UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

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

For the fiscal year ended December 31, 2003

Commission File Number: 333-50119

AMERICAN LAWYER MEDIA HOLDINGS, INC.

Registrant’s telephone number, including area code: (212) 779-9200
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [   ]

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

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

     Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:

     As of March 23, 2004, 1,320,330 shares of Common Stock, par value $.01 per share, were outstanding, the majority of which was held by U.S. Equity Partners L.P. and its affiliates.

Documents Incorporated by Reference

See Exhibit Index

Table of Contents

EXPLANATORY NOTE

          American Lawyer Media Holdings, Inc. (the “Company”) is not currently required to file reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is not currently an “issuer” within the meaning of the Sarbanes-Oxley Act of 2002. The Company is filing this annual report on Form 10-K pursuant to a covenant contained in the Indenture dated December 22, 1997 between the Company and The Bank of New York, as Trustee, governing the Company’s 12¼% Senior Discount Notes due 2008.

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PART I

Item 1. Business

     Unless the context otherwise requires: (i) “we,” “us,” “our”, “Holdings” or the “Company” refers to American Lawyer Media Holdings, Inc., which is the parent company of American Lawyer Media, Inc. and its subsidiaries; and (ii) “ALM” refers to American Lawyer Media, Inc. and its subsidiaries. References herein to estimated circulation include total paid and free circulation for all of our periodicals. References herein to readership include estimated circulation plus combined pass-along readership unadjusted for any overlap that exists among readers of our various publications.

     This report contains forward-looking statements. Such statements are based upon the beliefs and assumptions of, and on information available to, our management at the time such statements are made. The following are or may constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995: (i) statements preceded by, followed by or that include the words “may,” “will,” “could,” “should,” “believe,” “expect,” “future,” “potential,” “anticipate,” “intend,” “plan,” “estimate” or “continue” or the negative or other variations thereof and (ii) statements regarding matters that are not historical facts. Such forward-looking statements are subject to various risks and uncertainties, including, without limitation, (i) general economic conditions and developments in the legal services industry or the publishing industry, (ii) product demand and pricing, (iii) the success of new initiatives, (iv) increased competition with respect to services we provide and for advertising and subscription revenue, and (v) sufficiency of cash flow to fund our operations.

Company Overview

     We are a leading integrated media company focused on providing content and information-related-services to the legal industry. We publish: national and regional periodicals and newspapers with both general and specialized legal content; books, including hardcover treatises and hard- and soft-cover trade books on a broad array of legal topics; newsletters that cover specialized legal practice areas; and directories used by legal professionals. Online, our web site, www.law.com and its linked web sites, provide legal professionals practice information, classified advertising, continuing legal education (“CLE”) and access to our publications. Our VerdictSearch^® division is a leading source for news and research on verdicts and settlements. Our research division publishes custom and standardized business reports on major law firms and industry trends. Under the LegalTech^® and other tradenames, we produce conferences and tradeshows relating to law practice technology and seminars for lawyers and professionals in related fields.

     Our products and services include:

•		National publications, consisting principally of such nationally-recognized periodicals as The American Lawyer, a monthly magazine containing articles and features targeted to attorneys practicing in large law firms, Corporate Counsel, a leading magazine for corporate in-house attorneys, The National Law Journal, a national weekly legal newspaper, which covers the law, lawyers and litigation, as well as Law Technology News and AmLaw Tech, two leading legal technology magazines, IP Law & Business, a leading specialty magazine focusing on intellectual property, Law Firm Inc., a magazine detailing the management of large law firms, and D&O Advisor, a magazine advising on corporate governance issues.
•		Regional publications, consisting principally of the New York Law Journal, a daily publication with one of the largest paid circulations of regional legal newspapers in the United States, six other daily newspapers serving Atlanta, Philadelphia, San Francisco, Miami, Fort Lauderdale and Palm Beach, and seven weekly regional newspapers serving New Jersey, Massachusetts, Delaware, Texas, Washington, D.C., Connecticut and Pennsylvania. In addition, our regional offices also publish various practice area supplements as well as magazines for general counsel, such as GC Mid-Atlantic, GC New England, GC South and In-House Texas.
•		Books and directories, consisting principally of hardcover treatises, updated regularly, on a broad array of legal topics published by our Law Journal Press imprint, soft- and hardcover trade books on general legal subjects, published by our ALM Publishing imprint, and 8 regional and two national Directories of Expert Witnesses and Consultants as well as directories of law firms and corporate counsel.
•		Newsletters, consisting principally of 25 monthly newsletters covering specialized legal practice areas.
•		LegalTech® and seminars division, consisting principally of conferences and tradeshows relating to law practice technology and law practice management, as well as seminars for lawyers and professionals in related fields.
•		VerdictSearch® division, consisting principally of national, regional, and practice-area-specific verdicts and settlements newsletters, a searchable online database of verdict and settlement research, and a live, telephone, person-to-person

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		research group that fields more than 12,000 requests annually for verdict, settlement and expert witness research.
•		Research division, consisting principally of LegalMarketInfoTM, custom and standardized business reports on major law firms and industry trends.
•		Law.com network, consisting principally of www.law.com and linked web sites, delivering online legal news and information and including an on-line training program which allows attorneys to receive CLE credit.

     We derive our revenues principally from advertising and subscriptions, with additional revenues generated from ancillary products and services, which include our VerdictSearch newsletters, books, research, trade shows and seminars division. For the twelve months ended December 31, 2003, approximately 56% of our revenues were from advertising, 18% were from subscriptions and 26% were from ancillary products and services.

Products and Services

     National publications. The American Lawyer anchors our national magazine portfolio. Founded in 1979, The American Lawyer is a glossy magazine that features stories on the strategies, successes, failures and personalities of the most important figures in the legal world. The target audience for the publication is attorneys practicing in large law firms and corporate legal departments across the United States. The American Lawyer has been the winner of National Magazine awards granted by the American Society of Magazine Editors four times, and has been nominated for 22 such awards since its founding. In addition, in 2003 The American Lawyer won two Jesse H. Neal National Business Journalism Awards and was a finalist in a third category and our Editorial Director, Aric Press, was awarded the McAllister Editorial Fellowship.

     Our other national publications focus on specific practice areas or segments within the legal profession and certain topics applicable to the business of law. Our specialty legal magazines include Corporate Counsel, one of the nation’s most widely circulated magazines focused on issues of importance to in-house lawyers at large and mid-size corporations, and IP Law & Business, which covers developments in intellectual property law. We publish The National Law Journal, a national weekly legal newspaper in the United States. We also publish two leading technology magazines targeted to the legal community, AmLaw Tech and Law Technology News, which focus on information technology and its applications to the practice of law. AmLaw Tech is targeted toward partners at law firms with purchase-making authority and is distributed for free to all readers of The American Lawyer, while Law Technology News is targeted toward attorneys and information services departments in law offices. We also publish L magazine, a law and lifestyle publication for law students, D&O Advisor, a quarterly magazine for corporate directors and officers focusing on corporate governance and legal risk management issues, and Law Firm Inc., a quarterly magazine that addresses the business issues involved in managing large law firms.

     The following is a list of our national publications:

National Publications

     Regional publications. Our regional publications are primarily newspapers and provide news, features, analysis and commentary about the world of law and advocacy. Feature articles and stories covering the local, state and federal courts and law firms are

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supplemented by reports and analyses of cutting-edge legal issues. We are committed to providing high quality and balanced coverage of our local markets. Most of our newspapers serve as the newspaper of record for their respective legal markets. Lawyers look to the newspapers for reports on local court rulings and opinions, as well as information regarding local court dockets.

     As of December 31, 2003, we published sixteen daily and weekly regional newspapers including the New York Law Journal, which has one of the largest paid circulations of any regional legal newspapers in the United States. In the aggregate, our newspapers serve ten state markets, including New York, New Jersey, Pennsylvania, Delaware, Georgia, Florida, Texas, California, Massachusetts and Connecticut, and the District of Columbia, covering approximately 50% of all active attorneys in the United States. Each of our regional newspapers has a significant presence in its respective market. Our regional newspapers also publish a wide range of supplements on various practice specialties. In addition, our regions also publish local magazines, such as the New York Law Journal Magazine, a law and lifestyle publication geared to lawyers in the New York metropolitan area that is primarily distributed with the New York Law Journal. We also publish four publications for in-house attorneys and chief legal officers, GC New England, GC Mid-Atlantic, GC South and In-House Texas, which focus on issues of interest to the region’s corporate counsel.

     The following table sets forth information regarding our regional publications:

Regional Publications

     Books. We currently publish over 150 books on a broad array of legal topics. These books generally focus on practical legal subjects that arise in the daily professional lives of lawyers. Most of our treatises are updated once or twice per year with inserts to keep the material current. We focus on publishing treatises that cover particularly dynamic areas of law that lend themselves to frequent supplementation.

     We also publish soft-cover and hard-cover trade books under the ALM Publishing imprint. As of December 2003, there are

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fourteen titles in this line. These books focus on general legal subjects and contain practical guidance for attorneys, business professionals and business students that does not need to be updated regularly. These books are distributed through us as well as through traditional bookstores.

     We usually develop the concept for a new book and then solicit an author to write the text. However, in certain cases, we have received unsolicited manuscripts which we have ultimately published. Authors who have written books for us include prominent attorneys and judges such as Martin Lipton, Judge Jed Rakoff, James Freund, Henry Miller and James Goodale. The following sets forth our current offering of books:

Books

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     Directories. The Expert Witness and Consultants Division consists of eight regional editions and two national editions, as well as a comprehensive website, www.nljexperts.com, which is the nation’s premier online expert witness directory. These directories are the most comprehensive, useful and recognized resources containing critical information about expert witnesses and consultants, such as resumes/curriculum vitae, areas of expertise, education, professional affiliations, and a brief profile of each expert. Among the division’s publications, with varying frequencies and circulations ranging from 10,000 to 20,000, are the following:

     We also publish a range of directories with information on corporate counsel, attorneys in law firms and technology resources. Our directories include the New York Law Journal Directory of Corporate Counsel for New York, the Minority Law Journal’s Directory of Minority Attorneys, the Law Technology News’ Resource Guide, the Daily Business Review’s Florida Corporate Counsel Pro-Link, The American Lawyer’s Litigator’s Pocket Guide and Corporate Counsel’s Directory of In-House Law Departments at the Top 250 Companies.

