UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

~~Date~~PURSUANT TO ofSECTION ~~Report~~13 OR 15(~~Date~~d) ofOF ~~earliest~~THE ~~event~~SECURITIES ~~reported):~~EXCHANGE ~~April 26,~~ACT ~~2006~~OF 1934*

Date of Report (Date of earliest event reported): September 17, 2007

MEDIANEWS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	033-75156	76-0425553
(State or other jurisdiction of	(Commission File	(I.R.S. Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation)	Number)	Identification No.)

1560 Broadway, Suite 2100	80202
101 W. Colfax, Suite 1100
Denver, Colorado	~~(Zip Code)~~	80202
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) ~~563~~954-6360

Not applicable ~~(Former name or former address, if changed since last report)~~

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

* The registrant is not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 and is voluntarily filing this Current Report on Form 8-K.

Item 1.01 Entry into a Material Definitive Agreement.

On ~~April~~September 2617, ~~2006~~2007, MediaNews Group, Inc. (the “Company”) ~~and The McClatchy Company (“McClatchy”)~~ entered into aan ~~Stock~~amendment ~~and~~of ~~Asset~~its senior ~~Purchase~~Credit Agreement ~~(the~~dated ~~“MediaNews~~as ~~Purchase Agreement”)~~of ~~pursuant~~December 30, to2003, ~~which~~between the Company, ~~agreed~~certain tosubsidiaries ~~purchase~~ of the ~~Contra~~Company, ~~Costa~~Bank ~~Times~~of ~~and~~America, ~~the~~N.A., ~~San Jose~~as ~~Mercury~~Administrative ~~News~~Agent, and ~~related~~the ~~publications~~other ~~and~~financial ~~Web sites for $736,800,000. The Company’s~~institutions ~~obligation~~and tolenders ~~consummate~~party ~~such purchase is subject to customary conditions~~thereto, ~~including~~as ~~antitrust clearance,~~previously ~~and~~amended ~~the~~by ~~consummation of~~ the ~~merger~~First ofthrough ~~Knight~~Sixth ~~Ridder, Inc.~~amendments ~~with~~(the ~~and~~“Credit ~~into McClatchy~~Agreement”).

~~On April 26, 2006,~~ The Hearst Corporation (“Hearst”) and McClatchy entered into a Stock and Asset Purchase Agreement (the “Hearst Purchase Agreement”) pursuant to which Hearst agreed to purchase The Monterey County Herald and the Saint Paul Pioneer Press and related publications and Web sites for $263,200,000. Hearst’s obligation to consummate such purchase is subject to customary conditions, including antitrust clearance, and the consummation of the merger of Knight Ridder, Inc. with and into McClatchy. On AprilSeptember 2617, ~~2006,~~2007 ~~the~~amendment ~~Company~~changed ~~and~~financial ~~Hearst entered~~covenants ~~into~~contained anin ~~agreement (~~the ~~“MediaNews/Hearst~~Credit Agreement~~”) pursuant to which (i) Hearst and the~~ ~~Company~~that agreed to seek to negotiate the terms of an equity investment by Hearst in the Company (such investment will not include any governance or economic rights or interest in the Company’s publications in the San Francisco Bay Area) and (ii) the Company agreed to purchase The Monterey County Herald and the Saint Paul Pioneer Press from Hearst if the Company and Hearst are ~~unable~~applicable to ~~agree~~ on the ~~terms of a Hearst equity investment in the~~ Company. ~~The~~After ~~equity~~giving ~~investment~~effect ~~by Hearst in the Company would be subject~~ to ~~antitrust clearance. The Monterey County Herald and~~ the ~~Saint Paul~~amendment, ~~Pioneer Press will be transferred to the Company in connection with~~ such ~~equity~~ratios ~~investment.~~are as follows:

(a) Consolidated Total Leverage Ratio. The ~~closing~~Consolidated ~~under~~Total ~~each~~Leverage ofRatio as of the ~~MediaNews~~end ~~Purchase~~of ~~Agreement~~any ~~and~~fiscal ~~Hearst~~quarter ~~Purchase~~of ~~Agreement~~the ~~are conditioned~~Company ~~upon~~set ~~each~~forth ~~other~~below ~~and~~may ~~will~~not ~~occur~~be ongreater than the ~~same~~ratio corresponding ~~day.~~to such fiscal quarter:

The Monterey Country Herald, the Contra Costa Times and the San Jose Mercury News will be held in the California Newspapers Partnership (or its successors), a partnership between the Company, Gannett Co., Inc. (“Gannett”) and Stephens Group, Inc. (“Stephens”). On April 26, 2006, the Company entered into an agreement with Gannett and Stephens (the “Stephens/Gannett Contribution Agreement”) pursuant to which Gannett and Stephens will contribute their pro rata share (subject to certain adjustments) of the purchase price of The Monterey Country Herald, the Contra Costa Times and the San Jose Mercury News.

