SUN TIMES LLC Securities Registration: Business Combination (S-4/A) Summary

The following is an excerpt from a S-4/A SEC Filing, filed by SUN TIMES LLC on 5/12/2004.

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Summary

This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offering, we encourage you to read this entire prospectus and the documents to which this prospectus refers. You should read the following summary together with the more detailed information and consolidated financial statements and the notes to those statements included elsewhere in this prospectus. Unless otherwise indicated, financial information included in this prospectus is presented on an historical basis.

Overview

Morris Publishing is a private company beneficially owned by the William S. Morris III family as part of their Morris Communications group of companies. The Morris Publishing Group consists of 26 daily, ten non-daily, and 23 free community newspapers. Our primary sources of revenue are advertising, which accounted for 79.6% of our 2003 total operating revenues, and circulation, which accounted for 16.3% of our 2003 total operating revenues. We publish newspapers in the United States ranging from Texas to Michigan and Georgia to Alaska. In 2003 our newspapers had unaudited average daily and Sunday paid circulation aggregating 686,754 and 765,871, respectively. Our largest newspapers are The Florida Times-Union, Jacksonville, Florida, The Augusta Chronicle, Augusta, Georgia, The Topeka Capital-Journal, Topeka, Kansas, Savannah Morning News, Savannah, Georgia, Lubbock Avalanche-Journal, Lubbock, Texas, and Amarillo Globe-News, Amarillo, Texas.

We have historically been consistently profitable in varying economic climates, with generally stable operating results. Our total operating revenues for 2003 were $438.3 million and have ranged between $433.4 million and $455.4 million since 1999. Operating income was $79.6 million in 2003 and has ranged between $68.4 million and $88.3 million since 1999. Our operating margin was 18.2% in 2003 and has ranged between 15.6% and 20.4% since 1999.

Morris Publishing Group, LLC is a wholly-owned subsidiary of Morris Communications Company, LLC, a privately held media company. Morris Publishing Finance Co., a wholly-owned subsidiary of Morris Publishing Group, LLC, was incorporated in 2003 for the sole purpose of serving as a co-issuer of the notes in order to facilitate the offering. Morris Publishing Finance Co. does not have any operations or assets of any kind and will not have any revenues. Prospective investors in the exchange notes should not expect Morris Publishing Finance Co. to have the ability to service the interest and principal obligations on the exchange notes. Our principal executive offices are located at 725 Broad Street, Augusta, Georgia 30901, and our telephone number at that address is (706) 724-0851. Our parent company's web site is located at http://www.morris.com. The information on our parent's web site is not part of this prospectus.

In this prospectus, "Morris Publishing," "we," "us" and "our" refer to Morris Publishing Group, LLC and its subsidiaries, except in the section "Description of the exchange notes" and where the context otherwise excludes subsidiaries. "Morris Communications" refers to Morris Communications Company, LLC. Morris Publishing Group was formed in 2001 and assumed the operations of the newspaper business segment of our parent, Morris Communications. Discussions of Morris Publishing and our results of operations include the business as previously conducted by the Morris Communications newspaper business segment.

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Operating Strategy

Our strategy to increase our revenues and cash flows is to grow our market share and operate efficiently. Towards this end, we are pursuing the following initiatives:

† Being a leader in providing local information and advertising. We believe we are the trusted source of local news, information, and advertising in each of the communities we serve in both the print and online formats.

† Increasing readership. We conduct extensive market research and strive to deliver the service and content each of our markets demand. Positioning ourselves as an essential part of our customers' lives is particularly critical as we face increasing competition for their free time from other sources.

† Growing advertising revenues. Through targeted market research we attempt to understand the needs of our advertisers so that we may develop programs to meet those specific needs. While our newspapers generally do not directly compete in their communities with other daily newspapers, competition for advertising comes from a variety of other sources.

† Enhancing online initiatives. We have made a substantial commitment to enhancing our websites that complement all of our daily newspapers. Over the last four years, our newspapers have won 21 national Digital Edge awards from the Newspaper Association of America.

† Centralizing operations to support multiple publications. We create synergies and cost savings by producing our weekly newspapers, free distribution shoppers and additional niche or regional publications using the facilities of our daily newspapers.

† Focusing on cost control. We continue to focus on managing our operating costs by creating, beginning in 2002, a Shared Services Center and participating in a newsprint purchasing consortium.

† Investing in strategic technologies. We continue to explore technologies that will enable us to more efficiently print, produce, and deliver our newspapers in addition to streamlining our back office operations.

Our operating strategy may not successfully increase revenues and cash flows, based upon a number of factors. For example, a decline in economic conditions, the effects of competition from newspapers or other forms of advertising, or a decrease in the price of local or national advertising could adversely impact our advertising revenues. Our circulation may be adversely effected by competition from other publications and other forms of media and a declining number of regular newspapers buyers. A decline in circulation could adversely impact both our circulation revenue and our advertising revenue, because advertising rates are dependent upon readership. Further, our efforts to control costs, especially newsprint costs, and to create operating synergies may not be as successful as we anticipate. For further discussion of these and other risks relating to our business and operating strategy, see "Risk factors" beginning on page 14.

Purpose

The purpose of this offering is to exchange the original notes (issued and sold on August 7 and September 24, 2003) for exchange notes. The original notes were not registered under the Securities Act of 1933. We and the initial purchasers of the original notes entered into registration rights agreements in which we agreed to file a registration statement with the SEC

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to exchange the original notes for exchange notes. We will not receive any cash proceeds from the issuance of these exchange notes and our indebtedness will not change as a result of this exchange. The proceeds of the initial issuance of $250.0 million of the original notes together with the proceeds of our new credit facility were used to repay our debt to Morris Communications, our parent company, and to fund our general corporate activities. The proceeds of the additional $50.0 million of the original notes were used to reduce existing indebtedness under the new revolving credit facility.

We are offering to exchange $1,000 principal amount of exchange notes for each $1,000 principal amount of original notes. We have agreed to pay the expenses of this exchange offer.

Strategic acquisitions

We may, from time to time, seek strategic or targeted investments, including newspaper acquisitions and dispositions and, in that regard, we periodically review newspaper and other acquisition candidates that we believe are underperforming in terms of operating cash flows, are in the same geographic region as one of our existing newspapers where we can achieve an efficient operating cluster of newspapers, or otherwise present us with strategic opportunities for growth. Morris Publishing currently has no present commitments with respect to any material acquisitions, dispositions or joint ventures.

