-sells advertising. The
nature of the cluster has allowed for the implementation of significant cost
saving programs. For example, THE TIMES HERALD and several non-daily suburban
publications share printing facilities, as do the DAILY LOCAL NEWS and THE
PHOENIX. THE TRENTONIAN's television guide is printed at the DAILY LOCAL NEWS
facility. All of these publications share certain news-gathering resources.

GREATER ST. LOUIS AREA. The Company owns the JOURNALS, the largest group of
suburban and community non-daily newspapers in the United States (in terms of
total distribution), one daily newspaper and a commercial printing operation in
the greater St. Louis area. The JOURNALS are a group of 40 newspapers which are
distributed two to three times each week in the St. Louis suburban areas,
including communities in Illinois, with total weekly distribution of
approximately 1.6 million. The Company's daily newspaper in this cluster, THE
TELEGRAPH (Alton, IL), has daily and Sunday circulation of approximately

35
<PAGE>
30,000 and 32,000, respectively. This cluster accounted for approximately 16% of
the Company's 1996 revenues.

The following table sets forth information regarding the Company's
publications in the greater St. Louis area:

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

(1) For merged properties and newspaper groups, the year given reflects the date
of origination for the earliest publication.

(2) Circulation averages for the six months ended September 30, 1996, according
to ABC Fas-Fax Report.

(3) Non-daily distribution includes both paid (9,263) and free (1,641,000)
distribution. Free non-daily distribution for Suburban Newspapers of Greater
St. Louis reflects average distribution for December 1996; paid non-daily
circulation reflects September 1996 net circulation.

The JOURNALs have total distribution of approximately 950,000 mid-week and
approximately 639,000 on Sunday, for total weekly distribution of approximately
1.6 million. The JOURNALS reach approximately 90% of the homes in the greater
St. Louis area. With a population of approximately 2.6 million, St. Louis is the
17th largest metropolitan area in the United States. The JOURNALS have received
national recognition and have been studied by domestic and foreign publishers as
a model of successful neighborhood newspapers. Due to St. Louis' character as a
city of neighborhoods--92 municipalities comprise St. Louis County alone, the
Company believes the JOURNALS offer local retailers a cost-effective way to
reach targeted demographic groups, which enables the JOURNALS to compete
effectively with the major metropolitan daily and other weekly newspapers in the
area. The Company believes that the area's largest radio station competes
primarily for major accounts rather than small advertisers and, thus, is not a
significant direct competitor. The Company believes that the JOURNALS' targeted,
highly localized approach places the JOURNALS in a strong competitive position.
THE TELEGRAPH serves a community located in southeast Illinois, within the
greater St. Louis area and which is connected by a new bridge to St. Louis.

Suburban and community non-daily newspapers, such as the JOURNALS, have
several advantages over national and major metropolitan daily newspapers,
including an intrinsically lower cost structure, the ability to publish only on
what are for dailies the most profitable days (i.e. one midweek day and one
weekend day) and the ability to avoid expensive wire services and syndicated
feature material. Moreover, suburban and community non-daily newspapers provide
an alternative outlet for local merchants and advertisers to advertise in their
own local areas at costs lower than those of national and major metropolitan
newspapers. Thus, the JOURNALS have a broader advertiser base and do not rely to
the same degree as national and major metropolitan daily newspapers on major
accounts for advertising revenue.

CENTRAL NEW ENGLAND. The Company owns five daily and 11 non-daily
publications in the central New England area. The Company's publications in this
cluster include THE HERALD NEWS (Fall River, MA), the TAUNTON DAILY GAZETTE
(Taunton, MA), THE RECORD (Troy, NY), THE CALL (Woonsocket, RI), THE TIMES
(Pawtucket, RI) and a group of weekly newspapers serving the Narragansett, Rhode
Island area. The five daily newspapers have aggregate daily circulation of
approximately 111,000 and aggregate Sunday circulation of approximately 83,000.
The non-daily publications in this cluster have total distribution of

36
<PAGE>
approximately 153,000. The central New England cluster accounted for
approximately 13% of the Company's 1996 revenues.

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

<TABLE>
<CAPTION>
YEAR YEAR DAILY SUNDAY NON-DAILY
PUBLICATION ORIGINATED(1) ACQUIRED LOCATION CIRCULATION(2) CIRCULATION(2) DISTRIBUTION(3)
- ---------------------------- --------------- ------------- ----------------- ------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
THE HERALD NEWS............. 1872 1985 Fall River, MA 30,319 32,558
TAUNTON DAILY GAZETTE....... 1848 1996 Taunton, MA 15,270
THE RECORD.................. 1896 1987 Troy, NY 27,216 31,003
THE CALL.................... 1892 1984 Woonsocket, RI 19,807 19,485
THE TIMES................... 1885 1984 Pawtucket, RI 18,098
Southern Rhode Island
Newspapers
5 non-daily publications.. 1854 1995 Wakefield, RI 30,436
THE CUMBERLAND SHOPPER...... 1996 1996 Pawtucket and 10,000
Woonsocket, RI
TMC (5 publications)........ 112,600
------------- ------ -------
TOTALS...................... 110,710 83,046 153,036
------------- ------ -------
------------- ------ -------
</TABLE>

(1) For merged properties and newspaper groups, the year given reflects the date
of origination for the earliest publication.

(2) Circulation averages for the six months ended September 30, 1996, according
to ABC Fas-Fax Report.

(3) Non-daily distribution includes both paid (30,436) and free (122,600)
distribution. Paid and free non-daily distribution for Southern Rhode Island
Newspapers (except THE COVENTRY COURIER) reflects the June 30, 1996 CAC
Audit report. The other non-daily distribution figures reflect average
distribution for December 1996.

THE HERALD NEWS and the TAUNTON DAILY GAZETTE are situated 14 miles apart.
Each is approximately 50 miles south of Boston, Massachusetts and 20 miles east
of Providence, Rhode Island. The region's largest shopping mall, located in
Taunton, contains one million square feet of retail space and approximately 150
stores. The Massachusetts and Rhode Island properties serve areas with household
incomes ranging from $43,854 to $68,087. THE RECORD (Troy, New York) serves an
area with an average household income of $47,455. No local television stations
exist in the communities which the central New England newspapers serve.
Further, the Company believes that its central New England properties benefit
from fragmented local radio markets. As a result, the Company believes that each
of its newspapers is a significant media outlet in its respective community,
thereby making these newspapers attractive vehicles for area advertisers. The
central New England newspapers benefit from advertising cross-selling; moreover,
the Company's Massachusetts and Rhode Island newspapers benefit from significant
production and editorial synergies. For example, THE TIMES and THE HERALD NEWS
are printed at the same facility. Moreover, THE TIMES, THE CALL and the group of
paid suburban and community non-daily newspapers serving southern Rhode Island
all share certain news gathering resources. The Company believes that
significant synergistic opportunities may be available between the TAUNTON DAILY
GAZETTE, the Company's most recent acquisition, and THE HERALD NEWS.

ADVERTISING

Substantially all the Company's advertising revenues are derived from a
diverse group of local retailers and classified advertisers. The Company
believes that because its newspapers rely on a broad base of local retail and
local classified advertising rather than more volatile national and major
account advertising, its advertising revenues tend to be relatively stable.
Local advertising is more stable than national advertising because a community's
need for local services provides a stable base of local businesses and because
local advertisers generally have fewer effective advertising vehicles from which
to choose. Advertising revenues accounted for approximately 73% of the Company's
total revenues for 1996. The Company's advertising rate structures vary among
its publications and are a function of various

37
<PAGE>
factors, including results achieved for advertisers, local market conditions and
competition, as well as circulation, readership, demographics and type of
advertising (whether classified or display). In 1996, local and regional
advertising accounted for the largest share of the Company's advertising
revenues (42%), followed by classified advertising (38%), pre-printed inserts
(16%), legal advertising (2%) and national advertising (2%). The Company's
advertising revenues are not reliant upon any one company or industry, but
rather are supported by a variety of companies and industries, including
realtors, car dealerships, grocery stores and other local businesses. No
advertiser accounted for more than 2% of the Company's total 1996 advertising
revenues. The Company's corporate management works with its local newspaper
management to approve advertising rates and to establish goals for each year
during a detailed budget process. Local management is given little latitude for
discounting from the approved rates. Corporate management also works with local
advertising staff to develop marketing kits, presentations and third-party
research studies. A portion of the compensation for the Company's publishers is
based upon increasing advertising revenues. The Company stresses the timely
collection of receivables, and sales compensation depends in part upon
performance relative to goals and timely collection of advertising receivables.
Additionally, corporate management facilitates the sharing of advertising
resources and information across the Company's publications. See "Risk
Factors--Dependence on Local Economies."

CIRCULATION

Substantially all of the Company's circulation revenues are derived from
home delivery sales of publications to subscribers and single copy sales made
through retailers and vending racks. Circulation accounted for approximately 23%
of the Company's total revenues in 1996. Approximately 71% of 1996 circulation
revenues were derived from subscription sales and approximately 29% from single
copy sales. Single copy sales rates currently range from $.35 to $.50 cents per
daily copy and $.50 cents to $1.75 per Sunday copy. The Company promotes single
copy sales because it believes that such sales have higher readership than
subscription sales and that single copy readers tend to be more active consumers
of goods and services, as indicated by a recent NAA study. Single copy sales
also generate a higher profit than subscription sales, because single copy sales
generally have higher per unit prices and lower associated distribution costs.
In 1996, the Company had total daily circulation of approximately 556,000,
Sunday circulation of approximately 541,000 and non-daily distribution of
approximately 2.7 million, most of which is distributed free of charge. The
Company's corporate management works with its local newspaper management to
establish subscription and single copy rates. In addition, the Company tracks
rates of newspaper returns and customer service calls through formal reports
which are reviewed weekly in an effort to optimize the number of newspapers
available for sale and to improve delivery and customer service. The Company
also implements creative and interactive programs and promotions to increase
readership and circulation, through both subscription and single copy sales.

OTHER OPERATIONS

The Company owns and operates three commercial printing facilities: Imprint
Printing in North Haven, Connecticut; Midwest Offset in New Philadelphia, Ohio;
and Mississippi Valley Offset in St. Louis, Missouri. These operations also
print certain of the Company's publications. The commercial printing operations
accounted for approximately 4% of the Company's 1996 revenues. The Company also
owns Integrated Newspaper Systems, Inc., a company which develops application
software for the newspaper industry.

EMPLOYEE RELATIONS

The Company employs approximately 4,200 employees (including approximately
1,370 part-time employees) in 10 states and has agreements with 16 local
collective bargaining agents representing, in the aggregate, approximately 380
full-time and 210 part-time employees. Other than a one-day strike by employees
at THE TIMES HERALD of Norristown, Pennsylvania occurring immediately after the
Company's acquisition of such newspaper in September 1993, the Company has not
experienced any strikes or general work stoppages in the past five years. The
Company is in the process of negotiating collective bargaining

38
<PAGE>
agreements with respect to approximately 120 full-time and 90 part-time
employees. In the next 12 months, contracts with seven collective bargaining
units, representing, in the aggregate, 107 of the Company's employees, are
scheduled for renegotiation. The Company believes that its relations with its
employees are satisfactory.

RAW MATERIALS

The basic raw material for newspapers is newsprint. The Company's newsprint
consumption (excluding paper consumed in the Company's commercial printing
operations) totaled approximately $41 million in 1996, which was approximately
12% of the Company's newspaper revenues. In 1996, the Company consumed
approximately 61,000 metric tons of newsprint. The Company has in the past and
currently purchases all of its newsprint from two suppliers. The Company
believes that concentrating its newsprint purchases in this way provides a more
secure newsprint supply and lower per unit newsprint prices. The Company also
believes that it purchases newsprint at price levels lower than those which are
available to individually owned small metropolitan and suburban daily newspapers
and suburban and community non-daily publications and consistent with price
levels generally available to the largest newsprint purchasers. The available
sources of newsprint have been, and the Company believes will continue to be,
adequate to supply the Company's needs. The inability of the Company to obtain
an adequate supply of newsprint in the future could have a material adverse
effect on the financial condition and results of operations of the Company.
Historically, the price of newsprint has been cyclical and volatile. In 1995 and
1996, the Company's average cost of newsprint reflected increases of
approximately 34% and 13%, compared to the previous year, respectively. In
December 1996, newsprint suppliers announced a newsprint price increase planned
to take effect in February 1997; this increase has been delayed, and several
newsprint suppliers have indicated it will be further delayed until April 1,
1997. The initial announcements indicated that the increase would be $75 per
metric ton. The Company is unable to predict whether any increase will take
place or the amount or timing of any increase. The Company seeks to manage the
effects of increases in prices of newsprint through a combination of, among
other things, technology improvements, including web width reductions, inventory
management and rate increases. The Company also has reduced fringe circulation
in response to increased newsprint prices, as it is the Company's experience
that such circulation does not provide adequate response for advertisers. See
"Risk Factors--Price and Availability of Newsprint" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

SEASONALITY

Newspaper companies tend to follow a distinct and recurring seasonal
pattern. The first quarter of the year (January-March) tends to be the weakest
quarter because advertising volume is then at its lowest level. Correspondingly,
the fourth quarter (October-December) tends to be the strongest quarter as it
includes heavy holiday season advertising. See "Risk Factors--Fluctuation of
Quarterly Results" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Quarterly Results."

COMPETITION

While many of the Company's small metropolitan and suburban daily newspapers
are the only daily newspapers of general circulation published in their
respective communities, they compete within their own geographic areas with
other daily newspapers of general circulation published in adjacent or nearby
cities and towns. Competition for advertising expenditures and paid circulation
comes from local, regional and national newspapers, shoppers, television, radio,
direct mail, on-line services and other forms of communication and advertising
media. Since 1995, the Company has been developing on-line publications based on
its newspapers and is seeking to attract advertising for its on-line
publications. The Company has published an on-line version of the NEW HAVEN
REGISTER since 1995. The Company intends to establish an on-line editorial
presence and a full on-line classified advertising service for each of its daily
newspapers and the JOURNALS by the end of 1997. Competition for newspaper
advertising expenditures is largely based

39
<PAGE>
upon advertiser results, readership, advertising rates, demographics and
circulation levels, while competition for circulation and readership is largely
based upon the content of its newspapers, their prices and the effectiveness of
their distribution. The Company's non-daily publications, including shoppers and
real estate guides, primarily compete with direct mail advertising, shared mail
packages and other private advertising delivery services. As with daily
newspapers, competition for advertising expenditures for suburban and community
non-daily publications is largely based upon advertiser results, readership,
advertising rates, demographics and circulation levels. The Company believes
that, because of the relative competitive position of its suburban and community
non-daily publications in the communities which they serve, such publications
generally have been able to compete effectively with other forms of media
advertising. Commercial printing, a highly competitive business, is largely
driven by price and quality. See "Risk Factors--Newspaper Industry Competition."

