SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6 - K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the date of September 28, 2005
YELL FINANCE B.V.
(Translation of Registrant's Name Into English)
Queens Walk, Oxford Road, Reading, Berkshire RG1 7PT, England
(Address of Principal Executive Office)
(Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
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(Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3 - 2(b) under the Securities Exchange Act of
1934.)
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g 3-2(b) : 82 -________.
EXPLANATORY NOTE
On July 15, 2005, Yell Group plc, the parent of the registrant,issued a press
release announcing the completion of the acquisition of TransWestern
Holdings,L.P. which was filed by the registrant in its Report on Form 6-K dated
21 July 2005. In accordance with the respective indentures governing the
registrant's 10.75% Senior Sterling Notes due 2011, 10.75% Senior Dollar Notes
due 201 and 13.5% Senior Discount Dollar Notes due 2011 the registrant is
supplying as exhibits to this Form 6-K the following:
Exhibit 99.1 Audited consolidated financial statements of TransWestern
Holdings, L.P.
Exhibit 99.2 Quarterly unaudited consolidated condensed financial
statements of TransWestern Holdings L.P. as at 31 March 2005
and for the three months ended 31March 2005 and 2004.
Exhibit 99.3 Pro forma financial information of Yell Finance B.V. and its
subsidiaries combined with TransWestern Holdings L.P. and
its entities.
The entities acquired on 15 July 2005 comprise TransWestern Holdings L.P,
TransWestern Communications Company, Inc., Parallel Blocker I Corporation and
Cayman Blocker I Corporation, whereby TransWestern Holdings, L.P. represents
substantially all of the operations comprising the group. The audited financial
information included within this Form 6-K does not include that of TransWestern
Communications Company, Inc., Parallel Blocker I Corporation or Cayman Blocker I
Corporation as these entities are shell holding companies and do not have any
operational activities and they are deemed not to be material to the acquired
group. However, these entities have been included as a separate adjustment in
the unaudited pro forma financial information.
The audited consolidated financial statements and quarterly unaudited
consolidated condensed financial statements of TransWestern Holdings, L.P. and
the pro forma financial information included herein are prepared on the basis of
accounting principles generally accepted in the United States ("US GAAP").
However, certain reclassifications with respect to expenses have been made
within the pro forma financial information in order to conform the presentation
to the policies of Yell Finance B.V. as set out in our Form 20-F.
The audited consolidated financial statements of TransWestern Holdings, L.P. are
stated in thousands of US dollars, whereas the quarterly unaudited consolidated
condensed financial statements of TransWestern Holdings, L.P. are stated in
millions of US dollars and the pro forma financial information is stated in
millions of pounds sterling.
EXHIBIT INDEX
Exhibit no. Description
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99.1 Audited consolidated financial statements of TransWestern
Holdings, L.P.
99.2 Quarterly unaudited consolidated condensed financial
statements of TransWestern Holdings L.P. as at 31 March 2005
and for the three months ended 31 March 2005 and 2004.
99.3 Pro forma financial information of Yell Finance B.V. and its
subsidiaries combined with TransWestern Holdings L.P. and
its entities.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: September 28, 2005
YELL FINANCE B.V.
(Registrant)
By: /s/ John Davis
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Name: John Davis
Title: Chief Financial Officer