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History and corporate structure

Morris Publishing is a private company owned by the William S. Morris III family, as a part of their Morris Communications group of companies. In 1929, William S. Morris, Jr., the father of today's chairman, became a bookkeeper at The Augusta Chronicle. In the 1940s William S. Morris, Jr. and another investor purchased The Augusta Chronicle. While Morris Communications' principal business is newspaper publishing conducted by Morris Publishing, Morris Communications has other investments and operations including outdoor advertising, magazines and specialized publications, book publishing and distribution, radio broadcasting, visitor publications, event management and online services. The chart below is a summary of the organizational structure (with intermediate holding companies and lower tier subsidiaries eliminated):

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Financing developments

On August 7, 2003, we issued $250.0 million aggregate principal amount of 7% senior subordinated notes due 2013. On September 24, 2003, we issued an additional $50.0 million aggregate principal amount of 7% senior subordinated notes due 2013. Collectively, these notes constitute a single series of Series A notes in an aggregate principal amount of $300.0 million, and are the original notes for which the registered exchange notes are offered in exchange pursuant to this exchange offer.

On August 7, 2003, we also entered into new senior secured credit facilities, consisting of a $225.0 million term loan facility and a $175.0 million revolving loan facility. The proceeds of the

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initial issuance of $250.0 million of the original notes together with the proceeds of our new credit facility, were used to (i) repay our debt to Morris Communications, which repaid its existing credit facilities, the proceeds of which were used in large part to fund our business, and (ii) to fund our general corporate activities, including working capital requirements and capital expenditures. The proceeds of the subsequent issuance of the additional $50.0 million of the original notes were used to reduce existing indebtedness (but not available borrowings) under the new revolving credit facility. At December 31, 2003, we had no outstanding balance on our $175.0 million revolving credit facility.

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The exchange offer

In August and September, 2003, we completed two private offerings aggregating $300.0 million in aggregate principal amount of 7% senior subordinated notes due 2013. In connection with the offerings of those original notes, we entered into registration rights agreements with the initial purchasers of those original notes in which we agreed to deliver this prospectus to you and to complete an exchange offer for those original notes. Below is a summary of the exchange offer.

Securities offered $300,000,000 aggregate principal amount of 7% senior subordinated notes due 2013.

Exchange offer We are offering to exchange an aggregate of $300,000,000 principal amount of exchange notes for an aggregate of $300,000,000 principal amount of original notes. The original notes may be exchanged only in multiples of $1,000.

Expiration date This exchange offer will expire at 5:00 p.m., New York City time, on
[ ], 2004, unless we extend the offer.

Procedures for tendering original The procedures for exchanging notes original notes involve notifying the exchange agent before the expiration date of the exchange offer of your intention to do so. The procedures for properly providing notice are described on page 67 of this prospectus under the heading "The exchange offer - Exchange offer procedures - How to tender."

In order to participate in the exchange offer, you will be required to make specified representations in a letter of transmittal, including that:

† you are not an "affiliate" of ours, as defined in Rule 405 of the Securities Act of 1933;

† you are not a broker-dealer who owns original notes acquired directly from us;

† you will acquire the exchange notes in the ordinary course of business; and

† you have not agreed with anyone to distribute the exchange notes.

If you are a broker-dealer that purchased original notes for your own account as part of market-making or other trading activities, you

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may represent to us that you have not agreed with us or our affiliates to distribute the exchange notes. If you make this representation, you must agree to deliver a prospectus in connection with any resale of the exchange notes and you need not make the last representation provided for above.

Guaranteed delivery procedures If you wish to accept the exchange offer and time will not permit a letter of transmittal or original notes to reach the exchange agent before the date on which the exchange offer expires, you must deliver to the exchange agent a letter, telegram or facsimile transmission from a bank, broker, dealer, credit union, savings association, clearing agency or other institution that is a member of a recognized guarantee medallion program in the time and manner described in "The exchange offer-Exchange offer procedures-Guaranteed delivery procedures."

Acceptance of original notes and We will accept any original notes delivery of exchange notes that are properly tendered for exchange before 5:00 p.m., New York
City time, on the day this exchange offer expires. The exchange notes will be delivered promptly after expiration of this exchange offer.

Exchange date We will notify the exchange agent of the date of acceptance of the original notes for exchange.

Withdrawal rights If you tender your original notes for exchange in this exchange offer and later wish to withdraw them, you may do so at any time before 5:00 p.m., New York City time, on the day this exchange offer expires.

Effect on holders of original notes Any original notes that remain outstanding after this exchange offer will continue to be subject to restrictions on their transfer. After the expiration of this exchange offer, holders of original notes will not (with limited exceptions) have any further rights under the registration rights agreements. Any market for original notes that are not exchanged could be adversely affected by the completion of this exchange offer. See "Risk factors - The original notes are, and will continue to be, subject to restrictions on transfer, and the

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trading market, if any, for original notes may be adversely affected by completion of this exchange offer" on page 25.

Resale of the exchange notes Based on the position of the staff of the Division of Corporation Finance of the SEC as stated in certain interpretive letters issued to third parties in other transactions, we
believe that the exchange notes acquired in this exchange offer may be freely traded without compliance with the provisions of the Securities Act of 1933, as amended, that call for registration and delivery of a prospectus, except as described in the following paragraphs. See "Plan of distribution" on page 127.

Accrued interest on the original notes Any interest that has accrued on an original note before its exchange in this exchange offer will be payable on the exchange note on the first interest payment date after the completion of this exchange offer. If your original notes are accepted for exchange, then you will receive interest on the exchange notes and not on the original notes.

Tax consequences The exchange of the original notes for the exchange notes will not be a taxable exchange for United States federal income tax purposes. See "Material U.S. federal income tax considerations" on page 121.

Exchange agent Wachovia Bank is serving as the exchange agent. Its address and telephone number are provided in this prospectus under the heading "The exchange offer - Exchange agent" on page 72.

Use of proceeds We will not receive any cash proceeds from this exchange offer.

Please review the information in the section "The exchange offer" for more detailed information concerning the exchange offer.

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Terms of the exchange notes

The following summary contains basic information about the exchange notes and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the exchange notes, please refer to the section of this prospectus entitled "Description of the exchange notes."