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     Newsletters. Our newsletter division publishes 25 monthly newsletters that cover specialized legal practice areas. Circulation for our newsletters ranges from approximately 125 to 1,000, with an average circulation of over 550. The total number of paid subscribers for all newsletters was approximately 9,000 as of December 31, 2003. The following table sets forth our newsletters as of December 31, 2003:

     Trade Shows and Seminars. Under the LegalTech^® tradename, we produce conferences and exhibitions relating to law practice technology in New York and Los Angeles.. The conferences are generally two-day events that include vendor exhibits, a Continuing Legal Education (“CLE”) conference program, and a variety of workshops and focus sessions. Attendees typically include attorneys in private practice, corporate counsel, law firm administrators, managing partners, litigation support and information technology personnel, while exhibitors include a variety of software, hardware, publishing and other technology product related companies. We conduct a number of seminars for lawyers and other professionals in related fields. Our seminars complement our other products and services both by serving as powerful marketing vehicles for our existing books and newsletters, and by generating ideas for new seminars, books and newsletters. Seminars also introduce us to lawyers who may subsequently write articles or books for us. The following table sets forth our seminars and trade shows held in 2003:

     VerdictSearch^® division. VerdictSearch is the nation’s leading publisher of verdict and settlement news and research. VerdictSearch has 3 primary products and services: VerdictSearch publications, which include 12 weekly and monthly newsletters, 7 books and 3 indexes with circulations ranging up to 1,600 paid subscribers, VerdictSearch’s research group, a legal research service that fields over 12,000 requests for research per year, and VerdictSearch.com, a vast, searchable online database of almost 100,000 detailed case reports from around the nation. Verdict Search’s products are:

VerdictSearch Newsletters VerdictSearch California VerdictSearch Employment Law VerdictSearch Florida VerdictSearch Illinois VerdictSearch Medical Malpractice VerdictSearch National VerdictSearch New Jersey VerdictSearch New York VerdictSearch New York Judicial Review of Damages VerdictSearch Pennsylvania VerdictSearch Products Liability VerdictSearch Texas		VerdictSearch Books New York Civil Motion Citator New York Criminal Motion Citator New York Matrimonial Case Citator New York Tort Citator O’Brien’s Evaluator VerdictSearch Products Liability Evaluator VerdictSearch Top 100 VerdictSearch Indexes California Semi-Annual Index New York Semi-Annual Index Texas Semi-Annual Index

     Research division. Our research division’s first effort, LegalMarketInfo^TM (www.legalmarketinfo.com), addresses the market

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research needs of legal business professionals. Products and services include databases of our past and current American Lawyer Media surveys, business reports about major law firms as well as benchmarking reports and custom research.

     Law.com network. Our Law.com network of Web sites (www.law.com) provides direct access to the nation’s foremost legal news and information resources. Law.com connects legal professionals to more than 20 award-winning national and regional legal publications online. Through Law.com’s linked information site, legal professionals can subscribe to online products tailored to their practice specialties, participate in accredited training, conduct national job searches on Lawjobs.com, access VerdictSearch.com, the nation’s most current verdict and settlement database, identify expert witnesses and use LawCatalog.com to purchase research and publications.

Printing and Distribution

     Layouts for our publications are prepared in-house, while our printing and distribution activities are all outsourced.

Competition

     We compete for advertising and subscription revenues with publishers of special-interest legal newspapers and magazines with similar editorial content as well as web sites with comparable content. However, in most of our markets, our newspaper is the only newspaper focused on serving the legal community. We also compete for advertising revenues with other national legal publications, as well as general-interest magazines and other forms of media, including broadcast and cable television, radio, direct marketing and electronic media. Factors that may affect competition for advertisers include effective costs of such advertising compared to other forms of media, and the size and characteristics of the readership of our publications. We also face significant competition from other legal publishers and legal service providers in all media.

Intellectual Property

     We, through our wholly-owned intellectual property subsidiary, ALM Properties, Inc., own a number of registered and unregistered trademarks for use in connection with our business, including trademarks in the titles of our major periodicals such as The American Lawyer, Corporate Counsel, The National Law Journal and New York Law Journal. Provided that trademarks remain in continuous use in connection with similar goods or services, their term can be perpetual, subject, with respect to registered trademarks, to the timely renewal of such registrations with the United States Patent and Trademark Office.

     We approach copyright ownership with respect to our publications in the same manner as is generally customary within the publishing industry. Consequently, we own the copyright to all of our newspapers, magazines and newsletters, as compilations, and also own the copyright to almost all of our books. With respect to the specific articles in our publications, we generally obtain the assignment of all rights, title and interest in original materials created by our full-time journalists and editors as well as by paid and unpaid contributors. For articles authored by outside contributors, we obtain either all rights, title and interest in the article or the exclusive “first-time publication” and non-exclusive republication rights. Judicial opinions, court schedules and docketing information are provided to us directly by the courts, on a non-exclusive basis, and are public information.

     We license the content of certain of our publications to third parties, including West Company and Lexis/Nexis, on a non-exclusive basis, for republication and dissemination on electronic databases marketed by the licensees. The current West Company and Lexis/Nexis licenses expire in December 2004 and April 2006, respectively, and automatically renew, subject to either party’s right to terminate at the end of each subsequent term.

     Some of our products, such as the Daily Decision Service and PICS, which offer subscribers faxed copies on request of both published and unpublished state and federal court opinions for New Jersey and Pennsylvania, respectively, utilize the extensive databases of court decisions compiled by us. We also have extensive subscriber and other customer databases which we believe would be extremely difficult to replicate. We attempt to protect these databases and lists as trade secrets by restricting access thereto and/or by the use of non-disclosure agreements. There can be no assurance, however, that the means taken to protect the confidentiality of these items will be sufficient, or that others will not independently develop similar databases and customer lists.

Employees and Labor Relations

     As of December 31, 2003, we employed approximately 777 full-time and part-time employees. Of these employees, a total of 31 are represented by the New York Typographical Union No. 6, CWA Local 14156, AFL-CIO (the “Union”), in two separate

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bargaining units. The New York Law Journal is currently a party to two separate collective bargaining agreements governing many of the terms and conditions of employment of these employees. Subject to the following, we believe that our relations with our employees are satisfactory.

     On May 21, 2001, based on the results of a secret-ballot election held on May 11, 2001, the National Labor Relations Board (the “NLRB”) certified the Union as the exclusive representative of a unit of certain of our editorial and advertising production department employees at the New York Law Journal. Negotiations over the terms of a collective bargaining agreement took place throughout 2002 and 2003. On August 15, 2003, the parties reached a mutually acceptable agreement that established the terms and conditions of employment for these employees until July 31, 2006. The agreement also resolved an outstanding unfair labor practice charge before the National Labor Relations Board, which was withdrawn by the Union as part of the agreement.

Significant Transactions

     On February 27, 2003, we entered into a waiver and consent with the holders of the 12¾% Senior Discount Notes due 2008 (the “Discount Notes”) which provides for the waiver of cash payment by us of semi-annual interest that was to begin in June 2003. The Discount Notes will now become “cash-pay” in December 2004, with the first interest payment due on June 15, 2005. The Discount Notes will continue to accrete until December 2004, at which time the aggregate principal amount of the Discount Notes will be $80,260,705. Beginning on December 15, 2004, cash interest on the Discount Notes will accrue at the rate of 12.25% per annum. As of March 23, 2004, Bruce Wasserstein, chairman of the board of directors of us and ALM, and certain of his affiliates own approximately 48.9% of the Discount Notes. In addition, as of March 23, 2004, Bruce Wasserstein and certain affiliates own approximately 4.2% of the $175 million 9 3/4% Senior Notes due 2007 issued by ALM.

     On February 27, 2003, the credit agreement for our revolving credit facility with GE Corporate Finance (the “GECC Facility”) was amended to modify the covenants relating to the total leverage ratio, interest coverage ratio and fixed charge ratio until December 2004. These covenants now provide alternative compliance levels and associated incremental interest rates. In addition, the revolving credit agreement for the GECC Facility was amended to allow for the Discount Note transaction described above.

     On December 31, 2003, our wholly-owned subsidiary, The New York Law Publishing Company, acquired the assets, certain liabilities and the business of delivering electronic court calendar information via a product called MA3000 (“MA3000”) from RealLegal, LLC. The purchase price for this acquisition, including direct acquisition costs, totaled $2.2 million. With this acquisition, we recorded $2.7 million of goodwill and $1.3 million of intangibles. We and RealLegal share substantially all of the same common stockholders. The purchase price was determined based on an independent third party valuation undertaken in 2003.

Item 2. Properties

     We operate from various locations throughout the United States. Our corporate headquarters are based in New York. Information relating to our corporate headquarters and other regional offices which are owned or leased is set forth in the following table:

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Item 3. Legal Proceedings

     We are a party to various litigation matters incidental to the conduct of our business. We do not believe that the outcome of any of the matters in which we are currently involved will have a material adverse effect on our financial condition or on the results of our operations.

Item 4. Submission of Matters to a Vote of Security Holders

     None.

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Markets

     The majority of our stock is owned by U.S. Equity Partners, L.P. and its affiliates. There is no public trading market for our common stock.

     We have never paid any cash dividends on our common stock.

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Item 6. Selected Financial Data

     The following table presents selected historical financial information for us, as of and for the years ended December 31, 1999, 2000, 2001, 2002 and 2003. Our financial data for the years ended December 31, 1999, 2000 and 2001 were derived from financial statements audited by Arthur Andersen LLP. Our financial data for the years ended December 31, 2002 and 2003 were derived from financial statements audited by Ernst & Young LLP. The selected financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and notes thereto included elsewhere in this Form 10-K. See “Index to Financial Statements.”

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
(In thousands)

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     The following discussion should be read in conjunction with Selected Financial Data and our audited historical Consolidated Financial Statements, including the notes thereto, included elsewhere in this Form 10-K.

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Overview

     We are a leading integrated media company focused on providing content and information-related-services to the legal industry. We publish: national and regional periodicals and newspapers with both general and specialized legal content; books, including hardcover treatises and hard- and soft-cover trade books on a broad array of legal topics; newsletters that cover specialized legal practice areas; and directories used by legal professionals. Online, our web site, www.law.com and its linked web sites, provide legal professionals practice information, classified advertising, continuing legal education (“CLE”) and access to our publications. Our VerdictSearch^® division is a leading source for news and research on verdicts and settlements. Our research division publishes custom and standardized business reports on major law firms and industry trends. Under the LegalTech^® and other tradenames, we produce conferences and tradeshows relating to law practice technology and seminars for lawyers and professionals in related fields.

     On January 31, 2001, we consummated the acquisition of substantially all of the assets and certain of the liabilities of Haslam Publications (“Haslam”), the leading publisher of jury verdict and settlement research data in California.

     During the second quarter and fourth quarter of 2001, upon the decision to restructure certain of our operations, we accrued approximately $2.0 million of restructuring charges. These charges primarily relate to severance arrangements and have been included in operating income.

     During the second quarter of 2001, we wrote-off certain available for sale investments as the decline in value of these investments has been deemed to be other than temporary. This write-down of $4.7 million has been included in other expense.

