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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 12, 1999.
REGISTRATION NO. 333-73099
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TRANSWESTERN PUBLISHING COMPANY LLC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 2741 33-0778740
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
------------------------
TWP CAPITAL CORP. II
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 2741 33-0778739
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
------------------------
TARGET DIRECTORIES OF MICHIGAN, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MICHIGAN 2741 38-287704
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
8344 CLAIREMONT MESA BOULEVARD
SAN DIEGO, CALIFORNIA 92111
TELEPHONE: (619) 467-2800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
JOAN FIORITO COPY TO:
8344 CLAIREMONT MESA BOULEVARD WILLIAM S. KIRSCH
SAN DIEGO, CALIFORNIA 92111 KIRKLAND & ELLIS
TELEPHONE: (619) 467-2800 200 EAST RANDOLPH DRIVE
(NAME, ADDRESS, INCLUDING ZIP CODE, AND CHICAGO, ILLINOIS 60601
TELEPHONE NUMBER, TELEPHONE: (312) 861-2000
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
TransWestern. TransWestern is a limited liability company organized under
the laws of the State of Delaware. Section 18-108 of the Delaware Limited
Liability Company Act (the "Act") provides that, subject to such standards and
restrictions, if any, as are set forth in its limited liability company
agreement, a limited liability company may, and shall have the power to,
indemnify and hold harmless any member or manager or other person from and
against any and all claims and demands whatsoever.
Section 4.2 of TransWestern's Limited Liability Company Agreement ("Section
4.2") provides, among other things, that each person and entity shall be
entitled to be indemnified and held harmless on an incurred basis by
TransWestern (but only after first making a claim for indemnification available
from any other source and only to the extent indemnification is not provided by
that source) to the fullest extent permitted under the Act (including
indemnification for gross negligence and breach of fiduciary duty to the extent
so authorized) as amended from time to time (but, in the case of any such
amendment, only to the extent that such amendment permits TransWestern to
provide broader indemnification rights than such law permitted TransWestern to
provide prior to such amendment) against all losses, liabilities and expenses,
including attorneys' fees and expenses, arising from claims, actions and
proceedings in which, such person or entity may be involved, as a party or
otherwise, by reason of his, her or it being or having been the Manager, a
Member or an officer of TransWestern, or by reason of his, her or it serving at
the request of TransWestern as a director, officer, manager, member, partner,
employee or agent of another limited liability company or of a corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan whether or not such person or entity
continues to be such or serve in such capacity at the time any such loss,
liability or expense is paid or incurred.
Section 4.2 also provides that, the rights of indemnification will be in
addition to any rights to which such person or entity may otherwise be entitled
by contract or as a matter of law and shall extend to his, her or its successors
and assigns. In particular, and without limitation of the foregoing, such person
or entity shall be entitled to indemnification by TransWestern against expenses,
as incurred, including attorneys' fees and expenses, incurred by such person or
entity upon the delivery by such person or entity to TransWestern of a written
undertaking, reasonably acceptable to the Manager, to repay all amounts so
advanced if it shall ultimately be determined that such person or entity is not
entitled to be indemnified under Section 4.2. TransWestern may, to the extent
authorized from time to time by the Manager, grant rights to indemnification and
to advancement of expenses to any employee or agent of TransWestern to the
fullest extent of the provisions of Section 4.2 with respect to the
indemnification and advancement of expenses of the Manager, Members and officers
of TransWestern.
TransWestern intends to obtain insurance policies covering all of its
directors and officers against certain liabilities for actions taken in such
capacities, including liabilities under the Securities Act of 1933.
Capital II. Capital II is incorporated under the laws of the State of
Delaware. Section 145 of the General Corporation Law of the State of Delaware,
inter alia ("Section 145") provides that a Delaware corporation may indemnify
any persons who were, are or are threatened to be made, parties to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other
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than an action by or in the right of such corporation), by reason of the fact
that such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses, such as attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he or she reasonably believed to be or not opposed to
the corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his or her conduct was
illegal. A Delaware corporation may indemnify any persons who are, were or are
threatened to be made, party to any threatened, pending or completed action or
suit by or in the right of the corporation by reasons of the fact that such
person was a director, officer, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise. The indemnity may include
expenses, including attorneys' fees, actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit,
provided such person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the corporation's best interests, provided
that no indemnification is permitted without judicial approval if the officer,
director, employee or agent is adjudged to be liable to the corporation. Where
an officer, director, employee or agent is successful on the merits or otherwise
in the defense of any action referred to above, the corporation must indemnify
him or her against the expenses which such officer or director has actually and
reasonably incurred.
