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Sheridan Group Holding Co, et al. – ‘S-4’ on 10/18/04

On:  Monday, 10/18/04, at 9:40pm ET   ·   As of:  10/19/04   ·   Accession #:  1047469-4-31435   ·   File #s:  333-119813, -01, -02, -03, -04, -05, -06, -07, -08

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/19/04  Sheridan Group Holding Co         S-4                   13:2.0M                                   Merrill Corp/New/FA
          Dartmouth Journal Services Inc
          United Litho Inc
          Dartmouth Printing Co
          Sheridan Brooks Inc
          Capital City Press Inc
          Sheridan Press Inc
          Sheridan Group Inc
          Dingley Press, Inc.

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   1.77M 
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion re: Legality                                HTML     21K 
 3: EX-5.2      Opinion re: Legality                                HTML     18K 
 4: EX-5.3      Opinion re: Legality                                HTML     16K 
 5: EX-23.1     Consent of Experts or Counsel                       HTML     11K 
 6: EX-23.3     Consent of Experts or Counsel                       HTML     10K 
 7: EX-25.1     Statement re: Eligibility of Trustee                HTML     47K 
 8: EX-99.1     Miscellaneous Exhibit                               HTML     66K 
 9: EX-99.2     Miscellaneous Exhibit                               HTML     24K 
10: EX-99.3     Miscellaneous Exhibit                               HTML     10K 
11: EX-99.4     Miscellaneous Exhibit                               HTML     15K 
12: EX-99.5     Miscellaneous Exhibit                               HTML     16K 
13: EX-99.6     Miscellaneous Exhibit                               HTML     15K 

As filed with the Securities and Exchange Commission on October 18, 2004

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

THE SHERIDAN GROUP, INC.
(Exact name of Registrant as specified in its charter)

11311 McCormick Road, Suite 260
Hunt Valley, Maryland 21031-1437
(410) 785-7277

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

See Table of Additional Registrants Below

John A. Saxton
President and Chief Executive Officer
11311 McCormick Road, Suite 260
Hunt Valley, Maryland 21031-1437
(410) 785-7277

(Name, address including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Carmen J. Romano, Esq.
Sarah B. Gelb, Esq.
Dechert LLP
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
(215) 994-4000

        Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

        If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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.    o

CALCULATION OF REGISTRATION FEE

(1)

Estimated pursuant to Rule 457(f) under the Securities Act of 1933, as amended, solely for purposes of calculating the registration fee.

(2)

The registration fee of $7,602.00 was previously paid in connection with the filing of the Registrant's Registration Statement on Form S-4 (File No. 333-110441).

(3)

The other companies listed in the Table of Additional Registrants below have guaranteed, jointly and severally, the 10¹/4% Senior Secured Notes due 2011 being registered hereby. The Guarantors are registering the Guarantees. Pursuant to Rule 457(n) under the Securities Act of 1933, no registration fee is required with respect to the Guarantees.

        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 filed 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 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrants

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 18, 2004

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-110441

PROSPECTUS

The Sheridan Group, Inc.

OFFER TO EXCHANGE

$60,000,000 10¹/4% Senior Secured Notes due 2011
(CUSIP Nos. 823777 AC 1, 823777 AD 9 and US82100 AB 1)
for $60,000,000 10¹/4% Senior Secured Notes Due 2011

The exchange offer will expire at 5:00 p.m.,
New York City time on                 , 2004, unless extended.

        The new notes:

•

will be freely tradeable, except that broker-dealers receiving new notes will have prospectus delivery requirements regarding resales of the new notes;



•

are otherwise substantially identical to the outstanding notes; and



•

will not be listed on any securities exchange or any automated dealer quotation system, but may be sold in the over-the-counter market, in negotiated transactions or through a combination of these methods.

        Terms of the exchange offer:

•

We will exchange all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.



•

You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer.



•

We believe that the exchange of old notes will not be a taxable event for U.S. federal income tax purposes, but you should see "Certain United States Federal Income Tax Considerations" on page 142 for more information.



•

We will not receive any proceeds from the exchange offer.

        In addition, each broker that:

•

receives new notes pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of new notes; and



•

acquired old notes as a result of market making or other trading activities may use this prospectus in connection with resales of new notes.

        See "Risk Factors" beginning on page 12 for a discussion of risks that should be considered by holders prior to tendering their old notes.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                 , 2004

TABLE OF CONTENTS

        You should rely only on the information contained in this prospectus or to which we have referred you. See "Where You Can Find Other Information." We have not authorized anyone to provide you with information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus.

        Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended, which we refer to as the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

        This prospectus incorporates important business and financial information that is not included in or delivered with this document. This information is available without charge upon written or oral request. See "Where You Can Find More Information." To obtain this information in a timely fashion, you must request such information no later than five business days before                 , 2004, which is the date on which the exchange offer expires (unless we extend the exchange offer as described herein). See "The Exchange Offer—Terms of Exchange Offer; Period of Tendering Old Notes."

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MARKET SHARE, RANKING AND OTHER DATA

        The market share, ranking and other data contained in this prospectus are based either on management's own estimates, independent industry publications, reports by market research firms or other published independent sources and, in each case, are believed by management to be reasonable estimates. However, market share data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. In addition, consumer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be reliable.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus includes "forward-looking statements." Forward-looking statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. They may contain words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "likely," "may," "plan," "predict," "project," "should," "will," "would" or words or phrases of similar meaning. They may relate to, among other things:

•

our liquidity and capital resources;



•

competitive pressures and trends in the printing industry;



•

prevailing interest rates;



•

legal proceedings and regulatory matters;



•

general economic conditions;



•

statements with respect to the Buyout Transactions and the Dingley Transactions (each as defined in this prospectus);



•

predictions of net sales, expenses or other financial items;



•

future operations, financial condition and prospects; and



•

our plans, objectives, strategies and expectations for the future.

        Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from the forward-looking statements, might cause us to modify our plans or objectives, may affect our ability to pay timely amounts due under the notes and/or may affect the value of the notes. These risks and uncertainties may include, but are not limited to, those discussed in "Risk Factors." New risk factors can emerge from time to time. It is not possible for us to predict all of these risks, nor can we assess the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in forward-looking statements. Given these risks and uncertainties, we urge you to read this prospectus completely with the understanding that actual future results may be materially different from what we plan or expect. We caution you that any forward-looking statement reflects only our belief at the time the statement is made. We will not update these forward-looking statements even if our situation changes in the future.

ii

SUMMARY

        The following summary highlights certain significant aspects of our business and this exchange offer, but you should read this entire prospectus, including the financial data and related notes, before making an investment decision. In this prospectus, unless the context otherwise requires, references to the "issuer" refer to The Sheridan Group, Inc., exclusive of its subsidiaries. The terms "we," "us" "our" and other similar terms refer to the consolidated businesses of The Sheridan Group, Inc. and all of its subsidiaries. Unless otherwise specified, (1) all historical financial information in this prospectus as of any date, or for any period ending, prior to May 25, 2004 is information regarding The Sheridan Group, Inc. and its subsidiaries prior to the consummation of the Dingley Acquisition described below and (2) all descriptions of our business contained in this prospectus give effect to the Dingley Acquisition. Unless the context indicates otherwise, "on a pro forma basis" or "pro forma" means after giving effect to the Buyout Transactions described below, the Dingley Transactions described below and the assumptions described under "Unaudited Pro Forma Condensed Consolidated Financial Statements." You should carefully consider the information set forth under the heading "Risk Factors."

The Exchange Offer

        On May 25, 2004, The Sheridan Group, Inc. issued and sold $60.0 million aggregate principal amount of 10¹/4% Senior Secured Notes Due 2011. We refer to the $60.0 million aggregate principal amount of 10¹/4% Senior Secured Notes due 2011 issued on May 25, 2004 in this prospectus collectively as the old notes. In connection with this sale, we entered into a registration rights agreement with the initial purchaser of the old notes in which we agreed to deliver this prospectus to you and to complete an exchange offer for the old notes. As required by the registration rights agreements, we are offering to exchange $60.0 million aggregate principal amount of our new 10¹/4% Senior Secured Notes Due 2011, referred to as the new notes, the issuance of which has been registered under the Securities Act, for a like aggregate principal amount of our old notes. You are entitled to exchange your old notes for new notes. We refer to this offer to exchange new notes for old notes in accordance with the terms set forth in this prospectus and the accompanying letter of transmittal as the "exchange offer." We urge you to read the discussions under the headings "The Exchange Offer" and "The New Notes" in this Summary for further information regarding the exchange offer and the new notes. We refer to the old notes and the new notes collectively as the "notes."