     During the third quarter of 2001, we sold certain assets associated with our printing facility in Florida. We included in other expense a net loss of approximately $0.8 million from the sale of these assets and other costs directly associated with the transaction.

     In 2001, we recorded a $1.4 million gain as a component of interest expense related to our interest rate swap because our swap did not qualify for hedge accounting.

     Effective May 1, 2002, we acquired Law.com, a provider of web content and seminars for the legal industry. Prior to our acquisition of Law.com, Law.com’s RealLegal applications services business was spun off to Law.com shareholders as a new entity, RealLegal, LLC. We acquired Law.com through the acquisition of all of the 1,707,790 shares of outstanding common stock of Law.com from its shareholders in exchange for an aggregate of 120,030 shares of our common stock, par value $0.01 per share. We and Law.com share substantially all of the same common stockholders. The amount of consideration was determined based on independent third party valuations undertaken in March 2002 of our equity and of the Web content and seminar business of Law.com. The acquired businesses include practice centers for specialty law practice areas, state Web sites and information sites for in-house counsel, law students and legal technology professionals. The acquisition was accounted for under the purchase method of accounting and the results of operations have been included in the financial statements since the date of acquisition.

     Upon our acquisition of Law.com, we contributed all of the outstanding shares of common stock of Law.com to ALM as a capital contribution. Law.com operates as a subsidiary of ALM.

     During July 2002, ALM’s interest rate swap agreement, which converted the fixed rate interest on ALM’s $175.0 million 93/4% Senior Notes (the “Notes”) to a variable rate interest, was terminated. With the mutual release of this agreement, ALM received a settlement of $500,000. The total net gain for the year ended December 31, 2003, including the termination settlement totaled $421,000 reported in earnings as a component of interest expense because the swap did not qualify for hedge accounting.

     During the third quarter of 2002, we amended an advertising agreement that we had entered into as a result of a barter transaction for equity in 2000. This amendment limited our advertising obligation to advertisements already placed in our publications prior to the amendment. Consideration of equity interest received in the original agreement in exchange for future advertising in our publications was written off as other expense in the prior year. As a result, with the elimination of any future obligation to this advertiser, we recorded in other income $0.9 million, equal to the amount of the reduction in advertising obligation.

     During the fourth quarter of 2002, we completed our annual impairment review under the new accounting rules for goodwill and other intangible assets which was adopted January 1, 2002. As a result of our review, we recorded an impairment for goodwill and

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our trademark intangible, all of which was generated from our acquisition of Law.com. The impairment totaled $19.5 million and is reflected as a component of operating expense in our Consolidated Statement of Operations for 2002.

     During the fourth quarters of 2002 and 2003, we recorded a loss of $0.3 million and $0.2 million, respectively, related to the sublease of our excess building space at our corporate headquarters at a rate lower than our lease term. This loss is reflected as a component of other expenses in our Consolidated Statement of Operations for 2002 and 2003.

     In the second quarter of 2003, we included in depreciation, amortization and other charges a $1.5 million adjustment to write-off certain leasehold improvements and furniture relating to office space abandoned. The lease was obtained in connection with our acquisition of Law.com on May 1, 2002.

     GAAP refers to accounting principles generally accepted in the United States of America. Throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), management discusses financial measures in accordance with GAAP and also on a non-GAAP basis. All references in this MD&A to EBITDA (earnings before income taxes, depreciation, amortization and other charges) (“EBITDA”) are to a non-GAAP financial measure. EBITDA for prior years has been restated to conform to this definition. For comparative purposes, we excluded from EBITDA in 2002, the impairment charge recorded in that period. We believe that the use of non-GAAP financial measures enables us and investors to evaluate, and compare from period to period, the results from ongoing operations in a more meaningful and consistent manner. Reconciliations of GAAP to non-GAAP financial measures are included on page 22.

     The following table presents the results of operations (in thousands) for the years ended December 31, 2001, 2002 and 2003.

Results of Operations

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

     Overview. Total revenues increased $3.4 million, or 2.5%, from $132.9 million for the year ended December 31, 2002 to $136.3 million for the year ended December 31, 2003. Total operating expenses decreased $25.4 million, or 17.4%, from $146.4 million for the year ended December 31, 2002 to $121.0 million for the year ended December 31, 2003. As a result, operating income increased $28.7 million from a loss of $13.5 million for the year ended December 31, 2002 to a profit of $15.2 million for the year ended December 31, 2003. EBITDA increased $6.1 million, or 27.0%, from $22.9 million for the year ended December 31, 2002 to $29.0 million for the year ended December 31, 2003. Net loss totaled $14.5 million for the year ended December 31, 2003 as compared to a net loss of $25.8 million for the year ended December 31, 2002.

     Revenues. Revenues increased $3.4 million, or 2.5%, from $132.9 million for the year ended December 31, 2002 to $136.3 million for the year ended December 31, 2003. Revenue growth for the year ended December 31, 2003 compared to the year ended December 31, 2002 reflects revenues recorded in our Law.com subsidiary of $4.9 million as compared to $3.0 million for the year

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ended December 31, 2002. In addition, the results for the year ended December 31, 2003 include revenues from Law.com for the entire period, while the results for Law.com for the year ended December 31, 2002 only include revenues subsequent to the May 1, 2002 acquisition date. For the year ended December 31, 2003 compared to the year ended December 31, 2002, revenues increased in all categories except barter transactions where we exchanged advertising services for an equity interest in certain companies, along with a decrease in classified advertising and newsletter revenues.

     Advertising revenues remained flat at $76.7 million for the year ended December 31, 2003 compared to the year ended December 31, 2002. Higher revenues were recorded in display (excluding barter transactions), law firm, legal notice and directory advertising of $1.0 million, $0.6 million, $0.2 million and $0.3 million, respectively, for the year ended December 31, 2003 as compared to the year ended December 31, 2002. The increase in the above-mentioned categories resulted primarily from increased volume in certain of our print publications along with higher revenues in our Law.com subsidiary. The results for the year ended December 31, 2003 include Law.com revenues for the entire period, while the results for the year ended December 31, 2002 only include revenues subsequent to the May 1, 2002 Law.com acquisition date. These increases were partially offset by $1.0 million of advertising revenues recorded in the year ended December 31, 2002 associated with certain barter transactions where we exchanged advertising services for an equity interest in certain companies with no like revenue recorded during the same period in 2003. In addition, classified advertising revenues showed year-over-year declines of $1.1 million, primarily in attorney help wanted advertising as our publications continued to reflect the fact that law firms have not increased their hiring needs.

     Subscription revenues increased $0.9 million, or 4.0%, from $23.8 million for the year ended December 31, 2002 to $24.7 million for the year ended December 31, 2003. Subscription revenue in the print publications increased $0.6 million resulting from our increased investments in marketing and an increase of $0.4 million resulting from the acquisition of Law.com.

     Revenues from ancillary products and services increased $2.4 million, or 7.4%, from $32.5 million for the year ended December 31, 2002 to $34.9 million for the year ended December 31, 2003. The increase in revenues resulted primarily from higher sales of reprints, royalty and licensing fees, book sales and phone and web research revenue. This growth resulted as we increased our sales force and included new products in both our royalty licensing contracts and database for phone and web searches. In addition, book sales grew as we increased our direct marketing efforts. These increases were partially offset by lower newsletter sales as we discontinued several of our lower margin newsletters.

     Operating expenses. Total operating expenses declined $25.4 million, or 17.4%, from $146.4 million for the year ended December 31, 2002 to $121.0 million for the year ended December 31, 2003. Excluding the $19.5 million goodwill and intangible impairment charge related to our acquisition of Law.com, lower operating expenses were realized during the year ended December 31, 2003 as compared to the year ended December 31, 2002, primarily through lower production and distribution expenses, editorial expenses and general and administrative expenses resulting from savings from our cost containment and restructuring efforts in 2002, as well as a decrease in depreciation and amortization expense. These savings were partially offset by an increase in selling expenses of $0.8 million, primarily attributable to Law.com. In addition, the results for the year ended December 31, 2003 include Law.com’s expenses for the entire period, while the results for Law.com for the same period in 2002 only include expenses subsequent to the May 1, 2002 acquisition date.

     Editorial expenses decreased $0.7 million, or 3.3%, from $21.4 million for the year ended December 31, 2002 to $20.7 million for the year ended December 31, 2003. The decrease in editorial expenses primarily resulted from realized savings in salaries and related taxes and employee benefits from restructuring efforts initiated in 2002. These decreases were partially offset by an increase in outside editorial costs in our print publications.

     Production and distribution expenses decreased $2.4 million, or 8.5%, from $27.3 million for the year ended December 31, 2002 to $24.9 million for the year ended December 31, 2003. These decreases were due primarily from lower paper, printing, fulfillment and other production costs, a decrease in salaries and related taxes and employee benefits and other realized savings from our cost containment and restructuring efforts initiated in 2002. In addition, book production costs decreased primarily attributable to an increase in 2002 of our inventory reserve for our planned destruction of obsolete book inventory as we move toward a print on demand inventory model. These decreases were partially offset by an increase in trade show and seminar production costs directly related to an increase in related revenue.

     Selling expenses increased $0.8 million, or 2.9%, from $26.5 million for the year ended December 31, 2002 to $27.3 million for the year ended December 31, 2003. Law.com’s selling expenses increased $1.7 million, which includes expenses for the year ended December 31, 2003. While the results for Law.com for the same period in 2002 includes expenses subsequent to the May 1, 2002 acquisition date. In addition, our print publications had increases in direct mail costs, salaries and related taxes and employee

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benefits and in consulting and outside service costs. These increases were partially offset by expense reductions as our national sales force shifted and increased their efforts in selling online products for Law.com.

     General and administrative expenses decreased $1.4 million, or 4.0%, from $35.2 million for the year ended December 31, 2002 to $33.8 million for the year ended December 31, 2003. This decrease resulted primarily from lower salary and related taxes and employee benefits, lower legal fees, a net reduction in our provision for uncollectible accounts due to an improvement in our accounts receivable aging performance, lower management consulting and professional fees and other realized savings from our cost containment and restructuring efforts initiated in 2002. These decreases were partially offset by an increase in other taxes.

     Depreciation and amortization expenses decreased $2.2 million, or 13.5%, from $16.5 million for the year ended December 31, 2002 to $14.3 million for the year ended December 31, 2003. This decrease resulted primarily from lower amortization and depreciation expense recorded during the year ended December 31, 2003 as compared to the year ended December 31, 2002 due to certain non-compete and other intangible assets and certain capital assets being fully amortized or depreciated by the end of 2002. This was partially offset by an adjustment to write-off $1.5 million of leasehold improvements and furniture related to office space abandoned during a prior quarter. The lease was obtained in connection with our acquisition of Law.com on May 1, 2002.

