-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T/F/guR6XV+exp8ZUM3wPZWJAvlruHz2qu67b5i8zALOo/ZFmFdAOli8hd0VgRms FtxOuE2wl4gf6h/ccRGp+Q== 0000769993-04-000359.txt : 20040507 0000769993-04-000359.hdr.sgml : 20040507 20040507170834 ACCESSION NUMBER: 0000769993-04-000359 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040505 FILED AS OF DATE: 20040507 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: R H DONNELLEY CORP CENTRAL INDEX KEY: 0000030419 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 132740040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1001 WINSTEAD DRIVE CITY: CARY STATE: NC ZIP: 27513 BUSINESS PHONE: 9198046000 MAIL ADDRESS: STREET 1: 1001 WINSTEAD DRIVE CITY: CARY STATE: NC ZIP: 27513 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET COMPANIES INC DATE OF NAME CHANGE: 19790429 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OTOOLE TERENCE M CENTRAL INDEX KEY: 0001029627 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 04790045 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129027202 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 4 1 rhd4040505tmo_ex.xml X0202 4 2004-05-05 0 0000030419 R H DONNELLEY CORP RHD 0001029627 OTOOLE TERENCE M C/O GOLDMAN, SACHS & CO. 85 BROAD STREET NEW YORK NY 10004 1 0 0 0 Common Stock 2004-05-05 4 A 0 3000 0 A 10584 I See Footnotes Stock Options (right to buy) 47.06 2004-05-05 4 A 0 1500 0 A 2011-05-05 Common Stock 1500 1500 I See Footnotes Stock Options (right to buy) 47.06 2004-05-05 4 A 0 1500 0 A 2011-05-05 Common Stock 1500 1500 I See Footnotes Convertible Cumulative Preferred Stock Common Stock 8341119 200604 I See Footnotes Warrants to purchase Common Stock 28.62 2008-01-03 Common Stock 1072500 1072500 I See Footnotes Warrants to purchase Common Stock 26.28 2008-01-03 Common Stock 577500 577500 I See Footnotes Stock Options (right to buy) 29.585 2010-05-01 Common Stock 1500 1500 I See Footnotes Stock Options (right to buy) 29.585 2010-05-01 Common Stock 1500 1500 I See Footnotes Stock Options (right to buy) 29.205 2013-01-03 Common Stock 1500 1500 I See Footnotes Stock Options (right to buy) 29.205 2013-01-03 Common Stock 1500 1500 I See Footnotes The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a direct and indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any. The 3,000 shares of common stock, par value $1.00 per share (the "Common Stock"), of R.H. Donnelley Corporation (the "Company") were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan, consisting of 1,500 deferred shares granted to the Reporting Person and 1,500 deferred shares granted to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. GS Group may be deemed to beneficially own, in aggregate, 9,000 shares of Common Stock which were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan, consisting of grants of 1,500 deferred shares to each of the Reporting Person and Robert R. Gheewalla, on the grant dates of January 3, 2003, May 1, 2003 and May 5, 2004. Each of the Reporting Person and Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group. Each grant of 1,500 deferred shares vests one third at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant. Goldman Sachs owns beneficially and directly and GS Group may be deemed to own beneficially and indirectly 1,584 shares of Common Stock. Goldman Sachs also has open short positions of 10,541 shares of Common Stock. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to the Reporting Person. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was May 5, 2004. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was May 5, 2004. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. Each share of Convertible Cumulative Preferred Stock ("Preferred Stock") is convertible at any time at the option of the holder into a number of fully paid and nonassessable shares of Common Stock equal to $1,000 for each share of Preferred Stock outstanding, plus an amount equal to all accrued but unpaid dividends thereon as of the date of conversion, divided by $24.05. The Certificate of Designations governing the Preferred Stock contains customary anti-dilution protection for the shares of Pr eferred Stock. The number of shares of Common Stock underlying the Preferred Stock increases as dividends accumulate on the Preferred Stock. The Preferred Stock may be redeemed by R.H. Donnelley Corporation, at its option, at any time after January 3, 2013. Goldman Sachs and GS Group may be deemed to own beneficially and indirectly 200,604 shares of Preferred Stock of the Company which are convertible into 8,341,119 shares of Common Stock and warrants to purchase 1,650,000 shares of Common Stock, through certain investment partnerships and limited liability companies (collectively, the "Funds") of which Goldman Sachs or affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. The Preferred Stoc k and warrants reported herein are owned by the Funds. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to the Reporting Person. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was May 1, 2003. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was May 1, 2003. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to the Reporting Person. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was January 3, 2003. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was January 3, 2003. Robert R. Gheewalla has an understanding with GS Gr oup pursuant to which he holds such options for the benefit of GS Group. s/ Roger S. Begelman, Attorney-in-fact 2004-05-07 -----END PRIVACY-ENHANCED MESSAGE-----