Our Company

        We are a leading specialty printer offering a full range of printing and value-added support services for the journal, catalog, magazine, book and article reprint markets. We believe our financial performance results from our established track record of providing a high level of customer service, our investment in modern printing technologies and our comprehensive system of financial controls. These factors have resulted in strong and longstanding relationships with our over 3,000 customers, which include publishers, associations and university presses. The average length of our relationships with our top 50 customers is over 14 years. We provide a wide range of printing services and value-added support services, such as electronic copy-editing, composition, digital proofing, subscriber database maintenance, distribution services and electronic publishing support. We utilize a decentralized management structure, which provides our customers with access to the resources of a large company, while maintaining the high level of service and flexibility of a smaller company. For the year ended December 31, 2003 and the six month period ended June 30, 2004, on a combined Predecessor and Successor basis (which represents the mathematical addition of the periods prior to and after the Buyout), we generated net sales of $213.1 million and $118.3 million, respectively, operating income of $13.5 million and $9.6 million, respectively, and net income of $1.9 million and $1.7 million, respectively. For the year ended December 31, 2003 and the six month period ended June 30, 2004, on a pro forma basis, we generated net sales of $306.9 million and $155.3 million, respectively, operating

1

income of $23.1 million and $12.0 million, respectively, and net income of $1.8 million and $1.5 million, respectively.

        Our target markets are:

        Journals.    The journal market includes journals for the scientific, technical, medical and scholarly communities. We characterize journals with production runs of less than 5,000 copies as short-run journals, and those with runs between 5,000 copies and 100,000 copies as medium-run journals. Publishers, associations and university presses comprise the customers in this portion of the publications market. Journal printing typically results in a high level of repeat business due to the periodic nature and complexity of these publications. In 2003, we printed over 1,800 journal titles and we retained about 94% of our customers from 2002. Historically, we have targeted the short-run portion of the journal market, in which we believe, based upon our analysis of the most current data available to us, we have the number one market share position in the U.S. measured by revenues. Recently, we have expanded our capability to service the medium-run portion of the journal market by increasing our capacity and enhancing our marketing efforts.

        Specialty Catalogs.    We characterize specialty catalogs as catalogs distributed by specialty catalog merchant companies, which are often smaller entrepreneurial companies with high service requirements. We produce catalogs with run lengths between 300,000 and 10,000,000 copies, most of which are printed in four-color and are bound using the saddle stitching technique. Multiple versions of each catalog are distributed during the year requiring high levels of customer service and extensive distribution services. In 2003, we printed over 100 catalog titles and we retained 94% of our customers from 2002.

        Specialty Magazines.    We characterize specialty magazines as magazines having production runs of less than 100,000 copies. Our customers in this market are publishers and associations. Specialty magazines also have a high level of repeat business due to the periodic nature of the publications. This is largely a regional market defined by proximity to the customer. In 2003, we printed over 350 magazine titles and we retained about 89% of our customers from 2002.

        Books.    Short-run books, which we characterize as books having production runs of less than 5,000 copies, are printed for publishers, associations and university presses. Sales to this market include both the initial printing of titles and subsequent reprints.

        Article reprints.    Article reprints are produced for customers who require reprints of an individual article from a magazine or journal for marketing or other purposes. Historically, we have primarily reprinted magazine and journal articles for which we were the original printer. We recently have expanded our business by winning article reprint business on publications for which we were not the original printer.

        Our operations are classified into three reportable segments. The short-run journals segment, which includes article reprints, provides products and services for scientific, technical and medical ("STM") journals to publishers, associations and university presses. The specialty catalogs segment provides products and services for specialty catalogs to catalog merchants. The other publications segment provides products and services for short-run books, specialty magazines and medium-run journals to publishers, university presses and associations.

The Industry

        We compete in the printing market for publications, which includes journals, magazines and article reprints. The market for journals and magazines was estimated by Printing Industries of America, Inc. to be about $5.5 billion in revenues for 2003. We compete in subsets of this market. In the journal market, customers require specialized services to be provided within short time deadlines. Based upon our analysis of publicly available survey data published by Printing Impressions, we believe we have the number one market share position in the U.S. (measured by revenues) in the short-run portion of the

2

journal market. We compete in the specialty portion of the magazine market, which is largely a regional market defined by proximity to the customer. Based upon our experience in these markets, we believe we have a leading market position in the regional specialty magazine markets of New England and Washington D.C. In addition to printing original publications, we compete in the printing market for article reprints, which, based upon our analysis and published data from Folio magazine, we estimate to be about $100 million in revenues.

        We also compete in the printing market for catalogs. We estimate this market, based upon survey data published by Printing Impressions, to be about $4.5 billion in revenues for 2003. We compete in the specialty portion of the catalog market, characterized by small, catalog merchant customers. According to published data from Printing Impressions, we are the number seven competitor in the U.S. (measured by revenues) in the catalog market.

        We also compete in the printing market for books. This market was estimated by Printing Industries of America, Inc. to be about $6.9 billion in revenues for 2003. This market grew at a compound annual growth rate of 4.4% from 1997 to 2003. We compete primarily in the short-run portion of the book market. Based upon our analysis of publicly available survey data published by Printing Impressions, we estimate that we are the number three competitor in the U.S. (measured by revenues) in the short-run portion of the book market.

Our Equity Sponsors

        We are controlled by Bruckmann, Rosser, Sherrill & Co., LLC, or BRS, and Jefferies Capital Partners, or JCP, both of which are New York-based private equity investment firms. BRS, JCP and their respective affiliates collectively own about 84.8% of the outstanding capital stock of TSG Holding Corp., our parent.

The Buyout Transactions

        On August 21, 2003, TSG Holdings Corp., an entity organized by BRS and JCP, purchased 100% of the outstanding capital stock of The Sheridan Group, Inc. from its existing stockholders (the "Buyout") for total cash consideration of $142.0 million less net debt (as defined in the stock purchase agreement), resulting in cash of $79.9 million being paid to the selling stockholders. The accounting purchase price was $186.6 million, which was comprised of the $79.9 million of cash paid to the selling stockholders, $51.4 million of assumed liabilities and $55.3 million of refinanced debt. The purchase price was subject to adjustment based upon our tangible net worth as described below in the section entitled "The Buyout Transactions."

        We funded the acquisition price and the related fees and expenses with the proceeds of the August 21, 2003 sale of our 10¹/4% Senior Secured Notes due 2011 (the "2003 Notes") and equity investments in TSG Holdings Corp., our parent, as follows:

•

the purchase by the equity investors of preferred stock and common stock of TSG Holdings Corp. for about $43.7 million in cash and about $3.3 million in securities of The Sheridan Group, Inc. then held by certain of the equity investors;



•

the contribution by TSG Holdings Corp. to the capital of Sheridan Acquisition Corp. of all such cash and securities received by it from the equity investors; and



•

gross proceeds to Sheridan Acquisition Corp. of $103.6 million from the issuance and sale of the 2003 Notes.

        Immediately following the closing of the Buyout and the related financing transactions, Sheridan Acquisition Corp. merged into The Sheridan Group, Inc., which survived the merger and became liable for all obligations under the 2003 Notes. The closing of the sale of the 2003 Notes occurred simultaneously with the closing of the Buyout, our working capital facility and the equity investments made in connection with the Buyout. We refer to the Buyout, the sale of the 2003 Notes, the closing of

3

our working capital facility, the equity investments and the merger collectively as the "Buyout Transactions."

The Dingley Transactions

        On May 25, 2004, The Sheridan Group, Inc., through a newly formed subsidiary, purchased substantially all of the assets and business of The Dingley Press for an aggregate purchase price of $66.9 million. The purchase price is subject to adjustment based upon The Dingley Press' working capital as described below in the section entitled "The Dingley Transactions."

        We funded the acquisition price and the related fees and expenses with the proceeds of the May 25, 2004 sale of the old notes, available cash and equity investments in TSG Holdings Corp., our parent, as follows:

•

the purchase by certain members of management of The Dingley Press of preferred stock and common stock of TSG Holdings Corp. for about $4.0 million in cash;



•

the contribution by TSG Holdings Corp. to the capital of The Sheridan Group, Inc. of all such cash received by it from the equity investors;



•

the use by The Sheridan Group, Inc. of $4.0 million of available cash; and



•

gross proceeds to The Sheridan Group, Inc. of $61.2 million from the issuance and sale of the old notes plus $1.7 million of accrued interest from February 15, 2004.

        The closing of the sale of the old notes occurred simultaneously with the closing of the Dingley Acquisition and the equity investments made in connection with the Dingley Acquisition. We refer to the Dingley Acquisition, the sale of the old notes, the amendment of our working capital facility and the equity investments collectively as the "Dingley Transactions."

Our Corporate Structure

        We are a wholly owned subsidiary of TSG Holdings Corp. We have eight operating subsidiaries, including the subsidiary which acquired the assets and business of The Dingley Press. For a more complete description of our corporate structure, see the section entitled "Our Corporate Structure."