     Operating income. As a result of the above factors, our operating income increased $28.7 million, from a $13.5 million loss for the year ended December 31, 2002 to a $15.2 million profit for the year ended December 31, 2003.

     Interest expense. Total interest expense increased $1.6 million, from $26.4 million for the year ended December 31, 2002 to $28.0 million for the year ended December 31, 2003. This increase was primarily due to an increase in the average carrying balance on our revolving credit facility with GECC, a higher average interest rate and increased amortization of the deferred financing charge on our GECC revolving credit facility for the year ended December 31, 2003 as compared to the year ended December 31, 2002. Partially offsetting these increases was a reduction of interest expense of $0.4 million related to a gain recorded on our outstanding interest rate swap agreement in 2002.

     Other expense. Other expense totaled $0.5 million the year ended December 31, 2003 as compared to other income of $0.4 million for the year ended December 31, 2002. In 2003, we recorded $0.4 million in expenses from an unsuccessful acquisition attempt and $0.2 million in expenses from a loss we recorded in the fourth quarter of 2003 related to the sublease of our excess building space at our corporate headquarters at a rate lower than our lease term. During the third quarter of 2002, we amended an existing advertising agreement, which limited our advertising obligation to advertisements already placed in our publications prior to the amendment. In exchange for the future advertising, we had previously received an equity interest in the advertiser. This equity interest was written off as other loss in 2001. As a result, with the elimination of any future obligation to this advertiser, we recorded in 2002 in other income $0.9 million, equal to the amount of the reduction in advertising obligation with no like income recorded in 2003. Partially offsetting this income in 2002 was a loss of $0.1 million, recorded in the second quarter of 2002, for the write-off of the remaining unamortized deferred financing costs resulting from the payoff of our old revolving line of credit. During the fourth quarter of 2002, we also recorded a loss of $0.3 million related to the sublease of our excess building space at our corporate headquarters at a rate lower than our lease term.

     Income tax benefit. Income tax benefit decreased $15.0 million for the year ended December 31, 2003 as compared to the year ended December 31, 2002. Income tax benefit for 2002 and 2003 reflects the tax effect of the pretax loss recognized for those periods.

     Net loss. As a result of the above factors, our net loss narrowed $11.3 million from a loss of $25.8 million for the year ended December 31, 2002 to a net loss of $14.5 million for the year ended December 31, 2003.

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

     The financial results for the year ended December 31, 2002, include the acquisition of Law.com on May 1, 2002, since the date of acquisition.

     Overview. Total revenues decreased $12.9 million, or 8.8%, from $145.8 million for the year ended December 31, 2001 to $132.9 million for the year ended December 31, 2002. Total operating expenses decreased $5.3 million, or 3.5%, from $151.7 million for the year ended December 31, 2001 to $146.4 million for the year ended December 31, 2002. As a result, the operating loss increased $7.6 million from a loss of $5.9 million for the year ended December 31, 2001 to a loss of $13.5 million for the year ended December 31, 2002. EBITDA increased $4.3 million, or 23.1%, from $18.6 million for the year ended December 31, 2001 to

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$22.9 million for the year ended December 31, 2002. Net loss totaled $25.8 million for the year ended December 31, 2002 as compared to a net loss of $19.6 million for the year ended December 31, 2001.

     Revenues. Revenues decreased $12.9 million, or 8.8%, from $145.8 million for the year ended December 31, 2001 to $132.9 million for the year ended December 31, 2002. Advertising revenues decreased $8.5 million, or 10.0%, from $85.2 million for the year ended December 31, 2001 to $76.7 million for the year ended December 31, 2002. Revenue declines for the year ended December 31, 2002 compared to the year ended December 31, 2001 reflect the impact of the continued economic slowdown within the advertising industry which has resulted in reduced advertising revenues, book and newsletter revenues, and declines in sponsorship and attendance revenue from seminars and trade shows. In addition, due to the sale of our Florida printing operations during the third quarter of 2001, no commercial printing revenue was recorded in 2002 as compared to $1.4 million in 2001. Due to our acquisition of Law.com, our licensing agreement with it was terminated, resulting in lower royalty fees and the elimination of editorial content fees of $1.5 million. This decrease in content fees was partially offset by revenues recorded in our Law.com subsidiary.

     Advertising revenues decreased $8.5 million, or 10.0% from $85.2 million for the year ended December 31, 2001 to $76.7 million for the year ended December 31, 2002. The decline in advertising revenues primarily resulted from a decrease in display, classified, and legal notice advertising resulting from the continuation of the depressed advertising environment experienced throughout 2001 and 2002. Display and classified advertising were the largest contributors to this decline with a decrease of $5.1 million, or 19.6%, and $3.8 million, or 16.7%, respectively. In both periods, display advertising revenue includes revenue related to certain barter transactions in which we exchanged advertising services for an equity interest in certain companies. Revenues associated with these transactions decreased from $5.4 million for the year ended December 31, 2001 to $2.0 million for the year ended December 31, 2002. In addition, declines in display and classified advertising revenues occurred across virtually all of our publications. The reduction in classified advertising revenue is directly attributable to the reduction of attorney help wanted advertising due to fewer jobs being available due to the poor economic climate. Legal notice advertising revenues also declined $0.8 million, or 3.7%. Partially offsetting these declines were strong growth in our directory revenues, which grew $1.2 million, or 69.3%, from $1.8 million for the year ended December 31, 2001 to $3.0 million for the year ended December 31, 2002. This increase resulted primarily from growth in our expert witness and corporate counsel divisions and also from the acquisition of Law.com.

     Subscription revenues increased $0.6 million, or 2.3%, from $23.2 million for the year ended December 31, 2001 to $23.8 million for the year ended December 31, 2002. An increase of $0.7 million resulted from the acquisition of Law.com. This increase was partially offset by a decrease of $0.1 million in the remaining publications.

     Revenues from ancillary products and services decreased $5.0 million, or 13.2%, from $37.4 million for the year ended December 31, 2001 to $32.4 million for the year ended December 31, 2002. The decline in revenues from ancillary products and services resulted primarily from a decline of trade show and seminar revenues of $2.0 million, or 27.6%, due to lower attendance in 2002 shows and seminars, fewer show sponsorships and the reduction in the total number of shows in 2002, lower commercial printing revenues in 2002 of $1.4 million due to the sale of our Florida printing operations in the third quarter of 2001, a decline of $1.7 million in royalty fees and the elimination of editorial content fees due to the acquisition of Law.com and fewer book and newsletter sales. These decreases were partially offset by increases in other royalties and in phone and web search revenue.

     Operating expenses. Total operating expenses declined $5.3 million, or 3.5%, from $151.7 million for the year ended December 31, 2001 to $146.4 million for the year ended December 31, 2002. The majority of our expense categories experienced year-over-year reductions due to our continued cost containment efforts. However, marketing expense related to circulation increased due to the acquisition of Law.com and also due to our marketing efforts to maintain our subscription base. During the fourth quarter of 2002, we completed our annual impairment review under the new accounting rules for goodwill and other intangible assets effective January 1, 2002. As a result of our review, we recorded an impairment for goodwill and our trademark intangible, all of which was generated from our acquisition of Law.com. The impairment totaled $19.5 million and is reflected as a component of operating expenses in our Consolidated Statement of Operations for 2002. Lower operating expenses during the year ended December 31, 2002 as compared to the year ended December 31, 2001 were primarily realized in editorial, production and distribution, selling, and general and administrative expenses resulting from decreased revenues, continued cost containment efforts, lower year-over-year restructuring costs, cumulative savings from our restructuring efforts and the discontinuation of goodwill amortization. These decreases were partially offset by increases in operating expenses due to the acquisition of Law.com.

     Editorial expenses decreased $1.6 million, or 6.9%, from $23.0 million for the year ended December 31, 2001 to $21.4 million for the year ended December 31, 2002. The decrease in editorial expenses primarily resulted from restructuring in 2001 and 2002,

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continued cost containment efforts and expense reductions directly related to the decreased revenue from our licensing and research division. These decreases were partially offset by editorial expenses in 2002 at Law.com of $0.6 million with no like costs incurred in 2001. In addition, our expert witness and litigation services division’s editorial expenses experienced increases that were directly related to increases in related revenues.

     Production and distribution expenses decreased $3.5 million, or 11.4%, from $30.8 million for the year ended December 31, 2001 to $27.3 million for the year ended December 31, 2002. Lower production and distribution expenses resulted primarily from the sale of the Florida commercial printing operations during the third quarter of 2001. Other reductions included lower printing and paper expenses due to favorable pricing from renegotiated contracts, reduced volume directly related to the decline in revenues and other cost containment efforts. In addition, there were decreases in trade show and seminar production costs that were due to our cancellation of some trade shows and seminars in the fourth quarter of 2002. These decreases were partially offset by $0.8 million of production and distribution expenses at Law.com and also by an increase in our book inventory reserve for planned destruction of obsolete book inventory as we move toward a print on demand system.

     Selling expenses decreased $1.9 million, or 6.7%, from $28.4 million for the year ended December 31, 2001 to $26.5 million for the year ended December 31, 2002. The decrease in selling expenses is primarily attributable to lower expenses directly related to the decline in display and classified revenues and cost containment efforts for the year ended December 31, 2002. These declines primarily consisted of salaries and related benefits costs, the discontinuance of costs to place classified advertising on Law.com and other general marketing cost reductions. These declines were partially offset by increases in our international operations selling efforts, an increase in direct mail efforts and $1.7 million in Law.com selling expenses.

     General and administrative expenses decreased $4.4 million, or 11.1%, from $39.6 million for the year ended December 31, 2001 to $35.2 million for the year ended December 31, 2002. The decrease resulted primarily from a year-over-year decrease in restructuring charges, salaries and related payroll tax expenses due to a reduction in headcount along with a reduction in incentive compensation and other employee benefits. In addition, lower legal fees were incurred from less litigation and higher insurance refunds for legal fees previously incurred. These decreases were partially offset by increased provisions for uncollectible receivables, increased management consulting and other professional fees and increased banking and cash management fees. Also, during 2002, general and administrative costs for Law.com totaled $1.8 million with no like costs in 2001.

     Depreciation and amortization expenses decreased $13.4 million, or 44.8%, from $29.9 million for the year ended December 31, 2001 to $16.5 million for the year ended December 31, 2002. This decline primarily resulted from the elimination of amortization of goodwill in 2002 resulting from the implementation of SFAS No. 142, “Goodwill and Other Intangible Assets.” Depreciation expenses increased $0.8 million for 2002 compared to 2001. Higher depreciation expenses for 2002 resulted primarily from capital assets acquired due to the acquisition of Law.com in the second quarter of 2002.

