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Exhibit 3.1
CERTIFICATE OF LIMITED PARTNERSHIP
OF
TRANSWESTERN PUBLISHING COMPANY, L.P.
This Certificate of Limited Partnership of TransWestern Publishing
Company, L.P. is being executed by the undersigned for the purpose of forming a
limited partnership under Chapter 17, Title 6 of the Code of the State of
Delaware.
1. Name of Partnership.
The name of the Partnership is TransWestern Publishing Company, L.P.
2. Registered Office and Registered Agent.
The address of the registered office of the Partnership in Delaware is
c/o the Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle
County, Delaware 19801. The name and address of the registered agent of the
Partnership is The Corporation Trust Company, 1209 Orange Street, Wilmington,
New Castle County, Delaware 19801.
3. Name and Address of General Partner.
The General Partner of the Partnership is TransWestern Communications
Company, Inc., having a principal place of business at c/o Morgan, Lewis &
Bockius, 101 Park Avenue, New York, NY 10178.
IN WITNESS WHEREOF, the undersigned have executed this instrument this
29th day of April, 1993.
GENERAL PARTNER:
TRANSWESTERN COMMUNICATIONS
COMPANY, INC.
By: /s/ Laurence H. Bloch
----------------------------
Name: Laurence H. Bloch
Title: President
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CERTIFICATE OF MERGER
OF TRANSWESTERN PUBLISHING COMPANY
INTO TRANSWESTERN PUBLISHING COMPANY, L.P.
The undersigned limited partnership organized and existing under and by
virtue of the Revised Uniform Limited Partnership Act of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of formation of each of the constituent
business entities of the merger (the "Merger") is as follows:
NAME STATE OF FORMATION
---- ------------------
TransWestern Publishing Company Delaware
TransWestern Publishing Company, L.P. Delaware
SECOND: That an Agreement of Merger between the parties to the Merger
has been approved, and adopted in the manner prescribed by law by the board of
directors of each of TransWestern Publishing Company and TransWestern
Communications Company, Inc., acting as sole general partner of TransWestern
Publishing Company, L.P., and has been certified, acknowledged and executed by
each of the constituent business entities in accordance with the requirements
of Section 17-211 of the Revised Uniform Limited Partnership Act of Delaware
and Section 263 of the General Corporation Law of the State of Delaware, and a
copy of said Agreement of Merger is attached hereto as Exhibit A.
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THIRD: That the name of the surviving limited partnership of the Merger
is TransWestern Publishing Company, L.P.
FOURTH: That the executed Agreement of Merger is on file at the
principal place of business of the surviving limited partnership, the address
of which is c/o Continental Illinois Venture Corporation, 231 S. LaSalle
Street, Chicago, Illinois 60697.
FIFTH: That a copy of the Agreement of Merger will be furnished by the
surviving limited partnership, on request and without cost, to any partner or
stockholder of any constituent business entity.
Dated: May 13, 1993
TRANSWESTERN PUBLISHING
COMPANY, L.P.
By TRANSWESTERN COMMUNICATIONS
COMPANY, INC.
its General Partner
By: /s/ Laurence H. Bloch
----------------------------------
Name: Laurence H. Bloch
Title: Executive Vice President
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AGREEMENT OF MERGER
AGREEMENT OF MERGER, dated this 13th day of May, 1993, pursuant to Section
17-211 of the Revised Uniform Limited Partnership Act of Delaware, between
TransWestern Publishing Company, a Delaware corporation, and TransWestern
Publishing Company, L.P., a Delaware limited partnership.
WITNESSETH that:
WHEREAS, TransWestern Publishing Company is a wholly-owned subsidiary of
TransWestern Publishing Company, L.P.;
WHEREAS, both of the constituent business entities desire to merge into a
single limited partnership, as hereinafter specified;
NOW, THEREFORE, the parties to this Agreement, in consideration of the
mutual covenants, agreements and provisions hereinafter contained, do hereby
prescribe the terms and conditions of such merger and mode of carrying the same
into effect as follows:
FIRST: TransWestern Publishing Company, L.P., hereby merges TransWestern
Publishing Company into itself and TransWestern Publishing Company shall be and
hereby is merged into TransWestern Publishing Company, L.P., which shall be the
surviving limited partnership (the "Merger").