Use of Proceeds

        We will not receive any proceeds from the exchange offer. In consideration for issuing the new notes, we will receive in exchange old notes of like principal amount. The old notes surrendered in exchange for new notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the new notes will not result in any increase in our indebtedness. We have agreed to bear the expenses of the exchange offer. No underwriter is being used in connection with the exchange offer.

        We used the gross proceeds from the sale of the old notes and the equity investments made in connection with the Dingley Transactions, along with available cash:

•

to pay the cash portion of the Dingley Acquisition consideration of approximately $66.9 million;



•

to pay fees and expenses associated with the Dingley Transactions of approximately $4.0 million; and



•

for general corporate purposes.

        The Sheridan Group, Inc. is a Maryland corporation. The Sheridan Group, Inc.'s principal executive offices are located at 11311 McCormick Road, S260, Hunt Valley, Maryland 21031, and its telephone number is (410) 785-7277. Our website is www.sheridan.com. Our website and the information included therein are not part of this prospectus.

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The Exchange Offer

5

Consequences of Exchanging Old Notes Pursuant to the Exchange Offer

        Based on certain interpretive letters issued by the staff of the Securities and Exchange Commission, or SEC, to third parties in unrelated transactions, we are of the view that holders of old notes (other than any holder who is an "affiliate" of our company within the meaning of Rule 405 under the Securities Act) who exchange their old notes for new notes pursuant to the exchange offer generally may offer the new notes for resale, resell such new notes and otherwise transfer the new notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided:

•

the new notes are acquired in the ordinary course of the holders' business;



•

the holders have no arrangement with any person to participate in a distribution of the new notes; and



•

neither the holder nor any other person is engaging in or intends to engage in a distribution of the new notes.

        Each broker-dealer that receives new notes for its own account in exchange for old notes must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See "Plan of Distribution." In addition, to comply with the securities laws of applicable jurisdictions, the new notes may not be offered or sold unless they have been registered or qualified for sale in the applicable jurisdiction or in compliance with an available exemption from registration or qualification. We have agreed, under the registration rights agreements and subject to limitations specified in the registration rights agreements, to register or qualify the new notes for offer or sale under the securities or blue sky laws of the applicable jurisdictions as any holder of the notes reasonably requests in writing. If a holder of old notes does not exchange the old notes for new notes according to the terms of the exchange offer, the old notes will continue to be subject to the restrictions on transfer contained in the legend printed on the old notes. In general, the old notes may not be offered or sold, unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Holders of old notes do not have any appraisal or dissenters' rights under the Maryland General Corporation Law in connection with the exchange offer. See "The Exchange Offer—Consequences of Failure to Exchange; Resales of New Notes."

        The old notes are currently eligible for trading in the Private Offerings, Resales and Trading through Automated Linkages (PORTAL) market. Following commencement of the exchange offer but prior to its completion, the old notes may continue to be traded in the PORTAL market. Following completion of the exchange offer, the new notes will not be eligible for PORTAL trading.

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The New Notes

7

8

Risk Factors

        You should consider carefully the information set forth in the section entitled "Risk Factors" beginning on page 12 and all other information described or referred to in this prospectus before deciding to invest in the notes.

9

Summary Historical and Unaudited Pro Forma Consolidated Financial Data

        The following table sets forth our summary historical and unaudited pro forma consolidated financial data for the periods ended and the dates indicated. We have derived the summary historical consolidated financial data for the years ended December 31, 2001 and 2002 and the Predecessor basis period from January 1, 2003 to August 20, 2003 and the Successor basis period from August 21, 2003 to December 31, 2003 from our audited consolidated financial statements and related notes for such years included elsewhere in this prospectus. We have derived the summary historical consolidated financial data as of June 30, 2004 and for the six-month periods ended June 30, 2003 and 2004 from our unaudited consolidated financial statements and the related notes included elsewhere in this prospectus. In the opinion of our management, our unaudited consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of our financial position, the results of our operations and cash flows.

        The unaudited pro forma consolidated financial data gives effect to (i) both the Buyout Transactions for the six-month period ended June 30, 2003 and the year ended December 31, 2003 and (ii) the Dingley Transactions for the six-month period ended June 30, 2004 and the assumptions described under "Unaudited Pro Forma Condensed Consolidated Financial Statements" and the accompanying notes. The summary historical and unaudited pro forma consolidated financial data set forth below are not necessarily indicative of the results of future operations and should be read in conjunction with the discussion under the headings "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Selected Historical Financial Data" and "Unaudited Pro Forma Condensed Consolidated Financial Statements" and our historical consolidated financial statements, the historical consolidated financial statements of The Dingley Press and the related notes included elsewhere in this prospectus.

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(1)

Periods prior to August 20, 2003 represent the predecessor company prior to the consummation of the Buyout Transactions, and our historical consolidated financial data for such periods do not give effect to the Buyout Transactions.

(2)

The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. Earnings consist of income (loss) before income taxes and fixed charges (adjusted for interest capitalized during the period). Fixed charges consist of interest expense on indebtedness (whether expensed or capitalized), amortization of deferred financing costs and that portion of rental expense that we believe is representative of the interest component of rental expense.

(3)

EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization. Management uses this measure as an indicator of cash generated from operating activities. Further, it provides management with a consistent measurement tool for evaluating the operating activities of a business unit before investing activities, interest, taxes depreciation and amortization. EBITDA is not an indicator of financial performance under generally accepted accounting principles or a measure of our liquidity under generally accepted accounting principles and may not be comparable to similarly captioned information reported by other companies. In addition, it should not be considered as an alternative to, or more meaningful than, cash flows from operating activities or other traditional indicators of liquidity. EBITDA is reconciled directly to cash flows from operations as follows:

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RISK FACTORS

        You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before deciding whether to exchange your old notes in the exchange offer. Any of the following risks could materially adversely affect our business, financial condition, results of operations, cash flow or ability to make payments on the notes. In such case, you may lose all or part of your original investment.

Risks Relating to the New Notes

Substantial Leverage—Our substantial indebtedness could adversely affect our financial health and prevent us from meeting our obligations under the notes and our other indebtedness.

        We have a significant amount of indebtedness. On June 30, 2004, we had total indebtedness of approximately $164.9 million. On a pro forma basis, our ratio of earnings to fixed charges would have been 1.17x and 1.24x for the year ended December 31, 2003 and the six months ended June 30, 2004, respectively.

        Our substantial indebtedness could have important consequences to you. For example, it could:

•

make it more difficult for us to meet our payment and other obligations under the new notes and our other indebtedness;



•

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;



•

increase our vulnerability to general adverse economic and industry conditions;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;



•

place us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged; and



•

limit our ability to borrow additional funds or raise additional financing.

        In addition, the indenture and our working capital facility contain financial and other restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt.

Additional Borrowings Available—Despite current indebtedness levels, we may still be able to incur substantially more debt. This could exacerbate further the risks associated with our substantial leverage.

        We may be able to incur substantial additional indebtedness in the future, including additional notes under the indenture under which the new notes will be issued. The terms of the indenture governing the notes restrict, but will not completely prohibit, us from doing so. Our working capital facility permits additional borrowings of up to $30.0 million and all of those borrowings, if any, will rank equal in right of payment to the new notes and guarantees. If new debt is added to our current debt levels, the related risks that we now face could intensify. See "Description of Other Indebtedness—Working Capital Facility."

        In connection with the Dingley Transactions, we amended our working capital facility to provide for aggregate revolving borrowings of up to $30.0 million. The indenture governing the notes provides that we may incur indebtedness under our working capital facility up to an aggregate of the greater of

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$20.0 million or a specified borrowing base. Therefore, even though our working capital facility provides for aggregate revolving borrowings of up to $30.0 million, we may not be able to borrow the full amount available to us under our working capital facility. Moreover, if we were to borrow more than $20.0 million under our working capital facility in reliance on the borrowing base test in the indenture governing the notes and our borrowing base was to fall below the amount of our outstanding borrowings, we would be required by the terms of our working capital facility to immediately repay the amount of the shortfall. If this were to happen, we cannot assure you that we would have adequate cash or access to capital to repay any amounts required to be repaid.

Restrictions in Indebtedness—Restrictions in the indenture governing the notes and in our other outstanding debt instruments could adversely affect our operating flexibility, resulting in a failure to meet our obligations under the notes and our other debt.

        Our working capital facility and the indenture governing the notes contain, and any future debt agreements may contain, covenants that impose financial and operating restrictions on our business. These covenants will restrict our ability to, among other things:

•

pay dividends, redeem stock or make other distributions or restricted payments (other than dividends, distributions or payments from a subsidiary to us);



•

incur indebtedness;



•

make certain investments;



•

create liens;



•

agree to restrictions on the payment of dividends;



•

consolidate or merge;



•

sell or otherwise transfer or dispose of assets, including equity interests of our restricted subsidiaries;



•

enter into transactions with our affiliates;



•

designate our subsidiaries as unrestricted subsidiaries;



•

use the proceeds of permitted sales of our assets; and



•

change our line of business.