     Interest expense. Total interest expense increased $1.4 million, from $25.0 million for the year ended December 31, 2001 to $26.4 million for the year ended December 31, 2002. In 2001, we recorded a $1.4 million gain as a component of interest expense related to our interest rate swap as compared to a gain of $0.4 million for the year ended December 31, 2002. In addition, we recorded additional amortization of the deferred financing charge on our GECC revolving credit facility in 2002. Partially offsetting these increases was a reduction in interest on the revolving credit facility due to lower average interest rates.

     Operating loss. As a result of the above factors, our operating loss increased $7.6 million, from a $5.9 million loss for the year ended December 31, 2001 to a $13.5 million loss for the year ended December 31, 2002.

     Other income. Other income increased $5.8 million, from a loss of $5.4 million for the year ended December 31, 2001, to income of $0.4 million the year ended December 31, 2002. During the third quarter of 2002, we amended an existing advertising agreement, which limited our advertising obligation to advertisements already placed in our publications prior to the amendment. In exchange for the future advertising, we had previously received an equity interest in the advertiser. This equity interest was written off as other loss in 2001. As a result, with the elimination of any future obligation to this advertiser, we recorded in 2002 in other income $0.9 million, equal to the amount of the reduction in advertising obligation with no like income recorded in 2001. Partially offsetting this income in 2002 was a loss of $0.1 million, recorded in the second quarter of 2002, for the write-off of the remaining unamortized deferred financing costs resulting from the payoff of our old revolving line of credit. During the fourth quarter of 2002, we recorded a loss of $0.3 million related to the sublease of our excess building space at our corporate headquarters at a rate lower than our lease term. During the second quarter of 2001, we wrote-off certain available for sale investments as the decline in value of these investments has been deemed to be other than temporary. This write-down of $4.7 million has been included in other expense with no like expense in 2002. During the third quarter of 2001, we sold certain assets associated with our printing facility in Florida.

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We included in other expense a net loss of approximately $0.8 million from the sale of these assets and other costs directly associated with the transaction.

     Income tax benefit. Income tax benefit decreased $2.9 million for the year ended December 31, 2002 as compared to the year ended December 31, 2001. Income tax benefit for 2001 and 2002 reflects the tax effect of the pretax loss recognized for those periods.

     Net loss. As a result of the above factors, our net loss increased $6.2 million from a loss of $19.6 million for the year ended December 31, 2001 to $25.8 million for the year ended December 31, 2002.

Operating Segments

     Operating segments represent components of our business that are evaluated regularly by our chief operating decision makers in assessing performance and resource allocation. We have determined that our reportable segments consist of our regional newspapers (the “Regional Newspapers”), national businesses (the “National Businesses”) and our online business, Law.com (“Online”). We have also reflected unallocated costs related to our corporate and administrative functions as a separate unit (“Corporate”) so as not to distort our other segments.

     For the years presented herein, the Regional Newspapers are comprised of the following: New York Law Journal; The National Law Journal; and fifteen other daily and weekly regional newspapers. The economic characteristics, products, services, production processes, customer type and distribution methods are substantially similar.

     The National Businesses are comprised of the following: our magazine group which includes The American Lawyer and eight other magazines; our newsletters, our hard and soft cover books; our trade shows and seminars; our licensing and syndication business; our litigation services division, our international operations and our MA3000 business. These businesses share substantially the same customer type and geographic regions.

     Online is administered by Law.com and consists primarily of web content, seminars and practice areas.

     Corporate is comprised of: unallocated costs relating to our administrative offices, which include executive management, legal, human resources, accounting, information systems, business development, office services, government affairs and public relations. In addition, Corporate includes us, ALM and ALM Properties, Inc., one of our subsidiaries.

Regional Newspapers

Year Ended December 31, 2003 Compared to the Year Ended December 31, 2002

     Revenues. Revenues for our Regional Newspapers decreased $1.4 million, or 1.6%, from $87.0 million for the year ended December 31, 2002 to $85.6 million for the year ended December 31, 2003. Advertising revenues in our Regional Newspapers decreased $2.1 million, or 3.5%, from $58.1 million for the year ended December 31, 2002 to $56.0 million for the year ended December 31, 2003. The decrease was due primarily to lower classified advertising revenues of $1.6 million primarily in attorney help wanted advertising as our publications continue to experience the effects of a weak economy. In addition, advertising revenue decreased $0.7 million associated with certain barter transactions where we exchanged advertising services for an equity interest in certain companies. Law firm advertising also decreased $0.3 million. These decreases were partially offset by increases in display and legal notice advertising revenues of $0.6 million, subscription revenues of $0.4 million, royalty and licensing fees of $0.2 million and sales of reprints of $0.1 million for the year ended December 31, 2003 as compared to the year ended December 31, 2002.

     Operating expenses. Total operating expenses for our Regional Newspapers declined $3.1 million, or 5.1%, from $61.3 million for the year ended December 31, 2002 to $58.2 million for the year ended December 31, 2003. Cost of goods sold decreased primarily due to lower paper, printing, fulfillment and other production costs resulting from realized savings from our continued cost containment efforts. Selling costs decreased due to lower print and radio advertising expenses. General and administrative expenses decreased primarily due to lower allocated corporate overhead expenses as our overall corporate expenses declined. This decrease was realized from corporate expense reductions resulting from continued cost containment and also from restructuring efforts initiated in 2002. Salary and related taxes and employee benefits also declined due to restructuring efforts in 2002.

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     Operating income. Operating income for our Regional Newspapers increased $1.8 million from $25.7 million for the year ended December 31, 2002 to $27.5 million for the year ended December 31, 2003. EBITDA increased $1.7 million, or 6.2%, from $26.5 million for the year ended December 31, 2002 to $28.1 million for the year ended December 31, 2003.

Year Ended December 31, 2002 Compared to the Year Ended December 31, 2001

     Revenues. Revenues for our Regional Newspapers decreased $8.2 million, or 8.6%, from $95.2 million for the year ended December 31, 2001 to $87.0 million for the year ended December 31, 2002. Advertising revenues in our Regional Newspapers decreased $7.0 million, or 10.8%, from $65.1 million for the year ended December 31, 2001 to $58.1 million for the year ended December 31, 2002. Revenue declines for the year ended December 31, 2002 compared to the year ended December 31, 2001 reflect the impact of the continued economic slowdown within the advertising industry, which has resulted in reduced advertising revenues primarily within the classified and display advertising categories. In addition, due to the sale of our Florida printing operations during the third quarter of 2001, no commercial printing revenue was recorded in 2002 as compared to $1.4 million in 2001. These decreases were partially offset by an increase in our Pennsylvania newspapers’ royalty revenue due to a more favorable contract, which began in late 2001.

     Operating expenses. Total operating expenses for our Regional Newspapers declined $7.4 million, or 10.8%, from $68.7 million for the year ended December 31, 2001 to $61.3 million for the year ended December 31, 2002. The majority of our expense categories experienced year-over-year reductions due to reductions in cost of goods sold directly related to revenue declines, our continued cost containment efforts and our restructuring efforts in 2001 and 2002. Partially offsetting these declines were an increase in circulation costs as we continue to focus on maintaining and growing our subscription base.

     Operating income. Operating income for our Regional Newspapers decreased $0.8 million from $26.5 million for the year ended December 31, 2001 to $25.7 million for the year ended December 31, 2002. EBITDA decreased $1.0 million, or 3.6%, from $27.5 million for the year ended December 31, 2001 to $26.5 million for the year ended December 31, 2002.

National Businesses

Year Ended December 31, 2003 Compared to the Year Ended December 31, 2002

     Revenues. Revenues for our National Businesses increased $2.8 million, or 6.6%, from $43.0 million for the year ended December 31, 2002 to $45.8 million for the year ended December 31, 2003. Advertising revenues for our National Businesses increased $1.0 million, or 6.1%, from $16.8 million for the year ended December 31, 2002 to $17.8 million for the year ended December 31, 2003. Display advertising revenue associated with certain barter transactions where we exchanged advertising services for an equity interest in certain companies declined $0.3 million. This decrease was offset by increases in law firm and directory advertising revenues as well as subscription revenues. In addition, ancillary revenues increased $1.6 million due primarily to higher sales of reprints, higher book sales, increases in phone and web research revenue in our litigation services business and increased licensing revenue. This was partially offset by decreases in newsletter revenue and seminar and trade show revenue.

     Operating expenses. Total operating expenses for our National Businesses declined $1.3 million, or 3.4%, from $37.3 million for the year ended December 31, 2002 to $36.0 million for the year ended December 31, 2003. Cost of goods sold decreased due primarily to lower printing and production costs resulting from our continued cost containment efforts. Selling expenses decreased due to continued cost containment efforts realized and expense reductions as our national sales force shifted and increased their efforts in selling online products for Law.com. In addition, selling expenses decreased due to lower allocated corporate overhead expenses. This decrease resulted from corporate expense reductions realized from continued cost containment and also from restructuring efforts initiated in 2002. Salaries and related taxes and employee benefits also decreased in both cost of goods sold and selling due to our restructuring efforts initiated in 2002. These decreases were partially offset by increases in direct mail efforts, due to our decision to invest additional resources in marketing in 2003 and also due to increases in contributing editor and research expenses.

     Operating income. Operating income for our National Businesses increased $4.1 million from $5.6 million for the year ended December 31, 2002 to $9.7 million for the year ended December 31, 2003. EBITDA increased $4.1 million, or 72.6%, from $5.7 million for the year ended December 1, 2002 to $9.8 million for the year ended December 31, 2003.

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Year Ended December 31, 2002 Compared to the Year Ended December 31, 2001

     Revenues. Revenues for our National Businesses decreased $7.6 million, or 15.1%, from $50.6 million for the year ended December 31, 2001 to $43.0 million for the year ended December 31, 2002. Advertising revenues for our National Businesses decreased $3.4 million, or 16.7%, from $20.2 million for the year ended December 31, 2001 to $16.8 million for the year ended December 31, 2002. Revenue declines for the year ended December 31, 2002 compared to the year ended December 31, 2001 reflect the impact of the continued economic slowdown within the advertising industry that has resulted in reduced advertising revenues primarily within the display advertising category. In addition, seminar and trade show revenue decreased $2.5 million primarily due to declines in sponsorship and attendance revenues from seminars and trade shows. Other revenue declined due to a reduction of $1.7 million in royalty fees and the elimination of editorial content fees due to the acquisition of Law.com.

     Operating expenses. Total operating expenses for our National Businesses declined $6.3 million, or 14.5%, from $43.6 million for the year ended December 31, 2001 to $37.3 million for the year ended December 31, 2002. The majority of our expense categories experienced year-over-year reductions due to reductions in cost of goods sold directly related to the revenue declines, our continued cost containment efforts and our restructuring efforts in 2001 and 2002. Partially offsetting these declines was an increase in circulation costs as we continue to focus on maintaining and growing our subscription base.

