0000895345-05-000050.txt : 20120626 0000895345-05-000050.hdr.sgml : 20120626 20050112170308 ACCESSION NUMBER: 0000895345-05-000050 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050112 DATE AS OF CHANGE: 20050112 GROUP MEMBERS: GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. GROUP MEMBERS: GOLDMAN, SACHS & CO. GROUP MEMBERS: GOLDMAN, SACHS & CO.OHG GROUP MEMBERS: GOLDMAN, SACHS MANAGEMENT GP GMBH GROUP MEMBERS: GS ADVISORS 2000, L.L.C. GROUP MEMBERS: GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGSKG GROUP MEMBERS: GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS 2000, L.P. GROUP MEMBERS: GS EMPLOYEE FUNDS 2000 GP, L.L.C. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12472 FILM NUMBER: 05526423 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC/ CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1128 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 ds13da2.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)* R.H. Donnelley Corporation ------------------------------------------------------------------------------- (Name of Issuer) Common Stock (Par Value $ 1.00 Per Share) ------------------------------------------------------------------------------- (Title of Class of Securities) 74955W307 ------------------------------------------------------------------------------- (CUSIP Number) David N. Shine, Esq. David J. Greenwald, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP Goldman, Sachs & Co. One New York Plaza 85 Broad Street New York, NY 10004 New York, NY 10004 (212) 859-8000 (212) 902-1000 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) January 10, 2005 ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. *The remainder of this cover page will be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page will not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but will be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 74955W 30 7 Page 2 of 34 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Goldman Sachs Group, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 12,000 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 11,568,647 9 SOLE DISPOSITIVE POWER EACH 12,000 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 11,568,647 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,580,647 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.9% 14 TYPE OF REPORTING PERSON HC-CO SCHEDULE 13D CUSIP No. 74955W 30 7 Page 3 of 34 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Goldman, Sachs & Co. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF, WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |X| 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 11,568,647 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 11,568,647 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,568,647 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.9% 14 TYPE OF REPORTING PERSON BD-PN-IA SCHEDULE 13D CUSIP No. 74955W 30 7 Page 4 of 34 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GS Advisors 2000, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 8,697,750 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 8,697,750 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,697,750 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.6% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP No. 74955W 30 7 Page 5 of 34 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Goldman, Sachs & Co. oHG 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 266,558 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 266,558 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 266,558 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 74955W 30 7 Page 6 of 34 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Goldman, Sachs Management GP GmbH 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 266,558 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 266,558 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 266,558 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 74955W 30 7 Page 7 of 34 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GS Employee Funds 2000 GP, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,604,181 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 2,604,181 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,604,181 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP No. 74955W 30 7 Page 8 of 34 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GS Capital Partners 2000, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 6,379,658 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 6,379,658 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,379,658 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.8% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 74955W 30 7 Page 9 of 34 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GS Capital Partners 2000 Offshore, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,318,092 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 2,318,092 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,318,092 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 74955W 30 7 Page 10 of 34 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GS Capital Partners 2000 GmbH & Co. Beteiligungs KG 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 266,558 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 266,558 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 266,558 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 74955W 30 7 Page 11 of 34 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GS Capital Partners 2000 Employee Fund, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,025,767 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 2,025,767 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,767 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 74955W 30 7 Page 12 of 34 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Goldman Sachs Direct Investment Fund 2000, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 578,414 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 578,414 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 578,414 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8% 14 TYPE OF REPORTING PERSON PN This Amendment No. 4 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 "Filing Persons"). This Amendment No. 4 amends and supplements the Schedule 13D filed on behalf of the Filing Persons with the Securities and Exchange Commission on December 5, 2002 (as amended by Amendment No. 1 filed on January 7, 2003, by Amendment No. 2 filed on July 24, 2003 and by Amendment No. 3 filed on October 21, 2004 the "Schedule 13D"), relating to the common stock, par value $1.00 per share (the "Common Stock"), of R.H. Donnelley Corporation, a Delaware corporation (the "Company"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.1 ITEM 1 SECURITY AND ISSUER. ------------------- The last sentence of Item 1 is hereby amended in its entirety as follows: The principal executive offices of the Company are at 1001 Winstead Drive, Cary, N.C. 27513. ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION ------------------------------------------------- Item 3 is hereby amended to add the following at the end thereof: As of January 10, 2005, the Purchasers beneficially owned 9,918,489 shares of Common Stock as a result of the shares of Preferred Stock held by them. This number includes shares of Common Stock that the Preferred Stock is convertible into as a result of dividends that have accrued on the shares of Preferred Stock in accordance with the Certificate of Designations as of January 10, 2005 and will accrue within 60 days thereafter. ITEM 4. PURPOSE OF TRANSACTION. ---------------------- Item 4 is hereby amended by adding the following immediately before the section entitled "Other Plans and Proposals" contained in the Schedule 13D: Stock Purchase Agreement ------------------------ -------- 1 Neither the present filing nor anything contained herein will be construed as an admission that any Filing Person constitutes a "person" for any purpose other than for compliance with Section 13(d) of the Securities Exchange Act of 1934. On January 10, 2005, the Purchasers entered into a Stock Purchase Agreement with the Company (the "2005 Purchase Agreement") pursuant to which the Company agreed to acquire from the Purchasers an aggregate amount of 100,303 shares of Preferred Stock (the "Repurchased Shares"), or approximately 50% of the aggregate amount of shares of Preferred Stock held by the Purchasers, for an aggregate purchase price of approximately $277.2 million. Assuming all other conditions to the 2005 Purchase Agreement are satisfied, the sale of the Repurchased Shares will close concurrently with or immediately following the closing (the "Repurchase Closing") of the Company's issuance