        In addition, our working capital facility requires us to meet certain financial ratios and financial condition tests. You should read the discussions under the headings "Description of Other Indebtedness—Working Capital Facility" and "Description of Notes—Certain Covenants" for further information about these covenants.

        Events beyond our control can affect our ability to meet these financial ratios and financial condition tests and to comply with other provisions governing our working capital facility. Our failure to comply with these obligations could cause an event of default under our working capital facility. If an event of default occurs under our working capital facility, our lenders could elect to declare all amounts outstanding and accrued and unpaid interest under our working capital facility to be immediately due, and the lenders thereafter could foreclose upon the assets securing our working capital facility. An event of default under our working capital facility could result in an event of default under our other debt instruments, including the new notes. In that event, we cannot assure you that we would have sufficient assets to repay all of our obligations, including the new notes and the guarantees. We may incur other indebtedness in the future that may contain financial or other covenants more restrictive than those applicable to our working capital facility or the indenture governing the notes.

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Ability to Service Debt—To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness, including the new notes, and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

        We cannot assure you that our business will generate cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule or that future borrowings will be available to us under our working capital facility in an amount sufficient to enable us to pay our indebtedness, including the new notes, and to fund our other liquidity needs. If we are not able to generate sufficient cash flow for these purposes, we may need to refinance or restructure all or a portion of our indebtedness, including the new notes, on or before maturity, sell assets, reduce or delay capital investments or seek to raise additional capital. We cannot assure you that we will be able to implement one or more of these alternatives on commercially reasonable terms or at all.

Holding Company—We are a holding company and, therefore, our ability to make payments under the new notes and service our other debt depends on cash flow from our subsidiaries.

        We are a holding company. Our only material assets are our ownership interests in our subsidiaries. Consequently, we will depend on distributions or other intercompany transfers of funds from our subsidiaries to make payments under the new notes and service our other debt. Distributions and intercompany transfers of funds to us from our subsidiaries will depend on:

•

their earnings;



•

covenants contained in our and their debt agreements, including our working capital facility and the indenture governing the notes;



•

covenants contained in other agreements to which we or our subsidiaries are or may become subject;



•

business and tax considerations; and



•

applicable law, including laws regarding the payment of dividends and distributions.

        We cannot assure you that the operating results of our subsidiaries at any given time will be sufficient to make distributions or other payments to us or that any distributions and/or payments will be adequate to pay any amounts due under the new notes and our other indebtedness.

Value of the Collateral—The value of the collateral securing the new notes may not be sufficient to satisfy our obligations under the new notes, and the collateral securing the new notes may be reduced under certain circumstances.

        The proceeds of any sale of collateral following an event of default with respect to the new notes may not be sufficient to satisfy, and may be substantially less than, amounts due on the new notes. No appraisal of the value of the collateral was made in connection with the sales of the old notes. The value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. By its nature, some or all of the collateral may not have a readily ascertainable market value or may not be saleable or, if saleable, there may be substantial delays in its liquidation. To the extent that permitted liens and other rights granted to other parties (including the lenders under our working capital facility) encumber any of the collateral securing the new notes and the guarantees, those parties have or may exercise rights and remedies with respect to the collateral that could adversely affect the value of the collateral and the ability of the trustee under the indenture or the holders of the new notes to realize or foreclose on the collateral. Consequently,

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we cannot assure you that liquidating the collateral securing the new notes would produce proceeds in an amount sufficient to pay any amounts due under the new notes after also satisfying the obligations to pay any creditors with prior liens. Nor can we assure you that the fair market value of the collateral securing the new notes would be sufficient to pay any amounts due under the new notes following their acceleration. If the proceeds of any sale of collateral are not sufficient to repay all amounts due on the new notes, the holders of the new notes (to the extent not repaid from the proceeds of the sale of the collateral), would have only an unsecured claim against the issuer's and the guarantors' remaining assets.

        The indenture governing the notes and the agreements governing our other secured indebtedness may also permit us to designate one or more of our restricted subsidiaries as an unrestricted subsidiary. If we designate an unrestricted subsidiary, all of the liens on any collateral owned by the unrestricted subsidiary or any of its subsidiaries and any guarantees of the new notes by the unrestricted subsidiary or any of its subsidiaries will be released under the indenture but not under our working capital facility. Designation of an unrestricted subsidiary will reduce the aggregate value of the collateral securing the new notes to the extent that liens on the assets of the unrestricted subsidiary and its subsidiaries are released. In addition, the creditors of the unrestricted subsidiary and its subsidiaries will have a prior claim (ahead of the new notes) on the assets of such unrestricted subsidiary and its subsidiaries.

Subordination—Your right to receive proceeds from the sale of collateral securing the new notes will be subject to prior claims of lenders under our working capital facility.

        Our working capital facility is secured by substantially all of the issuer's and the guarantors' assets (other than certain excluded assets), subject to permitted liens and other limitations. The security interests securing the new notes and the guarantees will be contractually subordinated pursuant to the intercreditor agreement to the prior lien under our working capital facility on substantially all of the issuer's and the guarantors' assets (other than property, plant and equipment). As a result, holders of the new notes will receive distributions from any foreclosure proceeds of any of the issuer's and the guarantors' assets (other than property, plant and equipment) only after borrowings under our working capital facility have been paid in full. If the proceeds of any sale of collateral are not sufficient to repay all amounts due on the new notes, the holders of the new notes would have only an unsecured claim against the issuer's and the guarantors' remaining assets for the deficiency.

Limited Remedies—Your right to exercise remedies with respect to certain collateral also will be limited.

        The rights of the holders of the new notes with respect to the collateral securing the new notes will be limited pursuant to the terms of the intercreditor agreement between the trustee under the indenture and the lender under our working capital facility. Under the intercreditor agreement, if our working capital facility is not terminated or our obligations thereunder are outstanding, any actions that may be taken in respect of any of the issuer's and the guarantors' assets (other than property, plant and equipment), including the ability to cause the commencement of enforcement proceedings against the collateral and to control the conduct of such proceedings, and the approval of amendments to the collateral documents, will be limited and, in certain cases, only controlled and directed by the lenders under such working capital facility, and the trustee, on behalf of the holders of the notes, will not have the ability to control or direct such actions, even if the rights of the holders of the notes are or may be adversely affected. Additional releases of collateral from the liens securing the notes are permitted under some circumstances. See "—Limitation on and Release of Pledge of Subsidiaries' Equity Interests" below and "Description of Notes—Collateral," and "Description of Notes—Collateral—Intercreditor Agreement."

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Ability to Foreclose on the Collateral—Bankruptcy laws and other factors may limit or delay the trustee's ability to foreclose on the collateral. In addition, creditors of any of our unrestricted domestic subsidiaries and any foreign subsidiaries that we may form or acquire will have a prior claim on the assets of those subsidiaries.

        In addition to our intercreditor arrangements described above, other factors could substantially delay or prevent the trustee or any holder of the new notes from obtaining the benefit of any collateral securing the new notes. If the issuer or any of our guarantors become a debtor in a case under the United States Bankruptcy Code, the right of the holders of obligations secured by liens on the collateral to foreclose upon and sell such collateral upon the occurrence of an event of default could be subject to limitations under federal bankruptcy laws. Under the Bankruptcy Code, secured creditors such as the holders of the new notes are prohibited from repossessing or foreclosing upon their collateral from a debtor in a bankruptcy case, or from disposing of collateral already repossessed, without prior bankruptcy court approval. Other provisions of the Bankruptcy Code permit a debtor to retain and to use the collateral (and the proceeds, products, rents or profits of such collateral), including cash collateral such as deposit accounts, over the secured creditors' objection, even if the debtor is in default under applicable debt instruments, so long as the secured creditor is afforded "adequate protection" of its interest in the collateral. Further, the intercreditor agreement limits the rights of holders of the new notes to object to the debtor's use of collateral, including cash collateral, and to obtain adequate protection. Although the precise meaning of the term "adequate protection" may vary according to circumstances, it is intended in general to protect a secured creditor against any diminution in the value of the creditor's interest in its collateral. The determination as to whether adequate protection exists depends on the valuation of the collateral and the discretion of the bankruptcy court. As a result, it is impossible to predict how long payments under the new notes could be delayed following commencement of a bankruptcy case, whether or when the trustee could repossess or dispose of the collateral, or whether or to what extent holders of the new notes would be compensated for any delay in payment or loss of value of the collateral through the requirement of "adequate protection."