Issuers Morris Publishing Group, LLC and Morris Publishing Finance Co.

Securities offered $300,000,000 aggregate principal amount of 7% senior subordinated notes due 2013.

Maturity date August 1, 2013.

Interest rate 7% per year.

Interest payment dates February 1 and August 1 of each year, beginning on February 1, 2004.

Guarantees Each of our existing and future restricted subsidiaries, other than the co-issuer Morris Publishing Finance Co., will jointly, severally and unconditionally guarantee the notes on a senior subordinated basis.

All of our existing subsidiaries are restricted subsidiaries. We may designate a restricted subsidiary as an unrestricted subsidiary, and terminate its guarantee, under procedures set forth in the indenture, including compliance with the "Limitation on Restricted Payments" covenant.

Ranking The exchange notes will be our unsecured senior subordinated obligations and will be subordinated to all of our existing and future senior debt, including secured indebtedness under our new credit facilities, rank equally with all of our existing and future senior subordinated debt and rank senior to all of our future subordinated debt.

The guarantees by our restricted subsidiaries will be subordinated to existing and future senior debt of such subsidiaries, including each such subsidiary's guarantee of the indebtedness under our new credit facilities. The guarantees will rank equally with all of the guarantors' existing and future senior subordinated debt, and rank senior to all of the guarantors' future subordinated debt.

The notes will be effectively subordinated to all of our and our subsidiaries existing and

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future secured debt to the extent of the value of collateral securing each debt. The notes will be effectively subordinated to all existing and future liabilities, including trade payables, of any subsidiary that is not a guarantor. As of December 31, 2003, after giving effect to our new credit facilities and the sale of the notes and the application of the proceeds therefrom, the notes and the subsidiary guarantees would have been subordinated to $225.0 million of senior debt, not including $175.0 million of additional borrowing capacity we have available under our new credit facilities.

Optional redemption We may redeem some or all of the notes at any time on or after August 1, 2008. We may also redeem up to 35% of the aggregate principal amount of the notes using the proceeds of certain public equity offerings on or before August 1, 2006. The redemption prices are described under "Description of the exchange notes - Redemption."

Change of control and asset sales If we experience specific kinds of changes of control or we sell assets under certain circumstances, we will be required to make an offer to purchase the notes at the prices listed in "Description of the exchange notes - Redemption." We may not have sufficient funds available at the time of any change of control, to effect the purchase.

Certain covenants The indenture restricts our ability and the ability of our restricted subsidiaries to, among other things:

† incur additional debt and issue preferred stock;

† make certain distributions, investments and other restricted payments;

† create certain liens;

† enter into transactions with affiliates;

† limit the ability of restricted subsidiaries to make payments to us;

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† merge, consolidate or sell substantially all of our assets;

† issue preferred stock of a restricted subsidiary;

† sell certain assets; and

† enter into new lines of business.

These covenants are subject to important exceptions and qualifications, which are described under the heading "Description of the exchange notes" in this prospectus.

Exchange offer; registration rights Under registration rights agreements with the initial purchasers, we and the guarantors agreed to use our reasonable best efforts to cause to become effective a registration statement with respect to an offer to exchange the notes for the exchange notes. If we are not able to effect the exchange offer, we will use our commercially reasonable efforts to file and cause to become effective a shelf registration statement relating to resales of the notes. We will be obligated to pay additional interest on the notes if we do not complete the exchange by May 3, 2004 or, if required, the shelf registration statement is not declared effective by May 3, 2004.

Risk factors. See "Risk factors" on page 14 of this prospectus for a discussion of certain factors that you should carefully consider before investing in the notes.

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Summary historical financial data

The summary historical financial data of Morris Publishing set forth below should be read in conjunction with our consolidated financial statements, including the notes thereto, and "Management's discussion and analysis of financial condition and results of operations" included elsewhere in this prospectus. The consolidated statement of income and other operating and financial information data for each of the years ended December 31, 2003, 2002 and 2001 and the consolidated balance sheet data as of December 31, 2003 and 2002 are derived from our audited consolidated financial statements included elsewhere in this prospectus . We do not have audited financial statements for the years ended December 31, 2000 and 1999 and, therefore, the consolidated statement of income and other operating and financial information data for the years ended December 31, 2000 and 1999 and the consolidated balance sheet data as of December 31, 2000 and 1999 are derived from our unaudited consolidated financial statements. See "Risk factors." Net cash flow information for 1999 is not available.

Morris Publishing was formed in late 2001 as part of a corporate reorganization of our parent, Morris Communications and, therefore, does not have a recent operating history as an independent company. Our historical consolidated financial statements contained in this prospectus reflect periods during which we did not operate as an independent company. See Note 1 to Notes to Consolidated Financial Statements.

The financial information we have included in this prospectus reflects the historical results of operations and cash flows of Morris Publishing with allocations made for corporate and other services provided to us by Morris Communications. Operating costs and expenses reflect our direct costs together with certain allocations by Morris Communications for corporate services, debt and other shared services that have been charged to us based on usage or other methodologies we believe are appropriate for such expenses. In the opinion of management, these allocations have been made on a reasonable basis and approximate all the material incremental costs we would have incurred had we been operating on a stand-alone basis; however, there has been no independent study or any attempt to obtain quotes from third parties to determine what the costs of obtaining such services would have been.

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Years ended December 31,

(Dollars in thousands) 2003 2002(e) 2001(e) 2000(e) 1999(e)

(As (As (As (As restated) restated) restated) restated) Consolidated statement of income data
Operating revenues:
Advertising $ 348,736 $ 342,976 $ 341,947 $ 356,825 $ 341,733 Circulation 71,518 71,906 74,756 76,492 77,079 Other 18,093 18,480 20,781 22,098 25,079 Total operating revenues 438,347 433,362 437,484 455,415 443,891 Operating expenses:
Labor and employee benefits 172,221 162,540 163,097 161,189 153,364 Newsprint, ink and supplements 50,608 48,815 62,193 66,431 61,599 Other operating costs 115,408 110,059 106,219 113,029 108,369 Depreciation and amortization 20,535 23,627 37,563 37,439 36,035 Total operating expenses 358,772 345,041 369,072 378,088 359,367 Operating income 79,575 88,321 68,412 77,327 84,524 Other expense (income):
Interest expense, including amortization of debt issuance costs 26,088 25,056 33,424 45,230 37,737 Loss on extinguishment of debt 5,957 - 1,578 - - Other, net (59 ) 187 285 (103 ) (266 ) Total other expenses 31,986 25,243 35,287 45,127 37,471 Income before income taxes and minority
interest 47,589 63,078 33,125 32,200 47,053 Provision for income taxes 18,744 24,758 15,039 15,795 21,413 Minority interest, net - - - 282 400 Net income $ 28,845 $ 38,320 $ 18,086 $ 16,123 $ 25,240 Consolidated balance sheet data at
period end
Total assets $ 445,828 $ 437,287 $ 443,352 $ 455,466 $ 466,714 Goodwill and other intangibles 210,643 215,680 220,802 233,196 248,580 Total long-term debt and capital lease
obligations 525,000 516,000 538,046 566,128 544,627 Member's deficit (170,758 ) (153,909 ) (163,913 ) (189,431 ) (171,699 )

