-----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, JoxFOfiuLP3esEtaTrvnXlUH0+RxVGYV6qy5vSpV0pQm872UnRasnOd0qtmKbXj2 yONKvKXtQ9IFP+58Jq8IkA== 0000769993-05-000029.txt : 20050119 0000769993-05-000029.hdr.sgml : 20050119 20050119170816 ACCESSION NUMBER: 0000769993-05-000029 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050114 FILED AS OF DATE: 20050119 DATE AS OF CHANGE: 20050119 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP CENTRAL INDEX KEY: 0001232063 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 05536936 BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS EMPLOYEE FUNDS 2000 GP LLC CENTRAL INDEX KEY: 0001232086 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 05536935 BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 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 4 1 rhd4050114gsdirect_ex.xml GS DIRECT X0202 4 2005-01-14 0 0000030419 R H DONNELLEY CORP RHD 0001232063 GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP 85 BROAD ST NEW YORK NY 10004 0 0 1 0 0001232086 GS EMPLOYEE FUNDS 2000 GP LLC 85 BROAD ST NEW YORK NY 10004 0 0 1 0 Common Stock 9058 I See Footnotes Convertible Cumulative Preferred Stock 2005-01-14 4 S 0 100303 D Common Stock 4898521 100301 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 Footnote Stock Options (right to buy) 29.585 2010-05-01 Common Stock 1500 1500 I See Footnote Stock Options (right to buy) 47.06 2011-05-05 Common Stock 1500 1500 I See Footnote Stock Options (right to buy) 47.06 2011-05-05 Common Stock 1500 1500 I See Footnote Stock Options (right to buy) 29.205 2013-01-03 Common Stock 1500 1500 I See Footnote Stock Options (right to buy) 29.205 2013-01-03 Common Stock 1500 1500 I See Footnote This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors 2000, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000"), GS Capital Partners 2000, L.P. ("GS Capital"), GS Capital Partners 2000 Offshore, L.P. ("GS Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GS Germany"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct" and, together with GS Capital, GS Offshore, GS Germany and GS Employee, the "Purchasers") (GS Group, Goldman Sachs, GS Advisors, GS oHG, GS GmbH, GS Employee 2000, and the Purchasers, collectively, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. GS Group may be deemed to beneficially own, in aggregate, 9,000 shares of R.H. Donnelley Corporation (the "Company"), common stock, par value $1.00 per share ("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 Robert R. Gheewalla and Terence M. O'Toole, each a managing director of Goldman Sachs, in their capacity as directors of the Company, on the grant dates of January 3, 2003, May 1, 2003 and May 5, 2004. Each grant of 1,500 deferred shares vests in equal annual installments 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 58 shares of Common Stock. Goldman Sachs also has open short positions of 9,015 shares of Common Stock. Goldman Sachs is a direct and indirect wholly owned subsidiary of GS Group. Each of the Reporting Persons, other than Goldman Sachs and GS Group, disclaims beneficial ownership of the shares of Common Stock directly owned by Goldman Sachs and GS Group. On January 14, 2005, pursuant to the Stock Purchase Agreement, dated as of January 10, 2005, and among the Company and the Purchasers, the Purchasers sold the following shares of Convertible Cumulative Preferred Stock ("Preferred Stock") to the Company for $2,763.60 per share: GS Capital Partners sold 55,314 shares of Preferred Stock, which were convertible into 2,701,384 shares of Common Stock; GS Offshore sold 20,099 shares of Preferred Stock, which were convertible into 981,580 shares of Common Stock; GS Germany sold 2,311 shares of Preferred Stock, which were convertible into 112,862 shares of Common Stock; GS Employee sold 17,564 shares of Preferred Stock, which were convertible into 857,777 shares of Common Stock; and GS Direct sold 5,015 shares of Preferred Stock, which were convertible into 244,918 shares of Common Stock. Each share of 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 Preferred Stock. The Preferred Stock may be redeemed by the Company, at its option, at any time after January 3, 2013. The number of shares of Common Stock underlying the Preferred Stock increases as dividends accumulate on the Preferred Stock. Immediately exercisable. GS Group may be deemed to own beneficially and indirectly an aggregate of 6,548,423 shares of Common Stock by reason of the Purchasers' beneficial ownership of (i) 100,301 shares of Preferred Stock, which are convertible into 4,898,423 shares of Common Stock, (ii) warrants at an exercise price of $28.62 per share ("Warrants") to purchase 1,072,500 shares of Common Stock and (iii) warrants at an exercise of $26.28 per share (the "November Warrants") to purchase 577,500 shares of Common Stock. Goldman Sachs may be deemed to own beneficially and indirectly an aggregate of 6,548,423 shares of Common Stock by reason of the Purchasers' beneficial ownership of (i) 100,301 shares of Preferred Stock, which are convertible into 4,898,423 shares of Common Stock and (ii) Warrants to purchase 1,072,500 shares of Common Stock and (iii) November Warrants to purchase 577,500 shares of Common Stock. Affiliates of GS Group and Goldman Sachs are the general partners, managing general partners or managing partners of the Purchasers. Goldman Sachs is the investment manager of each of the Purchasers. Goldman Sachs is a direct and indirect wholly owned subsidiary of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities owned by the Purchasers except to the extent of their pecuniary interest therein. Each of the Reporting Persons other than Goldman Sachs and GS Group disclaims beneficial ownership of the shares of Common Stock directly owned by Goldman Sachs and GS Group. GS Capital may be deemed to own beneficially and directly and its general partner, GS Advisors, may be deemed to own beneficially and indirectly an aggregate of 3,611,247 shares of Common Stock by reason of GS Capital's beneficial ownership of (i) 55,313 shares of Preferred Stock, which are convertible into 2,701,335 shares of Common Stock, (ii) Warrants to purchase 591,442 shares of Common Stock and (iii) November Warrants to purchase 318,470 shares of Common Stock. GS Advisors disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. GS Offshore may be deemed to own beneficially and directly, and its general partner, GS Advisors, may be deemed to own beneficially and indirectly an aggregate of 1,312,158 shares of Common Stock by reason of GS Offshore's beneficial ownership of (i) 20,098 shares of Preferred Stock, which are convertible into 981,531 shares of Common Stock, (ii) Warrants to purchase 214,908 shares of Common Stock and (iii) November Warrants to purchase 115,719 shares of Common Stock. GS Advisors disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. GS Germany may be deemed to own beneficially and directly and each of (a) GS GmbH, the managing partner of GS Germany and (b) GS oHG, the sole stockholder of GS GmbH, may be deemed to own beneficially and indirectly an aggregate of 150,894 shares of Common Stock by reason of GS Germany's beneficial ownership of (i) 2,311 shares of Preferred Stock, which are convertible into 112,862 shares of Common Stock, (ii) Warrants to purchase 24,721 shares of Common Stock and (iii) November Warrants to purchase 13,311 shares of Common Stock. Each of GS GmbH and GS oHG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. GS Employee may be deemed to own beneficially and directly and its general partner, GS Employee 2000, may be deemed to own beneficially and indirectly an aggregate of 1,146,706 shares of Common Stock by reason of GS Employee's beneficial ownership of (i) 17,564 shares of Preferred Stock, which are convertible into 857,777 shares of Common Stock, (ii) Warrants to purchase 187,804 shares of Common Stock and (iii) November Warrants to purchase 101,125 shares of Common Stock. GS Employee 2000 disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. GS Direct may be deemed to own beneficially and directly, and its general partner, GS Employee 2000, may be deemed to own beneficially and indirectly an aggregate of 327,418 shares of Common Stock by reason of GS Direct's beneficial ownership of (i) 5,015 shares of Preferred Stock, which are convertible into 244,918 shares of Common Stock, (ii) Warrants to purchase 53,625 shares of Common Stock and (iii) November Warrants to purchase 28,875 shares of Common Stock. GS Employee 2000 disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. 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. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. 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 Terence M. O'Toole, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. 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. Terence M. O'Toole 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. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. 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. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Terence M. O'Toole, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. 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. Terence M. O'Toole 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. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. 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 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 Terence M. O'Toole, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. 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. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. /s/ Ted Chang, Attorney-in-fact 2005-01-19 /s/ Ted Chang, Attorney-in-fact 2005-01-19 EX-24 2 gsdirectpoa.txt GS DIRECT LP POWER OF ATTORNEY --------------------- KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Edward T. Joel and Ted Chang, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of October 21, 2004. GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. By: GS Employee Funds 2000 GP, L.L.C. s/ Kaca B. Enquist - ---------------------------------------------------- KACA B. ENQUIST, Vice President EX-24 3 gsemployeellcpoa.txt GS EMPLOYEE LLC POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS EMPLOYEE FUNDS 2000 GP, L.L.C. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Edward T. Joel and Ted Chang, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of August 19, 2004. GS EMPLOYEE FUNDS 2000 GP, L.L.C. By: s/ Kaca B. Enquist ------------------------------------------------ KACA B. ENQUIST, Vice President -----END PRIVACY-ENHANCED MESSAGE-----