        Moreover, the trustee may need to evaluate the impact of the potential liabilities before determining to foreclose on collateral consisting of real property because secured creditors that hold a security interest in real property may be held liable under environmental laws for the costs of remediating or preventing the release or threatened releases of hazardous substances at such real property. Consequently, the trustee may decline to foreclose on such collateral or exercise remedies available in respect thereof if it does not receive indemnification to its satisfaction from the holders of the new notes.

        Finally, the trustee's ability to foreclose on the collateral on your behalf may be subject to lack of perfection, the consent of third parties, prior liens (as discussed above) and practical problems associated with the realization of the trustee's security interest in the collateral. It is impossible to predict what recovery (if any) would be available for such an unsecured claim if the issuer or a guarantor became a debtor in a bankruptcy case.

        None of our unrestricted domestic subsidiaries or any foreign subsidiaries that we may form or acquire will guarantee the new notes. If any of our unrestricted domestic subsidiaries or foreign subsidiaries becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of its indebtedness and its trade creditors generally will be entitled to payment on their claims from the assets of such subsidiary before any of those assets would be made available to us. We do not currently have any unrestricted domestic subsidiaries or foreign subsidiaries. In addition, because a portion of the collateral consists of pledges of a portion of the stock of any foreign subsidiaries that we form or acquire, the validity of those pledges under local law, if applicable, and the ability of the holders of the new notes to realize upon that collateral under local law, to the extent applicable, may be limited by such local law, which limitations may or may not affect such liens.

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Limitation on and Release of Pledge of Subsidiaries' Equity Interests—The pledge of the capital stock and other equity interests of our subsidiaries that secure the new notes will be limited, and will automatically be released from the lien thereon and no longer constitute collateral to the extent the pledge of such capital stock or such other equity interests would require the filing of separate financial statements with the SEC for any of our subsidiaries.

        The new notes and the guarantees will be secured by a pledge of only a portion of the stock of our subsidiaries. As of the issue date of the 2003 Notes, to the extent the value of the capital stock and other equity interests of a subsidiary was greater than or equal to 20% of the aggregate principal amount of the notes outstanding, it will be excluded from the collateral. Following the issue date of the 2003 Notes, the portion of the capital stock of any of our subsidiaries constituting collateral securing the new notes and the related guarantees may decrease or increase as a result of changes in the value of that stock or changes in the rules, regulations or interpretations of the SEC. Pledges of stock of any foreign subsidiaries that we form or acquire are subject to additional limitations. In addition, the indenture governing the notes and the collateral documents related thereto provide that, to the extent that any rule requires or is adopted, amended or interpreted to require the filing with the SEC of separate financial statements of any of our subsidiaries due to the fact that such subsidiary's capital stock or other equity interests secure the notes, then such capital stock and other equity interests will automatically be released and deemed not to be part of the collateral securing the notes to the extent necessary to not be subject to such requirement. In such event, the collateral documents provide for the automatic release of such security interest on such released capital stock and equity interests, to the extent necessary to release the liens created thereunder in respect of such capital stock or other equity interests without the consent of or other action by or on behalf of any holder of notes or any other person. As a result, holders of the new notes could lose all or a portion of their security interest in the capital stock or other equity interests of our subsidiaries.

        The lenders under our working capital facility are not subject to this limitation and have a pledge of 100% of the capital stock of our subsidiaries. Because the new notes and the guarantees will be secured by only a pledge of a portion of the stock of our subsidiaries, even if all borrowings under our working capital facility have been paid in full, the trustee will not be able to foreclose on and sell all of the stock of our subsidiaries. Instead, the trustee will be required to liquidate the assets of our subsidiaries and this may delay the ability of the holders of the new notes to realize upon the collateral.

Financing Change of Control Offer—We may not have the ability to repurchase the new notes upon a change of control as required by the indenture.

        Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes, including the new notes, at 101% of the principal amount plus accrued and unpaid interest to the date of repurchase. We may not have sufficient funds to make the required repurchase in cash at such time or the ability to arrange necessary financing on acceptable terms. In addition, our ability to repurchase the new notes in cash may be limited by law or the terms of other agreements relating to our debt outstanding at the time, including our working capital facility, which restricts our ability to purchase notes for cash until all debt under our working capital facility is repaid in full. If we fail to repurchase any notes submitted in a change of control offer, it would constitute an event of default under the indenture which would, in turn, constitute an event of default under our working capital facility and could constitute an event of default under our other indebtedness, even if the change of control itself would not cause a default. Important corporate events, such as takeovers, recapitalizations or similar transactions, may not constitute a change of control under the indenture governing the notes and thus not permit the holders of the notes to require us to repurchase or redeem the notes. See "Description of Notes—Offers to Repurchase the Notes—Repurchase of the Notes at the Option of the Holder Upon a Change of Control."

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Fraudulent Transfer Risks—Under certain circumstances, a court could cancel the notes or the guarantees and the security interests that secure the notes and guarantees.

        The issuance of the notes and the guarantees, and the security interests in the assets that secure the notes and guarantees, respectively, may be subject to review under federal or state fraudulent transfer law. If, after the issuance of the notes, the issuer becomes a debtor in a case under the United States Bankruptcy Code or encounters other financial difficulty, a court might avoid (that is, cancel) its obligations under the notes and the pledge of its assets. The court might do so if it found that the issuer:

•

received less than reasonably equivalent value or fair consideration for assuming its obligations under the notes, and



•

either:



•

was or was rendered insolvent,



•

was left with inadequate capital to conduct its business, or



•

intended to incur, or believed or reasonably should have believed that it would incur, debts beyond its ability to pay as they became due.

The court also might avoid the notes, without regard to those factors, if it found that the issuer issued the notes with actual intent to hinder, delay, or defraud its creditors.

        Similarly, if a guarantor becomes a debtor in a case under the Bankruptcy Code or encounters financial difficulty, a court might avoid its guarantee and the pledge of its assets. A court might do so if it found that, when the guarantor issued its guarantee and pledged its assets (or, in some jurisdictions, when payments became due under the guarantee), the conditions as described above were satisfied with respect to the guarantor, or if it found that the subsidiary issued its guarantee and pledged its assets with actual intent to hinder, delay or defraud its creditors.

        In addition, a court could avoid any payment by the issuer or any guarantor pursuant to the notes or its guarantee or any realization on the pledge of assets securing the notes or the guarantees, and require the return of any payment or the return of any realized value to the issuer or guarantor, as the case may be, or to a fund for the benefit of the creditors of the issuer or the guarantor. In addition, under the circumstances described above, a court could subordinate rather than avoid obligations under the notes, guarantees or the pledges.

        A court likely would find that neither the issuer nor any guarantor received reasonably equivalent value or fair consideration for incurring its respective obligations under the notes and guarantees, if it did not benefit directly or indirectly from the notes' issuance.

        The test for determining solvency for purposes of the foregoing will vary depending on the law of the jurisdiction being applied. In general, a court would consider an entity insolvent either if:

•

the sum of its existing debts, including contingent and unliquidated debts, exceeds the fair value of all its property, or



•

its assets' present fair saleable value is less than the amount required to pay the probable liability on its existing debts, including contingent and unliquidated debts, as they become due.

        On the basis of historical financial information, recent operating history and other factors, we believe that neither the issuer, after giving effect to its issuance of the notes and the pledge of its assets, nor any guarantor, after giving effect to its guarantee and the pledge of its assets, will be insolvent, will have unreasonably small capital for the business in which it is engaged, or will intend to incur, or reasonably believe that it will incur, debts beyond its ability to pay as they mature. We cannot

18

assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

Preference Risks—Under certain circumstances, a bankruptcy court could recover payments made under the notes or guarantees.

        If the issuer or a guarantor files a bankruptcy petition within 90 days after it makes a payment under the notes or its guarantee (or 1 year, with respect to a payment made to an "insider" noteholder), the entity filing such petition (or its bankruptcy trustee or estate) may recover such payment as a "preference" under certain circumstances identified in the Bankruptcy Code, to the extent that at the time of such payment the notes or its guarantee, as applicable, was unsecured or undersecured (i.e., secured by collateral which is not sufficient to repay the entire indebtedness).

Risks Relating to this Exchange Offer

Trading Market for New Notes—There is no public trading market for the new notes and an active trading market may not develop for the new notes.

        The old notes are currently eligible for trading in the PORTAL Market, a screen-based market operated by the National Association of Securities Dealers. The PORTAL Market is limited to qualified institutional buyers as defined by Rule 144A of the Securities Act. The new notes are new securities for which there is no established trading market. We do not intend to apply for listing or quotation of the notes on any securities exchange or stock market. Jefferies & Company, Inc. acted as initial purchaser in connection with the offers and sales of the old notes. The initial purchaser has informed us that it intends to make a market in the new notes. However, the initial purchaser is not obligated to do so and it may cease market-making at any time. In addition, the liquidity of the trading market in the new notes, and the market price quoted for the new notes, may be adversely affected by changes in the overall market for high yield securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, we cannot assure you that an active trading market will develop for the new notes.

