1 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): July 18, 2000 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: 3 2 Item 2: Acquisition or Disposition of Assets. On July 18, 2000, TransWestern Publishing Company LLC (the Company), a wholly-owned subsidiary of TransWestern Holdings, L.P. acquired 9 Directories in Florida and Louisiana from The New York Times Company for cash in the amount of approximately $16.6 million, which was funded with borrowings under the Company's revolving credit facility. The Company also assumed certain liabilities of The New York Times Company totaling approximately $0.3 million. 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. 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: July 24, 2000 TransWestern Holdings, L.P. --------------------------- [Name of Registrant] By: TransWestern Communications Company, Inc. ----------------------------------------- (General Partner) By: /s/ Joan M. Fiorito ------------------- Name: Joan M. Fiorito Title: Vice President, Chief Financial Officer & Assistant Secretary (Principal Financial and Accounting Officer) -2- 3 Exhibit Index Exhibit Number Description of Exhibit - -------------- ---------------------- 2.1 Asset Purchase Agreement dated as of June 23, 2000, between TransWestern Publishing Company LLC and The New York Times Company. 99.1 Press release dated June 26, 2000 99.2 Press release dated July 19, 2000 -3-