     Operating income. Operating income for our National Businesses decreased $1.4 million from $7.0 million for the year ended December 31, 2001 to $5.6 million for the year ended December 31, 2002. EBITDA decreased $1.5 million, or 21.0%, from $7.2 million for the year ended December 1, 2001 to $5.7 million for the year ended December 31, 2002.

Online

Year Ended December 31, 2003 Compared to the Year Ended December 31, 2002

     Our online business consists primarily of Law.com, a provider of web content and seminars for the legal industry whose businesses include practice centers for specialty law practice areas, state web sites and information sites for in-house counsel and legal technology professionals. Total revenues for Online for the year ended December 31, 2003 totaled $4.9 million, or 3.6%, of our revenues. As we acquired Law.com in May 2002, we do not have comparable year-over-year results for this segment. Operating expenses for Online totaled $9.1 million for the year ended December 31, 2003. As a result, the operating loss for Online was $4.3 million and EBITDA loss was $2.0 million for the year ended December 31, 2003. Included in operating expenses for the year ended December 31, 2003 is a $1.5 million charge to depreciation, amortization and other charges to write-off leasehold improvements and furniture relating to office space abandoned during a prior quarter. The lease was obtained in connection with our acquisition of Law.com.

Year Ended December 31, 2002 Compared to the Year Ended December 31, 2001

     Effective May 1, 2002, we acquired Law.com, a provider of web content and seminars for the legal industry. The acquired businesses include practice centers for specialty law practice areas, state Web sites and information sites for in-house counsel, law students and legal technology professionals. Total revenues for Online from May 1, 2002, the date of acquisition, until December 31, 2002, totaled $3.0 million, or 2.2%, of our revenues. Operating expenses for Online totaled $25.6 million from May 1, 2002 until December 31, 2002. During the fourth quarter of 2002, we completed our annual impairment review under the new accounting rules for goodwill and other intangible assets effective January 1, 2002. As a result of our review, we recorded an impairment for goodwill and our trademark intangible all of which was generated from our acquisition of Law.com. The impairment totaled $19.5 million and is reflected as a component of operating expenses in our Consolidated Statement of Operations for 2002. As a result, operating loss was $22.6 million from the date of acquisition.

Liquidity and Capital Resources

     Net cash provided by operating activities. Net cash provided by operating activities totaled $7.8 million for the year ended December 31, 2003, which resulted primarily from depreciation, amortization and other charges of $14.3 million, the accretion of interest on the Discount Notes of $8.4 million, an increase in accounts payable of $1.6 million, the amortization of non-cash interest of $1.2 million, an increase in deferred income tax of $1.2 million and an increase in other liabilities of $0.6 million. This was partially offset by a net loss of $14.5 million, a decrease in other accrued expenses of $3.1 million, a decrease in deferred income of $1.3 million and a decrease in accrued interest payable of $0.4 million.

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     Net cash used in investing activities. Net cash used in investing activities was $5.1 million for the year ended December 31, 2003, resulting from capital expenditures of $2.9 million, the purchase of a business totaling $1.8 million and deferred payments from acquisitions made in 2001 and 2002.

     Capital expenditures. Capital expenditures totaled $2.9 million for the year ended December 31, 2003 compared to capital expenditures of $3.0 million for the year ended December 31, 2002. Capital expenditures for the year ended December 31, 2003 included costs of $2.5 million attributed to hardware and software upgrades, database development and implementation of a disaster recovery system and $0.4 million attributed to leasehold improvements primarily in our Texas and NY corporate offices. Capital expenditures for 2002 primarily resulted from database development, enhancements to existing computer systems and renovations to our Georgia and Washington, D.C. offices.

     Net cash used in financing activities. Net cash used in financing activities totaled $1.9 million for the year ended December 31, 2003, which reflects the net paydown on our GECC Facility (see below under Material Financings).

     Liquidity. Our principal sources of funds are cash flows from operating activities, which may be supplemented by borrowings under our GECC Facility. The GECC Facility had $30.4 million outstanding as of December 31, 2003 and accrues interest as described in Note 14 to the Consolidated Financial Statements. For details relating to the terms of our GECC Facility entered into on May 1, 2002, see Note 14 to the Consolidated Financial Statements. We believe that these funds will be sufficient to meet our current financial obligations, which include the payment of interest on the $175,000,000 of the Notes due 2007, interest under our GECC Facility, working capital, capital expenditures and other obligations for the next 12 months. No assurance can be given, however, that this will be the case. Our future operating performance and ability to service or refinance our debt, meet future debt covenants, and to repay, extend or refinance any credit agreements to which we are a party will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. The Discount Notes will become “cash-pay” in December 2004, with the first interest payment due on June 15, 2005.

Reconciliations of GAAP to Non-GAAP Financial Measures

     Reconciliations of GAAP to non-GAAP financial measures are provided below (in thousands). We believe that the use of non-GAAP financial measures enables us and investors to evaluate, and compare from period to period our results from ongoing operations in a more meaningful and consistent manner. For comparative purposes, we excluded from EBITDA in 2002 the impairment charge recorded in that period.

Material Financings

     We have borrowed funds to finance our operations through the transactions described below.

     Revolving Credit Facility. On May 1, 2002, we, The New York Law Publishing Company (“NYLP”) and ALM entered into a credit agreement, dated as of May 1, 2002, with GE Corporate Finance (“GECC”) and the lenders signatory thereto in accordance with which GECC has provided our operating subsidiary, NYLP, with a $40 million revolving credit facility (the “GECC Facility”). Proceeds from the GECC Facility were used to refinance existing indebtedness, provide working capital and finance capital expenditures. The obligations of NYLP under the GECC Facility are guaranteed by us, ALM and all of our domestic subsidiaries,

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and are secured by all of the personal property assets of us, ALM and our domestic subsidiaries (including the stock of all our domestic subsidiaries and 65% of the stock of our first-tier foreign subsidiaries). The GECC Facility bears interest at a fluctuating rate determined by reference to (i) the index rate plus a margin of 2.00%, or (ii) the Eurodollar Rate (“LIBOR”) plus a margin of 3.5%. We are also required to pay customary fees with respect to the GECC Facility, including an up-front arrangement fee, monthly administrative agency fees and commitment fees on the unused portion of the GECC Facility. The GECC Facility includes both affirmative and negative covenants that include meeting certain financial ratios. The term of the GECC Facility is 60 months.

     On November 13, 2002, the GECC Facility was amended to clarify language in the GECC credit agreement, as well as to allow us to assume a lease by and between 1140 Associates, Inc. and Law.com. In addition, on February 27, 2003, the GECC Facility was amended to modify the covenants relating to the total leverage ratio, interest coverage ratio and fixed charge ratio until December 2004. These covenants now provide alternative compliance levels and associated incremental interest rates. In addition, the GECC facility was amended to allow for the Notes transaction described in Recent Developments above. See – Significant Transactions. Also, on December 15, 2003, the GECC Facility was amended to consent to the acquisition of MA3000 and amend our terms of the lease by and between 1140 Associates, Inc. and Law.com.

     At December 31, 2003, the amount outstanding under the GECC Facility was $30.4 million. The available balance under the unused commitment reduced by letters of credit outstanding, totaled $7.5 million at December 31, 2003. A 10% increase in the average interest rate of borrowing under the GECC Facility during the year ended December 31, 2003 would have increased our net loss to approximately $14.7 million.

     Senior Notes Financing. In December 1997, ALM issued $175,000,000 aggregate principal amount of 9¾% Senior Notes due 2007 (the “Notes”). The Notes are unsecured general obligations and are fully and unconditionally guaranteed on a joint and several and senior unsecured basis, by ALM and each of its existing and future subsidiaries. The subsidiary guarantors comprise all of ALM’s direct and indirect subsidiaries and each of the subsidiary guarantors is a wholly-owned subsidiary of ALM. Separate financial statements of, and other disclosures concerning the subsidiary guarantors are not included herein because of the subsidiary guarantors’ full and unconditional guarantee of the Notes and management has determined that separate financial statements and other disclosures concerning the subsidiary guarantors are not material and would not provide any additional meaningful disclosure. There are currently no contractual or regulatory restrictions limiting the ability of the subsidiary guarantors to make distributions to ALM. The Notes may be redeemed at any time by ALM, in whole or in part, at various redemption prices that include accrued and unpaid interest. The Notes contain certain covenants that, among other things, limit the incurrence of additional indebtedness by ALM and its subsidiaries, the payment of dividends and other restricted payments by ALM and its subsidiaries, asset sales, transactions with affiliates, the incurrence of liens, and mergers and consolidations. Assuming there is no redemption of the Notes prior to maturity, the entire principal will be payable on December 15, 2007.

     In January 2004, ALM conducted a consent solicitation for holders of the Notes requesting consent to certain amendments to the indenture to permit the incurrence of additional secured indebtedness under a credit agreement. This solicitation expired according to its terms and no consents were accepted.

     In December 1997, we issued $63,275,000 aggregate principal amount at maturity of 12¼% Senior Discount Notes due 2008 (the “Discount Notes”), at a discount rate of $553.14 per Discount Note. The Discount Notes accrete interest compounded semi-annually at a rate of 12.25% to an aggregate principal amount of $63,275,000 by December 2002. Commencing in June 2003, cash interest will be payable semi-annually until maturity each June 15 and December 15. In order to service the interest payments on the Discount Notes, we would need an amendment to our existing debt instruments or an additional capital infusion. The Discount Notes are senior, unsecured obligations. The Discount Notes may be redeemed at any time by us, in whole or in part, at various redemption prices that include accrued and unpaid interest as well as any existing liquidating damages. The Discount Notes contain certain covenants that, among other things, limit the incurrence of additional indebtedness, by us and our subsidiaries, the payment of dividends and other restricted payments by us and our subsidiaries, restrictions on distributions from certain restricted subsidiaries, asset sales, transactions with affiliates, incurrence of liens and mergers and consolidations. Assuming that there is no redemption of the Discount Notes prior to maturity, the entire principal will be payable on December 15, 2008. On February 27, we received a waiver and consent from the holders of the 12 ¼% Senior Discount Notes. See Recent Developments for subsequent information related to the Senior Discount Notes.

     In December 2003, we conducted an exchange offer and consent solicitation for holders of the Discount Notes. All the holders of the Discount Notes participated in the exchange and received new notes reflecting the accretion of interest until December 15, 2004. In January, we conducted a consent solicitation for holders of the Discount Notes requesting consent to certain amendments to the indenture to permit the incurrence of additional secured indebtedness under a credit agreement. This solicitation expired according to its terms and no consents were accepted.

