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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): April 9, 2001
TRANSWESTERN HOLDINGS L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 333-42117 33-0560667
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
8344 CLAIREMONT MESA BOULEVARD, SAN DIEGO, CA 92111
(Address of principal executive offices) (Zip Code)
858-467-2800
Registrant's telephone number, including area code:
Total No. of Pages: 4
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Item 2: Acquisition or Disposition of Assets.
On April 9, 2001, TransWestern Publishing Company LLC (the "Company"), a
wholly-owned subsidiary of TransWestern Holdings, L.P. acquired 8 directories in
Kentucky and Texas from Alliance Media Group, Inc. for cash in the amount of
approximately $6.0 million, which was funded with borrowings under the Company's
existing revolving credit facility with Canadian Imperial Bank of Commerce,
First Union National Bank, Fleet National Bank, Bank of Hawaii and Bankers Trust
Company. The acquisition will be accounted for as a purchase and accordingly the
purchase price will be allocated to the tangible and intangible assets acquired
based on their respective fair values at the date of acquisition.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements - To be filed by amendment within sixty (60) days
of the date this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Statements - To be filed by amendment within sixty
(60) days of the date this Current Report on Form 8-K is required to be
filed.
(c) Exhibits -
Exhibit Number Description of Exhibit
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2.1 Asset Purchase Agreement dated as of March 7, 2001,
between TransWestern Publishing Company LLC and Alliance
Media Group, Inc.
99.1 Press release dated April 12, 2001
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 16, 2001
TransWestern Holdings, L.P.
By: TransWestern Communications
Company, Inc.
Its: General Partner
By: /s/Joan M. Fiorito
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Name: Joan M. Fiorito
Title: Vice President, Chief
Financial Officer
(Principal Financial and Accounting
Officer)
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Exhibit Index
Exhibit Number Description of Exhibit
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2.1 Asset Purchase Agreement dated as of March 7, 2001,
between TransWestern Publishing Company LLC and Alliance
Media Group, Inc.
99.1 Press release dated April 12, 2001
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