PROPERTIES AND FACILITIES

The Company owns and operates 69 facilities used in the course of producing
and publishing its daily and non-daily publications. Approximately 38 of the
Company's facilities are leased for terms ranging from one to five years. These
leased facilities range in size from approximately 250 to 22,000 square feet.
The location and approximate size of the principal physical properties used by
the Company at December 31, 1996, are set forth below:

<TABLE>
<CAPTION>
APPROXIMATE AREA IN SQUARE FEET
--------------------------------------
<S> <C> <C>
LOCATION OWNED SQUARE FEET LEASED SQUARE FEET
- ------------------------------------------------------- ------------------ ------------------
New Haven, CT.......................................... 205,000(1)(3)
New Britain, CT........................................ 44,899(1)(3)
Bristol, CT............................................ 40,000(1)(4)
Torrington, CT......................................... 36,120(1)(3)
Middletown, CT......................................... 30,000(1)(4)
North Haven, CT........................................ 24,000(3) 10,000(5)
Guilford, CT........................................... 18,400(1)
West Hartford, CT...................................... 14,200(1)
Milford, CT............................................ 11,745(1)
Willoughby, OH......................................... 113,400(1)(3)
Lorain, OH............................................. 68,770(1)(3) 14,865(1)
New Philadelphia, OH................................... 85,567(1)(3)
Trenton, NJ............................................ 54,642(1)(3) 18,889(2)
West Chester, PA....................................... 34,000(1)(3)
Norristown, PA......................................... 40,000(1)(3)
Phoenixville, PA....................................... 10,696(1)(4)
Wayne, PA.............................................. 11,980(1)(4)
Fall River, MA......................................... 57,571(1)(3)
Taunton, MA............................................ 21,100(1)(4)
Troy, NY............................................... 50,000(1)(4)
Woonsocket, RI......................................... 49,338(1)(3)
Pawtucket, RI.......................................... 41,096(1)(4)
Wakefield, RI.......................................... 11,750(1)(4)
St. Louis, MO.......................................... 69,415(1)(3) 22,043(1)
Woodson Terrace, MO.................................... 5,000(1)
St. Charles, MO........................................ 4,298(1)
Collinsville, IL....................................... 14,587(1)
Granite City, IL....................................... 17,550(1)
Belleville, IL......................................... 8,400(1)
Alton, IL.............................................. 48,000(1)(3)
</TABLE>

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

(1) Offices

(2) Corporate headquarters

(3) Printing plant

(4) Production facility

(5) Warehouse

40
<PAGE>
The Company believes that all of its properties are in generally good
condition, are well maintained and are adequate for their current operations.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

REGULATION

Paid circulation newspapers which are delivered by second class mail are
required to obtain permits from, and file an annual statement of ownership and
circulation with, the United States Postal Service. There is no significant
regulation with respect to acquisition of newspapers, other than filings under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, if certain
threshold requirements under such Act are satisfied.

LEGAL PROCEEDINGS

The Company is involved in a number of litigation matters which have arisen
in the ordinary course of business. The Company believes that the outcome of
these legal proceedings will not have a material adverse effect on the Company's
financial condition or results of operations. See "Risk Factors--Potential
Litigation Exposure."

ENVIRONMENTAL MATTERS

As is the case with other newspaper and similar publication companies, the
Company is subject to a wide range of federal, state and local environmental
laws and regulations pertaining to air and water quality, storage tanks, and the
management and disposal of wastes at its facilities. To the best of the
Company's knowledge, its operations are in material compliance with applicable
environmental laws and regulations as currently interpreted. The Company
believes that continued compliance with these laws and regulations will not have
a material adverse effect on the Company's financial condition or results of
operations. See "Risk Factors--Environmental Matters."

41
<PAGE>
MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth information concerning the directors,
executive officers and other senior management of the Company.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------------------------- --- -----------------------------------------------------
<S> <C> <C>
Robert M. Jelenic.................................... 46 Chairman, President, Chief Executive Officer and
Director
Jean B. Clifton...................................... 36 Executive Vice President, Chief Financial Officer,
Treasurer, Secretary and Director
Allen J. Mailman..................................... 50 Vice President, Technology
Trish K. Dresser..................................... 38 Vice President, Marketing and Promotion
William J. Higginson................................. 41 Vice President, Production
William J. Rush...................................... 60 Vice President of the Company and Publisher and Chief
Executive Officer, NEW HAVEN REGISTER
John Collins......................................... 44 Vice President, Budgets and Planning
Diane B. Pardee...................................... 37 Vice President, Corporate Communications
Douglas M. Karp...................................... 41 Director
Sidney Lapidus....................................... 60 Director
John L. Vogelstein................................... 63 Director
</TABLE>

Following completion of the Offerings, the Company intends to elect two
additional persons, each of whom will be independent directors, to the Board of
Directors.

ROBERT M. JELENIC is the Chairman, President and Chief Executive Officer of
the Company. He has been President and Chief Executive Officer since the
inception of the Company in 1990 and has been a director of the Company and its
predecessors for more than the past five years. A Chartered Accountant, Mr.
Jelenic began his business career with Arthur Andersen in Toronto, Canada. Mr.
Jelenic has 21 years of senior management experience in the newspaper industry,
including 12 years with the Toronto Sun Publishing Corp. Mr. Jelenic is a
director of the NAA.

JEAN B. CLIFTON is Executive Vice President, Chief Financial Officer,
Treasurer and Secretary of the Company, positions she has held since the
inception of the Company, and has been a director of the Company and its
predecessors for more than the past five years. Prior to joining the Company,
Ms. Clifton, a Certified Public Accountant, had been employed by Arthur Young &
Co. (a predecessor to Ernst & Young LLP). She has 11 years of senior management
experience in the newspaper industry. Ms. Clifton is a member of the Postal
Affairs Committee and the Employee Benefits Committee of the NAA.

ALLEN J. MAILMAN is Vice President of Technology of the Company, a position
he has held since March 1994. From the Company's inception in 1990 to March
1994, Mr. Mailman was Corporate Director of Information Services of the Company.
He has 22 years of management experience in the newspaper industry, including 14
years with Newhouse Publications.

TRISH K. DRESSER is Vice President of Marketing and Promotion of the
Company, a position she has held since June 1995. From the Company's inception
in 1990 until June 1995, Ms. Dresser was Corporate Director of Promotions of the
Company. She has 12 years of experience in the newspaper industry, including
five years with the Toronto Sun Publishing Corp.

WILLIAM J. HIGGINSON is Vice President of Production of the Company, a
position he has held since July 1995. From January 1994 to July 1995, he was
Corporate Production Director of the Company and, from 1991 to January 1994, was
Production Director of the NEW HAVEN REGISTER. Mr. Higginson has 24 years of
experience in the newspaper industry.

42
<PAGE>
WILLIAM J. RUSH is Vice President of the Company, a position he has held
since January 1996, and Publisher and Chief Executive Officer of the NEW HAVEN
REGISTER, a position he has held since 1990. Mr. Rush, with 39 years of
experience in the newspaper industry, has held, at various times, the top
executive position at seven newspapers in three states.

JOHN COLLINS is Vice President of Budgets and Planning of the Company, a
position he has held since April 1996. From June 1995 to April 1996, Mr. Collins
was Vice President, Finance of the Company and, from December 1991 to June 1995,
was Chief Financial Officer of the NEW HAVEN REGISTER. He has 19 years of
experience in the newspaper industry, including 10 years with Times Mirror
Corporation.

DIANE B. PARDEE is Vice President of Corporate Communications of the
Company, a position she has held since August 1996. Prior to her present
position, she was Director of Corporate Communications of the Company from
September 1993 to August 1996, Director of Public Affairs for the Business
Committee for the Arts, Inc. from April 1992 to June 1993 and prior to that, she
was Editor-in-Chief of UNIQUE HOMES magazine.

DOUGLAS M. KARP has been a director of the Company since March 1997. Mr.
Karp has been a General Partner of Warburg, Pincus & Co. ("WP") and a Member and
Managing Director of E.M. Warburg, Pincus & Co., LLC ("EMWP") and its
predecessors since 1991. He is a director of LCI International, Inc., Paging
Network do Brasil S.A., TresCom International, Inc., TV Filme, Inc. and several
privately held companies.

SIDNEY LAPIDUS has been a director of the Company and its predecessors for
more than the past five years. Mr. Lapidus has been a General Partner of WP and
a Member and Managing Director of EMWP and its predecessors since 1982, where he
has been employed since 1967. He is a director of Caribiner International, Inc.,
Grubb & Ellis Company, Knoll, Inc., Pacific Greystone Corporation, Panavision
Inc., Renaissance Communications Corp. and several privately held companies.

JOHN L. VOGELSTEIN has been a director of the Company and its predecessors
for more than the past five years. Mr. Vogelstein is a General Partner of WP and
a Member, Vice Chairman and President of EMWP, where he has been employed since
1967. Mr. Vogelstein is a director of ADVO Inc., Aegis Group plc., Golden Books
Family Entertainment, Inc., LCI International, Inc., Mattel, Inc., Value Health,
Inc., Vanstar Corporation and several privately held companies.

Prior to completion of the Offerings, the Board of Directors will be divided
into three classes serving staggered three-year terms. At each annual meeting of
stockholders of the Company, successors to the class of directors whose term
expires at such meeting will be elected to serve for three-year terms and until
their successors are elected and qualified.

COMMITTEES OF THE BOARD OF DIRECTORS

After the completion of the Offerings, the Board of Directors of the Company
will have two standing committees: an Audit Committee and a Compensation
Committee.

The Audit Committee will have general responsibility for supervising
financial controls, as well as responsibility for accounting and audit
activities of the Company. The Audit Committee will annually review the
qualifications of the Company's independent certified public accountants, make
recommendations to the Board of Directors as to their selection and review the
planning, fees and results of their audit. The Audit Committee will consist
solely of independent directors as and when elected. The Compensation Committee
will be responsible for reviewing and approving the amount and type of
consideration to be paid to senior management and for administering the 1997
Plan and will consist solely of non-employee directors. See "--Compensation
Pursuant to Plans--1997 Stock Incentive Plan."

43
<PAGE>
DIRECTORS' ANNUAL COMPENSATION

The Company will reimburse its directors for all reasonable expenses
incurred in connection with their attendance at Board of Directors meetings.
Following the completion of the Offerings, independent directors will receive an
annual fee of $10,000, a fee of $1,000 for each Board of Directors meeting
attended in person and a fee of $500 for each Board of Directors meeting
attended by telephone conference call. Under the 1997 Plan, the Company will
grant independent directors during the term of their directorships non-qualified
options to purchase __________ shares of Common Stock annually on terms and
conditions specified by the committee administering such plan. See
"--Compensation Pursuant to Plans--1997 Stock Incentive Plan."

44
<PAGE>
EXECUTIVE COMPENSATION

The following table sets forth information concerning compensation paid by
the Company to its Chief Executive Officer and to each of its four most highly
compensated executive officers (other than the Chief Executive Officer) whose
total compensation exceeded $100,000 for the year ended December 31, 1996.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION
---------------------------------- ----------------
<S> <C> <C> <C> <C> <C>
NAME AND LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) PAYOUTS($)(2) COMPENSATION(3)
- -------------------------------------------- --------- ---------- ----------- ---------------- ----------------
Robert M. Jelenic,.......................... 1996 $ 800,000 $ 200,000 $ 326,667 $ 24,000
Chairman, President, Chief Executive 1995 775,000 200,000 252,000 4,500
Officer and Director 1994 750,000 150,000 0 4,500

Jean B. Clifton,............................ 1996 425,000 125,000 143,850 12,750
Executive Vice President, Chief 1995 405,000 125,000 110,250 4,500
Financial Officer, Treasurer, 1994 390,000 100,000 0 4,500
Secretary and Director

William J. Rush,............................ 1996 265,000 15,000 18,000 7,950
Vice President of the Company and 1995 245,000 15,000 0 4,500
Publisher and Chief Executive 1994 235,000 12,500 0 4,500
Officer, NEW HAVEN REGISTER

Allen J. Mailman,........................... 1996 180,000 7,500 48,250 5,400
Vice President of Technology 1995 165,000 10,000 36,450 4,500
1994 159,167 5,000 0 4,500

Trish K. Dresser,........................... 1996 165,000 7,500 25,933 4,950
Vice President of Marketing and Promotion 1995 142,500 12,000 19,800 4,275
1994 122,000 2,500 0 3,660
</TABLE>

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

(1) All other annual compensation has been omitted because such compensation did
not exceed the lesser of $50,000 or 10% of the total annual salary and bonus
reported for each listed executive officer.

(2) Prior to the Offerings, the Company maintained a bonus plan (the "StarShare
Plan") in which key employees were eligible to participate. Each participant
received award units (the "StarShare Units"), which were target percentages
of base salary and based on certain performance measures related to the
Company's compound annual growth in cash flow and revenue and reduction in
debt and/or equity redemption over a three-year performance period. In
general, StarShare Units granted under the StarShare Plan vested at the end
of the third anniversary of the grant. Following the applicable vesting
period, the values of the StarShare Units were paid to the participants in
three annual installments, with interest paid on the second and third
payments at the applicable treasury note rate from the first applicable
payment date. The Company presently intends to discontinue the StarShare
Plan prior to completion of the Offerings.

(3) These amounts represent the Company's matching 401(k) contributions under
the Company's 401(k) Plan and Supplemental 401(k) Plan.

45
<PAGE>
LONG-TERM INCENTIVE PLAN AWARD

The following table sets forth the awards under the StarShare Plan in 1996:

<TABLE>
<CAPTION>
NUMBER OF ESTIMATED FUTURE PAYOUTS UNDER
SHARES, PERFORMANCE OR NON-STOCK PRICE-BASED PLANS
UNITS OR OTHER PERIOD -----------------------------------------
OTHER RIGHTS UNTIL MATURATION THRESHOLD TARGET MAXIMUM
NAME (#) OR PAYOUT(1) ($ OR #) ($ OR #) ($ OR #)(2)
- ------------------------------------------ ------------- ----------------- --------------- ---------- ------------

<S> <C> <C> <C> <C> <C>
Robert M. Jelenic,........................ 32,000 March 15, 1999 $ 0 $ 320,000 $ 1,200,000
Chairman, President, Chief Executive
Officer and Director

Jean B. Clifton,.......................... 14,875 March 15, 1999 0 148,750 557,813
Executive Vice President, Chief
Financial Officer, Treasurer,
Secretary and Director

William J. Rush,.......................... 7,950 March 15, 1999 0 79,500 298,125
Vice President of the Company and
Publisher and Chief Executive Officer,
NEW HAVEN REGISTER

Allen J. Mailman,......................... 5,400 March 15, 1999 0 54,000 202,500
Vice President of Technology

Trish K. Dresser,......................... 4,950 March 15, 1999 0 49,500 185,625
Vice President of Marketing and
Promotion
</TABLE>

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

(1) See Note 2 to Summary Compensation Table.

(2) To achieve maximum payout the Company's compound annual growth rate of
EBITDA for the three-year performance period must exceed 20% (without taking
into account acquisitions) and the Company's debt reduction and/or equity
redemption over such period must exceed $400 million.

46
<PAGE>
COMPENSATION PURSUANT TO PLANS

MANAGEMENT BONUS PLAN

In recognition of certain management employees' prior services to the
Company, the Company intends to adopt the Management Bonus Plan pursuant to
which the Company will pay the Management Bonuses, totalling approximately $30
million, comprised of approximately $16 million in Bonus Shares and
approximately $14 million in cash. The Company expects that the cash portion of
the Management Bonuses will be used to satisfy recipients' tax obligations
arising from the Management Bonuses. Each Management Bonus will be comprised of
approximately 47% cash and 53% Common Stock. The Common Stock will be valued at
a price equal to the Price to Public less Underwriting Discounts and Commissions
set forth on the cover page of this Prospectus. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Management Bonus
Plan" and "Certain Transactions."

1997 STOCK INCENTIVE PLAN

Prior to completion of the Offerings, the Board of Directors adopted and the
stockholders approved the Company's 1997 Plan.