Consequence of Failure to Tender—Failure to tender your old notes for new notes could limit your ability to resell the old notes.

        The old notes were not registered under the Securities Act or under the securities laws of any state and may not be resold, offered for resale or otherwise transferred unless they are subsequently registered or resold under an exemption from the registration requirements of the Securities Act and applicable state securities laws. If you do not exchange your old notes for new notes under the exchange offer, you will not be able to resell, offer to resell or otherwise transfer the old notes unless they are registered under the Securities Act or unless you resell them, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act. In addition, we will no longer be under an obligation to register the old notes under the Securities Act except in the limited circumstances provided under the registration rights agreement. In addition, if you want to exchange your old notes in the exchange offer for the purpose of participating in a distribution of the new notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Trading Market for Old Notes—The issuance of the new notes may adversely affect the market for the old notes.

        To the extent that old notes are tendered for exchange and accepted in the exchange offer, the trading market for the untendered and tendered but unaccepted old notes could be adversely affected.

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Risks Relating To Our Business

Technological Change—The evolution of technology may decrease the demand for our products and services.

        The technology we use in our operations is rapidly evolving. We could experience delays or difficulties in responding to changing technology, in addressing the increasingly sophisticated needs of our customers or in keeping pace with emerging industry standards. In addition, the cost required to respond to and integrate changing technologies may be greater than we anticipate. If we do not respond adequately to the need to integrate changing technologies in a timely manner, or if the investment required to so respond is greater than anticipated, our business, financial condition, results of operations, cash flow and ability to make payments on the notes may be adversely affected. We remain largely dependent on the distribution of scientific, technical, medical and other scholarly information in printed form. Usage of the Internet and other electronic media continues to grow. We cannot assure you that the acceleration of the trend toward such electronic media will not decrease the demand for our products which could result in lower profits and reduced cash flows.

        Changes in technology could also result in digital printing methods becoming more cost effective for printing short-run publications. If the use of digital printing were expanded in this manner, it could allow smaller printers to compete against us in our specialized market, which could cause a decrease in the demand for our services or could force us to lower our prices to remain competitive. Such a decrease in demand or price could result in decreased profitability and have a material adverse effect on our business, financial condition and results of operations.

Competition—The printing industry is competitive and rapidly evolving, and competition may adversely affect our business.

        The printing industry is extremely competitive. We compete with numerous companies, some of which have greater financial resources than we do. We compete on the basis of ongoing customer service, quality of finished products, range of services offered, distribution capabilities, use of state of the art technology and price. We cannot assure you that we will be able to compete successfully with respect to any of these factors. In certain circumstances, due primarily to factors such as freight rates and customer preference for local services, printers with better access to certain regions of the country may have a competitive advantage in such regions. Our failure to compete successfully could cause us to lose existing business or opportunities to generate new business and could result in decreased profitability, adversely affecting our business.

        In addition, while we do not currently compete with large printing companies in the specialized markets that we serve, large printing companies with much greater resources than ours have from time to time in the past attempted to compete with us in our specialized markets. We cannot assure you that these large printing companies will not compete with us in the future.

Consolidation—Industry consolidation of customers and increased competition for those customers may result in increased expenses and reduced revenue and market position.

        The continuing consolidation of publishing companies has shrunk the pool of available customers. Large publishing companies often have preferred provider arrangements with specific printing companies. As smaller publishing companies are consolidated into the larger companies, the smaller publishing companies are often required to use the printing company with which the acquiring company has established an arrangement. If our customers were to merge or consolidate with publishing companies utilizing other printing companies, we could lose our customers to competing printing companies. If we were to lose a significant portion of our current base of customers to competing printing companies, our business, financial condition, results of operations, cash flow and ability to make payments on the new notes could be materially adversely affected.

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Customer Concentration—The increase in business from a top customer may make our net sales and profitability more sensitive to the loss of such a customer's business.

        One of our top customers is increasing the amount of business that it grants to us relative to our competitors. Because of this increase, our net sales from this customer are growing at a faster rate than net sales from our other customers. In 2002 and 2003 (without giving effect to the Dingley Acquisition), this customer accounted for 10.5% and 12.2%, respectively, of our net sales. In 2004, we expect the net sales attributable to that customer to account for about 12.1% of our net sales without giving effect to the Dingley Acquisition and 8.5% of our net sales after giving effect to the Dingley Acquisition. In addition, as a result of the Dingley Acquisition, we have a customer that would have accounted for 13.3% of our net sales in 2003 if the Dingley Acquisition had been completed in the beginning of 2003. We expect the net sales attributable to that customer to account for about 12.5% of our net sales in 2004. The loss of either of these customers would cause our net sales and profitability to decline. We cannot assure you that net sales to these and our other large customers will not continue to increase as a percentage of our total net sales or that these customers will continue to use our printing services. The loss of any such customer could adversely affect us.

Cost and Availability of Paper and Other Raw Materials—Increases in prices of paper and other raw materials and postal rates could cause disruptions in our services to customers.

        The principal raw material used in our business is paper, which represents a significant portion of our cost of materials. Although we believe that we have been successful in negotiating favorable price relationships with our paper vendors, prices in the overall paper market are beyond our control. Historically, we have generally been able to pass increases in the cost of paper on to our customers. If we are unable to continue to pass any price increases on to our customers, future paper price increases could adversely affect our margins and profits.

        Due to the significance of paper in our business, we are dependent upon the availability of paper. In periods of high demand, certain paper grades have been in short supply, including grades we use in our business. In addition, during periods of tight supply, many paper producers allocate shipments of paper based upon historical purchase levels of customers. Although we generally have not experienced significant difficulty in obtaining adequate quantities of paper, unforeseen developments in the overall paper markets could result in a decrease in the supply of paper and could cause either or both of our revenues or profits to decline.

        We use a variety of other raw materials including ink, film, offset plates, chemicals and solvents, glue, wire and subcontracted components. In general, we have not experienced any significant difficulty in obtaining these raw materials. We cannot assure you, however, that a shortage of any of these raw materials will not occur in the future or will not potentially adversely affect the financial results of our business.

        Our journals and magazines are often mailed, either by us or our customers, to subscribers. As a result, an increase in postal rates may cause our customers to decrease the size and number of their publications. Although we generally have not experienced significant decreases in mailings in the past due to postal rate increases, we cannot assure you that such a decrease will not occur in the future or will not potentially adversely affect the financial results of our business.

Key Employees—Our ability to attract, train and retain executives and other qualified employees is crucial to results of operations and future growth.

        We rely to a significant extent on our executive officers and other key management personnel. There can be no assurance that we will be able to continue to retain our executive officers and key management personnel or attract additional qualified management in the future. In addition, the success of any acquisition by us may depend, in part, on our ability to retain management personnel of

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the acquired companies. There can be no assurance that we will be able to retain such management personnel.

        In addition, to provide high-quality printed products in a timely fashion we must maintain an adequate staff of skilled technicians, including pre-press personnel, pressmen, bindery operators and fulfillment personnel. Accordingly, our ability to maintain and increase our productivity and profitability will depend, in part, on our ability to employ, train and retain the skilled technicians necessary to meet our commitments. From time-to-time:

•

the industry experiences shortages of qualified technicians, and we may not be able to maintain an adequate skilled labor force necessary to operate efficiently;



•

our labor expenses may increase as a result of shortages of skilled technicians; or



•

we may have to curtail our planned internal growth as a result of labor shortages.

        If any of these events were to occur, it could adversely affect our business.

Business Interruption—Our printing facilities may suffer business interruptions which could increase our operating costs, decrease our sales or cause us to lose customers.

        The reliability of our printing facilities is critical to the success of our business. Our facilities might be damaged or interrupted by fire, flood, power loss, telecommunications failure, break-ins, earthquakes, terrorist attacks, war or similar events. Equipment malfunctions, computer viruses, physical or electronic break-ins and similar disruptions might cause interruptions and delays in our printing services and could significantly diminish our reputation and brand name and prevent us from providing services. Although we believe we have taken adequate steps to address these risks, damage to, or unreliability of, our printing facilities could have a material adverse effect on our business, financial condition, results of operations, cash flow and ability to make payments on the new notes.

Research Funding—Decreases in the types and amount of research funding could decrease the demand for our journal printing services.

        In our journal business, we provide printing services primarily to scientific, technical, medical and other scholarly journals. The supply of research papers published in these journals is related to the amount of research funding provided by the federal government and private companies. In the future, the federal government or private companies could decrease the type and amount of funding that they provide for scientific, technical, medical and other scholarly research. A significant decrease in research funding might decrease the number or length of journals that we print for our customers, which would decrease our cash flow and ability to make payments on the new notes.