Other operating and financial
information data
Earnings to fixed charges (a) 2.8 x 3.5 x 2.0 x 1.7 x (b ) Pro forma earnings to fixed charges (c) 2.5 x 3.0 x - - - Operating margin (d) 18.2 % 20.4 % 15.6 % 17.0 % 19.0 %

(a) Earnings to fixed charges is defined as income before income taxes and minority interest plus fixed charges, divided by fixed charges. Fixed charges are interest expense including amortization of debt issuance costs, plus one-third of rent expense.

(b) Not available.

(c) Our interest expense would have increased by $4,669 and $6,742, respectively, for the years ended December 31, 2003 and December 31, 2002, assuming we had issued our $300.0 million of 7% Senior Subordinated Notes Due 2013 at the beginning of such periods. Pro forma earnings to fixed charges assumes issuance of said Notes at January 1, 2002.

(d) Operating margin is operating income as a percentage of total operating revenues.

(e) We restated our financial statements as of December 31, 2002 and 2001 and for the years then ended. See note 10 to the financial statements. The financial statements as of and for the years ended December 31, 2000 and 1999 also give effect to the restatement adjustments.

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Risk factors

In deciding whether to participate in the exchange offer, you should carefully consider the risks described below, which could cause our operating results and financial condition to be materially adversely affected, as well as other information and data included in this prospectus.

Risks relating to our business and our industry

A decline in advertising revenue, our largest source of revenue, would adversely affect us.

A primary source of our revenue is advertising. For both 2002 and 2003, advertising revenues, which include retail, national and classified advertising revenues, constituted approximately 79% and 80%, respectively, of our total operating revenues. A reduction in demand for advertising could result from:

† a general decline in economic conditions;

† a decline in economic conditions in particular markets where we conduct business, and in particular the Jacksonville, Florida market where we derived approximately 26.2% of our revenues for the year ending December 31, 2003;

† a decline in the circulation of our newspapers;

† a decline in the popularity of our editorial content;

† a change in the demographic makeup of the population where our newspapers are sold;

† a decrease in the price of local and national advertising;

† the activities of our competitors, including increased competition from other forms of advertising-based mediums, including local, regional and national newspapers, shoppers, radio and television broadcasters, cable television (national and local), direct mail and electronic media (including the internet); and

† a decline in the amount spent on advertising in general.

Our revenues are cyclical and may decrease due to an economic downturn.

Newspaper companies tend to follow a distinct and recurring seasonal pattern. The first quarter of the year tends to be the weakest quarter because advertising volume is then at its lowest level. The fourth quarter tends to be the strongest quarter as it includes holiday season advertising. As a result, our consolidated results may not be comparable from quarter to quarter.

Our advertising revenues, as well as those of the newspaper industry in general, may be cyclical and dependent upon general economic conditions. We cannot assure you that the demand for our services will continue at current levels. The newspaper industry in general, like other media, has suffered from the continued downturn in the national economy. Historically, advertising revenues have increased with the beginning of an economic recovery, principally with increases in classified advertising for employment, real estate and automobiles. Decreases in advertising revenues have historically corresponded with general economic downturns and regional and local recessionary conditions. While we believe that the geographic diversity of our operations mitigates, to some degree, the effects of regional and local economic downturns, a decline in the national economy generally may adversely affect our operating results.

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A decline in circulation revenue would adversely affect us.

We also rely on circulation revenue, which is affected by, among other things, competition and consumer trends, including declining consumer spending on newspapers. Circulation is a significant source of our revenue. Circulation revenue and our ability to achieve price increases for our print products are affected by:

† competition from other publications and other forms of media available in our various markets, including network, cable and satellite television, the internet and radio;

† declining consumer spending on discretionary items like newspapers;

† competing uses of free time; and

† declining number of regular newspaper buyers.

Fluctuations in newsprint costs, or increases in labor or health care costs could adversely affect our financial results.

Newsprint, ink and supplements are the major components of our cost of raw materials. Newsprint, ink and supplements were 11.5%, 11.3% and 14.2% of our total operating revenues in 2003, 2002 and 2001, respectively. Historically newsprint prices have fluctuated substantially. Accordingly, our earnings are sensitive to changes in newsprint prices. We have no long-term supply contracts and we have not attempted to hedge fluctuations in the normal purchases of newsprint or enter into contracts with embedded derivatives for the purchase of newsprint. If the price of newsprint increases materially, our operating results could be adversely affected. In addition, substantial increases in labor or health care costs could also affect our operating results.

Competition could have a material adverse effect on us.

Revenue generation in the newspaper industry is dependent primarily upon the sale of advertising and paid circulation. Competition and pricing are largely based on readership, market penetration, quality and servicing the specialized needs of advertisers and readers. Currently, our daily newspapers generally do not directly compete in their respective communities with other daily newspapers covering local news. Competition for advertising and circulation, however, also comes from regional and national newspapers, radio and television broadcast, cable television (national and local), non-daily newspapers, direct mail, electronic media (including the internet) and other communications and advertising media that operate in our markets. Certain of our competitors are larger and have greater financial resources than we have. The extent and nature of such competition is, in large part, determined by the location and demographics of the market and the number of media alternatives in those markets. For more information on our competition and factors that could affect our competitive position, see "Business-Competition."

We must constantly expand and develop new publications and services to compete for advertising dollars against competitors who may target the specific needs of advertisers.