of $300 million of Senior Notes due 2013 (the "Financing") (the date of such Repurchase Closing, the "Repurchase Closing Date"). The 2005 Purchase Agreement is filed as Exhibit 24 hereto and is incorporated herein by reference. Representations and Warranties The 2005 Purchase Agreement contains customary representations and warranties by the parties for transactions contemplated thereby. Conditions to Obligations of the Purchasers The obligations of the Purchasers to consummate the sale of the Repurchased Shares are subject to the satisfaction or waiver of each of the following conditions on or prior to the Repurchase Closing: (i) all of the representations and warranties of the Company set forth in the 2005 Purchase Agreement and the Ancillary Documents (as defined in the 2005 Purchase Agreement) must be true and correct in all material respects on and as of the date of the 2005 Purchase Agreement and as of the Repurchase Closing Date; (ii) the Company must have performed all obligations and complied with all agreements, undertakings, covenants and conditions required to be performed by the Company at or prior to the Repurchase Closing; (iii) no statute, rule, order, decree or injunction of a Governmental Entity (as defined in the 2005 Purchase Agreement) of competent jurisdiction is enjoining or prohibiting the consummation of the transactions contemplated by the 2005 Purchase Agreement; and (iv) the delivery by the Company to the Purchasers of a certificate, dated the Repurchase Closing Date, signed by a duly authorized officer of the Company that the conditions described in clauses (i) through (iii) of this paragraph have been satisfied. Conditions to Obligations of the Company The obligations of the Company to consummate the repurchase of the Repurchased Shares are subject to the satisfaction or waiver of each of the following conditions on or prior to the Repurchase Closing: (i) all of the representations and warranties of the Purchasers set forth in the 2005 Purchase Agreement and the Ancillary Documents must be true and correct in all material respects on and as of the date of the 2005 Purchase Agreement and as of the Repurchase Closing Date; (ii) the Purchasers must have performed all obligations and complied with all agreements, undertakings, covenants and conditions required to be performed by the Purchasers at or prior to the Repurchase Closing; (iii) no statute, rule, order, decree or injunction of a Governmental Entity of competent jurisdiction is enjoining or prohibiting the consummation of the transactions contemplated by the 2005 Purchase Agreement; (iv) the Company shall have received proceeds of at least $280 million from the Financing and (v) the delivery by each of the Purchasers to the Company of a certificate, dated the Repurchase Closing Date, signed by an authorized signatory of the Purchaser that the conditions described in clauses (i) through (iii) of this paragraph have been satisfied. Termination The 2005 Purchase Agreement may be terminated on or any time prior to the Repurchase Closing: (i) by the mutual written consent of each of the Purchasers and the Company; or (ii) by either the Company or the Purchasers if the Repurchase Closing has not occurred prior to January 31, 2005, provided, that the right to terminate the 2005 Purchase Agreement is not available to any party that fails to perform or observe any agreement set forth in the 2005 Purchase Agreement required to be performed or observed by such party on or before the Repurchase Closing; or (iii) by either the Company or the Purchasers if a Governmental Entity issues a nonappealable final order, decree or ruling or takes any other action having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the 2005 Purchase Agreement. Termination of the 2005 Purchase Agreement will terminate all obligations and liabilities of the Company and the Purchasers under the 2005 Purchase Agreement except for certain liabilities and obligations, including liabilities for breach by any party of the 2005 Purchase Agreement. Indemnification Pursuant to the 2005 Purchase Agreement, representations, warranties, covenants and agreements of the parties contained in the 2005 Purchase Agreement survive the Repurchase Closing and the delivery of the Ancillary Documents. Pursuant to the 2005 Purchase Agreement, the Company agreed, from and after the Repurchase Closing Date, to indemnify the Purchasers, their affiliates, and their officers, directors, partners, employees, agents, representatives, successors and any assigns of any of the foregoing ("Purchaser Indemnitees") against all claims, losses, liabilities, damages, interest and penalties, costs and expenses (other than any of the foregoing resulting from any tax liabilities incurred by any of the Purchasers), including, without limitation, losses resulting from the defense, settlement or compromise of a claim, action, suit, investigation, subpoena or other compulsion of testimony, or proceeding, reasonable attorneys', accountants' and expert witnesses' fees, costs and expenses of investigation, and the costs and expenses of enforcing the indemnification provided hereunder incurred by any of the Purchaser Indemnitees arising out of or relating to: (i) any breach of any representation or warranty made by the Company in the 2005 Purchase Agreement or any Ancillary Document, (ii) any breach of any covenant, agreement or obligation of the Company contained in the 2005 Purchase Agreement or any Ancillary Document, or (iii) any actual or threatened claim, litigation, action, suit, investigation or proceeding by any person (other than a Purchaser Indemnitee) in connection with (A) the transactions contemplated by the 2005 Purchase Agreement or by the Ancillary Documents or (B) the negotiation, execution, delivery and performance of the 2005 Purchase Agreement or the Ancillary Documents. Expenses Each of the parties to the 2005 Purchase Agreement agreed to bear the legal, accounting and other expenses incurred by such party in connection with the negotiation, preparation and execution of the 2005 Purchase Agreement, the Ancillary Documents and the transactions contemplated thereby. The Company agreed to pay all sales, transfer, recordation and documentary taxes and fees that are payable in connection with the transactions contemplated by the 2005 Purchase Agreement. Acknowledgement of Rights The Company acknowledged and agreed that the transactions contemplated by the 2005 Purchase Agreement do not amend or change any of the Purchasers rights as holders of the shares of Preferred Stock to be owned by the Purchasers after the Repurchase Closing. Item 4 is hereby further amended by adding the following at the end thereof: Other Proposals --------------- Except as described above or otherwise described in the Schedule 13D or in this Amendment No. 4, the Filing Persons currently have no plans or proposals which relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of the form of Schedule 13D promulgated under the Act. Each of the Filing Persons reserves the right, in light of its ongoing evaluation of the Company's financial condition, business, operations and prospects, the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions, its business objectives and other relevant factors, to change its plans and intentions at any time, as it deems appropriate. In particular, any one or more of the Filing Persons (and their respective affiliates) reserves the right, in each case subject to any applicable limitations imposed on the sale of any of their Company securities by the Securities Act or other applicable law, to (i) purchase additional shares of Common Stock or other securities of the Company, (ii) sell or transfer shares of Preferred Stock, Common Stock or other securities beneficially owned by them from time to time in public or private transactions, (iii) cause any of the Purchasers to distribute in kind to their respective partners or members, as the case may be, shares of Preferred Stock, Common Stock or other securities owned by such Purchasers and (iv) enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of their positions in the shares of Common Stock, Preferred Stock, or other securities. To the knowledge of each Filing Person, each of the persons listed on Schedules I, II-A-i, II-A-ii, II-B-i, II-B-ii, II-C-i or II-C-ii hereto may make similar evaluations from time to time or on an ongoing basis. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. ------------------------------------- Item 5 is hereby amended in its entirety as follows: (a) As of January 10, 2005, GS Group may be deemed to beneficially own an aggregate of 11,580,647 shares of Common Stock, consisting of (i) 200,604 shares of Preferred Stock, which are convertible into 9,918,489 shares of Common Stock, which may be deemed to be beneficially owned by the Purchasers, (ii) November Warrants (which are exercisable immediately) to purchase 577,500 shares of Common Stock, which may be deemed to be beneficially owned by the Purchasers, (iii) Warrants (which are exercisable immediately) to purchase 1,072,500 shares of Common Stock, which may be deemed to be beneficially owned by the Purchasers, (iv) 158 shares of Common Stock acquired by Goldman Sachs in ordinary course trading activities, and (v) (a) (I) 1,500 options granted to Terence O'Toole on January 3, 2003 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, of which two-thirds of such options are currently exercisable and convertible into 1,000 shares of Common Stock and the remaining one-third of such options will vest and become exercisable at the close of business on the day preceding the next annual meeting of the Company's stockholders, (II) 1,500 options granted to Terence O'Toole on May 1, 2003 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, of which one-third of such options are currently exercisable and convertible into 500 shares of Common Stock and the remaining two-thirds of such options will vest and become exercisable in equal installments at the close of business on the day preceding each of the next two annual meetings of the Company's stockholders, (III) 1,500 options granted to Mr. O'Toole on May 5, 2004 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, none of which such options are currently exercisable and such options will vest and become exercisable in equal installments at the close of business on the day preceding each of the next three annual meetings of the Company's stockholders, (IV) 1,500 deferred shares granted to Mr. O'Toole on January 3, 2003 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, 1,000 of which deferred shares are currently vested and the remaining 500 deferred shares will vest in at the close of business on the day preceding the next annual meeting of the Company's stockholders, (V) 1,500 deferred shares granted to Mr. O'Toole on May 1, 2003 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, 500 of which deferred shares are currently vested and the remaining 1,000 deferred shares will vest in equal installments at the close of business on the day preceding each of the next two annual meetings of the Company's stockholders, and (VI) 1,500 deferred shares granted to Mr. O'Toole on May 5, 2004 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, none of which deferred shares are currently vested and such 1,500 deferred shares will vest in equal installments at the close of business on the day preceding each of the next three annual meetings of the Company's stockholders (Mr. O'Toole has an understanding with GS Group pursuant to which he holds such options and deferred shares for the benefit of GS Group), and (b) (I) 1,500 options granted to Robert R. Gheewalla on January 3, 2003 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, of which two-thirds of such options are currently exercisable and convertible into 1,000 shares of Common Stock and the remaining one-third of such options will vest and become exercisable at the close of business on the day preceding the next annual meeting of the Company's stockholders, (II) 1,500 options granted to Mr. Gheewalla on May 1, 2003 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, of which one-third of such options are currently exercisable and convertible into 500 shares of Common Stock and the remaining two-thirds of such options will vest and become exercisable in equal installments at the close of business on the day preceding each of the next two annual meetings of the Company's stockholders, (III) 1,500 options granted to Mr. Gheewalla on May 5, 2004 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, none of which such options are currently exercisable and such options will vest and become exercisable in equal installments at the close of business on the day preceding each of the next three annual meetings of the Company's stockholders, (IV) 1,500 deferred shares granted to Mr. Gheewalla on January 3, 2003 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, 1,000 of which deferred shares are currently vested and the remaining 500 deferred shares will vest in at the close of business on the day preceding the next annual meeting of the Company's stockholders, (V) 1,500 deferred shares granted to Mr. Gheewalla on May 1, 2003 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, 500 of which deferred shares are currently vested and the remaining 1,000 deferred shares will vest in equal installments at the close of business on the day preceding each of the next two annual meetings of the Company's stockholders, and (VI) 1,500 deferred shares granted to Mr. Gheewalla on May 5, 2004 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, none of which deferred shares are currently vested and such 1,500 deferred shares will vest in equal installments at the close of business on the day preceding each of the next three annual meetings of the Company's stockholders (Mr. Gheewalla has an understanding with GS Group pursuant to which he holds such options and deferred shares for the benefit of GS Group), representing in the aggregate approximately 26.9% of the outstanding Common Stock, based on calculations made in accordance with Rule 13d-3(d) of the Act. As of January 10, 2005, Goldman Sachs may be deemed to beneficially own an aggregate of 11,568,647 shares of Common Stock, consisting of (i) 200,604 shares of Preferred Stock, which are convertible into 9,918,489 shares of Common Stock, which may be deemed to be beneficially owned by the Purchasers, (ii) November Warrants (which are exercisable immediately) to purchase 577,500 shares of Common Stock, which may be deemed to be beneficially owned by the Purchasers, (iii) Warrants (which are exercisable immediately) to purchase 1,072,500 shares of Common Stock, which may be deemed to be beneficially owned by the Purchasers and (iv) 158 shares of Common Stock acquired by Goldman Sachs in ordinary course trading activities, representing in the aggregate approximately 26.9% of the outstanding shares of Common Stock based on calculations made in accordance with Rule 13d-3(d) of the Act. GS Group and Goldman Sachs disclaim beneficial ownership of the shares of Common Stock beneficially owned by the Purchasers to the extent that partnership interests in the Purchasers are held by persons other than Goldman Sachs or its affiliates. In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this filing reflects the securities beneficially owned by the investment banking division ("IBD") of GS Group and its subsidiaries and affiliates (collectively, "Goldman Sachs Group"). This filing does not reflect securities, if any, beneficially owned by any other operating unit of Goldman Sachs Group. IBD disclaims beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which IBD or its employees have voting or investment discretion, or both and (ii) certain investment entities, of which IBD is the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than IBD. As of January 10, 2005, GS Advisors may be deemed to beneficially own the aggregate of 8,697,750 shares of Common Stock that may be deemed to be beneficially owned by GS Capital and GS Offshore, consisting of (i) 150,824 shares of Preferred Stock, which are convertible into 7,457,211 shares of Common Stock, (ii) November Warrants (which are exercisable immediately) to purchase 434,189 shares of Common Stock and (iii) Warrants (which are exercisable immediately) to purchase 806,350 shares of Common Stock, representing in the aggregate, approximately 21.6% of the outstanding shares of Common Stock based on calculations made in accordance with Rule 13d-3(d) of the Act. As of January 10, 2005, each of GS oHG and GS GmbH may be deemed to beneficially own the aggregate of 266,558 shares of Common Stock that may be deemed to be beneficially owned by GS Germany, consisting of (i) 4,622 shares of Preferred Stock which are convertible into 228,526 shares of Common Stock, (ii) November Warrants (which are exercisable immediately) to purchase 13,311 shares of Common Stock and (iii) Warrants (which are exercisable immediately) to purchase 24,721 shares of Common Stock, representing in the aggregate, approximately 0.8% of the outstanding shares of Common Stock based on calculations made in accordance with Rule 13d-3(d) of the Act. As of January 10, 2005, GS Employee 2000 may be deemed to beneficially own the aggregate of 2,604,181 shares of Common Stock that may be deemed to be beneficially owned by GS Employee and GS Direct, consisting of (i) 45,158 shares of Preferred Stock which are convertible into 2,232,752 shares of Common Stock, (ii) November Warrants (which are exercisable immediately) to purchase 130,000 shares of Common