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Contractual Obligations

     Contractual obligations as of December 31, 2003 were as follows (in thousands):

Critical Accounting Policies

     Our Consolidated Financial Statements are prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements for the periods presented. We continually evaluate the policies and estimates we use to prepare our Consolidated Financial Statements. In general, our estimates are based on historical experience, information from third-party professionals and various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results may differ from those estimates made by us.

     We believe our critical accounting policies include our accounting for long-lived assets, income taxes and accounts receivable allowances. Additional information about these policies can be found below and in Note 3 of the Notes to the Consolidated Financial Statements.

Long-Lived Assets

     Goodwill and certain other intangible assets are tested for impairment in accordance with Statement of Financial Accounting Standards Statement No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), and all other long-lived assets are tested for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”.

     Long-lived assets, including intangible assets, were $269.7 million, or 90% of total assets in our Consolidated Balance Sheet as of December 31, 2003. The annual impairment analysis is considered critical because of the significance of long-lived assets to our Consolidated Balance Sheet.

     We periodically review long-lived assets to evaluate whether the carrying value of a long-lived asset exceeds its fair value. In performing the evaluation, we estimate future cash flows expected to result from the use of the asset. The estimates of future cash flows, based on reasonable and supportable assumptions and projections, require our subjective judgment. Depending on the assumptions and estimates used, the estimated future cash flows projected in the evaluations of long-lived assets can vary within a range of outcomes. Any changes in key assumptions about our businesses and their prospects, or changes in market conditions, could result in an impairment charge and such a charge could have a material effect on our Consolidated Financial Statements.

Income Taxes

     Income taxes are accounted for in accordance with SFAS No. 109, “Accounting for Income Taxes”, which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. SFAS No. 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. In 2003 we recorded a valuation allowance of $1.2 million against our net deferred tax assets.

     Income tax was approximately $1.2 million in our Consolidated Statement of Operations for the year ended December 31, 2003 as we recorded a valuation against our net deferred tax asset (see Note 6 of the Notes to the Consolidated Financial Statements). We consider accounting for income taxes critical because we are required to make significant subjective judgments in developing our

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provision for income taxes, including the determination of deferred tax assets and liabilities, and any valuation allowances that may be required against deferred tax assets.

     In addition, we operate within multiple taxing jurisdictions and are subject to audit in these jurisdictions. These audits can involve complex issues, which could require an extended period of time to resolve.

Accounts Receivable Allowances

     Credit is extended to our advertisers and subscribers based upon an evaluation of our customer’s financial condition. We do not require collateral from our customers. We use an estimate of prior credit losses as a percentage of credit sales and the aging of accounts receivable to establish reserves for credit losses on accounts receivable. In addition, we establish reserves for estimated rebates, credit and rate adjustments and discounts based on historical experience.

     Accounts receivable allowances were approximately $2.6 million, or 14%, of accounts receivable in our Consolidated Balance Sheet as of December 31, 2003. Accounts receivable, net of allowances, was approximately $15.7 million, or 77%, of total current assets in our Consolidated Balance Sheet as of December 31, 2003. We consider accounting for accounts receivable allowances critical to all of our operating segments because of the significance of accounts receivable to our current assets and operating cash flow. If the financial condition of our customers was to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required, which could have a material effect on our Consolidated Financial Statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

     We and ALM have entered into a GECC Facility. Each revolving loan within the GECC Facility bears interest on the outstanding principal amount from the borrowing date until it becomes due at a rate per annum equal to the “Base Rate” or the Eurodollar rate plus the “Applicable Margin”. The Applicable Margin varies depending on our total leverage ratio. As of March 23, 2004, the Applicable Margin was 3.25% for Base Rate loans and 4.75% for Eurodollar rate loans. The Base Rate is the higher of the Bank of America publicly announced “Reference Rate” or the Federal Funds rate plus 0.5%. The amount outstanding under the GECC Facility was $30.4 million at December 31, 2003. The blended interest rate at December 31, 2003 was 6.0%. A 10% increase in the average rate during 2003 would have increased our net loss to approximately $14.7 million.

Item 8. Financial Statements and Supplementary Data

     See Index to Financial Statements and Exhibits, which appears on Page F-1 hereof.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

     None.

Item 9A. Controls and Procedures

     (a) Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a – 14(c) and 15-d – 14(c) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to us required to be included in our reports filed or submitted under the Exchange Act.

     (b) Changes In Internal Controls. Since the Evaluation Date, there have not been any significant changes in our internal controls or in other factors that could significantly affect such controls.

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PART III

Item 10. Directors, Executive Officers and Key Employees of the Registrant

     The following table sets forth certain information regarding each of the executive officers and directors of us and ALM as of March 23, 2004.

     On December 31, 2003, Robert C. Clark resigned as a director of us and of ALM. Stephen C. Jacobs’ last day of employment as Vice President, Chief Financial Officer of us and of ALM was on December 31, 2003.

     Each Director is elected annually and serves until the next annual meeting of stockholders or until his or her successor is duly elected and qualified. The Independent Directors are each compensated $20,000 per year for their service as Directors and receive reimbursement of expenses incurred from their attendance at Board of Directors meetings.

     The Board has established an executive committee (the “Executive Committee”) consisting of three members, currently Bruce Wasserstein, George Majoros and Anup Bagaria. The Executive Committee has been delegated the authority to approve (i) the acquisition and divestiture by us or our affiliates of all or a portion of one or more business entities for a price of up to $25 million, (ii) the appointment of our senior officers and the senior officers of our affiliates and termination of such employment, (iii) the preparation and approval of short-term and long-term budgets and (iv) other material policy-level decisions to the extent permitted by the Delaware General Corporation Law.

     We have adopted a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer and other senior financial officers. The current version of this code of ethics has been filed as an exhibit to this form 10-K. The Board of Directors has determined that it does not have an audit committee financial expert. As we do not have publicly traded equity securities outstanding, we are not required to have an audit committee financial expert.

Executive Officers, Directors and Key Employees of the Company and Holdings

     Bruce Wasserstein has served as Chairman of the Board of Directors of us and ALM since both our and its founding in December 1997. He is Head of Lazard LLC, and Chairman of Wasserstein & Co., LP, the private merchant bank that owns Holdings. Previously, he was Executive Chairman of Dresdner Kleinwort Wasserstein and Chairman and founder of Wasserstein Perella Group, Inc. (“WPG”). Mr. Wasserstein is also on the boards of numerous private companies.

     William L. Pollak has served as President, Chief Executive Officer and Director of us and ALM since March 1998. Prior to joining us, Mr. Pollak spent 16 years at The New York Times, where he held a variety of positions, most recently as Executive Vice President, Circulation.

     Anup Bagaria has served as a Vice President and Director of us and ALM since both our and its founding in December 1997. He is a Managing Director of Wasserstein & Co., LP. He graduated from the Massachusetts Institute of Technology. Mr. Bagaria also serves on the board of various private companies.

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     Michael J. Biondi has served as a Director of us and ALM since both our and its founding in December 1997. He is Chairman of Investment Banking of Lazard Fréres & Co. LLC. Previously, Mr. Biondi was Chairman and Co-Chief Executive Officer of Dresdner Kleinwort Wasserstein of the Americas, and prior to that, Chairman and Chief Executive Officer of Wasserstein Perella & Co., Inc. Mr. Biondi holds M.B.A. and J.D. degrees from the Wharton School and the University of Pennsylvania Law School, respectively. Prior to joining Wasserstein Perella & Co., Mr. Biondi was a member of the First Boston Mergers & Acquisitions Group, and practiced law at Skadden, Arps, Slate, Meagher & Flom LLP.

     Donald G. Drapkin has served as a Director of us and ALM since our and its founding in December 1997. He has been a Director and Vice Chairman of MacAndrews & Forbes Holdings Inc. and various of its affiliates since 1987. Prior to joining MacAndrews & Forbes, Mr. Drapkin was a partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP for more than five years. Mr. Drapkin is also a Director of the following corporations which file reports pursuant to the Securities Exchange Act of 1934, as amended: Anthracite Capital, Inc., The Molson Companies Limited, Playboy Enterprises, Inc., Revlon Consumer Products Corporation, Revlon, Inc. and SIGA Technologies, Inc.

     George L. Majoros, Jr. has served as a Director of us and ALM since June 5, 2000. He has been President and Chief Operating Officer of Wasserstein & Co., LP since its inception in January 2001. Prior thereto, he was a Managing Director of Wasserstein Perella & Co., Inc. and the Chief Operating Officer of its Merchant Banking Group. He joined Wasserstein Perella & Co., Inc. in early 1993 after practicing law with Jones Day Reavis & Pogue since September 1986. Mr. Majoros also serves on the board of directors of American Seafoods Group and numerous private companies.

     Andrew G. T. Moore, II has served as a Director of us and ALM since our and its founding in December 1997. He is a senior advisor to Dresdner Kleinwort Wasserstein and, from 1994 until 2002, was a senior managing director of the firm. Justice Moore is also a former Justice of the Delaware Supreme Court. Justice Moore served on the Delaware Supreme Court for 12 years until 1994, when he joined Wasserstein Perella & Co. Justice Moore has served as the Lehmann Distinguished Visiting Professor of Law at Washington University in St. Louis. He has also served as an adjunct professor of law at the Georgetown University Law Center, University of Iowa College of Law and Widener University School of Law, where he taught seminars in advanced corporation law. He also teaches comparative principles of international corporation law at the Tulane University Institute of European Legal Studies in Paris, and has been a guest lecturer at various law schools and national corporate law programs in the United States, Canada and Europe.

     Jack Berkowitz has served as Senior Vice President of us and ALM since August 2002 and Vice President, Strategic Planning of us and ALM since January 1999. Prior to joining us, Mr. Berkowitz served as a consultant to us during 1998. Mr. Berkowitz is a 30-year veteran of the publishing industry. As a consultant, in addition to us, his client roster has included Cowles Business Media, Hearst Magazines, Time Inc., The Rockefeller Associates, Associated Newspapers and Adweek. Mr. Berkowitz had previously served as Executive Vice President of the Village Voice, President and Publisher of NewsInc. and President of The Nation.

     Eric F. Lundberg has served as Vice President, Chief Financial Officer of us and ALM since January 1, 2004. Prior to that, he was Vice President of Finance of us and ALM since August 2001. Prior to that he was the Publisher of Texas Lawyer, and prior to that held a number of financial positions with us and our predecessor, most recently as Corporate Controller and Director of Financial Planning since November 1995.