In recent years, newspapers have faced competition for advertising dollars from publishers of specialized publications targeted to specific groups of readers. To meet this competition, our future success depends in part on our ability to continue offering new publications and services that successfully gain market acceptance by addressing the needs of specific audience groups within our target markets. The process of internally researching, developing, launching, gaining

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acceptance and establishing profitability for a new publication or service, is inherently risky and costly. We cannot assure you that our efforts to introduce new publications or services will be successful.

We are subject to legal proceedings that, if determined adversely to us, could adversely affect our financial results.

We are subject to legal proceedings that arise in the ordinary course of our business. We do not expect that the outcome of any pending legal proceedings will have a material adverse impact upon our business. However, the damages that may be claimed in these legal proceedings could be substantial, including claims for punitive or extraordinary damages. It is possible that, if the outcomes of these legal proceedings are not favorable to us, it could adversely affect our future financial results. In addition, our results of operations, financial condition or liquidity may be adversely affected if in the future our insurance coverage proves to be inadequate or unavailable or there is an increase in liabilities for which we are self-insured.

The interests of our parent, Morris Communications, and its ultimate owners, the Morris family, may be different than yours, and they may take actions that may be viewed as adversely affecting our business or the notes.

Morris Communications, its ultimate parent company, Shivers Trading & Operating Company, and the Morris family have interests in other businesses that may have conflicting business interests. Other subsidiaries of Morris Communications operate businesses that also derive revenue from advertising, including broadcast radio stations, outdoor advertising, magazines, book publishing and specialized publications. These other subsidiaries may compete with us for advertising revenues. Because the Morris family's interests as an equity holder may conflict with the interests of holders of the notes, Morris Communications may cause us to take actions that, in their judgment, could enhance their equity investment, even though such actions might involve risks to you as a holder of the notes.

There can be no assurance that Morris Communications or the Morris family will exercise control in our best interests as opposed to their own best interests.

The Morris family, including William S. Morris III, our chairman, and his son, William S. Morris IV, our president and chief executive officer, beneficially own all of the equity interests in Morris Communications, our parent company, through their ownership of the stock of Shivers Trading & Operating Company. By virtue of such equity ownership, the Morris family has the sole power to:

† elect the entire board of directors of Shivers Trading & Operating Company, Morris Communications and each of their subsidiaries, including us;

† control all of our management and policies, including as to the making of payments to Morris family members or other affiliates, whether by way of dividend, stock repurchase, compensation or otherwise or the entering into other transactions with Morris Communications, its subsidiaries or other affiliates, or other transactions that could result in a change of control of Morris Communications or Morris Publishing; and

† determine the outcome of any corporate matter or transaction, including mergers, joint ventures, consolidations and asset sales, equity issuances or debt incurrences.

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We have no independent directors and no independent audit committee to review the actions of management or the Morris family.

Currently five of the six directors on the boards of directors of Shivers Trading & Operating Company, Morris Communications and each of their subsidiaries (including our board) are members of the Morris family and the sixth is Craig S. Mitchell who is also the Senior Vice President - Finance, Secretary and Treasurer of Shivers Trading & Operating Company, Morris Communications and each of their subsidiaries. Mr. Mitchell serves at the pleasure of the Morris family. None of these boards has a separate audit committee and will not necessarily have as a member a "financial expert" as defined under the rules of the Commission as a result of the Sarbanes-Oxley Act of 2002. We have been advised that the Morris family does not plan to appoint any non-family members to any such boards, other than the current single existing non-family member director, or any "independent" directors. No member of any such board of directors has been elected, or is anticipated to be elected, to represent the interests of the holders of the notes.

In addition, as private companies, Shivers Trading & Operating Company, Morris Communications and its subsidiaries, including Morris Publishing, have not been required to comply with the corporate governance or other provisions of the Sarbanes-Oxley Act or any of the corporate governance or other rules and regulations of any stock exchange or national stock quotation system. Morris Publishing will become subject to certain provisions of the Sarbanes-Oxley Act when this exchange offer is completed, but those provisions will not require Morris Publishing to have independent directors or an audit committee.

We depend upon the Morris family for management, leadership and general policy-making.

The unavailability for any reason of the managerial services presently provided by the Morris family (particularly our chairman William S. Morris III and our chief executive officer William S. Morris IV) to Morris Publishing, could be disruptive to our business for some period of time. While we have been advised that the Morris family has no intention to engage in a transaction that would lead to a change of control of Shivers Trading & Operating Company, Morris Communications or Morris Publishing, no assurances can be given that future events or other circumstances may arise that would lead to a possible change of control.

Various entities which are affiliated with Morris Communications and the Morris family have engaged, and may in the future engage, in transactions with us some of which may be viewed, from the perspective of a holder of the notes, as disadvantageous to us or an inappropriate use of our resources.

These transactions may not necessarily be consummated on an arm's-length basis and therefore may not be as favorable to us as those that could be negotiated with non-affiliated third parties. See "Certain relationships and related transactions" for a description of such transactions, including the following:

† We are managed by Morris Communications pursuant to a management agreement and also participate in its Shared Services Center operated by its subsidiary, MStar Solutions, LLC.

† In addition to the management services, we may share other facilities and costs with Morris Communications and its other subsidiaries. Shared costs may include joint promotions or the use of facilities, equipment, supplies or employees of one division for

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the benefit of an affiliate and the costs will be allocated among the various entities by Morris Communications.

† Rental arrangements with a company controlled by Morris family members for the use of our Savannah, Georgia newspaper operation.

† In the ordinary course of our business, we may sell or purchase goods and services from our affiliates, such as radio or outdoor advertising and promotions, space in hotels owned by affiliates, or farm products from farms owned by affiliates, on terms that we determine to be comparable to transactions with unrelated third parties.

† We may provide loans to Morris Communications or its subsidiaries. Any such loans may utilize borrowing capacity under our new credit facilities that may otherwise have been available for our business purposes. It is expected that the principal external source of liquidity for Morris Communications and its other subsidiaries will be loans by or distributions from Morris Publishing.

† We are a single member limited liability company that is disregarded for federal income tax purposes and we are part of the consolidated tax return of our ultimate parent corporation and its subsidiaries. We participate in a tax sharing agreement with our affiliates whereby we are required to pay to Morris Communications an amount equal to the taxes we would have been required to pay as if we were a separate taxable corporation. We may become jointly and severally liable for all income tax liability of the group in the event other subsidiaries are unable to pay the taxes attributable to their operations.