Subject to adjustment as provided in the 1997 Plan, the 1997 Plan authorizes
the granting of up to shares of Common Stock through (i) incentive stock
options and non-qualified stock options to acquire Common Stock and (ii) awards
of shares of Common Stock, to such officers and other employees of, and
consultants to, the Company and its subsidiaries and affiliates as may be
designated by the Compensation Committee or such other committee of the Board as
the Board may designate (the
"Committee"). All officers, employees of, and consultants to the Company, its
subsidiaries and affiliates who are responsible for or contribute to the
management, growth and profitability of the business of the Company, its
subsidiaries and affiliates are eligible to receive options and awards under the
1997 Plan; provided, that consultants are not eligible to receive grants of
incentive stock options. Approximately persons will be eligible to be
granted options and awards under the 1997 Plan. No participant in the 1997 Plan
may be granted awards or options covering in excess of shares of Common
Stock in any fiscal year. The aggregate number of shares available for options
and awards and the per-participant limitation are and ,
respectively, subject to adjustment for changes in capitalization, such as stock
dividends or stock splits. It is expected that Mr. Jelenic, Ms. Clifton, Messrs.
Rush and Mailman and Ms. Dresser will receive options to purchase ,
, , and shares of Common Stock, respectively, at an
exercise price of $ per share and options to purchase , ,
, , and shares of Common Stock, respectively, at an exercise
price of $ per share.

The Committee will administer the 1997 Plan, approve the eligible
participants who will receive options and awards, determine the form and terms
of the options and awards and have the power to fix vesting periods. Subject to
certain limitations, the Committee may from time to time delegate some of its
authority under the 1997 Plan.

Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code")
provides that publicly traded companies may not deduct compensation paid to the
chief executive officer or any of the four most highly compensated officers
("Covered Employees") to the extent it exceeds $1,000,000 in any one tax year,
unless the payments are made based upon the attainment of objective performance
goals that are approved by stockholders. This limitation will apply to the
Company following completion of the Offerings. The 1997 Plan is designed so that
all options and stock appreciation rights and all awards of Common Stock
designated as "Performance Awards" (as described below) that are made to Covered
Employees will be considered performance-based and hence fully deductible.
However, the Committee will have the discretion to grant awards to Covered
Employees that will not qualify for the exemption from Section 162(m). Moreover,
in certain cases such as death or disability (as described below), Performance
Awards may become payable even though the performance goals are not met, in
which event the

47
<PAGE>
Performance Awards will not be exempt from Section 162(m) and the Company might
lose part or all of its tax deduction.

Under the terms of the 1997 Plan, the Committee may from time to time grant
options to purchase shares of Common Stock at a price (payable in cash and/or
shares of Common Stock) which may not be less than the fair market value of the
shares of Common Stock, as determined by the closing price on the New York Stock
Exchange or such other exchange on which the Common Stock is listed on the date
the option is granted. Generally, options may not be exercised later than ten
years after the date of grant. The Committee may also grant stock appreciation
rights related to the options granted under the 1997 Plan. A stock appreciation
right would entitle the holder thereof to receive, upon exercise, the
appreciation from the option price to the fair market value of the shares of
Common Stock on the date of exercise, such appreciation being payable in cash
and/or in shares of Common Stock as determined by the Committee. Exercise of a
stock appreciation right cancels the related option to the extent of such
exercise, and the shares of Common Stock related thereto are not available for
future grants under the 1997 Plan.

The Committee will determine the times at which an option may be exercised.
Except as otherwise determined and as set forth below, an option may only be
exercised during employment or generally during the three months following
termination of employment for any reason other than death, permanent disability,
retirement or cause. Upon termination of employment for cause, an option may no
longer be exercised. Stock options generally may be exercised during the period
of one year after death if still in the employ of the Company or any of its
subsidiaries or affiliates at the time of death, to the extent exercisable at
the time of termination by death. After termination of an optionee's employment
with the Company or any of its subsidiaries or affiliates on account of
permanent disability, stock options generally may be exercised during the period
of three years after the date of termination to the extent exercisable at the
time of termination; provided, that in the event of death prior to expiration of
the option term following termination of employment for permanent disability,
options generally may be exercised during the period of one year following the
date of death to the extent exercisable at the time of death. After an optionee
retires from the Company or any of its subsidiaries or affiliates, the
optionee's stock options generally may thereafter be exercised to the extent to
which they were exercisable at the time of the optionee's retirement (unless the
Committee, in its discretion, determines otherwise) and may be exercised at any
time during the one-year period following retirement (or such shorter period as
the Committee determines); provided, that in the event of death prior to the
expiration of the option, options generally may be exercised during the period
of one year following the date of death. However, an option may not be exercised
after the expiration of the stated period of the option, except that if the
optionee dies within one year prior to the expiration date, any non-qualified
option may be exercised for a minimum of one year from the date of death.

The 1997 Plan provides that the Committee may establish option exercise
procedures for purposes of permitting an optionee to defer compensation.

Under the 1997 Plan, the Committee may also make awards of Restricted Stock.
The Committee may condition the grant or vesting of such awards on the
attainment of certain performance goals and/or upon the participant's continued
service with the Company. During the period (the "Restricted Period") commencing
with the grant of the restricted stock award and ending on attainment of the
applicable performance goals or satisfaction of the requisite period of service,
the participant is not permitted to sell, transfer, assign or otherwise dispose
of the Restricted Stock. The participant does have the right during the
Restricted Period to vote the Restricted Stock and to receive cash dividends
paid thereon. However, the Committee may determine that such cash dividends be
deferred and reinvested in additional Restricted Stock and that dividends
payable in Common Stock be paid in Restricted Stock. Upon termination of
employment prior to the end of the Restricted Period, the Restricted Stock will
be forfeited, although the Committee may waive any remaining restrictions upon
termination of employment due to retirement or involuntary termination of
employment other than for cause.

48
<PAGE>
The Committee may award performance units ("Performance Units"). The
Committee may condition the vesting of such units on the attainment of specified
levels of one or more performance goals described below and/or upon the
continued service of the participant. The Units may not be sold, assigned or
otherwise transferred during the period (the "Performance Cycle") over which the
units are to be earned. Upon termination of employment prior to the end of the
Performance Cycle, the Performance Units will be forfeited, although the
Committee may waive any remaining payment limitations, except as described in
the immediately following paragraph, upon termination of employment due to
retirement or involuntary termination other than for cause. Subject to the
Committee's approval, a participant may, generally prior to commencement of the
Performance Cycle, elect to defer receipt of cash or shares in settlement of the
Units. At the end of the Performance Cycle, the Committee will determine which
Performance Units have been earned and will cause to be delivered to the
participant a number of shares equal to the number of Units deemed by the
Committee to have been earned or cash equal to the fair market value of such
shares.

The Committee may designate an award of Restricted Stock or Performance
Units to a Covered Employee as a qualified performance-based award ("Performance
Award") and condition the vesting of such awards upon the attainment of
specified levels of one or more of the following performance goals: earnings per
share and/or return on equity. The Committee will not have the power to waive
achievement of such goals, except upon the death or disability of the
participant.

The 1997 Plan provides that the Committee may establish procedures for the
distribution of shares distributable pursuant to Units for purposes of
permitting an awardee to defer compensation.

At the time any award under the 1997 Plan is granted, the Committee may
grant the participant the right to receive a cash payment in an amount specified
by the Committee, to be paid when the award results in compensation income to
the participant and to help the participant pay the resulting taxes.

The 1997 Plan also provides that each director of the Company who is not
otherwise an employee of the Company or any of its subsidiaries or affiliates
and is not an officer, director or employee of Warburg, Pincus will receive,
during the term of his directorship, an annual grant of non-qualified options to
purchase shares of Common Stock on terms and conditions specified by the
Committee.

The 1997 Plan provides for the use of authorized but unissued shares or
treasury shares. To the extent that treasury shares are not used, authorized but
unissued shares of Common Stock of the Company have been reserved for issuance
upon exercise of options or distribution of awards granted under the 1997 Plan.

No options or awards may be granted under the 1997 Plan after ,
2007, but options or awards theretofore granted may extend beyond that date. The
1997 Plan may be discontinued by the Board of Directors at any time, but no
termination may impair the rights of any holders of options or awards granted
prior thereto.

The Board of Directors may alter or amend the 1997 Plan at any time. No
amendment, however, may impair the rights of a holder without the holder's
consent. Subject to certain limitations, the Committee may amend to the terms of
any award or option retroactively or prospectively, but the 1997 Plan does not
permit the Committee to cause a Performance Award to fail to be exempt from
Section 162(m) or impair the rights of any holder without the holder's consent.
The Committee has the power to interpret the 1997 Plan and to make all other
determinations necessary or advisable for its administration.

Except as otherwise described herein, benefits under the 1997 Plan to the
Chief Executive Officer and the other executive officers named in the Executive
Compensation Table above, to the current executive officers of the Company and
to the other employees of the Company are not currently determinable because the
1997 Plan is discretionary.

49
<PAGE>
PENSION PLAN

Mr. Rush participates in the Journal News, Inc. Retirement Plan (the "JNI
Retirement Plan"), which is a noncontributory defined benefit pension plan
covering substantially all non-union employees of certain of the Company's
subsidiaries. The JNI Retirement Plan provides for normal retirement benefits on
the later of the date on which the participant attains age 65 or the fifth
anniversary of such participant's becoming a JNI Retirement Plan participant.
Annual normal retirement benefits are based on career average pay. As of
December 31, 1996, Mr. Rush had 10 years of credited service. Mr. Rush's annual
normal retirement benefit based upon 15 years of credited service is projected
to be $71,862.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company did not have a compensation committee during 1996. Officers'
compensation was determined by Messrs. Jelenic and Vogelstein. Upon completion
of the Offerings, the Board of Directors will form a Compensation Committee
which will be responsible for reviewing and approving the amount and type of
consideration to be paid to senior management and for administering the 1997
Plan. See "-- Compensation Pursuant to Plans--1997 Stock Incentive Plan." The
members of the Company's Compensation Committee of the Board of Directors will
be Messrs. Karp and Vogelstein. See "Certain Transactions."

50
<PAGE>
CERTAIN TRANSACTIONS

On December 21, 1994, the Company issued approximately $55 million of Senior
Subordinated Notes and $55 million of Subordinated Notes to Warburg, Pincus. The
Company repaid the Senior Subordinated Notes in full during 1995. The Company
repaid $27.5 million principal amount of Subordinated Notes during 1995. The
Company intends to repay the remaining outstanding principal amount of and
accrued and unpaid interest on the Subordinated Notes from the net proceeds to
the Company of the Offerings. See "Use of Proceeds" and Note 4 of "Notes to
Combined Financial Statements."

On December 21, 1994, the Company redeemed all of its issued and outstanding
Senior Preferred Stock held by Warburg, Pincus for its face value of
approximately $18 million plus dividends in arrears of approximately $20
million. In addition, the Company redeemed all of its issued and outstanding
Serial Preferred Stock held by Warburg, Pincus for its face value of
approximately $23 million.

A predecessor (the "Predecessor") of the Company and each of the
stockholders of two subsidiaries (collectively, the "Exchange Subsidiaries") of
the Company entered into an Exchange Agreement (the "Exchange Agreement") dated
as of December 21, 1994. Pursuant to the Exchange Agreement, the Predecessor, a
limited liability company, issued to Warburg, Pincus an aggregate of 997,410
Class A Membership Interests and 997,410 Class B Membership Interests in the
Predecessor in exchange for the stock of the Exchange Subsidiaries held by
Warburg, Pincus.

Warburg, Pincus has agreed with the Company that, following completion of
the Offerings and with respect to any matter brought to a stockholder vote,
Warburg, Pincus will vote in its own discretion shares representing no more than
50% of the voting power of the Company's shares entitled to vote on the
applicable matter. The shares owned by Warburg, Pincus which represent in excess
of such 50% will be voted in the same proportion as the shares voted by the
other stockholders on the applicable matter.

In recognition of certain management employees' prior services to the
Company, the Company intends to pay the Management Bonuses pursuant to the
Management Bonus Plan. See "Management-- Compensation Pursuant to
Plans--Management Bonus Plan."

In addition, it is expected that Mr. Jelenic, Ms. Clifton, Messrs. Rush and
Mailman and Ms. Dresser will be granted options to purchase , , ,
and shares of Common Stock, respectively, at an exercise price of $ per
share and options to purchase , , , , and shares of Common Stock,
respectively, at an exercise price of $ per share. See
"Management--Compensation Pursuant to Plans--1997 Stock Incentive Plan."

51
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information with regard to the
beneficial ownership of the Common Stock as of , 1997 and as adjusted to
reflect the sale of the shares of Common Stock offered in the Offerings, by (i)
each person known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each director and each executive
officer listed in the summary compensation table and (iii) all directors and
executive officers of the Company as a group.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OWNED AFTER THE
THE OFFERINGS(1)(2) OFFERINGS(1)(2)(3)
------------------------ ------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENT NUMBER PERCENT
- ------------------------------------------------------------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Warburg, Pincus Capital Company, L.P.(4)(5)
466 Lexington Avenue
New York, NY 10017..............................................
Warburg, Pincus Capital Partners, L.P.(4)(5)
466 Lexington Avenue
New York, NY 10017..............................................
Warburg, Pincus Investors, L.P.(4)(5)
466 Lexington Avenue
New York, NY 10017..............................................
Douglas M. Karp(4)(5).............................................
Sidney Lapidus(4)(5)..............................................
John L. Vogelstein(4)(5)..........................................
Robert M Jelenic.................................................. *
Jean B. Clifton................................................... *
William J. Rush................................................... *
Allen J. Mailman.................................................. *
Trish K. Dresser.................................................. *
Directors and executive
officers as a group
(10 persons)....................................................
</TABLE>

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

* Less than 1%

(1) Beneficial ownership is determined in accordance with the rules of the
Commission. In computing the number of shares beneficially owned by a person
and the percentage ownership of that person, shares of Common Stock subject
to options and warrants held by that person that are currently exercisable
or exercisable within 60 days of the date of this Prospectus are deemed
outstanding. Such shares, however, are not deemed outstanding for the
purposes of computing the percentage ownership of any other person. Except
as otherwise indicated, the persons in this table have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them.

(2) Based upon shares of Common Stock outstanding prior to the Offerings
and shares of Common Stock outstanding after completion of the
Offerings, including the Bonus Shares.

(3) Assumes no exercise of the Underwriters' over-allotment option. In the event
such option is exercised, Warburg, Pincus Capital Company, L.P. ("WPCC")
will beneficially own shares or % of the Common Stock after the
Offerings; Warburg, Pincus Capital Partners, L.P. ("WPCP") will beneficially
own shares or % of the Common Stock after the Offerings; and
Warburg, Pincus Investors, L.P. ("Investors") will beneficially own
shares or % of the Common Stock after the Offerings.

52
<PAGE>
(4) The sole general partner of WPCP, WPCC and Investors is WP, a New York
general partnership. EMWP manages WPCP, WPCC and Investors. The members of
EMWP are substantially the same as the partners of WP. Lionel I. Pincus is
the Managing Partner of WP and the Managing Member of EMWP and may be deemed
to control both WP and EMWP. WP has a 20% interest in the profits of WPCP,
WPCC and Investors as the general partner. Douglas M. Karp and Sidney
Lapidus, directors of the Company, are Managing Directors of EMWP and
General Partners of WP. John L. Vogelstein, a director of the Company, is a
Member, Vice Chairman and President of EMWP and a General Partner of WP. As
such, Messrs. Karp, Lapidus and Vogelstein may be deemed to have an indirect
pecuniary interest (within the meaning of Rule 16a-1 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") ) in an indeterminate
portion of the shares beneficially owned by WPCP, WPCC, Investors and WP.
See Note 5 below.