Labor Relations—Some of our employees belong to labor unions and certain actions by such employees, such as strikes or work stoppages, could adversely affect our operations or cause us to incur costs.

        We employ about 2,170 persons. We have about 144 employees at our Vermont facilities that are members of the local union of the Graphic Communications International Union. The union contract covering these employees expires in April 2007. If unionized employees were to engage in a concerted strike or other work stoppage, or if other employees were to become unionized, we could experience a disruption of operations, higher labor costs or both. We cannot assure you that a strike or other disruption of operations or work stoppage would not have a material adverse effect on our ability to print products for our customers.

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Environmental Matters—Our printing and other facilities are subject to environmental laws and regulations, which may subject us to liability or require us to incur costs.

        We use various materials in our operations which contain substances considered hazardous or toxic under environmental laws. In addition, our operations are subject to federal, state and local environmental laws and regulations relating to, among other things, air emissions, waste generation, handling, management and disposal, waste water treatment and discharge and remediation of soil and groundwater contamination. Permits are required for the operation of certain of our businesses, and these permits are subject to renewal, modification and, in some circumstances, revocation. Our operations also generate wastes which are disposed of off-site. Under certain environmental laws, including the Comprehensive Environmental Response, Compensation and Liability Act, as amended ("CERCLA," commonly referred to as "Superfund") and similar state laws and regulations, we may be liable for costs and damages relating to soil and groundwater contamination at these off-site disposal locations, or at our own facilities. In the past, such matters have not had a material impact on our business or operations. We are not currently aware of any environmental matters that are likely to have a material adverse effect on our business, financial condition, results of operations, cash flow and ability to make payments on the new notes. However, we cannot assure you that such matters will not have such an impact on us. Furthermore, future changes to environmental laws and regulations may give rise to additional costs or liabilities that could have a material adverse impact on us.

Health and Safety Requirements—We could be adversely affected by health and safety requirements.

        We are subject to requirements of federal, state and local occupational health and safety laws and regulations. These requirements are complex, constantly changing and have tended to become more stringent over time. It is possible that these requirements may change or liabilities may arise in the future in a manner that could have a material adverse effect on our business, financial condition, results of operations, cash flow and ability to make payments on the new notes. We cannot assure you that we have been or will be at all times in complete compliance with all those requirements or that we will not incur material costs or liabilities in connection with those requirements in the future.

Intellectual Property—We may not protect our technology effectively, which would allow competitors to duplicate our products and services, or our products and services may infringe on claims of intellectual property rights of third parties.

        Our success and ability to compete depend, in part, upon our technology. Among our significant assets are our proprietary information and intellectual property rights. We rely on a combination of copyright, trademark and patent laws, trade secrets, confidentiality procedures and contractual provisions to protect these assets. Unauthorized use and misuse of our intellectual property could have a material adverse effect on our business, financial condition and results of operations, and there can be no assurance that our legal remedies would adequately compensate us for the damages caused by unauthorized use. In addition, licenses for a number of software products have been granted to us. Some of these licenses, individually and in the aggregate, are material to our business. Although we believe that the risk that we will lose any material license is remote, any loss could have a material adverse effect on our business, financial condition, results of operations, cash flow and ability to make payments on the new notes.

        We do not believe that any of our products, services or activities infringe upon the intellectual property rights of third parties in any material respect. There can be no assurance, however, that third parties will not claim infringement by us with respect to current or future products, services or activities. Any infringement claim, with or without merit, could result in substantial costs and diversion of management and financial resources, and a successful claim could effectively block our ability to use or license products and services or cost us money.

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Additional Capital—We may need additional capital in the future and it may not be available on acceptable terms.

        We may require more capital in the future to:

•

fund our operations;



•

finance investments in equipment and infrastructure needed to maintain and expand our network;



•

enhance and expand the range of services we offer; and



•

respond to competitive pressures and potential strategic opportunities, such as investments, acquisitions and international expansion.

        We cannot assure you that additional financing will be available on terms favorable to us, or at all. The terms of available financing may place limits on our financial and operating flexibility. If adequate funds are not available on acceptable terms, we may be forced to reduce our operations or delay, limit or abandon expansion opportunities. Moreover, even if we are able to continue our operations, the failure to obtain additional financing could reduce our competitiveness as our competitors may provide better maintained networks or offer an expanded range of services.

Consummation of Future Acquisitions—We may not be able to acquire other companies on satisfactory terms or at all.

        Our business strategy includes pursuing acquisitions. Nonetheless, we cannot assure you that we will identify suitable acquisitions or that such acquisitions can be made at an acceptable price. If we acquire additional businesses, those businesses may require substantial capital. Although we will be able to borrow under our working capital facility under certain circumstances to fund acquisitions, we cannot assure you that such borrowings will be available in sufficient amounts or that other financing will be available in amounts and on terms that we deem acceptable. In addition, future acquisitions could result in us incurring debt and contingent liabilities. We cannot assure you that we will be successful in consummating future acquisitions on favorable terms or at all.

Integration of Acquired Businesses—The integration of acquired businesses, including The Dingley Press, may result in substantial costs, delays and other problems.

        Our future performance will depend heavily on our ability to integrate the businesses that we may acquire, including the business of The Dingley Press. To integrate newly acquired businesses, including The Dingley Press, we must integrate manufacturing facilities and extend our financial and management controls and operating, administrative and information systems in a timely manner and on satisfactory terms and conditions. This may be more difficult with respect to significant acquisitions such as the Dingley Acquisition. We may not be able to successfully integrate acquired businesses or realize projected cost savings and synergies in connection with those acquisitions on the timetable contemplated or at all.

        Furthermore, the costs of businesses that we may acquire, including The Dingley Press, could significantly impact our short-term operating results. These costs could include:

•

restructuring charges associated with the acquisitions; and



•

other expenses associated with a change of control, as well as non-recurring acquisition costs including accounting and legal fees, investment banking fees, recognition of transaction-related obligations and various other acquisition-related costs.

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The integration of newly acquired businesses will require the expenditure of substantial managerial, operating, financial and other resources and may also lead to a diversion of management's attention from our ongoing business concerns.

        Finally, although we conduct and intend to conduct what we believe to be a prudent level of investigation regarding the businesses we purchase, in light of the circumstances of each transaction, an unavoidable level of risk remains regarding the actual condition of these businesses. Until we actually assume operating control of such business assets and their operations, we may not be able to ascertain the actual value or understand the potential liabilities of the acquired entities and their operations. Once we acquire a business, we are faced with risks, including:

•

the possibility that we have acquired substantial undisclosed liabilities;



•

the risks of entering markets in which we have limited or no prior experience;



•

the potential loss of key employees or customers as a result of changes in management; and



•

the possibility that we may be unable to recruit additional managers with the necessary skills to supplement the management of the acquired businesses.

We may not be successful in overcoming these risks.

Restatement of the Financial Statements of the Dingley Press—The material weaknesses of the internal accounting controls of The Dingley Press may take substantial time and cost to correct.

        In connection with the Dingley Acquisition, our auditors reaudited The Dingley Press' financial statements as of August 31, 2003 and 2002 and for each of the years ended August 31, 2001, 2002 and 2003 and identified certain matters that they considered to be "material weaknesses" involving internal accounting controls and the operation of such controls, resulting in restatements of those financial statements. The material weaknesses identified at The Dingley Press primarily related to the application of generally accepted accounting principles, including revenue recognition, asset valuation, derivative instruments and stock option accounting. A "material weakness" is a reportable condition in which the design or operation of one or more of the internal control components of the subject company does not reduce to a relatively low risk the possibility of a material error in the financial statements.

        The material weaknesses identified resulted from:

•

The Dingley Press, Inc. management's lack of background and understanding of generally accepted accounting principles related to the identified subjects;



•

differences in interpretation of accounting requirements; and



•

lack of detailed documentation to support certain balances and positions taken.

        The material weaknesses identified require that The Dingley Press' management's knowledge of generally accepted accounting principles and The Dingley Press' disclosure and reporting controls be improved to ensure that accounting and disclosure requirements are followed for external financial reporting purposes. Specifically, in order to address these weaknesses, we have (i) provided education to The Dingley Press's management and staff on generally accepted accounting principles, external financial reporting requirements and disclosures and (ii) initiated the establishment of a financial reporting and disclosure process that ensures all significant business transactions and matters are reviewed, that generally accepted accounting principles are considered and that related financial statement disclosures are provided. For areas where it was determined that The Dingley Press did not have a sufficient level of supporting documentation, changes have been instituted to ensure that the necessary information is developed, reconciled and retained or accounting policies were changed so that certain previously capitalized items are now expensed. Until such time as all of the needed controls are in place and deemed to be operating effectively, we have instituted compensating controls

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such as extensive business performance reviews as well as the performance of additional detailed review procedures by our external auditors.