Stock and (iii) Warrants (which are exercisable immediately) to purchase 241,429 shares of Common Stock, representing in the aggregate, approximately 7.6% of the outstanding shares of Common Stock based on calculations made in accordance with Rule 13d-3(d) of the Act. As of January 10, 2005, GS Capital may be deemed to beneficially own 6,379,658 shares of Common Stock, consisting of (i) 110,627 shares of Preferred Stock, which are convertible into 5,469,746 shares of Common Stock, (ii) November Warrants (which are exercisable immediately) to purchase 318,470 shares of Common Stock and (iii) Warrants (which are exercisable immediately) to purchase 591,442 shares of Common Stock, representing in the aggregate, approximately 16.8% of the outstanding shares of Common Stock based on calculations made in accordance with Rule 13d-3(d) of the Act. As of January 10, 2005, GS Offshore may be deemed to beneficially own 2,318,092 shares of Common Stock, consisting of (i) 40,197 shares of Preferred Stock, which are convertible into 1,987,465 shares of Common Stock, (ii) November Warrants (which are exercisable immediately) to purchase 115,719 shares of Common Stock and (iii) Warrants (which are exercisable immediately) to purchase 214,908 shares of Common Stock, representing in the aggregate, approximately 6.9% of the outstanding shares of Common Stock based on calculations made in accordance with Rule 13d-3(d) of the Act. As of January 10, 2005, GS Germany may be deemed to beneficially own 266,558 shares of Common Stock, consisting of (i) 4,622 shares of Preferred Stock, which are convertible into 228,526 shares of Common Stock, (ii) November Warrants (which are exercisable immediately) to purchase 13,311 shares of Common Stock and (iii) Warrants (which are exercisable immediately) to purchase 24,721 shares of Common Stock, representing in the aggregate, approximately 0.8% of the outstanding shares of Common Stock based on calculations made in accordance with Rule 13d-3(d) of the Act. As of January 10, 2005, GS Employee may be deemed to beneficially own 2,025,767 shares of Common Stock, consisting of (i) 35,128 shares of Preferred Stock, which are convertible into 1,736,838 shares of Common Stock, (ii) November Warrants (which are exercisable immediately) to purchase 101,125 shares of Common Stock and (iii) Warrants (which are exercisable immediately) to purchase 187,804 shares of Common Stock, representing in the aggregate, approximately 6.0% of the outstanding shares of Common Stock based on calculations made in accordance with Rule 13d-3(d) of the Act. As of January 10, 2005, GS Direct may be deemed to beneficially own 578,414 shares of Common Stock, consisting of (i) 10,030 shares of Preferred Stock, which are convertible into 495,914 shares of Common Stock, (ii) November Warrants (which are exercisable immediately) to purchase 28,875 shares of Common Stock and (iii) Warrants (which are exercisable immediately) to purchase 53,625 shares of Common Stock, representing in the aggregate, approximately 1.8% of the outstanding shares of Common Stock based on calculations made in accordance with Rule 13d-3(d) of the Act. None of the Filing Persons or, to the knowledge of the Filing Persons, the persons listed on Schedules I, II-A-i, II-A-ii, II-B-i, II-B-ii, II-C-i or II-C-ii hereto beneficially owns any shares of Common Stock other than as set forth herein. (b) GS Group holds the sole power to direct the vote and disposition of the options and deferred shares held for the benefit of GS Group by Messrs. O'Toole and Gheewalla. Except as described in the previous sentence, each Filing Person shares the power to vote or direct the vote and to dispose or to direct the disposition of shares of Common Stock beneficially owned by such Filing Person as indicated above. (c) Except as described above and elsewhere in this Amendment No. 4, no other transactions in the shares of Common Stock were effected by the Filing Persons, or, to their knowledge, any of the persons listed on Schedules I, II-A-i, II-A-ii, II-B-i, II-B-ii, II-C-i or II-C-ii hereto, during the last 60 days. (d) Except for clients of Goldman Sachs who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock held in Managed Accounts, no other person is known by any Filing Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock that are beneficially owned by any Filing Person. (e) Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. -------------------------------- Exhibit 1 Joint Filing Agreement, dated as of December 4, 2002.* Exhibit 2 Letter Agreement, dated as of November 25, 2002, by and among the Purchasers, R.H. Donnelley, Inc. and the Company.* Exhibit 3 Series B-1 Convertible Cumulative Preferred Stock Certificate of Designations.* Exhibit 4 Form of Warrant issued to the Purchasers on November 25, 2002.* Exhibit 5 Preferred Stock and Warrant Purchase Agreement, dated as of September 21, 2002, by and among the Company and the Purchasers.* Exhibit 6 Form of Convertible Cumulative Preferred Stock Certificate of Designations.* Exhibit 7 Form of Warrant.* Exhibit 8 Registration Rights Agreement, dated as of November 25, 2002, among the Purchasers and the Company.* Exhibit 9 Power of Attorney, dated as of December 12, 2003, relating to The Goldman Sachs Group, Inc.* Exhibit 10 Power of Attorney, dated as of November 19, 2003, relating to Goldman, Sachs & Co.* Exhibit 11 Power of Attorney, dated as of August 19, 2004, relating to GS Advisors 2000, L.L.C.* Exhibit 12 Power of Attorney, dated as of August 5, 2004, relating to Goldman, Sachs & Co. oHG.* Exhibit 13 Power of Attorney, dated as of August 19, 2004, relating to Goldman, Sachs Management GP GmbH.* Exhibit 14 Power of Attorney, dated as of August 19, 2004, relating to GS Employee Funds 2000 GP, L.L.C.* Exhibit 15 Power of Attorney, dated as of August 19, 2004, relating to GS Capital Partners 2000, L.P.* Exhibit 16 Power of Attorney, dated as of August 19, 2004, relating to GS Capital Partners 2000 Offshore, L.P.* Exhibit 17 Power of Attorney, dated as of August 19, 2004, relating to GS Capital Partners 2000 GmbH & Co. Beteiligungs KG.* Exhibit 18 Power of Attorney, dated as of August 19, 2004, relating to GS Capital Partners 2000 Employee Fund, L.P.* Exhibit 19 Power of Attorney, dated as of October 21, 2004, relating to Goldman Sachs Direct Investment Fund 2000, L.P.* Exhibit 20 Convertible Cumulative Preferred Stock Certificate of Designations.* Exhibit 21 Form of warrants issued on January 3, 2003.* Exhibit 22 Agreement regarding certain definitions contained in the Purchase Agreement.* Exhibit 23 Letter Agreement, dated as of July 22, 2003, by and among the Purchasers, R.H. Donnelley, Inc. and the Company.* Exhibit 24 Stock Purchase Agreement, dated as of January 10, 2005, by and among the Purchasers and the Company. -------- * Previously filed SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. January 12, 2005 THE GOLDMAN SACHS GROUP, INC. By: /s/ Ted Chang ------------------------ Name: Ted Chang Title: Attorney-in-fact GOLDMAN, SACHS & CO. By: /s/ Ted Chang ------------------------ Name: Ted Chang Title: Attorney-in-fact GS ADVISORS 2000, L.L.C. By: /s/ Ted Chang ------------------------ Name: Ted Chang Title: Attorney-in-fact GOLDMAN, SACHS & CO. OHG By: /s/ Ted Chang ------------------------ Name: Ted Chang Title: Attorney-in-fact GOLDMAN, SACHS MANAGEMENT GP GMBH By: /s/ Ted Chang ------------------------ Name: Ted Chang Title: Attorney-in-fact GS EMPLOYEE FUNDS 2000 GP, L.L.C. By: /s/ Ted Chang ------------------------ Name: Ted Chang Title: Attorney-in-fact GS CAPITAL PARTNERS 2000, L.P. By: /s/ Ted Chang ------------------------ Name: Ted Chang Title: Attorney-in-fact GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. By: /s/ Ted Chang ------------------------ Name: Ted Chang Title: Attorney-in-fact GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG By: /s/ Ted Chang ------------------------ Name: Ted Chang Title: Attorney-in-fact GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. By: /s/ Ted Chang ------------------------ Name: Ted Chang Title: Attorney-in-fact GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. By: /s/ Ted Chang ------------------------ Name: Ted Chang Title: Attorney-in-fact SCHEDULE II-A-i --------------- Schedule II-A-i to the Schedule 13D is hereby amended by replacing it in its entirety with the following: The name, position and present principal occupation of each executive officer of GS Advisors 2000, L.L.C., the sole general partner of GS Capital Partners 2000, L.P. and GS Capital Partners 2000 Offshore, L.P., are set forth below. The business address for all the executive officers listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except as follows: The business address of Richard S. Sharp, Hughes B. Lepic, Robert R. Gheewalla, Bjorn P. Killmer, Benoit Valentin and Ulrika Werdelin is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business address of Mary Nee is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of Joseph P. DiSabato is 555 California Street, San Francisco, CA 94104. The business address of Muneer A. Satter is 4900 Sears Tower, Chicago, IL 60606. All executive officers listed below are United States citizens, except as follows: Richard S. Sharp is a citizen of the United Kingdom. Hughes B. Lepic and Benoit Valentin are citizens of France. Ulrika Werdelin is a citizen of Sweden. Bjorn P. Killmer is a citizen of Germany. Name Position Present Principal Occupation Richard A. Friedman President Managing Director of Goldman, Sachs & Co. Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co Terence M. O'Toole Vice President Managing Director of Goldman, Sachs & Co. Henry Cornell Vice President Managing Director of Goldman, Sachs & Co. Richard S. Sharp Vice President Managing Director of Goldman Sachs International Esta E. Stecher Assistant Managing Director of Goldman, Sachs & Secretary Co. Sanjeev K. Mehra Vice President Managing Director of Goldman, Sachs & Co. Muneer A. Satter Vice President Managing Director of Goldman, Sachs & Co. Steven M. Bunson Assistant Managing Director of Goldman, Sachs & Secretary Co. Elizabeth C. Treasurer Managing Director of Goldman, Sachs & Fascitelli Co. David M. Weil Assistant Managing Director of Goldman, Sachs & Treasurer Co. David J. Greenwald Assistant Managing Director of Goldman, Sachs & Secretary Co. Hughes B. Lepic Vice President Managing Director of Goldman Sachs International Russell E. Makowsky Assistant Managing Director of Goldman, Sachs & Secretary Co. Sarah G. Smith Assistant Managing Director of Goldman, Sachs & Treasurer Co. Gerald J. Cardinale Vice President Managing Director of Goldman, Sachs & Co. Stephen S. Trevor Vice President Managing Director of Goldman, Sachs & Co. Joseph P. DiSabato Vice President Managing Director of Goldman, Sachs & Co. Robert R. Gheewalla Vice President Managing Director of Goldman Sachs International Ben I. Adler Vice President Managing Director of Goldman, Sachs & Co. Melina E. Higgins Vice President Managing Director of Goldman, Sachs & Co. Adrian M. Jones Vice President Managing Director of Goldman, Sachs & Co. John E. Bowman Vice President Vice President of Goldman, Sachs & Co. Katherine B. Enquist Vice President/ Managing Director of Goldman, Sachs & Secretary Co. Beverly L. O'Toole Assistant Vice President of Goldman, Sachs & Co. Secretary Mitchell S. Weiss Vice President Vice President of Goldman, Sachs & Co. Matthew E. Tropp Assistant Associate General Counsel of Goldman, Secretary Sachs & Co. Mary Nee Vice President Executive Director of Goldman Sachs (Asia) L.L.C. Ulrika Werdelin Vice President Executive Director of Goldman Sachs International Kenneth A. Pontarelli Vice President Managing Director of Goldman, Sachs & Co. Stuart A. Katz Vice President Managing Director of Goldman, Sachs & Co. Bjorn P. Killmer Vice President Managing Director of Goldman Sachs International Benoit Valentin Vice President Managing Director of Goldman Sachs International SCHEDULE II-A-ii ---------------- Schedule II-A-ii to the Schedule 13D is hereby amended by replacing it in its entirety with the following: The name and principal occupation of each member of the Principal Investment Area Investment Committee of Goldman, Sachs & Co., which exercises the authority of Goldman, Sachs & Co. in managing GS Advisors 2000, L.L.C., GS Capital Partners 2000, L.P., GS Capital Partners 2000 Offshore, L.P., GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, GS Capital Partners 2000 Employee Fund, L.P. and Goldman Sachs Direct Investment Fund 2000, L.P., are set forth below. The business address for each member listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except as follows: The business address of Richard S. Sharp, Rob Gheewalla, and Hughes Lepic is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business address of Muneer A. Satter is 4900 Sears Tower, Chicago, IL 60606. All members listed below are United States citizens, except as follows: Richard S. Sharp is a citizen of the United Kingdom and Hughes B. Lepic is a citizen of France. Name Present Principal Occupation Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co. Richard A. Friedman Managing Director of Goldman, Sachs & Co. Joseph H. Gleberman Managing Director of Goldman, Sachs & Co. Terence M. O'Toole Managing Director of Goldman, Sachs & Co. Henry Cornell Managing Director of Goldman, Sachs & Co. Richard S. Sharp Managing Director of Goldman Sachs International Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co. Muneer A. Satter Managing Director of Goldman, Sachs & Co. Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc. Scott Kapnick Managing Director of Goldman, Sachs & Co. Melina Higgins Managing Director of Goldman, Sachs & Co. Ben Adler Managing Director of Goldman, Sachs & Co. David Weil Managing Director of Goldman, Sachs & Co. Stephen Trevor Managing Director of Goldman, Sachs & Co. Rob Gheewalla Managing Director of Goldman Sachs International Hughes Lepic Managing Director of Goldman Sachs International SCHEDULE II-B-i --------------- Schedule II-B-i to the Schedule 13D is hereby amended by replacing it in its entirety with the following: The name, position and present principal occupation of each executive officer and director of Goldman, Sachs & Co. Finanz GmbH which is the sole managing general partner of Goldman, Sachs & Co. oHG are set forth below. The business address for each of the executive officers and directors listed below is MesseTurm, 60308 Frankfurt am Main, Germany. The executive officers and directors listed below are citizens of Germany. Name Position Present Principal Occupation Andreas Koernlein Managing Director Managing Director of Goldman, Sachs & Co. oHG Alexander C. Dibelius Managing Director Managing Director of Goldman, Sachs & Co. oHG Peter Hollmann Managing Director Managing Director of Goldman, Sachs & Co. oHG SCHEDULE II-C-i --------------- Schedule II-C-i to the Schedule 13D is hereby amended by replacing it in its entirety with the following: The name, position and present principal occupation of each executive officer of GS Employee Funds 2000 GP, L.L.C., the sole general partner of GS Capital Partners 2000 Employee Fund, L.P. and Goldman Sachs Direct Investment Fund 2000, L.P., are set forth below. The business address for all the executive officers listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except as follows: The business address of Richard S. Sharp, Hughes B. Lepic, Robert R. Gheewalla, Bjorn P. Killmer, Benoit Valentin and Ulrika Werdelin is 133 Fleet Street, London EC4A 2BB, England. The business address of Mary Nee is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of Joseph P. DiSabato is 555 California Street, San Francisco, CA 94104. The business address of Muneer A. Satter is 4900 Sears Tower, Chicago, IL 60606. All executive officers listed below are United States citizens, except as follows: Richard S. Sharp is a citizen of the United Kingdom. Hughes B. Lepic and Benoit Valentin are citizens of France. Ulrika Werdelin is a citizen of Sweden. Bjorn P. Killmer is a citizen of Germany. Name Position Present Principal Occupation Richard A. Friedman President Managing Director of Goldman, Sachs & Co. Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co. Terence M. O'Toole Vice President Managing Director of Goldman, Sachs & Co. Henry Cornell Vice President Managing Director of Goldman, Sachs & Co. Richard S. Sharp Vice President Managing Director of Goldman Sachs International Esta E. Stecher Vice President/ Managing Director of Goldman, Sachs Assistant & Co. Secretary Sanjeev K. Mehra Vice President Managing Director of Goldman, Sachs & Co. Muneer A. Satter Vice President Managing Director of Goldman, Sachs & Co. Steven M. Bunson Vice President/ Managing Director of Goldman, Sachs Assistant & Co. Secretary Elizabeth C. Vice President Managing Director of Goldman, Sachs Fascitelli & Co. David M. Weil Assistant Managing Director of Goldman, Sachs Treasurer & Co. David J. Greenwald Vice President/ Managing Director of Goldman, Sachs Assistant & Co. Secretary Hughes B. Lepic Vice President Managing Director of Goldman Sachs International Russell E. Makowsky Vice President/ Managing Director of Goldman, Sachs Assistant & Co. Secretary Sarah E. Smith Assistant Managing Director of Goldman, Sachs Treasurer & Co. Gerald J. Cardinale Vice President Managing Director of Goldman, Sachs & Co. Stephen S. Trevor Vice President Managing Director of Goldman, Sachs & Co. Joseph P. DiSabato Vice President Managing Director of Goldman, Sachs & Co. Robert R. Gheewalla Vice President Managing Director of Goldman Sachs International Ben I. Adler Vice President