SECOND: Each share of Common Stock of the merged corporation outstanding
at the time the Merger becomes effective
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shall, by virtue of the Merger and without any action on the part of the
surviving limited partnership, as the holder of all such outstanding Common
Stock, be cancelled and retired and all certificates representing such shares
shall be cancelled, and no cash or securities or other property shall be issued
in respect thereof.
THIRD: The terms and conditions of the Merger are as follows:
(a) The Agreement of Limited Partnership of the surviving limited
partnership as it shall exist on the effective date of the Merger shall be and
remain the Agreement of Limited Partnership of the surviving limited
partnership until the same shall be altered, amended or repealed as therein
provided.
(b) The officers of the surviving limited partnership shall continue in
office until their successors shall have been elected and qualified.
(c) The Merger shall become effective upon filing with the Secretary of
State of Delaware.
(d) Upon the Merger becoming effective, all the property, rights,
privileges, franchises, patents, trademarks, licenses, registrations and other
assets of every kind and description of the merged corporation shall be
transferred to, vested in and devolve upon the surviving limited partnership
without further act or deed and all property, rights and every other interest
of the surviving limited partnership and the merged corporation shall be as
effectively the property of the surviving limited partnership as they were of
the surviving limited partnership and the merged corporation, respectively. The
merged corporation hereby agrees from time to time as and when requested by the
surviving limited partnership or by its successors or assigns, to execute and
deliver or cause to be executed and delivered all such deeds and instruments
and to take or cause to be taken such further or other action as the surviving
limited partnership may deem necessary or desirable in order to vest in and
confirm to the surviving limited partnership title to and possession of any
property of the merged corporation acquired or to be acquired by reason of or as
a result of the Merger herein provided for and otherwise to carry out the
intent and purposes hereof and the proper officers and directors of the merged
corporation and the proper officers and directors of the general partner,
acting as general partner, of the surviving
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limited partnership are fully authorized in the name of the merged corporation
or otherwise to take any and all such action.
IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval
and authority duly given by resolutions adopted by the Board of Directors of
the merged corporation and by the Board of Directors of the general partner,
acting as general partner, of the surviving limited partnership, have caused
these presents to be executed by the Chief Executive Officer or the President,
respectively, and attested by the Secretary of each party hereto as the
respective act, deed and agreement of each of such business entity, on this
13th day of May, 1993.
TRANSWESTERN PUBLISHING COMPANY
By /s/ LAURENCE H. BLOCH
----------------------------
Name: Laurence H. Bloch
Title: President
ATTEST:
By: /s/ DAVID W. POLLAK
--------------------
David W. Pollak
Secretary
TRANSWESTERN PUBLISHING COMPANY, L.P.
By TRANSWESTERN COMMUNICATIONS
COMPANY, INC., its General Partner
By /s/ JAMES D. DUNNING, JR.
----------------------------
Name: James D. Dunning, Jr.
Title: Chief Executive Officer
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ATTEST:
By: /s/ LAURENCE H. BLOCH
----------------------
Laurence H. Bloch
Secretary
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CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF LIMITED PARTNERSHIP
OF
TRANSWESTERN PUBLISHING COMPANY, L.P.
* * * *
Adopted in accordance with the provisions of Section17-202 of the
Delaware Revised Uniform Limited Partnership Act
* * * *
FIRST
The name of the limited partnership is TransWestern Publishing Company,
L.P. (the "Partnership").
SECOND
The Certificate of Limited Partnership of the Partnership is amended by
deleting article First of the Certificate of Limited Partnership and substitute
therefor as follows:
"FIRST
The name of the limited partnership is TransWestern Holdings, L.P. (the
"Partnership")."
IN WITNESS WHEREOF, the undersigned being the general partner
hereinbefore named, declaring and certifying that the facts herein stated are
true for the purpose of amending the Certificate of Limited Partnership pursuant
to the Delaware Revised Uniform Limited Partnership Act, hereby make this
Certificate of Amendment to Certificate of Limited Partnership as of the 4th day
of November, 1997.
TransWestern Communications Company, Inc.,
a Delaware corporation
By: /s/ JOAN FIORITO
--------------------------
Joan Fiorito
Chief Financial Officer