Calendar Year

March 31

June 30

September 30

December 31

2007

N/A

6.75 to 1.0

2008

6.75 to 1.0

6.50 to 1.0

6.25 to 1.0

2009

6.00 to 1.0

5.75 to 1.0

2010

5.75 to 1.0

5.50 to 1.0

2011

5.50 to 1.0

5.00 to 1.0

thereafter

5.00 to 1.0

~~The~~(b) Ratio ~~foregoing descriptions~~ of ~~the~~Consolidated ~~MediaNews~~Senior ~~Purchase~~Debt ~~Agreement,~~to ~~Hearst~~Consolidated ~~Purchase~~Operating ~~Agreement,~~Cash ~~MediaNews/Hearst~~Flow. The ~~Agreement~~ratio ~~and~~of ~~Stephens/Gannett~~Consolidated ~~Contribution~~Senior ~~Agreement~~Debt ~~are~~to ~~qualified~~Consolidated ~~in their~~Operating ~~entirety~~Cash byFlow ~~reference~~as toof the ~~full~~end ~~text~~ of ~~such~~any ~~agreements~~fiscal quarter ~~which~~of ~~are~~the ~~attached~~Company asset ~~Exhibits~~forth ~~99.1,~~below ~~99.2.~~may ~~99.3~~not ~~and 99.4~~be ~~hereto~~greater ~~and~~than ~~incorporated~~the byratio ~~reference~~corresponding ~~herein.~~to such fiscal quarter:

Calendar Year

March 31

June 30

September 30

December 31

2007

N/A

4.25 to 1.0

2008

4.25 to 1.0

4.00 to 1.0

2009

3.50 to 1.0

3.25 to 1.0

2010

3.25 to 1.0

thereafter

3.00 to 1.0

(c) Fixed Charge Coverage. The ratio of (i) Consolidated Operating Cash Flow to (ii) Consolidated Fixed Charges as of the end of any fiscal quarter of the Company set forth below may not be less than the ratio corresponding to such fiscal quarter:

Calendar Year

March 31

June 30

September 30

December 31

2007

N/A

1.25 to 1.0

1.15 to 1.0

thereafter

1.25 to 1.0

~~Item~~ The September ~~9.01~~17, ~~Financial~~2007 ~~Statements~~amendment ~~and~~also ~~Exhibits~~changed the pricing grid for determining interest rates on borrowings under the Credit Agreement (the pricing grid shows the margin over LIBOR or Base Rate payable by the Company). The changed pricing grid is as follows:



				Eurodollar Loans				Base Rate Loans
					Revolving Loans and				Revolving Loans and
Pricing Tier	Consolidated Total Leverage Ratio	Commitment Fee	Letters of Credit		Tranche A Term Loan	Tranche B Term Loan	Tranche C Term Loan		Tranche A Term Loan	Tranche B Term Loan	Tranche C Term Loan
1	Less than 3.5x	0.25%	1.25%		1.25%	1.75%	2.25%		0.50%	0.75%	1.25%
2	Less than 4.5 to 1.0 but equal to or greater than 3.5 to 1.0	0.25%	1.375%		1.375%	1.75%	2.25%		0.50%	0.75%	1.25%
3	Less than 5.5 to 1.0 but equal to or greater than 4.5 to 1.0	0.375%	1.50%		1.50%	1.75%	2.25%		0.50%	0.75%	1.25%
4	Equal to or greater than 5.5 to 1.0	0.375%	1.75%		1.75%	1.75%	2.25%		0.50%	0.75%	1.25%

Exhibit No.		Description
99.1		Stock and Asset Purchase Agreement dated as of April 26, 2006, between MediaNews Group, Inc. and The McClatchy Company
99.2		Stock and Asset Purchase Agreement dated as of April 26, 2006, between The Hearst Corporation and The McClatchy Company
99.3		Agreement dated April 26, 2006 between MediaNews Group, Inc. and The Hearst Corporation
99.4		Agreement dated April 26, 2006, between MediaNews Group, Inc., Gannett Co., Inc., and Stephens Group, Inc.

Prior to the September 17, 2007 amendment, the size of the Company’s revolving credit facility under the Credit Agreement was scheduled to be reduced by $100.0 million (to $250.0 million) on December 30, 2008. The amendment eliminates this reduction. Instead, the Company voluntarily reduced the size of its revolving credit facility by $115.0 million, to $235.0 million, effective October 1, 2007.

The September 17, 2007 amendment also contained certain other definitional and minor structural changes.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Stock and Asset Purchase Agreement dated as of April 26, 2006, between MediaNews Group, Inc. and The McClatchy Company
99.2		Stock and Asset Purchase Agreement dated as of April 26, 2006, between The Hearst Corporation and The McClatchy Company
99.3		Agreement dated April 26, 2006 between MediaNews Group, Inc. and The Hearst Corporation
99.4		Agreement dated April 26, 2006, between MediaNews Group, Inc., Gannett Co., Inc., and Stephens Group, Inc.

~~MEDIANEWS GROUP, INC.~~

MEDIANEWS GROUP, INC.

Dated: April 28, 2006

/s/ Ronald A. Mayo

September 20, 2007

/s/ Ronald A. Mayo

Ronald A. Mayo

Ronald A. Mayo Vice President, Chief Financial Officer and Duly Authorized Officer of Registrant

Vice President, Chief Financial Officer and Duly Authorized Officer of Registrant

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