-----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, Mm1JaE4LzQt1AeKbV4hfQbDPrxQjwp2vC66UreLmKQVtEslLNqNBaYssuLGktN9r stIdRdxg6LnSVzXOAx8llQ== 0000895345-04-000212.txt : 20040326 0000895345-04-000212.hdr.sgml : 20040326 20040326182219 ACCESSION NUMBER: 0000895345-04-000212 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040319 FILED AS OF DATE: 20040326 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG CENTRAL INDEX KEY: 0001232108 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 04694250 MAIL ADDRESS: STREET 1: MESSE TURM 60308 STREET 2: FRANKFURT AM MAIN CITY: GERMANY STATE: 2M ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: GS CAPITAL PARTNERS 2000 GMBH & CO BETELLGUNGS KG DATE OF NAME CHANGE: 20030509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS CAPITAL PARTNERS 2000 OFFSHORE LP CENTRAL INDEX KEY: 0001232112 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 04694251 MAIL ADDRESS: STREET 1: MESSE TURM 60308 STREET 2: FRANKFURT AM MAIN CITY: GERMANY STATE: 2M ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS CAPITAL PARTNERS 2000 LP CENTRAL INDEX KEY: 0001122198 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 04694252 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET 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: 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: 04694258 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: GOLDMAN SACHS MANAGEMENT GP GMBH CENTRAL INDEX KEY: 0001232073 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 04694254 BUSINESS ADDRESS: STREET 1: MESSETURM 60308 STREET 2: FRANKFURT AM MAIN CITY: GERMANY STATE: 2M ZIP: 00000 MAIL ADDRESS: STREET 1: MESSETURM 60308 STREET 2: FRANKFURT AM MAIN CITY: GERMANY STATE: 2M ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS ADVISORS 2000 LLC CENTRAL INDEX KEY: 0001232077 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 04694255 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 CAPITAL PARTNERS 2000 EMPLOYEE FUND LP CENTRAL INDEX KEY: 0001232085 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 04694249 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: 04694253 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: ONE MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9149336800 MAIL ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 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: GOLDMAN SACHS GROUP INC/ CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1128 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 04694257 BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS & CO CENTRAL INDEX KEY: 0000769993 STATE OF INCORPORATION: NY FISCAL YEAR END: 1127 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 04694256 BUSINESS ADDRESS: STREET 1: 85 BROAD ST STREET 2: C/O GOLDMAN SACHS & CO CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 4 1 jl4-donnelley_goldmanex.xml X0201 4 2004-03-19 0 0000030419 R H DONNELLEY CORP RHD 0000886982 GOLDMAN SACHS GROUP INC/ 85 BROAD ST NEW YORK NY 10004 0 0 1 0 0000769993 GOLDMAN SACHS & CO 85 BROAD ST C/O GOLDMAN SACHS & CO NEW YORK NY 10004 0 0 1 0 0001232077 GS ADVISORS 2000 LLC 85 BROAD ST NEW YORK NY 10004 0 0 1 0 0001232073 GOLDMAN SACHS MANAGEMENT GP GMBH MESSETURM 60308 FRANKFURT AM MAIN GERMANY 2M 00000 GERMANY 0 0 1 0 0001232086 GS EMPLOYEE FUNDS 2000 GP LLC 85 BROAD ST NEW YORK NY 10004 0 0 1 0 0001122198 GS CAPITAL PARTNERS 2000 LP 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 0001232112 GS CAPITAL PARTNERS 2000 OFFSHORE LP MESSE TURM 60308 FRANKFURT AM MAIN GERMANY 2M 00000 GERMANY 0 0 1 0 0001232108 GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG MESSE TURM 60308 FRANKFURT AM MAIN GERMANY 2M 00000 GERMANY 0 0 1 0 0001232085 GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP 85 BROAD ST NEW YORK NY 10004 0 0 1 0 0001232063 GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP 85 BROAD ST NEW YORK NY 10004 0 0 1 0 Common Stock 2004-03-19 4 J 0 1526 0 A 7584 I See Stock Options (right to buy) 29.585 2010-05-01 Common Stock 1500 1500 I See Stock Options (right to buy) 29.585 2010-05-01 Common Stock 1500 1500 I See Convertible Cumulative Preferred Stock Common Stock 8341119 200804 I See Warrants to Purchase Common Stock 26.28 2008-01-03 Common Stock 577500 577500 I See Warrants to Purchase Common Stock 28.62 2008-01-03 Common Stock 1072500 1072500 I See Stock Options (right to buy) 29.205 2013-01-03 Common Stock 1500 1500 I See Stock Options (right to buy) 29.205 2013-01-03 Common Stock 1500 1500 I See As a result of an internal restructuring among subsidiaries of The Goldman Sachs Group, Inc. ("GS Group"), 1,526 shares of Common Stock and an open short position of 7,126 shares of Common Stock that were previously held by affiliates of GS Group but were disaggregated from securities held by Goldman, Sachs & Co. ("Goldman Sachs") and the investment partnerships specified below in footnote 2 are now held directly by Goldman Sachs and are aggregated with securities held by such investment partner ships. See Exhibit 99.1. GS Group may be deemed to own 6,000 shares of Common Stock owned by Robert R. Gheewalla and Terence M. O'Toole, each a managing director of Goldman Sachs, in their capacity as directors of R.H. Donnelley Corporation (the "Company"). Each of Robert R. Gheewalla and Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group. In addition, 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. Goldman Sachs is an 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 other than 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 an 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 an 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. Each share of Convertible Cumulative Preferred Stock (the "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. Immediately exercisable. The number of shares of Common Stock underlying the Preferred Stock increases as dividends accumulate on the Preferred Stock. See Exhibit 99.1. 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 an 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 an 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/ Roger S. Begelman, Attorney-in-fact 2004-03-25 /s/ Roger S. Begelman, Attorney-in-fact 2004-03-25 /s/ Roger S. Begelman, Attorney-in-fact 2004-03-25 /s/ Roger S. Begelman, Attorney-in-fact 2004-03-25 /s/ Roger S. Begelman, Attorney-in-fact 2004-03-25 /s/ Roger S. Begelman, Attorney-in-fact 2004-03-25 /s/ Roger S. Begelman, Attorney-in-fact 2004-03-25 /s/ Roger S. Begelman, Attorney-in-fact 2004-03-25 /s/ Roger S. Begelman, Attorney-in-fact 2004-03-25 /s/ Roger S. Begelman, Attorney-in-fact 2004-03-25 EX-99 3 exh99_1-dogo.txt 2. This statement is being filed by GS Group, 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"). The principal business address of each Reporting Person (other than G.S. oHG, GS GmbH, GS Offshore and GS Germany) is 85 Broad Street, New York, NY 10004. The principal business address for GS Offshore is c/o M&C Corporate Services Limited, P.O. Box 309, Grand Cayman, Cayman Islands. The principal business address for each of GS Germany, GS GmbH and GS oHG is MesseTurm, 60308 Frankfurt am Main, Germany. Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. 9. GS Group may be deemed to own beneficially and indirectly an aggregate of 9,991,119 shares of Common Stock by reason of the Purchasers' beneficial ownership of (i) 200,604 shares of Preferred Stock, which are convertible into 8,341,119 shares of Common Stock, (ii) Warrants to purchase 1,072,500 shares of Common Stock at an exercise price of $28.62 per share ("Warrants") and (iii) warrants to purchase 577,500 shares of Common Stock at an exercise of $26.28 per share (the "November Warrants"). Goldman Sachs may be deemed to own beneficially and indirectly an aggregate of 9,991,119 shares of Common Stock by reason of the Purchasers' beneficial ownership of (i) 200,604 shares of Preferred Stock, which are convertible into 8,341,119 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 or managing partners of the Purchasers. Goldman Sachs is the investment manager of each of the Purchasers. Goldman Sachs is an 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 5,509,787 shares of Common Stock by reason of GS Capital's beneficial ownership of (i) 110,627 shares of Preferred Stock, which are convertible into 4,599,875 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 2,002,019 shares of Common Stock by reason of GS Offshore's beneficial ownership of (i) 40,197 shares of Preferred Stock, which are convertible into 1,671,392 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 230,214 shares of Common Stock by reason of GS Germany's beneficial ownership of (i) 4,622 shares of Preferred Stock, which are convertible into 192,182 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 1,749,552 shares of Common Stock by reason of GS Employee's beneficial ownership of (i) 35,128 shares of Preferred Stock, which are convertible into 1,460,623 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 499,547 shares of Common Stock by reason of GS Direct's beneficial ownership of (i) 10,030 shares of Preferred Stock, which are convertible into 417,047 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. -----END PRIVACY-ENHANCED MESSAGE-----