(5) All of the shares indicated as owned by Messrs. Karp, Lapidus and Vogelstein
are owned directly by WPCC, WPCP or Investors and are included because of
their affiliation with WPCC, WPCP and Investors. Messrs. Karp, Lapidus and
Vogelstein disclaim "beneficial ownership" of these shares within the
meaning of Rule 13d-3 under the Exchange Act. The address of Messrs. Karp,
Lapidus and Vogelstein is c/o E.M. Warburg, Pincus & Co., LLC, 466 Lexington
Avenue, New York, New York 10017. See Note 4 above.

53
<PAGE>
DESCRIPTION OF CAPITAL STOCK

The following description of the capital stock of the Company and certain
provisions of the Certificate and By-laws is a summary and is qualified in its
entirety by the provisions of the Certificate and By-laws, copies of which have
been filed as exhibits to the Registration Statement of which this Prospectus is
a part.

Upon completion of the Offerings, the authorized capital stock of the
Company will consist of (i) shares of Common Stock, par value $.01 per
share, of which shares will be outstanding, and (ii) shares of
Preferred Stock, of which no shares will be outstanding.

COMMON STOCK

Holders of Common Stock are entitled to one vote per share in all matters to
be voted on by the stockholders of the Company and do not have cumulative voting
rights. Accordingly, holders of a majority of the outstanding shares of Common
Stock entitled to vote in any election of directors may elect all of the
directors standing for election. Warburg, Pincus has agreed with the Company
that, following completion of the Offerings and with respect to any matter
brought to a stockholder vote, Warburg, Pincus will vote in its own discretion
shares representing no more than 50% of the voting power of the Company's shares
entitled to vote on the applicable matter. The shares owned by Warburg, Pincus
which represent in excess of such 50% will be voted in the same proportion as
the shares voted by the other stockholders on the applicable matter. See "Risk
Factors--Influence by Existing Stockholder."

Subject to preferences that may be applicable to any Preferred Stock
outstanding at the time, holders of Common Stock are entitled to receive ratably
such dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the Company, holders of Common Stock
are entitled to share ratably in all assets remaining after payment of the
Company's liabilities and the liquidation preference, if any, of any outstanding
Preferred Stock. Holders of shares of Common Stock have no preemptive,
subscription, redemption or conversion rights. There are no redemption or
sinking fund provisions applicable to the Common Stock. All of the outstanding
shares of Common Stock are, and the shares offered by the Company in the
Offerings will be, when issued and paid for, fully paid and non-assessable. The
rights, preferences and privileges of holders of Common Stock are subject to,
and may be adversely affected by, the rights of the holders of shares of any
series of Preferred Stock which the Company may designate and issue in the
future.

At present, there is no established trading market for the Common Stock.
Application will be made for approval for listing of the Common Stock on the New
York Stock Exchange.

PREFERRED STOCK

The Board of Directors is authorized to issue from time to time shares
of Preferred Stock in one or more series, and to fix the rights, designations,
powers, preferences, qualifications, limitations and restrictions thereof,
including dividend rights, dividend rates, conversion rights, voting rights,
terms of redemption, redemption prices, liquidation preferences and the number
of shares constituting any series, all without stockholder approval. The ability
to issue Preferred Stock could have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from acquiring or
making a proposal to acquire, the Company or a majority of the outstanding stock
of the Company. The rights of the holders of Common Stock will be subject to,
and may be adversely affected by, the rights of holders of Preferred Stock that
may be issued in the future. The Company has no present plans to issue any
shares of Preferred Stock. See "Risk Factors--Anti-Takeover Effect of Certain
Certificate of Incorporation and By-laws Provisions."

54
<PAGE>
LIMITATIONS ON DIRECTORS' LIABILITY

The Certificate and By-laws limit the liability of directors and officers to
the maximum extent permitted by Delaware law, which may include liabilities
under the Securities Act. As permitted by Delaware law, the Certificate provides
that directors and officers of the Company will not be personally liable for
monetary damages for breach of their fiduciary duties as directors or officers,
except liability for (i) breach of the directors' and officers' duty of loyalty
to the Company or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law, (iii)
the unlawful payment of a dividend or unlawful stock purchase or redemption and
(iv) any transaction from which directors or officers derive an improper
personal benefit. Delaware law does not permit a corporation to eliminate a
director's or an officer's duty of care, and this provision of the Certificate
has no effect on the availability of equitable remedies, such as injunction or
rescission, based upon a director's breach of the duty of care.

These provisions will not limit liability under state or federal securities
laws. The Company believes that these provisions will assist the Company in
attracting and retaining qualified individuals to serve as directors.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

The Company is subject to the provisions of Section 203 ("Section 203") of
the Delaware General Corporation Law (the "DGCL"). Under Section 203, certain
"business combinations" (as defined herein) between a Delaware corporation whose
stock generally is publicly traded or held of record by more than 2,000
stockholders and an "interested stockholder" (as defined herein) are prohibited
for a three-year period following the date that such a stockholder became an
interested stockholder, unless (i) the corporation has elected in its
certificate of incorporation not to be governed by Section 203 (the Company did
not make such an election), (ii) the business combination was approved by the
board of directors of the corporation before the other party to the business
combination became an interested stockholder, (iii) upon consummation of the
transaction that made it an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the
commencement of the transaction (excluding voting stock owned by directors who
are also officers or stock held in employee benefit plans in which the employees
do not have the right to determine confidentially whether such stock will be
tendered in a tender or exchange offer) or (iv) the business combination was
approved by the board of directors of the corporation and ratified by two-thirds
of the voting stock which the interested stockholder did not own. The three-year
prohibition also does not apply to certain business combinations proposed by an
interested stockholder following the announcement or notification of certain
extraordinary transactions involving the corporation and a person who had not
been an interested stockholder during the previous three years or who became an
interested stockholder with the approval of the majority of the corporation's
directors. The term business combination is defined generally to include mergers
or consolidations between a Delaware corporation and an interested stockholder,
transactions with an interested stockholder involving the assets or stock of the
corporation or its majority-owned subsidiaries and transactions which increase
an interested stockholder's percentage ownership of stock. The term interested
stockholder is defined generally as a stockholder who, together with affiliates
and associates, owns (or, within three years prior, did own) 15% or more of a
Delaware corporation's voting stock. Section 203 could prohibit or delay a
merger, takeover or other change in control of the Company and therefore could
discourage attempts to acquire the Company or a majority of the outstanding
stock of the Company.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar of the Common Stock is
.

55
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

Prior to completion of the Offerings, there has been no public market for
the Common Stock. Sales of substantial amounts of Common Stock in the public
market or the perception that such sales may occur, could have an adverse effect
on the price of the Common Stock.

Upon completion of the Offerings, the Company will have outstanding
shares of Common Stock. Of the shares, all the shares of Common
Stock sold in the Offerings will be eligible for immediate resale, as will the
Bonus Shares upon their issuance, except, in each case, to the extent acquired
by "affiliates" of the Company, as such term is defined in Rule 144 or subject
to a lock-up agreement as described below.

The remaining shares of Common Stock outstanding upon completion of
the Offerings will be "restricted securities" as that term is defined in Rule
144. Restricted securities may be sold in the public market only if registered
or if they qualify for an exemption from registration under Rule 144 or Rule 701
under the Securities Act. Sales of restricted securities in the public market,
or the availability of such shares for sale, could have an adverse effect on the
price of the Common Stock.

The Company, all of its directors, executive officers, the other recipients
of Bonus Shares and Warburg, Pincus have agreed that they will enter into
contractual lock-up agreements providing that they will not offer, sell,
contract to sell or sell any option or consent to purchase, purchase any option
to sell, grant any option, right or warrant to purchase, or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock or any
securities convertible into or exchangeable for Common Stock or enter into any
swap or similar agreement that transfers, in whole or in part, the economic risk
of ownership of the Common Stock, whether any of the foregoing transactions are
to be settled by delivery of Common Stock or other such securities, in cash or
otherwise, for a period of 180 days after the date of this Prospectus without
the prior written consent of Morgan Stanley & Co. Incorporated, except (i) in
the case of the Company, upon exercise of outstanding stock options and except
for the issuance of options pursuant to the 1997 Plan and (ii) in the case of
Warburg, Pincus, the shares of Common Stock to be sold pursuant to the
Underwriters' over-allotment option. As a result of these contractual
restrictions, notwithstanding possible earlier eligibility for sale under the
provisions of Rule 144 or Rule 701, or otherwise, shares subject to lock-up
agreements will not be saleable until such agreements expire. Taking into
account the lock-up agreements, the number of shares that will be available for
sale in the public market, subject to the volume and other restrictions of Rule
144, will be as follows: (i) shares will be eligible for immediate sale as
of the date of this Prospectus and (ii) shares will be eligible for sale
beginning 180 days after the date hereof. The remaining shares will not be
eligible for sale pursuant to Rule 144 until the expiration of the applicable
holding period.

Following the expiration of the lock-up agreements, the Bonus Shares and
shares issued pursuant to the 1997 Plan will also be available for sale in the
public market pursuant to Rule 701 under the Securities Act. Rule 701 permits
resales of such shares in reliance upon Rule 144, but without compliance with
certain restrictions, including the holding period requirement, of Rule 144. In
general, under Rule 144 as currently in effect, beginning 90 days after the date
of this Prospectus, a person (or persons whose shares are aggregated) who has
beneficially owned restricted securities for the applicable holding period
(including the holding period of any prior owner except an affiliate) would be
entitled to sell within any three-month period a number of shares that does not
exceed the greater of: (i) 1% of the then outstanding shares of Common Stock
(approximately shares of Common Stock immediately after completion of the
Offerings) or (ii) the average weekly trading volume of the Common Stock during
the four calendar weeks preceding the filing of a Form 144 with respect to such
sale. Sales under Rule 144 are also subject to certain manner of sale provisions
and notice requirements and to the availability of current public information
about the Company. Effective April 29, 1997, the manner of sale restrictions of
Rule 144 will be eliminated and the holding period under Rule 144 will be
reduced by one year.

Promptly after the completion of the Offerings, the Company expects to file
with the Commission a Registration Statement on Form S-8 covering the Bonus
Shares and the shares of Common Stock underlying grants available under the 1997
Plan.

56
<PAGE>
UNDERWRITERS

Under the terms and subject to the conditions in the Underwriting Agreement
dated the date of this Prospectus (the "Underwriting Agreement"), the Company
has agreed to sell an aggregate of shares of Common Stock and the U.S.
Underwriters named below, for whom Morgan Stanley & Co. Incorporated, Donaldson,
Lufkin & Jenrette Securities Corporation, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Bear, Stearns & Co. Inc. and Chase Securities Inc. are serving as
U.S. Representatives, have severally agreed to purchase, and the International
Underwriters named below, for whom Morgan Stanley & Co. International Limited,
Donaldson, Lufkin & Jenrette International Limited, Merrill Lynch International,
Bear, Stearns International Limited and Chase Manhattan International Limited
are serving as International Representatives, have severally agreed to purchase,
the respective number of shares of Common Stock set forth opposite their names
below:

<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
- ------------------------------------------------------------------------------------------------------ -----------
<S> <C>
U.S. Underwriters:
Morgan Stanley & Co. Incorporated...................................................................
Donaldson, Lufkin & Jenrette Securities Corporation.................................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..............................................................................
Bear, Stearns & Co. Inc.............................................................................
Chase Securities Inc................................................................................
Subtotal..........................................................................................
-----------
International Underwriters:
Morgan Stanley & Co. International Limited..........................................................
Donaldson, Lufkin & Jenrette International Limited..................................................
Merrill Lynch International.........................................................................
Bear, Stearns International Limited.................................................................
Chase Manhattan International Limited...............................................................
Subtotal..........................................................................................
-----------
Total...........................................................................................
-----------
-----------
</TABLE>

The U.S. Underwriters and the International Underwriters are collectively
referred to as the "Underwriters." The Underwriting Agreement provides that the
obligations of the several Underwriters to pay for and accept delivery of the
shares of Common Stock offered hereby are subject to the approval of certain
legal matters by counsel and to certain other conditions. The Underwriters are
obligated to take and pay for all the shares of Common Stock offered in the
Offerings (other than those covered by the Underwriters' over-allotment option),
if any such shares are taken.

Pursuant to the Agreement Between U.S. Underwriters and International
Underwriters, each U.S. Underwriter has represented and agreed that, with
certain exceptions, (i) it is not purchasing any U.S. Shares (as defined herein)
being sold by it for the account of anyone other than a United States or
Canadian Person (as defined herein) and (ii) it has not offered or sold, and
will not offer or sell, directly or indirectly, any U.S. Shares or distribute
any prospectus relating to the U.S. Shares outside the United States or Canada
or to anyone other than a United States or Canadian Person. Pursuant to the
Agreement Between U.S. Underwriters and International Underwriters, each
International Underwriter has represented and agreed that, with certain
exceptions, (i) it is not purchasing any International Shares (as defined below)
being sold by it for the account of any United States or Canadian Person and
(ii) it has not offered or sold, and will not offer or sell, directly or
indirectly, any International Shares or distribute any prospectus relating to
the International Shares within the United States or Canada or to any United
States or Canadian Person. With respect to any Underwriter that is a U.S.
Underwriter and an International

57
<PAGE>
Underwriter, the foregoing representations and agreements (i) made by it in its
capacity as a U.S. Underwriter shall apply only to shares purchased by it in its
capacity as a U.S. Underwriter, (ii) made by it in its capacity as an
International Underwriter shall apply only to shares purchased by it in its
capacity as an International Underwriter and (iii) do not restrict its ability
to distribute any prospectus relating to the shares of Common Stock to any
person. The foregoing limitations do not apply to stabilization transactions or
to certain other transactions specified in the Agreement Between U.S.
Underwriters and International Underwriters. As used herein, "United States or
Canadian Person" means any national or resident of the United States or Canada
or any corporation, pension, profit-sharing, or other trust or other entity
organized under the laws of the United States or Canada or of any political
subdivision thereof (other than a branch located outside the United States and
Canada of any United States or Canadian Person) and includes any United States
or Canadian branch of a person who is otherwise not a United States or Canadian
Person. All shares of Common Stock to be purchased by the U.S. Underwriters and
the International Underwriters under the Underwriting Agreement are referred to
herein as the "U.S. Shares" and the "International Shares," respectively.

Pursuant to the Agreement Between U.S. Underwriters and International
Underwriters, sales may be made between the U.S. Underwriters and International
Underwriters of any number of shares of Common Stock to be purchased pursuant to
the Underwriting Agreement as may be mutually agreed. The per share price of any
shares so sold shall be the Price to Public set forth on the cover page hereof,
in United States dollars, less an amount not greater than the per share amount
of the concession to dealers set forth below.

Pursuant to the Agreement Between U.S. Underwriters and International
Underwriters, each U.S. Underwriter has represented that it has not offered or
sold, and has agreed not to offer or sell, any shares of Common Stock, directly
or indirectly, in Canada in contravention of the securities laws of Canada or
any province or territory thereof and has represented that any offer of shares
of Common Stock in Canada will be made only pursuant to an exemption from the
requirements to file a prospectus in the province or territory of Canada in
which such offer is made. Each U.S. Underwriter has further agreed to send any
dealer who purchases from it any shares of Common Stock a notice stating in
substance that, by purchasing such shares of Common Stock, such dealer
represents and agrees that it has not offered or sold, and will not offer or
sell, directly or indirectly, any of such shares of Common Stock in Canada or
to, or for the benefit of, any resident of Canada in contravention of the
securities laws of Canada or any province or territory thereof and that any
offer of shares of Common Stock in Canada will be made only pursuant to an
exemption from the requirement to file a prospectus in the province of Canada in
which such offer is made, and that such dealer will deliver to any other dealer
to whom it sells any of such shares of Common Stock a notice to the foregoing
effect.