Capital II's Certificate of Incorporation provides that to the fullest
extent permitted by the General Corporation Law of the State of Delaware as the
same exists or may hereafter be amended, a director of Capital II shall not be
liable to Capital II or its stockholders for monetary damages for a breach of
fiduciary duty as a director.
Article V of the By-laws of Capital II ("Article V") provides, among other
things, that each person who was or is made a party or is threatened to be made
a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she,
or a person of whom he or she is the legal representative, is or was a director
or officer, of the corporation or is or was serving at the request of Capital II
as a director, officer, employee, fiduciary, or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, shall be indemnified
and held harmless by Capital II to the fullest extent which it is empowered to
do so by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended but, in the case of any such amendment, only
to the extent that such amendment permits Capital II to provide broader
indemnification rights than said law permitted the corporation to provide prior
to such amendment, against all expense, liability and loss, including attorneys'
fees actually and reasonably incurred by such person in connection with such
proceeding, and such indemnification shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that, Capital II shall
indemnify any such person seeking indemnification in connection with a
proceeding initiated by such person only if such proceeding was authorized by
the board of directors of Capital II.
Article V also provides that persons who are not covered by the foregoing
provisions of Article V and who are or were employees or agents of Capital II,
or who are or were serving at the request of Capital II as employees or agents
of another corporation,
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partnership, joint venture, trust or other enterprise, may be indemnified to the
extent authorized at any time or from time to time by the board of directors.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him or her in any
such capacity, arising out of his or her status as such, whether or not the
corporation would otherwise have the power to indemnify him or her under Section
145.
Article V further provides that Capital II may purchase and maintain
insurance on its behalf and on behalf of any person who is or was a director,
officer, employee, fiduciary or agent of Capital II or was serving at the
request of Capital II as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in any such
capacity, whether or not Capital II would have the power to indemnify such
person against such liability under Article V.
All of Capital II's directors and officers will be covered by insurance
policies intended to be obtained by Capital II against certain liabilities for
actions taken in such capacities, including liabilities under the Securities Act
of 1933.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS.
EXHIBIT
NUMBER EXHIBIT
- ------- -------
2.1 Contribution and Assumption Agreement, dated November 6,
1997, by and among Holdings and TransWestern.(1)
2.2 Assignment and Assumption Agreement, dated November 6, 1997,
by and among Holdings and TransWestern.(1)
2.3 Bill of Sale, dated November 6, 1997 by and among Holdings
and TransWestern.(1)
2.4 Asset Purchase Agreement with Universal Phone Books, Inc.,
incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K, dated November 30, 1998.
2.5 Asset Purchase Agreement with United Directory Services,
Inc., incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K, dated January 5, 1999.
3.1 Certificate of Formation of TransWestern.(1)
3.2 Certificate of Incorporation of Capital II.(1)
3.3 By-Laws of Capital II.(1)
3.4 Limited Liability Company Agreement of TransWestern
Publishing Company LLC.(1)
3.5 Certificate of Incorporation of TCC.(1)
3.6 By-Laws of TCC.(1)
3.7 Certificate of Incorporation of Target Directories of
Michigan, Inc.*
3.8 By-Laws of Target Directories of Michigan, Inc.*
4.1 Indenture, dated as of November 12, 1997 by and between the
Company and Wilmington Trust Company, as Trustee for the
Series B notes.(1)
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EXHIBIT
NUMBER EXHIBIT
- ------- -------
4.2 Form of Series B 9 5/8% Senior Subordinated Notes due
2007.(1)
4.3 Securities Purchase Agreement, dated as of November 6, 1997,
by and among the Company, Holdings, TCC and the Initial
Purchasers of the Series A/B notes.(1)
4.4 Registration Rights Agreement, dated as of November 12,
1997, by and among the Company and the Initial Purchasers of
the Series A/B notes.(1)
4.5 Form of Series D 9 5/8% Senior Subordinated Notes due 2007
and the related Guarantees.*
4.6 Indenture, dated as of December 2, 1998, by and among the
Company, Target Directories of Michigan, Inc. and Wilmington
Trust Company, as Trustee, for the Series C notes (including
the form of the Series C notes and the related Guarantees).*
4.7 Securities Purchase Agreement, dated as of December 2, 1998,
by and among the Company, Target Directories of Michigan,
Inc., Holdings, TCC and the Initial Purchasers of the Series
C notes.*
4.8 Registration Rights Agreement, dated as of December 2, 1998,
by and among the Company, Target Directories of Michigan,
Inc. and the Initial Purchasers of the Series C notes.*
5.1 Opinion of Kirkland & Ellis.
10.1 Employment Agreement, dated as of October 1, 1997, by and
between Laurence H. Bloch and TransWestern.(1)
10.2 Employment Agreement, dated as of October 1, 1997, by and
between Ricardo Puente and TransWestern.(1)
10.3 Assumption Agreement and Amended and Restated Credit
Agreement, dated as of November 6, 1997, among the Company,
the lenders listed therein and Canadian Imperial bank of
Commerce, as administrative agent, and First Union National
Bank, as documentation agent.(1)
10.4 Form of Equity Compensation Plan.(1)
10.5 Form of Executive Agreement between Holdings, TCC and each
Management Investor.(1)
10.6 Securities Purchase Agreement, dated as of November 6, 1997,
by and among Holdings, TWP Capital Corp., TransWestern, TCC
and the Initial Purchasers of the Discount Notes.(1)
10.7 Indenture relating to the Discount Notes, dated as of
November 12, 1997, by and among Holdings, TWP Capital Corp.
and Wilmington Trust Company, as Trustee.(1)
10.8 Registration Rights Agreement, dated as of November 12,
1997, by and among Holdings, TWP Capital Corp. and the
Initial Purchasers of the Discount Notes.(1)
10.9 Management Agreement, dated as of October 1, 1997, by and
among Holdings and Thomas H. Lee Company.(1)
10.10 Investors Agreement, dated as of October 1, 1997, by and
among Holdings, TCC and the limited partners of Holdings.(1)
12.1 Statement regarding computation of ratio of earnings to
fixed charges.
21.1 Subsidiaries of TransWestern, incorporated by reference to
Exhibit 21.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended April 30, 1998.
23.1 Consent of Ernst & Young LLP, Independent Auditors.*
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EXHIBIT
NUMBER EXHIBIT
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23.2 Consent of Kirkland & Ellis (included in Exhibit 5.1 above).
24.1 Power of Attorney (included in Part II of the Registration
Statement).*
25.1 Statement of Eligibility of Trustee on Form T-1 with respect
to the Series D notes.
25.2 Statement of Eligibility of Trustee on Form T-1 with respect
to the guarantees of the Series D notes.
27.1 Financial Data Schedule.
99.1 Forms of Letters of Transmittal.
99.2 Forms of Notice of Guaranteed Delivery.
99.3 Forms of Tender Instructions.
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* Previously filed.
(1) Incorporated herein by reference to the same numbered exhibit to the
Company's Registration Statement on Form S-4 (Registration No. 333-42085),
originally filed with the SEC on December 12, 1997.
(b) FINANCIAL STATEMENT SCHEDULES.
All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions, are inapplicable or not material, or the information
called for thereby is otherwise included in the financial statements and
therefore has been omitted.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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(4) The undersigned registrants hereby undertake as follows: that
prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement,
by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuers undertake that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items
of the applicable form.
(5) The registrants undertake that every prospectus (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be
filed as a part of an amendment to the registration statement and will not
be used until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to
directors, officers and controlling persons of the registrants pursuant to
the provisions described under Item 20 or otherwise, the registrants have
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrants of expenses incurred or paid by a director, officer or
controlling person of the registrants in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrants will, unless in the opinion of their counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by them is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
(6) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(7) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(8) The undersigned registrants hereby undertake to respond to
requests for information that is incorporated by reference into the
prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one
business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means.
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This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.
(9) The undersigned registrants hereby undertake to supply by means of
a post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of
and included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
TransWestern Publishing Company LLC has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on the 11th day
of March, 1999.
TRANSWESTERN PUBLISHING COMPANY LLC
By: /s/ LAURENCE H. BLOCH
------------------------------------
Name: Laurence H. Bloch
Title: President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities indicated on the 11th day of March, 1999.
SIGNATURE CAPACITY
--------- --------
/s/ RICARDO PUENTE President, Chief Executive Officer and Director
- -------------------------------------------------------- of TCC (Principal Executive Officer)
Ricardo Puente
/s/ LAURENCE H. BLOCH Chairman, Secretary and Director of TCC
- --------------------------------------------------------
Laurence H. Bloch
/s/ JOAN M. FIORITO Vice President, Chief Financial Officer and
- -------------------------------------------------------- Assistant Secretary (Principal Financial and
Joan M. Fiorito Accounting Officer)
* Director of TCC
- --------------------------------------------------------
C. Hunter Boll
* Director of TCC
- --------------------------------------------------------
Terrence M. Mullen
* Director of TCC
- --------------------------------------------------------
Christopher J. Perry
* Director of TCC
- --------------------------------------------------------
Scott A. Schoen
* Director of TCC
- --------------------------------------------------------
Marcus D. Wedner
- -------------------------
TCC is the Manager of TransWestern Publishing Company LLC.
* The undersigned, by signing her name hereto, does sign and execute this
Amendment No. 1 to the Registration Statement on behalf of the above named
officers and directors of the Company pursuant to a Power of Attorney executed
by such officers and directors and previously filed with the Securities and
Exchange Commission.
/s/ JOAN M. FIORITO
- --------------------------------------
Joan M. Fiorito, Attorney in Fact
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, TWP
Capital Corp. II has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on the 11th day of
March, 1999.
TWP CAPITAL CORP. II
By: /s/ LAURENCE H. BLOCH
------------------------------------
Name: Laurence H. Bloch
Title: President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities indicated on the 11th day of March, 1999.
SIGNATURE CAPACITY
--------- --------
/s/ LAURENCE H. BLOCH President, Secretary and Director
- -------------------------------------------------- (Principal Executive Officer)
Laurence H. Bloch
/s/ JOAN M. FIORITO Vice President and Assistant Secretary
- -------------------------------------------------- (Principal Financial and Accounting Officer)
Joan M. Fiorito
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Target Directories of Michigan, Inc. has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on the 11th day
of March, 1999.
TARGET DIRECTORIES OF MICHIGAN, INC.
By: /s/ RICARDO PUENTE
------------------------------------
Name: Ricardo Puente
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities indicated on the 11th day of March, 1999.
SIGNATURE CAPACITY
--------- --------
/s/ RICARDO PUENTE President, Chief Executive Officer and Director
- -------------------------------------------------------- (Principal Executive Officer)
Ricardo Puente
/s/ LAURENCE H. BLOCH Treasurer and Director
- --------------------------------------------------------
Laurence H. Bloch
/s/ JOAN M. FIORITO Vice President, Chief Financial Officer and
- -------------------------------------------------------- Secretary (Principal Financial and Accounting
Joan M. Fiorito Officer)
* Director
- --------------------------------------------------------
C. Hunter Boll
* Director
- --------------------------------------------------------
Terrence M. Mullen
* Director
- --------------------------------------------------------
Scott A. Schoen
* Director
- --------------------------------------------------------
Christopher J. Perry
* Director
- --------------------------------------------------------
Marcus D. Wedner
* The undersigned, by signing her name hereto, does sign and execute this
Amendment No. 1 to the Registration Statement on behalf of the above named
officers and directors of the Company pursuant to a Power of Attorney executed
by such officers and directors and previously filed with the Securities and
Exchange Commission.
/s/ JOAN M. FIORITO
- --------------------------------------
Joan M. Fiorito, Attorney in Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
------- -------
2.1 Contribution and Assumption Agreement, dated November 6,
1997, by and among Holdings and TransWestern.(1)
2.2 Assignment and Assumption Agreement, dated November 6, 1997,
by and among Holdings and TransWestern.(1)
2.3 Bill of Sale, dated November 6, 1997 by and among Holdings
and TransWestern.(1)
2.4 Asset Purchase Agreement with Universal Phone Books, Inc.,
incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K, dated November 30, 1998.
2.5 Asset Purchase Agreement with United Directory Services,
Inc., incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K, dated January 5, 1999.