Because of the FCC's cross-ownership limitations and Morris Communications' ownership of radio stations, we may not be able to make acquisitions that would be favorable, or we may be required to dispose of existing newspapers.

Rules of the Federal Communications Commission, or FCC, limit the cross-ownership of a broadcast radio station and a newspaper in the same market. Morris Communications owns other subsidiaries which own radio broadcast licenses that are subject to regulation by the FCC. These subsidiaries currently hold, under waivers granted by the FCC, radio broadcast licenses in two of Morris Publishing's newspaper markets: Amarillo, Texas and Topeka, Kansas. A subsidiary of Morris Communications has also received from the FCC a twelve month waiver to hold a radio broadcast license for a station it expects to acquire with a service contour that includes Newton, Kansas, which is also one of our newspaper markets. The FCC recently adopted ownership rules that would permit cross-ownership of a broadcast radio station and a newspaper in the same market in many instances, but these rules have been challenged in the U.S. Court of Appeals for the Third Circuit, which has stayed the rules' effective date pending outcome of the litigation. Should the new rules become effective, we believe that the radio broadcast licenses held for these locations will be able to continue to be held without waivers. If, however, the court challenge seeking to overturn the rules is successful, or if Congress were to overturn the new ownership rules or to impose new limitations on newspaper-broadcast cross-ownership, Morris Communications and Morris Publishing might need to divest either their radio broadcast licenses for these markets or their newspaper interests in these markets. Further, FCC cross-ownership rules may have the effect of preventing us from pursuing or consummating a newspaper acquisition that our management would have otherwise pursued in markets in which Morris Communications owns radio stations.

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If we fail to implement our business strategy, our business will be adversely affected.

Our future financial performance and success are dependent in large part upon our ability to successfully implement our business strategy. We cannot assure you that we will be able to successfully implement our business strategy or be able to improve our operating results. In particular, we cannot assure you that we will be able to maintain circulation of our publications, obtain new sources of advertising revenues, generate additional revenues by building on the brand names of our publications or raise the cover prices of our publications without causing a decline in circulation.

Implementation of our business strategy could be affected by a number of factors beyond our control, such as increased competition, general economic conditions, legal developments or increased operating costs or expenses. In particular, there has been a recent trend of increased consolidation among major retailers, including as a result of bankruptcies of certain retailers. This trend may adversely affect our results of operations by reducing the number of advertisers using our products and increasing the purchasing power of the consolidated retailers, thereby leading to a decline in our advertising revenues. Any failure by us to successfully implement our business strategy may adversely affect our ability to service our indebtedness, including our ability to make principal and interest payments on the notes. We may, in addition, decide to alter or discontinue certain aspects of our business strategy at any time.

Consolidation in the markets in which we operate could place us at a competitive disadvantage.

Recently, some of the markets in which we operate have experienced significant consolidation. In particular, the combinations of traditional media content companies and new media distribution companies have resulted in new business models and strategies. Should the revised ownership rules adopted by the FCC withstand court and Congressional challenges, they will increase the potential of consolidation for our sector. We cannot predict with certainty the extent to which these types of business combinations may occur or the impact that they may have. These combinations could potentially place us at a competitive disadvantage with respect to negotiations, sales, resources and our ability to develop and to take advantage of new media technologies.

We may pursue acquisitions, but we may not be able to identify attractive acquisition candidates, successfully integrate acquired operations or realize the intended benefits of our acquisitions and we may enter into joint ventures.

We may pursue growth in part through the acquisition of additional newspapers or certain other businesses and assets and we may enter into joint ventures. This strategy is subject to numerous risks, including:

† an inability to obtain sufficient financing to complete our acquisitions;

† increases in purchase prices for newspaper assets due to increased competition for acquisition opportunities;

† an inability to negotiate definitive purchase agreements on satisfactory terms;

† difficulty in obtaining regulatory approval;

† difficulty in integrating the operations, systems and management of acquired assets and absorbing the increased demands on our administrative, operational and financial resources;

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† the diversion of our management's attention from their other responsibilities;

† the loss of key employees following completion of our acquisitions;

† the failure to realize the intended benefits of our acquisitions;

† our being subject to unknown liabilities; and

† participation in joint ventures may limit our access to the cash flow of assets contributed to the joint venture.

Our inability to effectively address these risks could force us to revise our business plan, incur unanticipated expenses or forego additional opportunities for expansion.

The financial data presented in this prospectus for the year ended December 31, 1999 have not been audited and you will not be able to recover damages from an auditor under Section 11 of the Securities Act of 1933 for any untrue statements of material facts or omissions to state a material fact, if any, contained in audited financial statements.

We have not obtained audits of our business for the years ended December 31, 2000 and 1999. The unaudited financial information for the years ended December 31, 2000 and 1999 are based upon the financial records of the Morris Communications newspaper business segment and reflect certain adjustments and allocations that our management believes are reasonable. However, the financial data provided for the years ended December 31, 2000 and 1999 have not been subjected to the independent testing and procedures of an auditor designed to provide assurances of their accuracy and comparability to subsequent audited years.

We are subject to extensive environmental regulations.

We are subject to a variety of environmental laws and regulations concerning, among other things, emissions to the air, waste water and storm water discharges, handling, storage and disposal of wastes, recycling, remediation of contaminated sites, or otherwise relating to protection of the environment. Environmental laws and regulations and their interpretation have changed rapidly in recent years and may continue to do so in the future. Failure to comply with present or future requirements could result in material liability to us. Some environmental laws impose strict, and under certain circumstances joint and several, liability for costs of remediation of soil and groundwater contamination at our facilities or those where our wastes have been disposed. Our current and former properties may have had historic uses which may require investigation or remedial measures. We believe we are in substantial compliance with all applicable environmental requirements. However, we cannot guarantee that material costs and/or liabilities will not occur in the future including those which may arise from discovery of currently unknown conditions.

The new FTC Do Not Call rule will adversely effect our ability to sell newspaper subscriptions by telephone marketing.