     Stacey Artandi has served as Vice President, Online Publishing, for us and ALM since September 2003. From March 2002 until September 2003, Ms. Artandi was a partner at Propeller LLC, a media and technology consulting firm. From January 2000 until March 2002, Ms. Artandi served as Vice President of Marketing and Business Development at There, a start-up company focused on next-generation communications, community and e-commerce services. Prior to that, she served as Vice President/General Manager, Local Online Services for Infoseek/Disney’s Go Network and Vice President, Development for New Century Network, Inc., an alliance of online sites backed by leading newspaper publishers.

     Sara Diamond has served as Vice President, Book and Directory Publishing of us and ALM since September 2000. Prior to that she was Publisher of Law Journal Press, our book division, which she joined in 1992. Prior to joining us, Ms. Diamond served in a variety of positions at Matthew Bender & Company.

     Allison C. Hoffman has served as Vice President, General Counsel and Secretary of us and ALM since August 2001. Prior to that she was Assistant General Counsel of us and ALM since June 1999. Prior to joining us, Ms. Hoffman was an associate in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP.

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     Iain Murray has served as Vice President, Information Systems of us and ALM since January 1, 2003. Prior to that he was Chief Technology Officer since January 3, 2000. Prior to joining us, Mr. Murray held a number of technology positions at Conde Nast Publications.

     Kevin Vermeulen has served as Vice President, Group Publisher of us and ALM since May 1999, and served as Vice President, National Advertising from 1998 — 1999. Prior to that he was a Vice President of Sales for National Law Publishing Company, Inc., one of our predecessors, which he joined in October 1992.

Item 11. Executive Compensation

     The following Summary Compensation Table includes individual compensation information for the Chief Executive Officer and certain other executive officers of us and ALM for the year ended December 31, 2003 (collectively, the “Named Executive Officers”) for services rendered in all capacities to us and ALM during the year ended December 31, 2003. All numbers relating to option grants relate to options to purchase shares.

Summary Compensation Table

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     The following table provides information on option grants in 2003 by us to each of the named executive officers.

Employment Agreements

     William Pollak, our President and Chief Executive Officer, entered into an employment agreement with us for a five-year term terminating on March 9, 2008. The employment agreement provides for an annual salary of $460,000. In addition, the employment agreement provides for a bonus of between 50% and 150% of his salary, as determined by the Board of Directors, based on us achieving certain financial objectives. In addition, the employment agreement provides for an additional grant of options of Holdings to Mr. Pollak. Under the employment agreement, if Mr. Pollak’s employment is terminated by us without cause or by Mr. Pollak for good reason, Mr. Pollak will be entitled to (1) the amount of his salary accrued but unpaid through the termination date, (2) pro-rata bonus for the year of termination and (3) either (a) six months’ salary if the agreement is terminated for any other reason besides a change of control or (b) twelve months’ salary following a change of control. If the payment under the employment agreement subjects Mr. Pollak to “golden parachute” excise tax, the payments will be cut back to the safe harbor amount, but only if the cutback results in a higher after-tax payment to the executive after taking into account the excise tax that the executive would otherwise pay on the excess parachute amount.

     We have also entered into employment agreements with each of Jack Berkowitz, George Dillehay and Kevin Vermeulen. The agreements provide for varying bonuses and termination rights. Each agreement provides that if we terminate the executive’s employment without cause or the executive terminates his employment for good reason, the executive will be entitled to (1) the

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amount of his salary accrued but unpaid through the termination date, (2) pro-rata bonus for the year of termination and (3) six months’ salary if the agreement is terminated prior to the original expiration date. If the payments under the employment agreement subject the executive to “golden parachute” excise tax, the payments will be cut back to the safe harbor amount, but only if the cutback results in a higher after-tax payment to the executive after taking into account the excise tax that the executive would otherwise pay on the excess parachute amount.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information regarding beneficial ownership of us as of December 31, 2003 by (i) each person (or group of affiliate persons) known by us to be the beneficial owner of more than 5% of the outstanding Common Stock, (ii) each Director, Director nominee, our Chief Executive Officer and President and (iii) all of our directors and executive officers as a group.

     The following table provides our equity compensation plan information as of December 31, 2003. Under our stock option plan, our common stock may be issued upon the exercise of options.

Item 13. Certain Relationships and Related Transactions

     A majority of our equity securities are held by USEP and its affiliates. USEP is a Delaware limited partnership investment fund of which WPMP is the general partner. WPMP is controlled by Wasserstein & Co., LP. WPMP is entitled to receive a monitoring fee in an amount not to exceed $1.0 million in respect of any year. WPMP has waived the right to receive such fee in 2003.

     We may engage in transactions with our affiliates, including entities owned or controlled by certain of our principal shareholders. We believe that, at the time these agreements are entered into, such transactions will be no more favorable to us than similar transactions with non-affiliates.

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     Effective May 1, 2002 and amended December 31, 2003, RealLegal, LLC entered into an operating agreement (the “Operating Agreement”) with us. The Operating Agreement provides, among other things, for us to provide RealLegal, LLC with certain advertising, in exchange for a periodic payment by RealLegal, LLC comprised of equity in RealLegal, LLC.

Item 14. Principal Accountant Fees and Services

     Aggregate fees for professional services rendered for us and Holdings by Ernst & Young LLP as of or for the years ended December 31, 2003 and 2002 were (amounts in thousands):

     The audit fees for the years ended December 31, 2003 and 2002, respectively, were for professional services rendered for the audits of the consolidated financial statements of us and ALM, subsidiary audits, and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q.

     The audit related fees as of the years ended December 31, 2003 and 2002, respectively, were for assurance and related services associated with internal control reviews, mergers and acquisitions and due diligence.

     Tax fees as of the years ended December 31, 2003 and 2002, respectively, were for services related to tax compliance, tax planning and other consultations.

PART IV

Item 15. Financial Statement Schedules, Reports on Form 8-K and Exhibits

(a) Financial Statement Schedule

     Schedule II — Valuation and Qualifying Accounts. All other schedules have been omitted as the schedules are either not applicable, or the information has been otherwise provided in the Consolidated Financial Statements.

(b) Reports on Form 8-K

1.		We filed a report on Form 8-K, dated February 27, 2003, and filed February 28, 2003, announcing a waiver granted by the holders of our Notes as well as an amendment to our credit facility with GE Corporate Finance.
2.		We filed a report on Form 8-K, dated and filed January 23, 2004, announcing a consent solicitation for our Discount Notes and our Notes.
3.		We filed a report on Form 8-K, dated and filed January 30, 2004, announcing an extension of the expiration date for the consent solicitation for our Discount Notes and our Notes.
4.		We filed a report on Form 8-K, dated and filed February 2, 2004, announcing an extension of the expiration date for the consent solicitation for our Discount Notes and our Notes.
5.		We filed a report on Form 8-K, dated and filed February 3, 2004, announcing an extension of the expiration date for the consent solicitation for our Discount Notes and our Notes.
6.		We filed a report on Form 8-K, dated and filed February 6, 2004, announcing an extension of the expiration date for the consent solicitation for our Discount Notes and our Notes.
7.		We filed a report on Form 8-K, dated and filed February 10, 2004, announcing amendments to the Discount Notes indenture and extension of the expiration date for the consent solicitation for our Discount Notes as well as the expiration of the consent solicitation for the Notes.

(c) Exhibits

     The exhibits listed on the Exhibit Index following the signature page hereof are filed herewith in response to this Item.

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AMERICAN LAWYER MEDIA HOLDINGS, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN LAWYER MEDIA HOLDINGS, INC. AND SUBSIDIARIES

F-1

Report of Independent Auditors

Board of Directors
America Lawyer Media Holdings, Inc.

We have audited the accompanying consolidated balance sheets of American Lawyer Media Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2003 and 2002, and the related consolidated statements of operations, changes in stockholder’s equity and cash flows for the years then ended. Our audits also included the financial statement schedules listed in the index at Item 15(a). These consolidated financial statements and schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. The consolidated financial statements of the Company for the year ended December 31, 2001, were audited by other auditors who have ceased operations and whose report dated March 8, 2002, expressed an unqualified opinion on those statements before the transitional disclosures described in Note 8, stock option disclosures described in Note 12 and segment information described in Note 15.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of American Lawyer Media Holdings, Inc. and subsidiaries at December 31, 2003 and 2002, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 8 to the consolidated financial statements, on January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.”

As discussed above, the consolidated financial statements of the Company for the year ended December 31, 2001, were audited by other auditors who have ceased operations. As described in Note 8, Note 12 and Note 15, these financial statements have been revised to include the transitional disclosures required by Statement of Financial Accounting Standards Statement No. 142, “Goodwill and other Intangible Assets” which was adopted by the Company as of January 1, 2002, stock option disclosures required by Statement of Financial Accounting Standards Statement No. 123 and segment information disclosures required by Statement of Financial Accounting Standards Statements No. 131, respectively. In our opinion, the disclosures for 2001 in Note 8, Note 12 and Note 15 with respect to such transitional disclosures, stock option disclosures and segment information are appropriate. However, we were not engaged to audit, review, or apply any procedures to the consolidated financial statements of the Company for the year ended December 31, 2001 other than with respect to such transitional disclosures, stock option disclosures and segment information and, accordingly, we do not express an opinion or any other form of assurance on the consolidated financial statements for the year ended December 31, 2001 taken as a whole.

Ernst & Young LLP

New York, New York
March 5, 2004

F-2

     This is a copy of the audit report previously issued by Arthur Anderson LLP in connection with the filing of our Annual Report on Form 10-K for the year ended December 31, 2001. This audit report has not been reissued by Arthur Anderson LLP in connection with this filing on Form 10-K. The financial statements and schedule for the year then ended December 31, 2001, referred to in the report below, can be found on pages F-4 through F-22 in this annual report.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of American Lawyer Media Holdings, Inc.:

     We have audited the accompanying consolidated statements of operations, changes in stockholder’s equity and cash flows of American Lawyer Media Holdings, Inc. (a Delaware corporation) and subsidiaries for the year ended December 31, 2001. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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

     In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of American Lawyer Media Holdings, Inc. and subsidiaries for the year ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

     As explained in Note 3 to the consolidated financial statements, effective January 1, 2001, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 133 “Accounting for Derivative Investments and Hedging Activities” as amended by SFAS No. 138.

     Our audit was made for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole. The schedule listed in the index of consolidated financial statements is presented for purposes of complying with the Securities and Exchange Commission’s rules and is not part of the basic consolidated financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic consolidated financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole.

ARTHUR ANDERSEN LLP

New York, New York
March 8, 2002

F-3

AMERICAN LAWYER MEDIA HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

The accompanying notes to the consolidated financial statements are an integral part of these statements.

F-4

AMERICAN LAWYER MEDIA HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes to the consolidated financial statements are an integral part of these statements.

F-5

AMERICAN LAWYER MEDIA HOLDINGS, INC. AND SUBSIDIARIES

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT