8-K 1 a71619e8-k.txt FORM 8-K 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): 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 2 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 -------------- ---------------------- 2.1 Asset Purchase Agreement dated as of ~~June~~March 237, ~~2000~~2001, between TransWestern Publishing Company LLC and ~~The~~Alliance ~~New~~Media ~~York~~Group, ~~Times Company~~Inc. 99.1 Press release dated ~~June~~April 2612, ~~2000 99.2 Press release dated July 19, 2000~~2001

-2- 3 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 ------------------------------------- Name: Joan M. Fiorito Title: Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) -3- 4 Exhibit Index

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