Managing Director of Goldman, Sachs & Co. Melina E. Higgins Vice President Managing Director of Goldman, Sachs & Co. Adrian M. Jones Vice President Managing Director of Goldman, Sachs & Co. John E. Bowman Vice President Vice President of Goldman, Sachs & Co. Katherine B. Enquist Vice President/ Managing Director of Goldman, Sachs Secretary & Co. Beverly L. O'Toole Assistant Vice President of Goldman, Sachs & Secretary Co. Raymond G. Matera Vice President Vice President of Goldman, Sachs & Co. Mitchell S. Weiss Vice President Vice President of Goldman, Sachs & Co. Mary Nee Vice President Executive Director of Goldman Sachs (Asia) L.L.C. Matthew Tropp Vice President Associate General Counsel of Goldman, Sachs, & Co. Richard J. Stingi Vice President Vice President of Goldman, Sachs & Co. Ulrika Werdelin Vice President Executive Director of Goldman Sachs International Kenneth A. Pontarelli Vice President Managing Director of Goldman, Sachs & Co. Stuart A. Katz Vice President Managing Director of Goldman, Sachs & Co. Bjorn P. Killmer Vice President Managing Director of Goldman Sachs International Benoit Valentin Vice President Managing Director of Goldman Sachs International SCHEDULE II-C-ii ---------------- Schedule II-C-ii to the Schedule 13D is hereby amended by replacing it in its entirety with the following: The name and principal occupation of each member of the GS Employee Funds Investment Committee of Goldman, Sachs & Co., which exercises the authority of Goldman, Sachs & Co. in managing GS Employee Funds 2000 GP, L.L.C., and Goldman Sachs Direct Investment Fund 2000, L.P. are set forth below. The business address for each member listed below is 85 Broad Street, New York, New York 10004, except as follows: The business address of Richard S. Sharp, Rob Gheewalla and Hughes Lepic is 133 Fleet Street, London EC4A 2BB, England. The business address of Muneer A. Satter is 4900 Sears Tower, Chicago, IL 60606. All members listed below are United States citizens, except as follows: Richard S. Sharp is a citizen of the United Kingdom and Hughes Lepic is a citizen of France. Name Present Principal Occupation Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co. Richard A. Friedman Managing Director of Goldman, Sachs & Co. Joseph H. Gleberman Managing Director of Goldman, Sachs & Co. Terence M. O'Toole Managing Director of Goldman, Sachs & Co. Henry Cornell Managing Director of Goldman, Sachs & Co. Richard S. Sharp Managing Director of Goldman Sachs International Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co. Muneer A. Satter Managing Director of Goldman, Sachs & Co. Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc. Scott Kapnick Managing Director of Goldman, Sachs & Co. Melina Higgins Managing Director of Goldman, Sachs & Co. Ben Adler Managing Director of Goldman, Sachs & Co. David Weil Managing Director of Goldman, Sachs & Co. Stephen Trevor Managing Director of Goldman, Sachs & Co. Rob Gheewalla Managing Director of Goldman Sachs International Hughes Lepic Managing Director of Goldman Sachs International EX-99.24 2 exhibit99_24.txt EXECUTION COPY ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT BY AND AMONG R.H. DONNELLEY CORPORATION GS CAPITAL PARTNERS 2000, L.P., GS CAPITAL PARTNERS 2000 OFFSHORE, L.P., GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG, GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. AND GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. DATED AS OF JANUARY 10, 2005 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- TABLE OF CONTENTS ----------------- Page ---- ARTICLE I PURCHASE AND SALE OF SHARES; CLOSING...........................2 Section 1.1. Sale and Transfer of Purchased Shares.....................2 Section 1.2. Closing...................................................2 Section 1.3. Conditions to the Closing.................................2 ARTICLE II REPRESENTATIONS AND WARRANTIES.................................4 Section 2.1. Representations and Warranties of RHD.....................4 Section 2.2. Representations and Warranties of the Stockholders........5 ARTICLE III TERMINATION....................................................6 Section 3.1. Termination...............................................6 Section 3.2. Effect of Termination.....................................6 ARTICLE IV MISCELLANEOUS..................................................7 Section 4.1. Taking of Necessary Action; Consent.......................7 Section 4.2. Expenses; Transfer Taxes..................................7 Section 4.3. Entire Agreement; Amendments; Waivers.....................7 Section 4.4. Counterparts..............................................7 Section 4.5. Governing Law.............................................7 Section 4.6. Public Announcements......................................7 Section 4.7. Notices...................................................8 Section 4.8. Successors and Assigns....................................9 Section 4.9. Jurisdiction; Waiver of Jury Trial........................9 Section 4.10. Captions; References......................................9 Section 4.11. Schedule..................................................9 Section 4.12. Third Parties............................................10 Section 4.13. Certain Definitions......................................10 Section 4.14. Severability.............................................10 Section 4.15. No Strict Construction...................................11 Section 4.16. Survival; Indemnification................................11 Section 4.17. Acknowledgement of Rights................................11 Section 4.18. Use of Proceeds..........................................11 Section 4.19. Capitalization Notice....................................12 Schedule A - Selling Stockholders; Specified Purchase Price TABLE OF DEFINED TERMS Page ---- Affiliate....................................................................10 Agreement.....................................................................1 Amendment.....................................................................1 Ancillary Documents...........................................................4 Closing.......................................................................2 Closing Date..................................................................2 Financing.....................................................................3 Governmental Entity...........................................................4 Liens.........................................................................2 Material Adverse Effect......................................................10 Person.......................................................................10 Preferred Stock...............................................................1 Purchase Agreement...........................................................10 Purchased Shares..............................................................1 Remaining Shares.............................................................11 RHD...........................................................................1 Specified Purchase Price......................................................2 Stockholder...................................................................1 Stockholder Indemnitees......................................................11 Stockholders..................................................................1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated as of January 10, 2005, is by and among R.H. Donnelley Corporation, a Delaware Corporation ("RHD"), and the stockholders listed on Schedule A attached hereto (each, a "STOCKHOLDER" and collectively, the "STOCKHOLDERS"). RECITALS: A. Immediately prior to the execution of this Agreement, the Stockholders are the record and beneficial owners of the number of shares of Convertible Cumulative Preferred Stock, par value $1 per share, of RHD (the "PREFERRED STOCK") set forth opposite such Stockholder's name under the caption "Shares of Preferred Stock Beneficially Owned" on Schedule A attached hereto, and each Stockholder has the right to vote and dispose of all of such shares of Preferred Stock. B. RHD has agreed to acquire from the Stockholders, and the Stockholders have agreed to sell to RHD, subject to the terms and conditions of this Agreement, the number of shares of Preferred Stock set forth opposite such Stockholder's name under the caption "Shares of Preferred Stock To Be Sold" on Schedule A attached hereto (such shares of Preferred Stock are referred to collectively in this Agreement as the "PURCHASED SHARES"). C. Prior to entering into this Agreement, RHD's board of directors established a special committee (the "SPECIAL COMMITTEE"), that did not include any representatives of the Stockholders, to negotiate the terms of the