Pursuant to the Agreement Between U.S. Underwriters and International
Underwriters, each International Underwriter has represented and agreed that (i)
it has not offered or sold and during the period of six months from the closing
date of the Offerings will not offer or sell any shares of Common Stock in the
United Kingdom except to persons whose ordinary activities involve them in
acquiring, holding, managing, or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances which
have not resulted and will not result in an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations (1995)
(the "Regulations"); (ii) it has complied and will comply with all applicable
provisions of the Financial Services Act 1986 and the Regulations with respect
to anything done by it in relation to the shares of Common Stock offered hereby
in, from, or otherwise involving the United Kingdom; and (iii) it has only
issued or passed on and will only issue or pass on to any person in the United
Kingdom any document received by it in connection with the issue of the shares
of Common Stock if that person is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisement) (Exemptions) Order 1996,
or is a person to whom such document may otherwise lawfully be issued or passed
on.

The Underwriters propose to offer part of the shares of Common Stock
directly to the public at the Price to Public set forth on the cover page hereof
and part to certain dealers at a price which represents a

58
<PAGE>
concession not in excess of $ share below the public offering price. The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of $ a share to other Underwriters or to certain dealers.

Pursuant to the Underwriting Agreement, Warburg, Pincus has granted the U.S.
Underwriters an option, excercisable for 30 days from the date of this
Prospectus, to purchase up to an aggregate of additional shares of Common
Stock at the Price to Public on the cover page hereof, less Underwriting
Discounts and Commissions. The U.S. Underwriters may exercise such option to
purchase solely for the purpose of covering over-allotments, if any, made in
connection with the Offerings. To the extent such option is exercised, each U.S.
Underwriter will become obligated, subject to certain conditions, to purchase
approximately the same percentage of such additional shares of Common Stock as
the number set forth next to such U.S. Underwriter's name in the preceding table
bears to the total number of shares of Common Stock offered by the U.S.
Underwriters hereby.

The Company, all of its executive officers and directors, other recipients
of Bonus Shares and Warburg, Pincus have agreed that, without the prior written
consent of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, they
will not (i) offer, pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right,
or warrant to purchase, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock (whether such shares or any such
securities are now owned by such stockholder or acquired after the date of the
Prospectus), or (ii) enter into any swap or other arrangement that transfers to
another in whole or in part, any of the economic consequences of ownership of
the Common Stock, whether any such transaction described in clause (i) or (ii)
above is to be settled by delivery of Common Stock or such other securities, in
cash or otherwise, for a period of 180 days after the date of this Prospectus,
other than the sale to the Underwriters of any shares of Common Stock pursuant
to the Underwriting Agreements.

The Company, Warburg, Pincus and the Underwriters have agreed to indemnify
each other against certain liabilities, including liabilities under the
Securities Act.

In order to facilitate the offering of the Common Stock, the Underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the Common Stock. Specifically, the Underwriters may over-allot in
connection with the offering, creating a short position in the Common Stock for
their own account. In addition, to cover over-allotments or to stabilize the
price of the Common Stock, the Underwriters may bid for, and purchase, shares of
Common Stock in the open market. Finally, the underwriting syndicate may reclaim
selling concessions allowed to an underwriter or a dealer for distributing the
Common Stock in the offering, if the syndicate repurchases previously
distributed Common Stock in transactions to cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the Common Stock above independent market
levels. The Underwriters are not required to engage in these activities, and may
end any of these activities at any time.

The Representatives of the Company have informed the Company that the
Underwriters do not intend to confirm sales to any accounts over which they
exercise discretionary authority.

PRICING OF THE OFFERINGS

Prior to completion of the Offerings, there has been no public market for
the Common Stock. The initial public offering price has been determined by
negotiations between the Company and the Representatives of the Underwriters.
Among the factors considered in determining the initial public offering price
were the information set forth in this Prospectus and otherwise available to the
Representatives, the future prospects of the Company and the newspaper industry
in general, revenues, earnings, and certain other financial and operating
information of the Company in recent periods and the

59
<PAGE>
price-earnings ratios, market prices of securities, profitability and certain
financial and operating information of companies engaged in activities similar
to those of the Company.

LEGAL MATTERS

The validity of the shares of Common Stock offered in the Offerings will be
passed upon for the Company by Wachtell, Lipton, Rosen & Katz, New York, New
York. Certain legal matters in connection with the Offerings will be passed upon
for the Underwriters by Willkie Farr & Gallagher, New York, New York.

EXPERTS

The balance sheet of Journal Register Company at March 11, 1997 and the
combined financial statements (including the schedule) of Journal Register
Company, LLC and Affiliates at December 31, 1996 and 1995, and for each of the
three years in the period ended December 31, 1996, appearing in this Prospectus
and Registration Statement have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon appearing elsewhere herein and
in the Registration Statement. The financial statements referred to above are
included in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing.

60
<PAGE>
ADDITIONAL INFORMATION

The Company has filed with the Commission under the Securities Act a
Registration Statement (the "Registration Statement") on Form S-1 with respect
to the Common Stock offered in the Offerings. This Prospectus does not contain
all of the information set forth in the Registration Statement in accordance
with the rules and regulations of the Commission. For further information
pertaining to the Company and the Common Stock offered in the Offerings,
reference is made to the Registration Statement, including the exhibits thereto
and the financial statements, notes and schedule filed as a part thereof.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete and, in each instance, reference is
made to the copy of such contract or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference. The Registration Statement may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's Regional Offices in
New York (Seven World Trade Center, 13th Floor, New York, New York 10048) and
Chicago (Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois
60661). Copies of such material can be obtained from the public reference
section of the Commission at prescribed rates by writing to the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
Such materials can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005 or on the Internet at
http://www.sec.gov.

FORWARD-LOOKING STATEMENTS

This Prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. Forward-looking statements are statements other than historical information
or statements of current condition. Some forward-looking statements may be
identified by use of terms such as "believes," "anticipates," "intends" or
"expects." The forward-looking statements contained in this Prospectus are
generally located in the material set forth under the headings "Prospectus
Summary," "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business," but may be found in other
locations as well. These forward-looking statements relate to the plans and
objectives of the Company for future operations. In light of the risks and
uncertainties inherent in all future projections, the inclusion of
forward-looking statements in this Prospectus should not be regarded as a
representation by the Company or any other person that the objectives or plans
of the Company will be achieved. Many factors could cause the Company's actual
results to differ materially from those in the forward-looking statements,
including, among other things: (i) a decline in general economic conditions,
(ii) the unavailability or material increase in price of newsprint, (iii) an
adverse judgment in pending or future litigation, (iv) increased competitive
pressure from current competitors and future market entrants, and (v) sales of
substantial amounts of the Common Stock in the public markets following the
Offerings, or the perception that such sales could occur. The foregoing review
of important factors should not be construed as exhaustive and should be read in
conjunction with other cautionary statements that are included in this
Prospectus. The Company undertakes no obligation to release publicly the results
of any future revisions it may make to forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

61
<PAGE>
INDEX TO FINANCIAL STATEMENTS

CONTENTS

<TABLE>
<S> <C>
Journal Register Company

Report of Independent Auditors.......................................................... F-2

Balance Sheet as of March 11, 1997...................................................... F-3

Note to Balance Sheet................................................................... F-4

Journal Register Company, LLC and Affiliates

Report of Independent Auditors.......................................................... F-5

Combined Balance Sheets as of December 31, 1995 and 1996................................ F-6

Combined Statements of Income for each of the three years in the period ended
December 31, 1996..................................................................... F-7

Combined Statements of Cash Flows for each of the three years in the period ended
December 31, 1996..................................................................... F-8

Notes to Combined Financial Statements.................................................. F-9
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Journal Register Company

We have audited the accompanying balance sheet of Journal Register Company as of
March 11, 1997. The balance sheet is the responsibility of the Company's
management. Our responsibility is to express an opinion on this balance sheet
based on our audit.

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

In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Journal Register Company at March
11, 1997 in conformity with generally accepted accounting principles.

/s/ Ernst & Young LLP

MetroPark, New Jersey
March 12, 1997

F-2
<PAGE>
JOURNAL REGISTER COMPANY
BALANCE SHEET
MARCH 11, 1997

<TABLE>
<CAPTION>
ASSETS
<S> <C>
Cash................................................................................. $ 100
---------
---------
STOCKHOLDER'S EQUITY
Preferred stock, $.01 par, 500 shares authorized, none issued and outstanding........ $ --
Common stock, $.01 par, 500 shares authorized, 100 shares issued and outstanding..... 1
Additional paid-in capital........................................................... 99
---------
Total stockholder's equity........................................................... $ 100
---------
---------
</TABLE>

SEE ACCOMPANYING NOTE.

F-3
<PAGE>
JOURNAL REGISTER COMPANY
NOTE TO BALANCE SHEET
MARCH 11, 1997

ORGANIZATION AND BASIS OF PRESENTATION

Journal Register Company (the "Company") was incorporated on March 11, 1997. In
conjunction with the formation of the Company, a company under common control
named Journal Register Company, was renamed Journal Register Newspapers, Inc.
The Company intends to file with the Securities and Exchange Commission a
Registration Statement on Form S-1 for the sale of shares of common stock of the
Company. Prior to the issuance of shares pursuant to the Registration Statement,
certain companies under common control with the Company will be combined with
the Company. Substantially all of the membership interests and equity securities
of these companies are owned by entities controlled by affiliates of E.M.
Warburg, Pincus & Co., LLC. Since the companies are under common control, this
transaction will be accounted for similar to a pooling of interests.

F-4
<PAGE>
REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Journal Register Company, LLC and Affiliates

We have audited the accompanying combined balance sheets of Journal Register
Company, LLC and Affiliates as of December 31, 1996 and 1995, and the related
combined statements of income and cash flows for each of the three years in the
period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of Journal
Register Company, LLC and Affiliates at December 31, 1996 and 1995, and the
combined results of their operations and their cash flows for each of the three
years in the period ended December 31, 1996 in conformity with generally
accepted accounting principles.

/s/ Ernst & Young LLP

MetroPark, New Jersey
March 5, 1997

F-5
<PAGE>
JOURNAL REGISTER COMPANY, LLC AND AFFILIATES
COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------
<S> <C> <C>
1995 1996
--------------- ---------------
ASSETS
Current assets:
Cash and cash equivalents.................................................... $ 8,622,605 $ 8,546,396
Accounts receivable, less allowance for doubtful accounts of $2,874,271 in
1995 and $4,172,936 in 1996................................................ 43,383,073 44,063,981
Inventories.................................................................. 16,631,351 6,204,002
Deferred income taxes........................................................ -- 2,950,798
Other current assets......................................................... 4,819,139 4,270,098
--------------- ---------------
Total current assets........................................................... 73,456,168 66,035,275

Property, plant and equipment:
Land......................................................................... 7,253,772 7,260,008
Buildings and improvements................................................... 58,565,573 59,001,100
Machinery and equipment...................................................... 129,799,039 135,936,921
--------------- ---------------
195,618,384 202,198,029
Less accumulated depreciation................................................ (96,582,342) (110,484,723)
--------------- ---------------
Property, plant and equipment, net............................................. 99,036,042 91,713,306

Deferred income taxes.......................................................... -- 222,316
Intangible and other assets, net of accumulated amortization of $10,952,402 in
1995 and $17,610,762 in 1996................................................. 133,941,759 148,014,311
--------------- ---------------
$ 306,433,969 $ 305,985,208
--------------- ---------------
--------------- ---------------
LIABILITIES AND MEMBERS' DEFICIT
Current liabilities:
Current maturities of long-term debt......................................... $ 58,252,361 $ 54,173,894
Accounts payable............................................................. 9,822,674 7,200,381
Income taxes payable......................................................... 2,137,919 1,195,534
Accrued interest............................................................. 9,565,772 7,498,261
Deferred subscription revenue................................................ 6,220,345 5,878,837
Other accrued expenses and current liabilities............................... 16,835,692 15,946,505
--------------- ---------------
Total current liabilities...................................................... 102,834,763 91,893,412

Senior debt, less current maturities........................................... 599,780,000 566,390,000
Subordinated notes and accrued interest due to members......................... 30,290,310 33,319,341
Deferred income taxes.......................................................... 1,662,602 --
Accrued retiree benefits and other liabilities................................. 12,830,257 11,602,809
Income taxes payable........................................................... 10,802,709 26,437,689

Commitments and contingencies (NOTE 8)
Members' deficit:
Membership interests......................................................... 2,104,200 2,104,200
Additional paid-in capital................................................... 222,167,335 222,167,335
Accumulated deficit.......................................................... (676,038,207) (647,929,578)
--------------- ---------------
Net members' deficit........................................................... (451,766,672) (423,658,043)
--------------- ---------------
$ 306,433,969 $ 305,985,208
--------------- ---------------
--------------- ---------------
</TABLE>

See accompanying notes.

F-6
<PAGE>
JOURNAL REGISTER COMPANY, LLC AND AFFILIATES
COMBINED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------
<S> <C> <C> <C>
1994 1995 1996
-------------- -------------- --------------
Revenues:
Advertising................................................... $ 224,071,191 $ 249,533,751 $ 256,971,648
Circulation................................................... 65,204,313 73,797,189 79,775,654
-------------- -------------- --------------
Newspaper revenues.............................................. 289,275,504 323,330,940 336,747,302

Commercial printing and other................................... 10,875,057 15,626,106 14,372,773
-------------- -------------- --------------
300,150,561 338,957,046 351,120,075

Operating expenses:
Salaries and employee benefits................................ 105,606,718 110,651,094 111,626,137
Newsprint, ink and printing charges........................... 36,481,069 48,243,571 50,110,087
Selling, general and administrative........................... 25,312,179 28,678,214 30,992,643
Depreciation and amortization................................. 18,605,116 19,177,764 20,525,352
Other......................................................... 34,187,475 38,742,660 38,976,064
-------------- -------------- --------------
220,192,557 245,493,303 252,230,283
-------------- -------------- --------------
Operating income................................................ 79,958,004 93,463,743 98,889,792

Other income (expense):
Interest expense.............................................. (41,791,327) (63,468,099) (56,409,520)
Interest income............................................... 330,117 158,212 106,805
Other......................................................... (587,971) (717,961) (169,154)
-------------- -------------- --------------
Income before provision for income taxes and extraordinary
item.......................................................... 37,908,823 29,435,895 42,417,923

Provision for income taxes...................................... 4,126,326 2,653,294 14,309,294
-------------- -------------- --------------
Income before extraordinary item................................ 33,782,497 26,782,601 28,108,629

Extraordinary item:
Loss on extinguishment of debt................................ 13,099,981 -- --
-------------- -------------- --------------
Net income...................................................... $ 20,682,516 $ 26,782,601 $ 28,108,629
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>

See accompanying notes.