        We cannot assure you how quickly we will be able to correct these material weaknesses or how much it will cost to correct these material weaknesses. The time and cost associated with correcting these material weaknesses may be substantial.

Principal Stockholders—Our principal stockholders could exercise their influence over us to your detriment.

        As a result of their stock ownership of TSG Holdings Corp., our parent, BRS, JCP and their respective affiliates together beneficially own about 84.8% of TSG Holdings Corp.'s outstanding capital stock. By virtue of their stock ownership and the terms of the securities holders agreement, these entities have significant influence over our management and will be able to determine the outcome of all matters required to be submitted to the stockholders for approval, including the election of our directors and the approval of mergers, consolidations and the sale of all or substantially all of our assets. The interests of BRS and JCP as equity owners of TSG Holdings Corp. may differ from your interests as a noteholder, and, as such, BRS and JCP may take actions which may not be in your interest. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of our equity owners might conflict with your interests as a noteholder. In addition, our equity owners may have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks to you as a holder of the new notes.

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THE BUYOUT TRANSACTIONS

        On August 21, 2003, TSG Holdings Corp., an entity organized by BRS and JCP, purchased 100% of the outstanding capital stock of The Sheridan Group, Inc. from its existing stockholders for total cash consideration of $142.0 million less net debt (as defined in the stock purchase agreement). Pursuant to the stock purchase agreement, the purchase price for the Buyout was adjusted downward following the closing by an amount equal to about $0.7 million to reflect the amount by which our closing adjusted tangible net worth as defined in the stock purchase agreement was below the average of our adjusted tangible net worth over the prior 12 months. This adjustment, combined with other adjustments and direct costs of the Buyout, resulted in cash of $79.9 million being paid to the selling stockholders. The accounting purchase price was $186.6 million, which was comprised of the $79.9 million of cash paid to the selling stockholders, $51.4 million of assumed liabilities and $55.3 million of refinanced debt.

        We funded the acquisition price and the related fees and expenses with the proceeds of the sale of the 2003 Notes and the equity investments in TSG Holdings Corp., our parent, as follows:

•

the purchase by the equity investors of preferred stock and common stock of TSG Holdings Corp. for about $43.7 million in cash and about $3.3 million in securities of The Sheridan Group, Inc. then held by certain of the equity investors;



•

the contribution by TSG Holdings Corp. to the capital of Sheridan Acquisition Corp. of all such cash and securities received by it from the equity investors; and



•

gross proceeds to Sheridan Acquisition Corp. of $103.6 million from the issuance and sale of the 2003 Notes.

        Immediately following the closing of the Buyout and the related financing transactions, Sheridan Acquisition Corp. merged into The Sheridan Group, Inc., which survived the merger and became liable for all obligations under the 2003 Notes. The closing of the sale of the 2003 Notes occurred simultaneously with the closing of the Buyout, our working capital facility and the equity investments made in connection with the Buyout. We refer to the Buyout, the sale of the 2003 Notes, the closing of our working capital facility, the equity investments and the merger collectively as the "Buyout Transactions."

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THE DINGLEY TRANSACTIONS

        On May 25, 2004, The Sheridan Group, Inc., through a newly formed subsidiary, purchased substantially all of the assets and business of The Dingley Press for an aggregate purchase price of $66.9 million. Pursuant to the asset purchase agreement, the purchase price for the Dingley Acquisition will be adjusted following the closing up or down to reflect the amount by which The Dingley Press' closing adjusted working capital (defined in the asset purchase agreement as current assets minus current liabilities) is above or below its average adjusted working capital over the prior 12 months. The Dingley Press' average adjusted working capital over the prior 12 months was $13.6 million. We expect to finalize the purchase price adjustment within 120 days of the closing of the Dingley Acquisition.

        We funded the acquisition price and the related fees and expenses with the proceeds of the sale of the old notes, available cash and equity investments in TSG Holdings Corp., our parent, as follows:

•

the purchase by certain members of management of The Dingley Press of preferred stock and common stock of TSG Holdings Corp. for about $4.0 million in cash;



•

the contribution by TSG Holdings Corp. to the capital of The Sheridan Group, Inc. of all such cash received by it from the equity investors;



•

the use by The Sheridan Group, Inc. of $4.0 million of available cash; and



•

gross proceeds to The Sheridan Group, Inc. of $61.2 million from the issuance and sale of the old notes plus $1.7 million of accrued interest from February 15, 2004.

        The closing of the sale of the old notes occurred simultaneously with the closing of the Dingley Acquisition and the equity investments made in connection with the Dingley Acquisition. We refer to the Dingley Acquisition, the sale of the old notes, the amendment of our working capital facility and the equity investments collectively as the "Dingley Transactions."

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OUR CORPORATE STRUCTURE

        We are a wholly owned subsidiary of TSG Holdings Corp. We have eight operating subsidiaries, including the subsidiary which acquired the assets and business of The Dingley Press. The following chart illustrates our current corporate structure.

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USE OF PROCEEDS

        We will not receive any proceeds from the exchange offer. In consideration for issuing the new notes, we will receive in exchange old notes of like principal amount. The old notes surrendered in exchange for new notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the new notes will not result in any increase in our indebtedness. We have agreed to bear the expenses of the exchange offer. No underwriter is being used in connection with the exchange offer.

        We used the gross proceeds from the sale of the old notes and the equity investments made in connection with the Dingley Transactions, along with available cash:

•

to pay the cash portion of the Dingley Acquisition consideration of approximately $66.9 million;



•

to pay fees and expenses associated with the Dingley Transactions of approximately $4.0 million; and



•

for general corporate purposes.

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CAPITALIZATION

        The following table sets forth our unaudited cash and cash equivalents and unaudited capitalization as of June 30, 2004. The table below should be read in conjunction with "Use of Proceeds," "Selected Historical Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical consolidated financial statements and the related notes included elsewhere in this prospectus.

(1)

The working capital facility provides for borrowings of up to $30.0 million. See "Description of Other Indebtedness—Working Capital Facility."

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

        The following unaudited pro forma condensed consolidated financial statements are presented to illustrate the estimated effects of the Buyout Transactions and the Dingley Transactions on our results of operations. We have derived our historical consolidated financial data for the Predecessor basis period from January 1, 2003 to August 20, 2003 and the Successor basis period from August 21, 2003 to December 31, 2003 from our audited consolidated financial statements and related notes for such year included elsewhere in this prospectus. We have derived the historical consolidated financial data for the six months ended June 30, 2003 and 2004 from our unaudited consolidated financial statements and related notes for such periods included elsewhere in this prospectus. We have derived the historical consolidated financial data for The Dingley Press for the six months ended May 31, 2003 and for the period from January 1, 2004 to May 24, 2004 from the unaudited consolidated financial statements of The Dingley Press, which are not included in this prospectus. The unaudited revenue and net loss of The Dingley Press for the month ended December 31, 2003 was $6,023,061 and $249,048, respectively. We have derived the historical consolidated financial data for The Dingley Press for the twelve months ended November 30, 2003 by taking the audited consolidated financial statements of The Dingley Press for the fiscal year ended August 31, 2003, which have been restated as discussed in Note 1 to such financial statements, and adding financial data from the unaudited consolidated financial statements of The Dingley Press for the three-month period ended November 30, 2003 and subtracting financial data from the unaudited consolidated financial statements of The Dingley Press for the three-month period ended November 30, 2002.

        The unaudited pro forma condensed consolidated balance sheet at June 30, 2004 is not presented, as the Buyout Transactions and Dingley Transactions are already reflected in the historical accounts. The unaudited pro forma condensed consolidated statements of income for the year ended December 31, 2003 and the six months ended June 30, 2003 and 2004 assume that the Buyout Transactions and the Dingley Transactions took place on January 1, 2003, the beginning of our 2003 fiscal year. The information presented in the unaudited pro forma condensed consolidated financial statements is not necessarily indicative of our results of operations that would have occurred if the Buyout Transactions and the Dingley Transactions had been consummated as of the dates indicated, nor should it be construed as being a representation of our future results of operations.

        The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. These adjustments are more fully described in the notes to the unaudited pro forma condensed consolidated financial statements below.

        The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the accompanying notes and assumptions, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical consolidated financial statements, the historical consolidated financial statements of The Dingley Press, the related notes and the other financial information included elsewhere in this prospectus.

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Unaudited Pro Forma Condensed Consolidated Statement of Income
for the Year Ended December 31, 2003

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Statements of Income

33

Unaudited Pro Forma Condensed Consolidated Statement of Income
for the Six Months Ended June 30, 2003