We utilize telephone direct marketing efforts to maintain and increase our newspaper circulation. This has accounted for an estimated 30% of our new starts in subscriptions. Pursuant to the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Federal Trade Commission, or FTC, has issued the Telemarketing Sales Rule prohibiting a telemarketer from calling persons who

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have registered on the recently-created National Do Not Call Registry. As of October, 2003 the FTC, the Federal Communications Commission and state law enforcement officials may enforce violations. Once consumers register online or by telephone with the registry, most telemarketers, generally other than those calling to solicit political or charitable contributions, will be required to remove telephone numbers on the registry from their call lists. Persons who have registered by August 31, 2003 must be removed from telemarketer lists by October 1, 2003 and covered telemarketers may not call persons who register after September 1, 2003 within three months of the date of registration. Thus, the issuance of the Telemarketing Sales Rule will limit our ability to engage in telephone marketing efforts.

Risks relating to the notes

Our substantial indebtedness could adversely affect our business and prevent us from fulfilling our obligations under the notes.

We have a substantial amount of indebtedness. As of December 31, 2003, we had $525.0 million of debt outstanding, consisting of approximately $225.0 million of senior debt and $300.0 million of senior subordinated notes. In addition, the indenture governing the notes and our new credit facilities allow us to incur substantial additional indebtedness in the future. As of December 31, 2003, we had $175.0 million available to borrow under our new credit facilities. Our substantial indebtedness may have important consequences, including:

† making it more difficult for us to satisfy our obligations with respect to the notes;

† limiting cash flow available to fund our working capital, capital expenditures, potential acquisitions or other general corporate requirements;

† increasing our vulnerability to general adverse economic and industry conditions;

† limiting our ability to obtain additional financing to fund future working capital, capital expenditures, potential acquisitions or other general corporate requirements;

† limiting our flexibility in planning for, or reacting to, changes in our business and industry;

† placing us at a competitive disadvantage compared to our competitors with less indebtedness; and

† making it more difficult for us to comply with financial covenants in our new credit facilities.

We may be unable to generate sufficient cash flow to satisfy our debt service obligations.

Our ability to generate cash flow from operations to make principal and interest payments on our debt, including the notes, will depend on our future performance, which will be affected by a range of economic, competitive and business factors. We cannot control many of these factors, including general economic conditions, the reallocation of advertising expenditures to other available media and a decline in the amount spent on advertising in general. If our operations do not generate sufficient cash flow from operations to satisfy our debt service obligations, we may need to seek additional capital to make these payments or undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets or reducing or delaying capital investments and acquisitions. We cannot assure you that such additional capital or alternative financing will be available on favorable terms, if at all. Our inability to generate sufficient cash flow from operations or obtain additional capital or alternative financing on acceptable terms

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could have a material adverse effect on our business, financial condition and results of operations.

Restrictions in our debt agreements reduce our operating flexibility and contain covenants and restrictions that create the potential for defaults.

The terms of our new credit facilities and the indenture relating to the notes restrict, among other things, our ability to:

† incur or repay debt;

† dispose of assets;

† create liens;

† make investments;

† enter into affiliate transactions; and

† pay dividends.

Under our new credit facilities we are required to maintain specified financial ratios and levels including:

† a minimum interest coverage ratio;

† a minimum fixed charges coverage ratio; and

† a maximum cash flow ratio.

If we fail to comply with any of these tests, the lenders have the right to cause all amounts outstanding under our new credit facilities to become immediately due. If this were to occur, and the lenders decide to exercise their right to accelerate the indebtedness, it would create serious financial problems for us and could lead to an event of default under the indenture governing the notes. In such an event, we cannot assure you that we would have sufficient assets to pay amounts due on the notes. As a result, you may receive less than the full amount you would be otherwise entitled to receive on the notes. Any of these events could have a material adverse effect on our business, financial condition and results of operations. Our ability to comply with these restrictions, and any similar restrictions in future agreements, depends on our operating performance. Since our performance is subject to prevailing economic, financial and business conditions and other factors that are beyond our control, we may be unable to comply with these restrictions in the future. See "Description of other indebtedness" and "Description of the exchange notes" for additional information.

Your right to receive payments on the notes is junior to our existing senior indebtedness and the existing senior indebtedness of the subsidiary guarantors and possibly all of our and their future indebtedness and our new credit facility will have the benefit of guarantees by Morris Communication and certain of its subsidiaries.

The notes and the subsidiary guarantees will be subordinated in right of payment to the prior payment in full of our and the subsidiary guarantors' respective current and future senior indebtedness, including our and their obligations under our new credit facilities. As of December 31, 2003, the notes were subordinated to approximately $225.0 million of senior indebtedness, not including $175.0 million of senior debt that is available for borrowing under our new credit facilities. As a result of the subordination provisions of the notes, in the event of the bankruptcy, liquidation or dissolution of us or any subsidiary guarantor, our assets or the assets of the

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applicable subsidiary guarantor would be available to pay obligations under the notes and our other senior subordinated obligations only after all payments had been made on our senior indebtedness or the senior indebtedness of the applicable subsidiary guarantor. Sufficient assets may not remain after all of these payments have been made to make any payments on the notes and our other senior subordinated obligations, including payments of interest when due. In addition, all payments on the notes and the subsidiary guarantees will be prohibited in the event of a payment default on our new revolving credit facilities, and may be prohibited in any future senior indebtedness.

All obligations under the senior credit facilities are guaranteed by Morris Communications and certain of its subsidiaries, and such guarantees are secured with substantially all of their assets.

The notes and the subsidiary guarantees are effectively subordinated to all of our and our subsidiary guarantors' secured indebtedness and all indebtedness of our non-guarantor subsidiaries.

The notes will not be secured. The lenders under our new credit facilities are secured by liens on substantially all of our and our subsidiaries' assets and by a pledge of the stock of all of the subsidiary guarantors. If we, Morris Communications or any of the subsidiary guarantors declare bankruptcy, liquidate or dissolve, or if payment under the new credit facilities or any of our other secured indebtedness is accelerated, our secured lenders would be entitled to exercise the remedies available to a secured lender under applicable law and will have a claim on those assets before the holders of the notes. As a result, the notes are effectively subordinated to our and our subsidiaries' secured indebtedness to the extent of the value of the assets securing that indebtedness, and the holders of the notes would in all likelihood recover ratably less than the lenders of our and our subsidiaries' secured indebtedness in the event of our bankruptcy, liquidation or dissolution. As of December 31, 2003, we had $225.0 million of secured indebtedness outstanding, not including $175.0 million of additional secured indebtedness that would have been available for borrowing under our new credit facilities.