F-7
<PAGE>
JOURNAL REGISTER COMPANY, LLC AND AFFILIATES

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------
<S> <C> <C> <C>
1994 1995 1996
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income......................................................... $ 20,682,516 $ 26,782,601 $ 28,108,629
Adjustments to reconcile net income to net cash provided by
operating activities:
Loss on debt extinguishment...................................... 13,099,981 -- --
Provision for losses on accounts receivable...................... 1,926,668 2,871,631 3,914,496
Depreciation and amortization.................................... 18,605,116 19,177,764 20,525,352
Net (gain) loss on disposal of property, plant and equipment..... 82,817 263,465 (110,197)
Increase in income taxes payable................................. 1,103,527 497,516 14,692,595
(Decrease) increase in accrued interest.......................... (3,104,305) 8,760,434 (2,067,511)
Decrease in deferred income taxes................................ (21,641) (482,695) (4,835,716)
Increase in accounts receivable.................................. (7,623,838) (6,947,008) (3,971,885)
Decrease (increase) in inventories............................... (3,248,860) (7,209,388) 10,475,816
(Decrease) increase in accounts payable.......................... 7,157,704 (5,320,331) (2,663,768)
(Decrease) increase in deferred subscription revenue............. 2,084,094 182,721 (401,370)
Decrease in accrued retiree benefits and other liabilities....... (663,135) (1,802,611) (1,227,448)
(Increase) decrease in other assets, net of increase (decrease)
in other liabilities........................................... (3,812,587) (9,996,494) (2,374,167)
------------- ------------- -------------
Net cash provided by operating activities.......................... 46,268,057 26,777,605 60,064,826

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment......................... (8,325,764) (4,859,023) (7,674,504)
Net proceeds from sale of property, plant and equipment............ 211,941 40,715 236,643
Purchase of newspaper properties................................... (14,500,000) (45,738,379) (18,262,205)
------------- ------------- -------------
Net cash used in investing activities.............................. (22,613,823) (50,556,687) (25,700,066)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of debt:
Senior Facilities................................................ 559,000,000 133,000,000 7,000,000
Deferred loan costs.............................................. (10,462,253) -- --
Accretion on Subordinated Notes.................................. 6,981,454 2,745,390 3,029,031
Repayments of:
Senior debt...................................................... (527,282,676) (29,000,000) (44,470,000)
Subordinated Notes............................................... -- (82,361,724) --
Redemption of preferred stock:
Preferred stock.................................................. (41,187,500) -- --
Preferred stock dividends........................................ (20,409,912) -- --
------------- ------------- -------------
Net cash (used in) provided by financing activities................ (33,360,887) 24,383,666 (34,440,969)
------------- ------------- -------------
(Decrease) increase in cash and cash equivalents................... (9,706,653) 604,584 (76,209)
Cash and cash equivalents, beginning of year....................... 17,724,674 8,018,021 8,622,605
------------- ------------- -------------
Cash and cash equivalents, end of year............................. $ 8,018,021 $ 8,622,605 $ 8,546,396
------------- ------------- -------------
------------- ------------- -------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest......................................................... $ 37,119,772 $ 51,672,881 $ 54,244,177
Income taxes..................................................... 3,044,440 1,940,148 4,452,415

SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES
Issuance of additional Subordinated Notes.......................... $ 6,981,454 $ 2,745,390 $ 3,029,031
</TABLE>

See accompanying notes.

F-8
<PAGE>
JOURNAL REGISTER COMPANY, LLC AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 1996

1. ORGANIZATION AND BASIS OF PRESENTATION

The combined financial statements include Journal Register Company, LLC
("JRC, LLC") and all of its wholly owned affiliates, INS Holdings, Inc. ("INSI")
and Journal Register Company (now known as Journal Register Newspapers, Inc.)
("JRC"). The Company is used to refer to the combination of JRC, INSI and JRC,
LLC.

JRC, LLC was organized in New York in December 1994 for the purpose of
acquiring and operating newspaper companies; it commenced operations in December
1994. Effective December 21, 1994, Journal News, Inc. ("JNI") and Journal
Company, Inc. ("JCI"), affiliates of the Company (collectively the "Companies"),
entered into an exchange agreement (the "Exchange Agreement") with stockholders
of the Company, whereby JRC, LLC issued 2 million membership interests,
representing all the issued and outstanding membership interests in JRC, LLC, to
the stockholders of the Companies in exchange for all of the issued and
outstanding common stock of the Company. Since the combined Companies were under
common control, this transaction was accounted for in a manner similar to a
pooling of interests and the accompanying combined financial statements include
the accounts and operations of JNI and JCI for all periods presented. Affiliates
of E.M. Warburg, Pincus and Co., LLC (collectively "Warburg, Pincus") own
substantially all of the membership interests of JRC, LLC.

JRC is jointly owned by the operating subsidiaries of JRC, LLC and manages
its newspaper subsidiaries on an expense reimbursement basis. INSI, which is
owned by Warburg, Pincus, is a company that develops application software for
the newspaper industry and provides services to the Company's subsidiaries and
unrelated companies. (See Note 11, Subsequent Events (unaudited).)

The Company primarily publishes small metropolitan and suburban daily and
suburban and community non-daily newspapers serving markets in Connecticut,
Ohio, Philadelphia and its surrounding areas, the greater St. Louis area and
central New England and has commercial printing operations in Connecticut, Ohio
and Missouri.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF COMBINATION

The combined financial statements include the accounts of JRC, LLC and all
of its wholly owned affiliates, JRC and INSI. All significant intercompany
accounts and transactions have been eliminated.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Such estimates would include the allowance for doubtful
accounts and valuation allowance for deferred income taxes. Actual results could
differ from those estimates.

COMBINED STATEMENTS OF CASH FLOWS

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

F-9
<PAGE>
JOURNAL REGISTER COMPANY, LLC AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EARNINGS PER SHARE

Pro forma earnings per share has not been presented because it is contingent
upon the Company's future shares outstanding which has yet to be determined.

INVENTORIES

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

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost. Maintenance and repairs
are charged to expense as incurred; costs of major additions and betterments are
capitalized.

Depreciation is provided for financial reporting purposes primarily by the
straight-line method over the following estimated useful lives:

<TABLE>
<S> <C>
Buildings and improvements.................................... 5 to 30
years
Machinery and equipment....................................... 3 to 20
years
</TABLE>

INTANGIBLE ASSETS AND OTHER ASSETS

Intangible assets recorded in connection with the acquisition of newspapers
generally consist of the values assigned to subscriber lists and the excess of
cost over the value of identifiable net assets of the companies acquired. These
assets are carried at the lower of amortized cost or the amount expected to be
recovered by projected future operations after considering attributable general
and administration expense and interest on debt allocated to the various
newspapers. If, in the opinion of management, an impairment in value occurs, any
necessary write-downs are charged to expense.

The balance of intangible assets at December 31, 1996 was comprised of
subscriber lists and excess cost over the value of identifiable net assets of
companies acquired. These assets are being amortized over a period of 4 to 40
years and are amortized by the straight-line method.

In the beginning of 1996, the Company adopted SFAS No. 121 "ACCOUNTING FOR
THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED
OF." The adoption of SFAS No. 121 did not materially impact the financial
statements. In accordance with SFAS No. 121 the Company reviews the
recoverability of intangibles and other long-lived assets whenever events and
circumstances indicate that the carrying amount may not be recoverable. The
carrying amount of the long-lived assets is reduced by the difference between
the carrying amount and estimated fair value.

Other assets consist principally of capitalized costs associated with the
Term Loan and the Revolver (as defined in Note 4, Long-Term-Debt) that are being
amortized over the terms of such loans.

INCOME TAXES

The Company uses the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax basis of

F-10
<PAGE>
JOURNAL REGISTER COMPANY, LLC AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
assets and liabilities and are measured using the currently enacted tax rates
and laws that will be in effect when the differences are expected to reverse.

Each of JCI, JNI, JRC, INSI and JRC, LLC files its own federal income tax
returns on a consolidated or separate basis as appropriate.

DEFERRED SUBSCRIPTION REVENUE

Deferred subscription revenue arises from subscription payments made in
advance of newspaper delivery. Revenue is recognized in the period in which it
is earned.

INTEREST RATE PROTECTION AGREEMENTS

The Company enters into Interest Rate Protection Agreements ("IRPA") to
modify the interest characteristics of its outstanding debt. Each IRPA is
designated for all or a portion of the principal balance and term of a specific
debt obligation. These agreements involve the exchange of amounts based on a
fixed interest rate for amounts based on variable interest rates over the life
of the agreement without an exchange of the notional amount upon which the
payments are based. The differential to be paid or received as interest rates
change is accrued and recognized as an adjustment of interest expense related to
the debt (the accrual accounting method). The related amount payable to or
receivable from counterparties is included in accrued interest. The fair values
of IRPAs are not recognized in the financial statements. Gains and losses on
terminations of IRPAs would be deferred as an adjustment to the carrying amount
of the outstanding debt and amortized as an adjustment to interest expense
related to the debt over the remaining term of the original contract life of the
IRPAs. In the event of the early extinguishment of a designated debt obligation,
any realized or unrealized gain or loss from the IRPA would be recognized in
income coincident with the extinguishment. Any IRPAs that were not designated
with outstanding debt or notional amounts (or durations) of IRPAs in excess of
the principal amounts (or maturities) of the underlying debt obligations would
be recorded as an asset or liability at fair value, with changes in fair value
recorded in other income (expense).

CONCENTRATION OF RISK

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

3. INTANGIBLE AND OTHER ASSETS

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

<TABLE>
<CAPTION>
1995 1996
-------------- --------------
<S> <C> <C>
Excess of cost over the value of identifiable net assets and
subscriber lists........................................... $ 114,888,103 $ 125,846,862
Prepaid pension cost......................................... 5,984,261 7,152,779
Other........................................................ 13,069,395 15,014,670
-------------- --------------
$ 133,941,759 $ 148,014,311
-------------- --------------
-------------- --------------
</TABLE>

F-11
<PAGE>
JOURNAL REGISTER COMPANY, LLC AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996

4. LONG-TERM DEBT

The Company's long-term debt as of December 31 was comprised of the
following:

<TABLE>
<CAPTION>
1995 1996
-------------- --------------
<S> <C> <C>
Senior Secured Term Loans.................................... $ 546,000,000 $ 501,530,000
Senior Secured Revolving Credit Facility..................... 112,000,000 119,000,000
Subordinated Notes and accrued interest due to members....... 30,290,310 33,319,341
Other debt................................................... 965,216 975,742
-------------- --------------
689,255,526 654,825,083
Less current portion......................................... (58,252,361) (54,173,894)
-------------- --------------
$ 631,003,165 $ 600,651,189
-------------- --------------
-------------- --------------
</TABLE>

Effective December 21, 1994 (the "Effective Date") JRC, LLC entered into a
definitive credit agreement (as amended the "Credit Agreement") to obtain Senior
Secured Term Loans (the "Term Loan") and a Senior Secured Revolving Credit
Facility (the "Revolver"). At December 31, 1996, JRC, LLC has approximately
$501.5 million outstanding under the Term Loan and $119.0 million outstanding
under the Revolver. JRC, LLC had $26.0 million unused and available under the
Revolver at December 31, 1996. The Term Loan matures on December 31, 2002 and
the Revolver matures on December 31, 2003. (See Note 11, Subsequent Events
(unaudited).)

During 1996, the Company had net borrowings under the Revolver of $7.0
million. The Company borrowed approximately $18.0 million under the Revolver to
fund the acquisition of the TAUNTON DAILY GAZETTE (see Note 9, Acquisitions)
which was offset by $11.0 million of net paydowns of the Revolver.

The aggregate annual maturities of long-term debt payable under the Term
Loan are as follows:

<TABLE>
<S> <C>
1997.......................................................... $54,140,000
1998.......................................................... 70,060,000
1999.......................................................... 80,980,000
2000.......................................................... 91,900,000
2001.......................................................... 102,590,000
Thereafter.................................................... 101,860,000
</TABLE>

The Revolver has a step-down of availability of $25.0 million on each of
December 31, 2000, 2001 and 2002. The final $70.0 million of availability
expires and, if outstanding, is due on December 31, 2003.

In addition, commencing in the year 2000, the Credit Agreement requires a
mandatory prepayment of the debt equal to 75.0% of Excess Cash Flows, as defined
in the Credit Agreement.

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

The amounts outstanding under the Senior Facilities bear interest at (i)
1 1/8% to 0% above the higher of the Prime Rate or 1/2% above the Federal Funds
Rate (collectively the "Base Rate") or (ii) 2 3/8% to 1% above the London
Interbank Offered Rate ("LIBOR"). The interest rate spreads are dependent upon
the debt to twelve months trailing cash flow ratio (as defined in the Credit
Agreement) and reduce as such

F-12
<PAGE>
JOURNAL REGISTER COMPANY, LLC AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996

4. LONG-TERM DEBT (CONTINUED)
ratio declines. As of December 31, 1996, the Company was paying interest at 2%
above LIBOR. As of December 31, 1994 and 1995 the Company was paying 2 3/8%
above LIBOR. At December 31, 1996 the Company had outstanding $615.5 million of
LIBOR loans and $5 million of Base Rate loans. The average all-in interest rates
on the Senior Facilities were approximately 6.5%, 9.1% and 8.4% for the years
ended December 31, 1994, 1995 and 1996, respectively. The average all-in
interest rates reflect the effects of "IRPAs".

An annual commitment fee of 1/2% is incurred on the unused portion of the
commitment under the Revolver.

The Credit Agreement requires the Companies to maintain interest rate
protection for at least fifty percent of the outstanding debt in order to manage
interest rate risk. In accordance with this requirement, the Companies
participated in various interest rate protection agreements whereby the
Companies have assumed a fixed rate of interest and a counterparty has assumed
the variable rate (the "SWAPs"). The aggregate notional principal amount of such
SWAPs is $445.0 million. The Company has also entered into interest rate collar
agreements with an aggregate notional principal amount of $141.0 million. The
agreements are with major financial institutions which are expected to fully
perform under the terms of the agreements thereby mitigating the credit risk
from the transactions. The notional amounts of such IRPAs are used to measure
interest to be paid or received with respect to such IRPAs and do not represent
the amount of exposure to credit risk. Pursuant to the SWAP agreements, the
Company agrees to exchange with certain banks at specific dates the difference
between fixed rate in the SWAP agreements and LIBOR floating rate applied to the
notional principal amount. Under the collar agreements, the Company assumes the
fixed rate position on an agreed upon ceiling rate and receives payment if the
LIBOR exceeds such fixed rate. Alternatively, the Company assumes the LIBOR
fixed rate position and makes payments to the banks if LIBOR is below the fixed
floor rate. No payments are made if the LIBOR remains between the fixed ceiling
and fixed floor rates.

Interest rate protection agreements relating to the Company's borrowings
include the SWAP agreements with notional principal amounts of $300.0 million
and $145.0 million, maturing on January 30, 1999 and January 30, 1997,
respectively; and with fixed rates of approximately 6.22% and 5.14%,
respectively. Interest rate protection agreements also include collars with
aggregate notional principal amounts of $141.0 million and ceiling interest
rates ranging from 7.29% through 7.41% and floor interest rates of 5.48%. The
collars expire on various dates between April 30, 1998 and June 30, 1998. If the
SWAPs were marked to market at December 31, 1996, they would result in a net
loss of approximately $1.3 million. If the collars were marked to market at
December 31, 1996 they would result in a net loss of approximately $195,000. The
fair value as of December 31, 1996 of the IRPAs was obtained from the Company's
bank.

