<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 2, 1998.
REGISTRATION NO. 333-42085
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
AMENDMENT NO. 3 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)
<TABLE>
<S> <C> <C>
DELAWARE 2741 33-0778740
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
---------------------------
TWP CAPITAL CORP. II
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 2741 33-0778739
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
---------------------------
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)
---------------------------
<TABLE>
<S> <C>
JOAN M. FIORITO Copy to:
8344 CLAIREMONT MESA BOULEVARD WILLIAM S. KIRSCH, P.C.
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)
</TABLE>
---------------------------
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. [ ]
---------------------------
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.
================================================================================
<PAGE> 2
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 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 (including
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
II-1
<PAGE> 3
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, 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.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<S> <C>
2.1 Contribution and Assumption Agreement, dated November 6,
1997, by and among Holdings and TransWestern.*
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<S> <C>
2.2 Assignment and Assumption Agreement, dated November 6, 1997,
by and among Holdings and TransWestern.*
2.3 Bill of Sale, dated November 6, 1997 by and among Holdings
and TransWestern.*
3.1 Certificate of Formation of TransWestern.*
3.2 Certificate of Incorporation of Capital II.*
3.3 By-Laws of Capital II.*
3.4 Limited Liability Company Agreement of TransWestern
Publishing Company LLC.*
3.5 Certificate of Incorporation of TCC.*
3.6 By-Laws of TCC.*
4.1 Indenture, dated as of November 12, 1997, by and between the
Company and Wilmington Trust Company, as Trustee.*
4.2 Form of 9 5/8% Senior Subordinated Notes due 2007.*
4.3 Securities Purchase Agreement, dated as of November 6, 1997,
by and among the Company, Holdings, TCC, and the Initial
Purchasers.*
4.4 Registration Rights Agreement, dated as of November 12,
1997, by and among the Company and the Initial Purchasers.*
5.1 Opinion of Kirkland & Ellis.*
8.1 Opinion of Kirkland & Ellis.*
10.1 Employment Agreement, dated as of October 1, 1997, by and
between Laurence H. Bloch and TransWestern.*
10.2 Employment Agreement, dated as of October 1, 1997, by and
between Ricardo Puente and TransWestern.*
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.+*
10.4 Form of Equity Compensation Plan.*
10.5 Form of Executive Agreement between Holdings (formerly known
as TransWestern Publishing Company, L.P.), TCC and each
Management Investor.*
10.6 Securities Purchase Agreement, dated as of November 6, 1997,
by and among the Discount Note Issuers, TransWestern, TCC,
and the Initial Purchasers.*
10.7 Indenture, dated as of November 12, 1997 by and between the
Discount Note Issuers and Wilmington Trust Company, as
Trustee.*
10.8 Registration Rights Agreement, dated as of November 12,
1997, by and among the Discount Note Issuers and the Initial
Purchasers.*
10.9 Management Agreement, dated as of October 1, 1997, by and
between Holdings (formerly known as TransWestern Publishing
Company, L.P.) and Thomas H. Lee Company.*
10.10 Investors Agreement, dated as of October 1, 1997, by and
between Holdings (formerly known as TransWestern Publishing
Company, L.P.), TCC and the limited partners of Holdings.+*
12.1 Statement regarding computation of ratio of earnings to
fixed charges.*
21.1 Subsidiaries of Holdings and TransWestern.*
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).*
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<S> <C>
25.1 Statement of Eligibility of Trustee on Form T-1.*
27.1 Financial Data Schedule.*
99.1 Form of Letter of Transmittal.*
99.2 Form of Notice of Guaranteed Delivery.*
99.3 Form of Tender Instructions.*
</TABLE>
- ---------------
* Previously Filed.
+ The Company agrees to furnish supplementally to the Commission a copy of any
omitted schedule or exhibit to such agreement upon request by the Commission.
(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.
(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
II-4
<PAGE> 6
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. 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.
II-5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, TransWestern
Publishing Company LLC has duly caused this Amendment No. 3 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in City of San Diego, State of California, on the 2nd day of March
1998.