3.1 Certificate of Formation of TransWestern.(1)
3.2 Certificate of Incorporation of Capital II.(1)
3.3 By-Laws of Capital II.(1)
3.4 Limited Liability Company Agreement of TransWestern
Publishing Company LLC.(1)
3.5 Certificate of Incorporation of TCC.(1)
3.6 By-Laws of TCC.(1)
3.7 Certificate of Incorporation of Target Directories of
Michigan, Inc.*
3.8 By-Laws of Target Directories of Michigan, Inc.*
4.1 Indenture, dated as of November 12, 1997 by and between the
Company and Wilmington Trust Company, as Trustee for the
Series B notes.(1)
4.2 Form of Series B 9 5/8% Senior Subordinated Notes due
2007.(1)
4.3 Securities Purchase Agreement, dated as of November 6, 1997,
by and among the Company, Holdings, TCC and the Initial
Purchasers of the Series A/B notes.(1)
4.4 Registration Rights Agreement, dated as of November 12,
1997, by and among the Company and the Initial Purchasers of
the Series A/B notes.(1)
4.5 Form of Series D 9 5/8% Senior Subordinated Notes due 2007
and the related Guarantees.*
4.6 Indenture, dated as of December 2, 1998, by and among the
Company, Target Directories of Michigan, Inc. and Wilmington
Trust Company, as Trustee, for the Series C notes (including
the form of the Series C notes and the related Guarantees).*
4.7 Securities Purchase Agreement, dated as of December 2, 1998,
by and among the Company, Target Directories of Michigan,
Inc., Holdings, TCC and the Initial Purchasers of the Series
C notes.*
4.8 Registration Rights Agreement, dated as of December 2, 1998,
by and among the Company, Target Directories of Michigan,
Inc. and the Initial Purchasers of the Series C notes.*
5.1 Opinion of Kirkland & Ellis.
10.1 Employment Agreement, dated as of October 1, 1997, by and
between Laurence H. Bloch and TransWestern.(1)
10.2 Employment Agreement, dated as of October 1, 1997, by and
between Ricardo Puente and TransWestern.(1)
13
EXHIBIT
NUMBER EXHIBIT
------- -------
10.3 Assumption Agreement and Amended and Restated Credit
Agreement, dated as of November 6, 1997, among the Company,
the lenders listed therein and Canadian Imperial bank of
Commerce, as administrative agent, and First Union National
Bank, as documentation agent.(1)
10.4 Form of Equity Compensation Plan.(1)
10.5 Form of Executive Agreement between Holdings, TCC and each
Management Investor.(1)
10.6 Securities Purchase Agreement, dated as of November 6, 1997,
by and among Holdings, TWP Capital Corp., TransWestern, TCC
and the Initial Purchasers of the Discount Notes.(1)
10.7 Indenture relating to the Discount Notes, dated as of
November 12, 1997, by and among Holdings, TWP Capital Corp.
and Wilmington Trust Company, as Trustee.(1)
10.8 Registration Rights Agreement, dated as of November 12,
1997, by and among Holdings, TWP Capital Corp. and the
Initial Purchasers of the Discount Notes.(1)
10.9 Management Agreement, dated as of October 1, 1997, by and
among Holdings and Thomas H. Lee Company.(1)
10.10 Investors Agreement, dated as of October 1, 1997, by and
among Holdings, TCC and the limited partners of Holdings.(1)
12.1 Statement regarding computation of ratio of earnings to
fixed charges.
21.1 Subsidiaries of TransWestern, incorporated by reference to
Exhibit 21.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended April 30, 1998.
23.1 Consent of Ernst & Young LLP, Independent Auditors.*
23.2 Consent of Kirkland & Ellis (included in Exhibit 5.1 above).
24.1 Power of Attorney (included in Part II of the Registration
Statement).*
25.1 Statement of Eligibility of Trustee on Form T-1 with respect
to the Series D notes.
25.2 Statement of Eligibility of Trustee on Form T-1 with respect
to the guarantees of the Series D notes.
27.1 Financial Data Schedule.
99.1 Forms of Letters of Transmittal.
99.2 Forms of Notice of Guaranteed Delivery.
99.3 Forms of Tender Instructions.
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* Previously filed.
(1) Incorporated herein by reference to the same numbered exhibit to the
Company's Registration Statement on Form S-4 (Registration No. 333-42085),
originally filed with the SEC on December 12, 1997.