Some of our future subsidiaries may not be guarantors on the notes and some of our existing subsidiaries may be released from their guarantees upon becoming an unrestricted subsidiary in the manner provided in the indenture. Payments on the notes will only be required to be made by us and the subsidiary guarantors. As a result, no payments are required to be made from assets of subsidiaries which do not guarantee the notes. The notes will be structurally subordinated to all of the liabilities of our subsidiaries that do not guarantee the notes. In the event of a bankruptcy, liquidation or dissolution of any non-guarantor subsidiary, holders of its indebtedness, its trade creditors and holders of its preferred equity will generally be entitled to payment on their claims from assets of that subsidiary before any assets are made available for distribution to us. However, under some circumstances, the terms of the notes will permit our non-guarantor subsidiaries to incur additional specified indebtedness. Initially, we will have no non-guarantor subsidiaries.

We may not be able to purchase the notes upon a change of control.

Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at a price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to the date of repurchase. However, it is possible that we will

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not have sufficient funds at the time of the change of control to make the required repurchase of notes or that restrictions in our senior credit facilities would not allow such repurchase.

Federal and state statutes allow courts, under specific circumstances, to void the guarantees of the notes by our subsidiaries and require the holders of the notes to return payments received from the subsidiary guarantors.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, the subsidiary guarantees could be voided, or claims in respect of the subsidiary guarantees could be subordinated to all other debts of a subsidiary guarantor if, either, the subsidiary guarantee was incurred with the intent to hinder, delay or defraud any present or future creditors of the subsidiary guarantor or the subsidiary guarantor, at the time it incurred the indebtedness evidenced by its subsidiary guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of such indebtedness and the subsidiary guarantor either:

† was insolvent or rendered insolvent by reason of such incurrence;

† was engaged in a business or transaction for which such subsidiary guarantor's remaining assets constituted unreasonably small capital; or

† intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor would be considered insolvent if:

† the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets;

† the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

† it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history and other factors, we and each subsidiary guarantor believe that, after giving effect to the indebtedness incurred in connection with this offering, no subsidiary guarantor will be insolvent, will have unreasonably small capital for the business in which it is engaged or will have incurred debts beyond its ability to pay such debts as they mature. There can be no assurance, however, as to what standard a court would apply in making such determinations or that a court would agree with our or the subsidiary guarantors' conclusions in this regard.

An active trading market may not develop for the exchange notes.

The exchange notes are a new issue of securities with no established trading market and will not be listed on any securities exchange. The initial purchasers have informed us that they currently intend to make a market in the exchange notes. However, the initial purchasers are not obligated to do so and may discontinue any such market making at any time without notice. The liquidity of any market for the notes will depend upon various factors, including:

† the number of holders of the notes;

† the interest of securities dealers in making a market for the notes;

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† the overall market for high yield securities;

† our financial performance or prospects; and

† the prospects for companies in our industry generally.

Accordingly, we cannot assure you that a market or liquidity will develop for the exchange notes. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. We cannot assure you that the market for the exchange notes, if any, will not be subject to similar disruptions. Any such disruptions may adversely affect you as a holder of the exchange notes.

The original notes are, and will continue to be, subject to restrictions on transfer, and the trading market, if any, for original notes may be adversely affected by completion of this exchange offer.

The original notes have not been registered under the Securities Act of 1933 or any state securities laws and therefore may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act of 1933 and any other applicable securities laws, or pursuant to an exemption from those laws or in a transaction not subject to those laws. We do not intend to register under the Securities Act of 1933 the original notes that remain outstanding after completion of this exchange offer, and agreed to do so only in the event that original notes are not eligible for exchange in the exchange offer. We are not aware of any reason that original notes would not be eligible for exchange. Original notes that remain outstanding after the completion of this exchange offer will continue to bear a legend reflecting those restrictions on transfer, and holders of those original notes will not be entitled to any rights to have those original notes registered under the Securities Act of 1933 or to any similar rights under the registration rights agreements (subject to the limited exception noted above). To the extent that original notes are tendered and accepted in the exchange offer, the trading market, if any, for remaining original notes may be adversely affected.

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Disclosure regarding forward-looking statements

This prospectus contains forward-looking statements. These are statements that relate to future periods and include statements regarding our anticipated performance. You may find discussions containing such forward-looking statements in "Management's discussion and analysis of financial condition and results of operations," in our vision statement on the inside front cover, and within this prospectus generally.

Generally, the words "anticipates", "believes", "expects", "intends", "estimates", "projects", "plans" and similar expressions identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements or industry results, to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. These risks, uncertainties and other important factors are disclosed under "Risk factors" and elsewhere in this prospectus, including, without limitation, in conjunction with the forward-looking statements included in this prospectus.

Although we believe that these statements are based upon reasonable assumptions, we can give no assurance that these statements will be realized. Given these uncertainties, prospective investors are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are made as of the date of this prospectus. We assume no obligation to update or revise them or provide reasons why actual results may differ. Important factors that could cause our actual results to differ materially from our expectations include, without limitation:

† delay in any economic recovery or the recovery not being as robust as might otherwise have been anticipated;

† increases in financing, labor, health care and/or other costs, including costs of raw materials, such as newsprint;

† general economic or business conditions, either nationally, regionally or in the individual markets in which we conduct business (and, in particular, the Jacksonville, Florida market), may deteriorate and have an adverse impact on our advertising or circulation revenues or on our business strategy; and

† other risks and uncertainties, including those listed under the caption "Risk factors."

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Use of proceeds

This exchange offer is intended to satisfy some of our obligations under the registration rights agreements. We will not receive any cash proceeds from the issuance of the exchange notes in this exchange offer. In exchange for issuing the exchange notes as described in this prospectus, we will receive an equal principal amount of original notes, which will be canceled. Accordingly, issuance of the exchange notes will not result in any increase or decrease in the amount of our indebtedness. We have agreed to pay the expenses of the exchange offer.

The proceeds of the initial issuance of $250.0 million of the original notes together with the proceeds of our new credit facility, were used to (i) repay our debt to Morris Communications, which repaid its existing credit facilities, the proceeds of which were used in large part to fund our business, and (ii) to fund our general corporate activities, including working capital requirements and capital expenditures. The proceeds of the subsequent issuance of the additional $50.0 million of the original notes were used to reduce existing indebtedness (but not available borrowings) under the new revolving credit facility. We use our revolving credit facility to fund our general corporate activities including future acquisitions, working capital requirements, capital expenditures and loans to affiliates.

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