As of December 31, 1996, the Company has a contract for a collar with a
notional principal amount of $145.0 million. The collar replaces the $145.0
million SWAP, identified above, that expired on January 30, 1997. The collar is
effective January 30, 1997 and expires April 30, 1998, and has a ceiling rate of
7.31% and floor rate of 5.48%. The notional principal amount of the collar
amortizes at the end of each quarter in $17.5 million increments. If the $145.0
million collar was marked to market at December 31, 1996 it would result in a
$188,000 loss.

F-13
<PAGE>
JOURNAL REGISTER COMPANY, LLC AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996

4. LONG-TERM DEBT (CONTINUED)
The estimated fair value of the Term Loan and Revolver approximates their
carrying value since the interest rates are variable.

In connection with the refinancings in 1994, the Company recognized a net
loss of approximately $13.1 million on the early extinguishment of debt which
was classified as an extraordinary item.

As of December 31, 1995 and 1996, affiliates of Warburg, Pincus owned
approximately $30.3 million and $33.3 million, respectively, of the Company's
Subordinated Notes. The Subordinated Notes bear interest at 10.0% per annum.

5. PENSION PLANS

The Company and its affiliates have separate defined benefit pension plans,
certain of which are successors to prior plans. The benefits are based on years
of service and primarily on the employee's career average pay. The Company's
funding policy is to contribute annually an amount that can be deducted for
federal income tax purposes under a different actuarial cost method and
different assumptions from those used for financial reporting. Assets of the
plans consist principally of short-term investments, equity securities and
corporate and U.S. Government obligations.

The following table sets forth the plans' funded status and the amount
recognized in the Company's combined balance sheet as of December 31:

<TABLE>
<CAPTION>
1995 1996
---------------------------- ----------------------------
<S> <C> <C> <C> <C>
OVERFUNDED UNDERFUNDED OVERFUNDED UNDERFUNDED
------------- ------------- ------------- -------------
Actuarial present value of benefit obligation:
Vested benefit obligation......................... $ 41,814,000 $ 10,185,000 $ 43,197,000 $ 10,234,000
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Accumulated benefit obligation.................... $ 42,458,000 $ 10,418,000 $ 44,209,000 $ 10,462,000
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Projected benefit obligation........................ $ 42,907,000 $ 10,745,000 $ 44,489,000 $ 10,641,000
Fair value of plan assets........................... 55,777,489 8,646,188 60,027,445 9,027,442
------------- ------------- ------------- -------------
Plan assets in excess of (less than) projected
benefit obligation................................ 12,870,489 (2,098,812) 15,538,445 (1,613,558)
Unrecognized net transition (asset) obligation being
amortized over 15 years........................... (324,042) 856,148 (274,820) 716,721
Adjustment required to recognize minimum
liability......................................... -- (546,151) -- (399,756)
Unrecognized net (gain) loss........................ (2,877,298) 218,477 (4,833,514) (112,682)
Unrecognized prior service cost..................... (3,684,888) (387,395) (3,277,332) (426,321)
------------- ------------- ------------- -------------
Prepaid (accrued) pension cost...................... $ 5,984,261 $ (1,957,733) $ 7,152,779 $ (1,835,596)
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>

F-14
<PAGE>
JOURNAL REGISTER COMPANY, LLC AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996

5. PENSION PLANS (CONTINUED)
Assumptions used in determining the funded status of the pension plans are
as follows:

<TABLE>
<CAPTION>
1995 1996
---------- -----------
<S> <C> <C>
Discount rate........................................................ 7.50% 7.75%
Average rate of increase in compensation levels...................... 3.0 3.0
Expected long-term rate of return on assets.......................... 9.0 9.0
Mortality rates...................................................... 71GAT 83GAM
Unloaded
</TABLE>

Components of net periodic pension income include:

<TABLE>
<CAPTION>
1994 1995 1996
------------- ------------- -------------
<S> <C> <C> <C>
Service cost..................................... $ 1,146,853 $ 954,671 $ 1,366,184
Interest cost.................................... 2,919,187 3,126,405 3,864,310
Expected return on plan assets................... (4,398,713) (4,631,255) (5,704,717)
Net amortization................................. (261,625) (363,963) (280,076)
Other............................................ 55,298 92,964 --
------------- ------------- -------------
Net periodic pension income...................... $ (539,000) $ (821,178) $ (754,299)
------------- ------------- -------------
------------- ------------- -------------
</TABLE>

Net amortization consists of amortization of net assets or obligations at
transition, subsequent plan amendments and of subsequent net gains and losses.

The Company also has defined contribution pension plans covering certain
employees. Contributions to these plans are based on a percentage of
participants' salaries and amounted to approximately $497,000, $438,000 and
$417,000 in 1994, 1995, and 1996, respectively.

The Company contributes to various multi-employer union administered pension
plans. Contributions to these plans amounted to approximately $133,000, $98,000
and $71,000 in 1994, 1995 and 1996, respectively.

F-15
<PAGE>
JOURNAL REGISTER COMPANY, LLC AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996

6. POSTRETIREMENT BENEFITS

The following table sets forth the postretirement medical plans' funded
status as of December 31:

<TABLE>
<CAPTION>
1995 1996
------------ ------------
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees............................................................................ $ 7,111,000 $ 6,807,000
Fully eligible active plan participants............................................. 113,200 126,800
Other active plan participants...................................................... 178,600 169,400
------------ ------------
7,402,800 7,103,200
Plan assets at fair value............................................................. -- --
------------ ------------
Accumulated postretirement benefit obligation in excess of plan assets................ 7,402,800 7,103,200
Unrecognized net gain................................................................. 226,502 321,420
Unrecognized prior service cost....................................................... 768,600 785,900
------------ ------------
Accrued postretirement benefit obligation............................................. $ 8,397,902 $ 8,210,520
------------ ------------
------------ ------------
</TABLE>

Net periodic postretirement benefit costs include the following components:

<TABLE>
<CAPTION>
1994 1995 1996
---------- ----------- ----------
<S> <C> <C> <C>
Service cost--benefits earned during the period............................. $ 11,500 $ 11,000 $ 10,800
Interest cost on accumulated postretirement benefit obligation.............. 495,600 460,600 525,300
Other....................................................................... 1,773 (127,700) (96,100)
---------- ----------- ----------
$ 508,873 $ 343,900 $ 440,000
---------- ----------- ----------
---------- ----------- ----------
</TABLE>

Future benefit costs were estimated assuming medical costs would increase at
a 10% annual rate during 1996 and decreasing 1.0% per year to a 6.5% annual
increase in the year 2000 and beyond. The discount rate used to estimate the
accumulated postretirement obligation was 8.75%, 7.5% and 7.75% at December 31,
1994, 1995 and 1996, respectively. If the assumed trend rate were to change by
1.0% the accumulated postretirement benefit obligation would change by
approximately $352,000 and the net periodic postretirement benefit costs would
change by approximately $33,400.

F-16
<PAGE>
JOURNAL REGISTER COMPANY, LLC AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996

7. INCOME TAXES

The provision for income taxes is as follows:

<TABLE>
<CAPTION>
1994 1995 1996
------------ ------------ -------------
<S> <C> <C> <C>
Current tax expense:
Federal............................................................. $ 600,192 $ 23,299 $ 9,812,276
State............................................................... 3,547,775 2,414,365 9,332,734
------------ ------------ -------------
Total current......................................................... 4,147,967 2,437,664 19,145,010
Deferred tax expense (benefit):
Federal............................................................. -- -- (4,321,652)
State............................................................... (21,641) 215,630 (514,064)
------------ ------------ -------------
Total deferred........................................................ (21,641) 215,630 (4,835,716)
------------ ------------ -------------
Total provision for taxes............................................. $ 4,126,326 $ 2,653,294 $ 14,309,294
------------ ------------ -------------
------------ ------------ -------------
</TABLE>

The reconciliation of income tax computed at the U.S. federal statutory tax
rate to income tax expense is as follows:

<TABLE>
<CAPTION>
1994 1995 1996
-------------- ------------- -------------
<S> <C> <C> <C>
Tax at U.S. statutory rates........................................ $ 13,315,827 $ 10,302,563 $ 14,846,273
State taxes, net of federal effect................................. 2,291,992 1,709,497 5,732,136
Reduction in valuation allowance................................... (11,811,378) (9,892,560) (6,632,116)
Other.............................................................. 329,885 533,794 363,001
-------------- ------------- -------------
$ 4,126,326 $ 2,653,294 $ 14,309,294
-------------- ------------- -------------
-------------- ------------- -------------
</TABLE>

The reduction in the valuation allowance in 1996 reflects the recognition of
approximately $4,332,000 in deferred tax benefits expected to be realized in
future years, as well as the reversal of certain temporary differences. The
decrease in the valuation allowance in 1994 and 1995 reflects the use of
approximately $20.7 million and $6.1 million respectively, of federal net
operating loss carryforwards, as well as the reversal of certain temporary
differences in each of these years.

State net operating loss carryforwards were utilized as follows: $4.4
million in 1994, $5.5 million in 1995 and $300,000 in 1996.

At December 31, 1996, certain subsidiaries have remaining net operating loss
carryforwards available ranging from approximately $20,000 to $73.8 million in
various state and local jurisdictions. Substantial portions of the related
deferred tax assets are offset by valuation allowances. The carryforwards at
December 31, 1996 expire in various years through 2011.

Deferred income taxes reflect the net effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.

F-17
<PAGE>
JOURNAL REGISTER COMPANY, LLC AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996

7. INCOME TAXES (CONTINUED)
Significant components of the Company's deferred tax liabilities and assets as
of December 31 are as follows:

<TABLE>
<CAPTION>
1995 1996
------------- -------------
<S> <C> <C>
Deferred tax liabilities:
Property, plant and equipment................................ $ 15,491,049 $ 14,986,274
Other........................................................ -- 394,159
------------- -------------
Total deferred tax liabilities................................. 15,491,049 15,380,433
Deferred tax assets:
Intangible assets............................................ 10,848,566 7,865,686
Retiree benefits............................................. 1,554,823 1,015,199
Net operating loss carryforwards............................. 2,778,381 2,791,250
Deferred interest expense.................................... 5,766,896 5,467,656
Other........................................................ 2,913,590 3,763,363
------------- -------------
Total deferred tax assets...................................... 23,862,256 20,903,154
Valuation allowance............................................ 10,033,809 2,349,607
------------- -------------
Net deferred tax assets........................................ 13,828,447 18,553,547
------------- -------------
Net deferred tax (assets) liabilities.......................... $ 1,662,602 $ (3,173,114)
------------- -------------
------------- -------------
</TABLE>

The Company's valuation allowances for deferred tax assets decreased by
approximately $8.6 million in 1995 and $7.7 million in 1996.

The Company's federal income tax returns, which consist of filings for three
separate consolidated groups and two individual entities, have not been examined
by the Internal Revenue Service.

8. COMMITMENTS AND CONTINGENCIES

The Company leases office space and equipment under noncancellable operating
leases which expire over the next five years. These leases contain several
renewal options for periods up to five years. The Company's future minimum lease
payments under operating leases at December 31, 1996 are as follows:

Total rent expense was $1.3 million, $1.4 million and $1.4 million for the
years ended December 31, 1994, 1995 and 1996, respectively.

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

F-18
<PAGE>
JOURNAL REGISTER COMPANY, LLC AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996

9. ACQUISITIONS

On December 13, 1996, the Company acquired for approximately $18.0 million
certain assets and liabilities of a daily newspaper, published in Taunton,
Massachusetts. The Company applied the purchase method of accounting for this
transaction. Accordingly, the total acquisition cost was preliminarily allocated
to the assets and liabilities of the TAUNTON DAILY GAZETTE based on their
relative estimated fair values on the effective date of the acquisition of $1.8
million and $500,000, respectively. Intangible assets of approximately $17.0
million were recorded for the subscriber list and excess of the purchase price
over the value of identifiable net assets and are being amortized on a
straight-line basis over four to 40 years.

On May 5, 1995, the Company acquired for $31.0 million certain assets and
liabilities of a group of newspapers, which include 42 publications and a
commercial printing company, located in Connecticut and Rhode Island
(collectively, the "New England Acquisition Corp."). The Company applied the
purchase method of accounting for this transaction. Accordingly, the total
acquisition cost was allocated to the assets and liabilities of the New England
Acquisition Corp. based on their relative estimated fair values on the effective
date of the acquisition of approximately $5.0 million and $2.1 million,
respectively.

On June 21, 1995, the Company acquired the stock of the THE HERALD (New
Britain) for $11.0 million plus the assumption of certain noncurrent
liabilities. THE HERALD publishes a daily newspaper in Connecticut. The Company
applied the purchase method of accounting for this transaction. The estimated
fair values of identifiable net assets and liabilities on the effective date of
the acquisition were $2.5 million and $7.5 million, respectively.

On August 31, 1995, the Company acquired for $5.5 million certain assets and
liabilities of the THE MIDDLETOWN PRESS, a daily newspaper published in
Middletown, Connecticut. The Company applied the purchase method of accounting
for this transaction. The estimated fair values of identifiable assets and
liabilities on the effective date of the acquisition were $4.1 million and
$500,000, respectively.

Intangible assets of $45.9 million related to the aforementioned 1995
acquisitions were recorded for the subscriber lists and excess of the purchase
price over the value of identifiable net assets and are being amortized on a
straight-line basis over 4 to 40 years.

F-19
<PAGE>
JOURNAL REGISTER COMPANY, LLC AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996

10. MEMBERSHIP INTERESTS AND CAPITAL STOCK

Membership Interests and Capital Stock of JRC, LLC and Affiliates at
December 31, 1994, 1995 and 1996 is summarized as follows:

<TABLE>
<CAPTION>
MEMBERSHIP INTERESTS/SHARES ADDITIONAL
PAR ---------------------------------------- MEMBERSHIP PAID-IN
VALUE AUTHORIZED ISSUED OUTSTANDING INTEREST CAPITAL
--------- ---------- ------------ -------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Journal Register Company, LLC:
Class A Membership Interest........... $ 1.00 1,000,000 1,000,000 1,000,000 $ 1,000,000
Class B Membership Interest........... $ 1.00 1,000,000 1,000,000 1,000,000 1,000,000
Additional paid-in capital............ $ 216,982,319
------------ --------------
2,000,000 216,982,319
INS Holdings, Inc.:
Common stock voting................... $ .10 2,000 2,000 2,000 200
Common stock non-voting............... $ .10 1,000,000 1,000,000 1,000,000 100,000
Preferred Stock, Class A.............. $ 1.00 4,000 4,000 4,000 4,000
Additional paid-in capital............ 5,185,016
------------ --------------
104,200 5,185,016
------------ --------------
$ 2,104,200 $ 222,167,335
------------ --------------
------------ --------------
</TABLE>

In connection with the Exchange Agreement mentioned in Note 1 to the
combined financial statements, on December 21, 1994 the Company exchanged 2
million of its membership interests, representing all the issued and outstanding
membership interests of the Company for all the issued and outstanding shares of
common stock of each of JNI and JCI.

JCI redeemed all of the issued and outstanding shares of its Senior
Preferred Stock on December 21, 1994 (the "Redemption Date") for its face value
of $18.2 million plus dividends in arrears of approximately $20.4 million. In
addition, JCI redeemed all of the issued and outstanding shares of its Serial
Preferred Stock on the Redemption Date for its face value of $23.0 million.