TRANSWESTERN PUBLISHING COMPANY LLC
By: /s/ LAURENCE H. BLOCH
-----------------------------------
Name: Laurence H. Bloch
Title: Chairman and Secretary
* * *
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 3 to the Registration Statement and Power of Attorney has been
signed below by the following persons in the capacities indicated on the 2nd day
of March 1998.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* President, Chief Executive Officer and
- -------------------------------------------- Director of TCC (Principal Executive
Ricardo Puente Officer)
* Chairman, Secretary and Director of TCC
- --------------------------------------------
Laurence H. Bloch
* 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
</TABLE>
* The undersigned, by signing her name hereto, does sign and execute this
Amendment No. 3 to the Registration Statement on behalf of the above named
officers and directors of the Company pursuant to the 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
- ------------------
** TCC is the Manager of TransWestern Publishing Company LLC.
II-6
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, TWP Capital
Corp. II has duly caused this Amendment No. 3 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in City
of San Diego, State of California, on the 2nd day of March, 1998.
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. 3 to the Registration Statement has been signed below by the
following persons in the capacities indicated on the 2nd day of March 1998.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<S> <C>
/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
</TABLE>
II-7
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ------
<S> <C>
2.1 Contribution and Assumption Agreement, dated November 6,
1997, by and among Holdings and TransWestern.*
2.2 Assignment and Assumption Agreement, dated November 6, 1997,
by and among Holdings and TransWestern.*
2.3 Bill of Sale, dated November 6, 1997 by and among Holdings
and TransWestern.*
3.1 Certificate of Formation of TransWestern.*
3.2 Certificate of Incorporation of Capital II.*
3.3 By-Laws of Capital II.*
3.4 Limited Liability Company Agreement of TransWestern
Publishing Company LLC.*
3.5 Certificate of Incorporation of TCC.*
3.6 By-Laws of TCC.*
4.1 Indenture, dated as of November 12, 1997, by and between the
Company and Wilmington Trust Company, as Trustee.*
4.2 Form of 9 5/8% Senior Subordinated Notes due 2007.*
4.3 Securities Purchase Agreement, dated as of November 6, 1997,
by and among the Company, Holdings, TCC, and the Initial
Purchasers.*
4.4 Registration Rights Agreement, dated as of November 12,
1997, by and among the Company and the Initial Purchasers.*
5.1 Opinion of Kirkland & Ellis.*
8.1 Opinion of Kirkland & Ellis.*
10.1 Employment Agreement, dated as of October 1, 1997, by and
between Laurence H. Bloch and TransWestern.*
10.2 Employment Agreement, dated as of October 1, 1997, by and
between Ricardo Puente and TransWestern.*
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.+*
10.4 Form of Equity Compensation Plan.*
10.5 Form of Executive Agreement between Holdings (formerly known
as TransWestern Publishing Company, L.P.), TCC and each
Management Investor.*
10.6 Securities Purchase Agreement, dated as of November 6, 1997,
by and among the Discount Note Issuers, TransWestern, TCC,
and the Initial Purchasers.*
10.7 Indenture, dated as of November 12, 1997 by and between the
Discount Note Issuers and Wilmington Trust Company, as
Trustee.*
10.8 Registration Rights Agreement, dated as of November 12,
1997, by and among the Discount Note Issuers and the Initial
Purchasers.*
10.9 Management Agreement, dated as of October 1, 1997, by and
between Holdings (formerly known as TransWestern Publishing
Company, L.P.) and Thomas H. Lee Company.*
10.10 Investors Agreement, dated as of October 1, 1997, by and
between Holdings (formerly known as TransWestern Publishing
Company, L.P.), TCC and the limited partners of Holdings.+*
12.1 Statement regarding computation of ratio of earnings to
fixed charges.*
21.1 Subsidiaries of Holdings and TransWestern.*
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ------
<S> <C>
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.*
27.1 Financial Data Schedule.*
99.1 Form of Letter of Transmittal.*
99.2 Form of Notice of Guaranteed Delivery.*
99.3 Form of Tender Instructions.*
</TABLE>
- ---------------
* Previously Filed.
+ The Company agrees to furnish supplementally to the Commission a copy of any
omitted schedule or exhibit to such agreement upon request by the Commission.