11. SUBSEQUENT EVENTS (UNAUDITED)

On March 11, 1997, Journal Register Company was incorporated. In conjunction
with the formation of Journal Register Company, a company under common control
named Journal Register Company (see Note 1, Organization and Basis of
Presentation), was renamed Journal Register Newspapers, Inc. Journal Register
Company intends to file with the Securities and Exchange Commission a
Registration Statement on Form S-1 for the sale of shares of common stock. Prior
to the issuance of shares pursuant to the Registration Statement, certain
entities (INS Holdings, Inc., Journal Register Newspapers, Inc. and JRC, LLC)
under common control with the Company will be combined with Journal Register
Company. Substantially all of the membership interests and equity securities of
these entities are owned by affiliates of Warburg, Pincus. Since the companies
are under common control, this transaction will be accounted for similar to a
pooling of interests.

The Company intends to adopt a bonus plan to pay special bonuses to certain
employees totalling approximately $30 million. The Company expects to incur a
charge to pre-tax earnings of approximately $33 million in the second quarter of
1997. The bonus plan will account for approximately $30 million of such charge.
The discontinuation of the Company's long-term incentive plan will account for
approximately $3 million.

In connection with the aforementioned public offering, the Company expects
to amend the terms of the Credit Agreement.

F-20
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED MARCH 17, 1997

SHARES
[LOGO]
JOURNAL REGISTER COMPANY

COMMON STOCK
-----------------

OF THE SHARES OF COMMON STOCK BEING OFFERED, SHARES ARE BEING
OFFERED INITIALLY OUTSIDE THE UNITED STATES AND CANADA BY THE INTERNATIONAL
UNDERWRITERS AND SHARES ARE BEING OFFERED INITIALLY IN THE UNITED
STATES AND CANADA BY THE U.S. UNDERWRITERS. SEE "UNDERWRITERS." ALL OF
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE BEING SOLD BY THE
COMPANY. PRIOR TO THE OFFERINGS, THERE HAS BEEN NO PUBLIC MARKET FOR
THE COMMON STOCK OF THE COMPANY. IT IS CURRENTLY ESTIMATED THAT
THE INITIAL PUBLIC OFFERING PRICE PER SHARE WILL BE BETWEEN
$ AND $ . SEE "UNDERWRITERS" FOR A DISCUSSION OF
THE FACTORS CONSIDERED IN DETERMINING THE
INITIAL PUBLIC OFFERING PRICE.
-------------------

APPLICATION WILL BE MADE FOR APPROVAL TO LIST THE COMMON STOCK
ON THE NEW YORK STOCK EXCHANGE UNDER THE SYMBOL "JRC."
-------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 11 FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
-------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------

PRICE $ A SHARE
-------------------

(2) BEFORE DEDUCTING EXPENSES PAYABLE BY THE COMPANY ESTIMATED AT $ .

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

MORGAN STANLEY & CO.
INTERNATIONAL

DONALDSON, LUFKIN & JENRETTE
INTERNATIONAL LIMITED

MERRILL LYNCH INTERNATIONAL

BEAR, STEARNS INTERNATIONAL LIMITED

CHASE MANHATTAN INTERNATIONAL LIMITED

, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is a statement of estimated expenses incurred in connection
with the shares of Common Stock being registered hereby, other than underwriting
discounts and commissions:

<TABLE>
<S> <C>
SEC Registration Fee............................................. $ 52,273
NASD Filing Fee.................................................. 17,750
New York Stock Exchange Listing Fee.............................. *
Printing and Engraving Expenses.................................. *
Legal Fees and Expenses.......................................... *
Accounting Fees and Expenses..................................... *
Transfer Agent and Registrar Fees and Expenses................... *
Blue Sky Fees and Expenses (including legal fees)................ *
Miscellaneous.................................................... *
---------
Total............................................................ $ *
---------
---------
</TABLE>

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

* To be completed by amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the DGCL and Article of the Company's Certificate of
Incorporation (the "Certificate") provide for indemnification of the Company's
directors and officers to the maximum extent permitted by Delaware law, which
may include liabilities under the Securities Act.

Section of the Underwriting Agreement provides for indemnification by
the Underwriters of directors, officers and controlling persons of the Company
against certain liabilities, including liabilities under the Securities Act,
under certain limited circumstances.

As permitted by the DGCL, the Certificate provides that directors and
officers of the Company will not be personally liable for monetary damages for
breach of their fiduciary duties as a director or officers, except liability for
(i) breach of a director's and officer's duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law, (iii) the unlawful
payment of a dividend or unlawful stock purchase or redemption and (iv) any
transaction from which directors or officers derive an improper personal
benefit.

An insurance policy obtained by the Registrant provides for indemnification
of officers and directors of the Registrant and certain other persons against
liabilities and expenses incurred by any of them in certain stated proceedings
and under certain stated conditions.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The following information is furnished with regard to all securities sold by
the Company within the past three years which were not registered under the
Securities Act:

Pursuant to the terms of an Exchange Agreement, dated as of December 21,
1994, by and among the Predecessor and each of the stockholders of the Exchange
Subsidiaries, the Predecessor, a limited liability company, issued to:

(i) WPCC 638,756 Class A Membership Interests and 638,756 Class B
Membership Interests in the Predecessor in exchange for WPCC's stock in the
Subsidiaries;

II-1
<PAGE>
(ii) WPCP 40,278 Class A Membership Interests and 40,278 Class B
Membership Interests in the Predecessor in exchange for WPCP's stock in the
Subsidiaries;

(iii) Investors 318,376 Class A Membership Interests and 318,376 Class B
Membership Interests in the Predecessor in exchange for Investors' stock in
the Subsidiaries; and

(iv) Five individuals (collectively, the "Holding Individuals") 2,590
Class A Membership Interests and 2,590 Class B Membership Interests in the
Predecessor in exchange for the Holding Individuals' stock in the
Subsidiaries.

In connection with the Predecessor's conversion into the Registrant, a
Delaware corporation, the Registrant issued to:

(i) WPCC shares of common stock of the Registrant in exchange for
WPCC's Membership Interests in the Predecessor;

(ii) WPCP shares of common stock of the Registrant in exchange for
WPCP's Membership Interests in the Predecessor;

(iii) Investors shares of common stock of the Registrant in
exchange for Investors' Membership Interests in the Predecessor; and

(iv) the Holding Individuals shares of common stock of the
Registrant in exchange for the Holding Individuals' Membership Interests in
the Predecessor.

The sales described in this Item 15 were made in reliance upon the exemption
from registration set forth in Section 4(2) of the Securities Act relating to
sales by an issuer not involving any public offering. The foregoing transactions
did not involve a distribution or public offering. No underwriters were engaged
in connection with the foregoing issuances of securities and no commissions or
discounts were paid.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits.

<TABLE>
<S> <C>
1.1 Form of Underwriting Agreement*

3.1 Certificate of Incorporation of the Company*

3.2 By-laws of the Company*

4.1 Specimen of Common Stock Certificate*

5.1 Opinion of Wachtell, Lipton, Rosen & Katz regarding the legality of the Common
Stock*

10.1 Amended and Restated Credit Agreement (the "Credit Agreement"), dated as of December
17, 1996, among Journal News, Inc., Journal Company, Inc., each of the banks and
other financial institutions that is a signatory thereto or which, pursuant to
Section 11.06(b) thereof, becomes a "Bank" thereunder (collectively, the "Banks")
and The Chase Manhattan Bank (National Association), as agent for the Banks.*

10.2 Form of Amendment to Credit Agreement*

10.3 Form of 1997 Stock Incentive Plan*

10.4 401(k) Plan*

10.5 Supplemental 401(k) Plan*

10.6 Form of Agreement by and among Journal Register Company, Warburg, Pincus Capital
Company, L.P., Warburg, Pincus Capital Partners, L.P. and Warburg, Pincus Investors,
L.P.*

11.1 Computation of earnings per share*

21.1 Subsidiaries of the Registrant
</TABLE>

II-2
<PAGE>
<TABLE>
<S> <C>
23.1 Consent of Ernst & Young LLP

23.2 Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 5.1)*

24.1 Powers of Attorney (included on Signature Page)

27.1 Financial Data Schedule*
</TABLE>

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

* To be filed by Amendment

(b) Financial Statement Schedules

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes that:

The Registrant will provide to the Underwriters at the closing specified in
the Underwriting Agreement certificates in such denominations and registered in
such names as required by the Underwriters to permit prompt delivery to each
purchaser.

(b) The undersigned Registrant hereby undertakes that:

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant as described in Item 14 above, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the
Registration Statement as of the time it was declared effective.

(2) For the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Trenton, State of New
Jersey, on the 17th day of March, 1997.

JOURNAL REGISTER COMPANY

By: /s/ JEAN B. CLIFTON
------------------------------------------
Name: Jean B. Clifton
Title: Executive Vice President
and Chief Financial Officer

POWER OF ATTORNEY

Each of the undersigned officers and directors of Journal Register Company,
a Delaware corporation, hereby constitutes and appoints Robert M. Jelenic and
Jean B. Clifton and each of them, severally, as his/ her attorney-in-fact and
agent, with full power of substitution and resubstitution, in his/her name and
on his/her behalf, to sign in any and all capacities this Registration Statement
and any and all amendments (including post-effective amendments) and exhibits to
this Registration Statement, any subsequent Registration Statement for the same
offering which may be filed under Rule 462(b) under the Securities Act of 1933,
as amended, and any and all amendments (including post-effective amendments) and
exhibits thereto, and any and all applications and other documents relating
thereto, with the Securities and Exchange Commission, with full power and
authority to perform and do any and all acts and things whatsoever which any
such attorney or substitute may deem necessary or advisable to be performed or
done in connection with any or all of the above-described matters, as fully as
each of the undersigned could do if personally present and acting, hereby
ratifying and approving all acts of any such attorney or substitute.

II-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ -------------------------------------- -----------------
<C> <S> <C>

/s/ ROBERT M. JELENIC Chairman, President, Chief Executive March 17, 1997
------------------------------------------- Officer and Director (Principal
Robert M. Jelenic Executive Officer)

/s/ JEAN B. CLIFTON Executive Vice President, Chief March 17, 1997
------------------------------------------- Financial Officer and Director
Jean B. Clifton (Principal Financial Officer)

/s/ DOUGLAS M. KARP
------------------------------------------- Director March 17, 1997
Douglas M. Karp

/s/ SIDNEY LAPIDUS
------------------------------------------- Director March 17, 1997
Sidney Lapidus

/s/ JOHN L. VOGELSTEIN
------------------------------------------- Director March 17, 1997
John L. Vogelstein
</TABLE>

II-5
<PAGE>
REPORT OF INDEPENDENT AUDITORS ON SCHEDULE

The Board of Directors of
Journal Register Company, LLC

We have audited the combined financial statements of Journal Register
Company, LLC and Affiliates (the "Company") as of December 31, 1996 and 1995,
and for each of the three years in the period ended December 31, 1996, and have
issued our report thereon dated March 5, 1996 (included elsewhere in this
Registration Statement). Our audits also included the combined financial
statement schedule listed in Item 16(b) of this Registration Statement. This
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion based on our audits.

In our opinion, the combined financial statement schedule referred to above,
when considered in relation to the basic combined financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.

/s/ Ernst & Young LLP

MetroPark, New Jersey
March 5, 1997
<PAGE>
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
JOURNAL REGISTER COMPANY, LLC AND AFFILIATES

<TABLE>
<CAPTION>
BALANCE AT CHARGE TO BALANCE AT
BEGINNING OF COSTS AND END OF
DESCRIPTION PERIOD ADJUSTMENTS(2) EXPENSES DEDUCTIONS(1) PERIOD
------------ --------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)

YEAR ENDED DECEMBER 31, 1996
Allowance for doubtful accounts.................... $ 2,874 $ 3,914 $ 2,615 $ 4,173
Valuation allowance for deferred tax assets........ $ 10,034 $ 7,684 $ 2,350

YEAR ENDED DECEMBER 31, 1995
Allowance for doubtful accounts.................... $ 1,974 $ 2,871 $ 1,971 $ 2,874
Valuation allowance for deferred tax assets........ $ 18,637 $ 1,957 $ 10,560 $ 10,034

YEAR ENDED DECEMBER 31, 1994
Allowance for doubtful accounts.................... $ 1,653 $ 1,926 $ 1,605 $ 1,974
Valuation allowance for deferred tax assets........ $ 23,103 $ 4,466 $ 18,637
</TABLE>

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

(1) Write-off of uncollectible accounts for the allowance for doubtful accounts
and reduction of the valuation allowance for deferred tax assets.

(2) Valuation allowance related to 1995 acquisitions.

<PAGE>
EXHIBIT 21.1

SUBSIDIARIES OF THE REGISTRANT

<TABLE>
<CAPTION>
JURISDICTION
OF NAMES UNDER WHICH
SUBSIDIARY INCORPORATION SUBSIDIARY DOES BUSINESS
- --------------------------------------------------- ------------- ---------------------------------------------

<S> <C> <C>
Journal Company, Inc. owns 100% of Delaware

Sunrise Industries, Inc. owns 100% of Delaware

Suburban Newspapers of Greater St. Louis, Inc. Missouri Cahokia-Dupo Journal
Collinsville Herald Journal
County Journal
Edwardsville Journal
Granite City Press Record
Enterprise Journal
O'Fallon Journal
Belleville Journal
Collinsville Herald
East St. Louis News Journal
Fairview Heights Journal
Granite City Press Record Journal
Clarion Journal
Granite City Journal
Central West End Journal
Citizen Journal
Jefferson County Journal
Meramec Journal
News Democrat Journal
O'Fallon Journal
Press Journal
South County Journal
Southwest City Journal
St. Charles Journal
Tri-County Journal
Webster-Kirkwood Journal
County Star Journal--(East Edition)
County Star Journal--(West Edition)
West County Journal
Chesterfield Journal
Mid-County Journal
North Side Journal
Oakville-Mehlville Journal
South City Journal
South Side Journal
Southwest County Journal
St. Peters Journal
Warrenton Journal
Wentzville Journal
North County Journal (East Edition)
North County Journal (West Edition)
West County Kids
Donnelly Printing Company

Times Herald Publishing Company, Inc. Delaware The Times Herald
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JURISDICTION
OF NAMES UNDER WHICH
SUBSIDIARY INCORPORATION SUBSIDIARY DOES BUSINESS
- --------------------------------------------------- ------------- ---------------------------------------------
Empire State Holdings Corporation owns 100% of Delaware
<S> <C> <C>

Troy Publishing Co., Inc. New York Daily Local News
The Homes Magazine
West Chester Voice
Employment Monthly
Village News
Times Record
The Phoenix
Township Voice
Tri-County Record
Tri-County Record-Pottstown Edition
The Suburban
Suburban Advisor
The Suburban King of Prussia Courier
The Record
Cover Story
Family Connections

Journal News, Inc. owns 100% of Delaware

Mansfield Journal Company Ohio Midwest Offset
owns 100% of The Times Reporter
Closer Look

The Lorain Journal Company Ohio The Morning Journal
Express Line
The News-Herald
Chatter

NHR Holding Company, Inc. owns 100% of Delaware

NH Acquisition Corp. owns 100% of Delaware

New Haven Register, Inc. Connecticut New Haven Register
Shoreline Register Express
Milford Reporter
Cheshire Register Express
Hamden/Valley Register Express
</TABLE>

<PAGE>
- ---------- ------- ------- ------- -------

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our reports dated March 5, 1997 and March 12, 1997 in this
Registration Statement (Form S-1 No. 333- ) and related Prospectus of
Journal Register Company for the registration of shares of its common stock.

/S/ ERNST & YOUNG LLP

MetroPark, New Jersey
March 14, 1997