transaction contemplated herein with the Stockholders on an arms-length basis (the "TRANSACTION"). D. The Special Committee, after its negotiation and review of the Transaction, which included advice from an independent investment bank of national reputation, determined that the Transaction was beneficial and fair to RHD and that it should be consummated as described herein. E. The Second Amendment (the "AMENDMENT") to the Amended and Restated Credit Agreement, dated as of September 1, 2004, among RHD, R.H. Donnelley Inc., the several banks and other financial institutions or entities from time to time party thereto, Deutsche Bank Trust Company Americas, as administrative agent, and the other agents parties thereto, has been duly executed by or on behalf of each of the parties to the Amendment and is in full force and effect. F. RHD and the Stockholders desire to set forth certain agreements herein. AGREEMENT: NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows: ARTICLE I PURCHASE AND SALE OF SHARES; CLOSING Section 1.1 Sale and Transfer of Purchased Shares. At the Closing, effective as of the Closing Date, and subject to the terms and conditions set forth in this Agreement, the Stockholders shall sell, transfer, convey, assign and deliver to RHD, and RHD shall purchase and acquire from the Stockholders, the Purchased Shares, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, encumbrance, title defect, title retention agreement, voting trust agreement, option, lien, charge or similar restrictions or limitations, including any restriction on the right to vote, sell or otherwise dispose of the Purchased Shares but excluding any restrictions or limitations under applicable law (collectively, "LIENS"). The purchase price to be paid to each Stockholder at the Closing in exchange for such Stockholder's Purchased Shares shall be as set forth opposite such Stockholder's name under the caption "Specified Purchase Price" on Schedule A (with respect to each such Stockholder, such Stockholder's "SPECIFIED PURCHASE PRICE"). Section 1.2 Closing. Subject to the satisfaction or waiver of the conditions set forth in Section 1.3, the closing of the sale of the Purchased Shares (the "CLOSING") shall take place at the offices of Jones Day, North Point, 901 Lakeside Avenue, Cleveland, Ohio 44114 concurrently with or immediately following the closing of the Financing, or at such other time and/or place as shall be mutually agreed upon by RHD and the Stockholders. The date upon which the Closing occurs is referred to herein as the "CLOSING DATE." Section 1.3 Conditions to the Closing. (a) RHD. The obligation of RHD to purchase the Purchased Shares at the Closing is subject to the satisfaction or waiver of each of the following conditions at or prior to the Closing: (i) Representations and Warranties; Covenants. The representations and warranties of the Stockholders contained in this Agreement and the Ancillary Documents shall be true and correct in all material respects (disregarding for these purposes any materiality, Material Adverse Effect or corollary qualifications contained therein) on and as of the date of this Agreement and on and as of the Closing Date with the same effect as though made on and as of such date, and the Stockholders shall have performed all obligations and complied with all agreements, undertakings, covenants and conditions required under this Agreement and the Ancillary Documents to be performed by the Stockholders at or prior to the Closing. (ii) No Injunction. There shall not be in effect any statute, law, regulation, rule, order, decree or injunction of a Governmental Entity of competent jurisdiction that enjoins or prohibits consummation of the transactions contemplated hereby. (iii) Financing. RHD shall have received net proceeds of at least $280 million from the financing contemplated by the Offering Memorandum related to the issuance of $300 million of RHD's Senior Notes due 2013 on the terms and subject to the conditions thereof (the "FINANCING"). (iv) Stock Certificates and Stock Powers. RHD shall have received stock certificates representing the Purchased Shares owned by the Stockholders with duly executed stock powers attached for transfer to RHD. (v) Stockholders' Officer Certificates. RHD shall have received a certificate from each Stockholder, in form and substance reasonably satisfactory to RHD, dated the Closing Date, duly executed by an authorized signatory of each such Stockholder, certifying that the conditions set forth in Section 1.3(a)(i) and (ii) have been satisfied. (b) The Stockholders. The obligation of each Stockholder to sell the Purchased Shares at the Closing is subject to the satisfaction or waiver of each of the following conditions at or prior to the Closing: (i) Representations and Warranties; Covenants. The representations and warranties of RHD contained in this Agreement and the Ancillary Documents shall be true and correct in all material respects (disregarding for these purposes any materiality, Material Adverse Effect or corollary qualifications contained therein) on and as of the date of this Agreement and on and as of the Closing Date with the same effect as though made on and as of such date, and RHD shall have performed all obligations and complied with all agreements, undertakings, covenants and conditions required under this Agreement and the Ancillary Documents to be performed by RHD at or prior to the Closing. (ii) No Injunction. There shall not be in effect any statute, law, regulation, rule, order, decree or injunction of a Governmental Entity of competent jurisdiction that enjoins or prohibits consummation of the transactions contemplated hereby. (iii) Payment of the Specified Purchase Price. Such Stockholder shall have received payment of the Specified Purchase Price by bank wire transfer to an account or accounts designated in writing for this purpose by such Stockholder to RHD at least two business days prior to the Closing Date. (iv) Stock Certificates. Such Stockholder shall have received a stock certificate representing the shares of Preferred Stock owned by the Stockholders after giving effect to the purchase of the Purchased Shares. (v) RHD's Officer Certificate. The Stockholders shall have received a certificate from RHD, in form and substance reasonably satisfactory to the Stockholders, dated the Closing Date, duly executed by an authorized officer of RHD, certifying that the conditions set forth in Section 1.3(b)(i) and (ii) have been satisfied. ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1. Representations and Warranties of RHD. RHD represents and warrants to, and agrees with, the Stockholders on the date hereof and at and as of the Closing as follows: (a) Organization; Authorization. RHD is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement and the other agreements and instruments executed and delivered or to be executed and delivered under this Agreement (the "ANCILLARY DOCUMENTS") to which it is a party and perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Documents and the performance by RHD of its covenants and agreements under this Agreement and the Ancillary Documents have been duly and validly authorized by the Board of Directors of RHD, and no other corporate proceedings on the part of RHD (including, without limitation, any stockholder vote or approval) are necessary to authorize the execution, delivery and performance of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Ancillary Documents will be at Closing, duly executed and delivered by RHD and constitutes, or as of the Closing will constitute, the valid and binding agreement of RHD, enforceable against RHD in accordance with its terms, except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect relating to or limiting creditors' rights generally, and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) No Conflicts. Neither the execution and delivery of this Agreement or the Ancillary Documents nor the consummation of the transactions contemplated by this Agreement or the Ancillary Documents will (i) conflict with or result in any breach of any provision of the incorporation documents or By-laws of RHD or any of its subsidiaries, (ii) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any court, department, body, board, bureau, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign ("GOVERNMENTAL ENTITY"), (iii) assuming RHD's receipt of the Amendment, violate, conflict with or result in a default (or any event which, with notice or lapse of time or both, would constitute a default) or require any consent under, or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any (x) note, mortgage, indenture, credit agreement, other evidence of indebtedness or guarantee, or (y) license, agreement, lease or other contract, instrument or obligation, to which RHD or any of its subsidiaries is a party or by which RHD or any of its subsidiaries or any of their respective assets may be bound, or (iv) violate any order, injunction, decree, statute, law, rule or regulation applicable to RHD or any of its subsidiaries, excluding from the foregoing clauses (ii) and (iii)(y) such requirements, violations, conflicts, defaults or rights that would not, individually or in the aggregate, constitute a Material Adverse Effect. (c) Solvency. RHD is not, and after giving effect to the Financing and the purchase of the Purchased Shares will not be, insolvent within the meaning of Title 11 of the United States Code, the General Corporation Law of the State of Delaware, or the General Laws of the State of New York. (d) Capitalization. As of the date of this Agreement, there are 31,486,001 shares of RHD common stock, $1 par value per share, that are issued and outstanding. (e) No Other Representation. Except for the representations of RHD contained in this Agreement and the Ancillary Documents, RHD makes no other representation or warranties, express or implied. Section 2.2. Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to, and agrees with, RHD on the date hereof and at and as of the Closing as follows: (a) Organization; Authorization. Such Stockholder is a limited partnership duly organized and validly existing under the laws of the state or country of its jurisdiction of formation. Such Stockholder has the power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is a party and perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Documents to which it is a party and the performance by such Stockholder of its covenants and agreements under this Agreement and the Ancillary Documents to which it is a party have been duly and validly authorized by the general partner of such Stockholder, and no further proceedings on the part of such Stockholder are necessary to authorize the execution, delivery and performance of this Agreement or the Ancillary Documents to which it is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Ancillary Documents to which such Stockholder is a party will be at Closing, duly executed and delivered by such Stockholder and constitutes, or as of the Closing will constitute, the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors' rights generally, and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) No Conflicts. Neither the execution and delivery of this Agreement or the Ancillary Documents to which such Stockholder is a party nor the consummation of the transactions contemplated by this Agreement or the Ancillary Documents to which such Stockholder is a party will (i) conflict with or result in any breach of any provision of the organization documents or by-laws of such Stockholder, (ii) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity, (iii) violate, conflict with or result in a default (or any event which, with notice or lapse of time or both, would constitute a default) or require any consent under, or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any note, mortgage, indenture, other evidence of indebtedness, guarantee, license, agreement, lease or other contract, instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its assets may be bound, or (iv) violate any order, injunction, decree, statute, law, rule or regulation applicable to such Stockholder, excluding from the foregoing clauses (ii) and (iii) such requirements, violations, conflicts, defaults or rights that would not adversely affect the ability of such Stockholder to consummate the transactions contemplated by this Agreement. (c) Purchased Shares and Interest. Such Stockholder is the sole record and beneficial owner of the Preferred Stock owned by such Stockholder as set forth opposite such Stockholder's name on Schedule A attached hereto under the caption "Shares of Preferred Stock Beneficially Owned" and has good and marketable title to such Preferred Stock, free and clear of any Liens. (d) No Other Representation. Except for the representations of such Stockholder contained in this Agreement and the Ancillary Documents to which it is a party, such Stockholder makes no other representation or warranties, express or implied. ARTICLE III TERMINATION Section 3.1. Termination. This Agreement may be terminated on or any time prior to the Closing: (a) by the mutual written consent of each of the Stockholders and RHD; or (b) by either RHD or the Stockholders if the Closing shall not have occurred prior to January 31, 2005, unless the failure of such occurrence shall be due to the failure of such party to perform or observe any agreement set forth herein required to be performed or observed by such party on or before the Closing; or (c) by RHD or the Stockholders if a Governmental Entity shall have issued a nonappealable final order, decree or ruling or taken any other action having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. Section 3.2. Effect of Termination. In the event of the termination of this Agreement as provided in Section 3.1, all obligations and agreements of the parties set forth in this Agreement shall forthwith become void except for the obligations set forth in Sections 4.2 - 4.15 and the second sentence of Section 4.16 (which, in each case, shall remain in full force and effect) and there shall be no liability or obligation on the part of the parties hereto except as otherwise provided in this Agreement. Notwithstanding the foregoing, the termination of this Agreement under Section 3.1 shall not relieve either party of any liability for breach of this Agreement prior to the date of termination. ARTICLE IV MISCELLANEOUS Section 4.1. Taking of Necessary Action; Consent. Each of the parties hereto shall use its reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including without limitation, in the case of RHD, using reasonable best efforts to cause the Financing to be successfully completed, and for such purpose, at the reasonable request of the other party, before, at or after the Closing will, without further consideration, promptly execute and deliver, or cause to be executed and delivered, to the other party such other instruments in addition to those required by this Agreement, in form and substance satisfactory to the other party. The Stockholders hereby consent, pursuant to Section 4.04 of the Purchase Agreement, to the transactions contemplated by this Agreement, including, without limitation, the Financing and the purchase of the Purchased Shares. Section 4.2. Expenses; Transfer Taxes. Each party hereto will bear the legal, accounting and other expenses incurred by such party in connection with the negotiation, preparation and execution of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby. All sales, transfer, recordation and documentary taxes and fees that may be payable in connection with the transactions contemplated by this Agreement will be borne by RHD. Section 4.3. Entire Agreement; Amendments; Waivers. This Agreement, the Ancillary Documents and the agreements, certificates and documents referred to herein and therein set forth the entire agreement between the parties hereto with respect to the transactions contemplated by this Agreement. Any provision of this Agreement may be amended or modified in whole or in part at any time by an agreement in writing among the parties hereto executed in the same manner as this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right shall operate as a waiver thereof nor shall any single or partial exercise by any party of any right preclude any other or future exercise thereof or the exercise of any other right. No investigation by the Stockholders of RHD prior to or after the date hereof shall stop or prevent the Stockholders from exercising any right hereunder or be deemed to be a waiver of any such right. Section 4.4. Counterparts. This Agreement may be executed by facsimile signature and may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same documents. Section 4.5. Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York applicable to contracts made and to be performed in that State without giving effect to any conflict of laws rules or principles that might require the application of the laws of another jurisdiction. Section 4.6. Public Announcements. Each of the parties hereto agree to hold in strict confidence and not to publicly disclose the status of any discussions or relations between the parties with respect to the subject matter of this Agreement, or any of the terms or conditions of this Agreement, except to the extent that (i) the parties mutually agree to publicly disclose such information or (ii) any party is legally required (whether by federal securities laws, the rules of any stock exchange or otherwise) to disclose such information, provided, however, that in each case, the disclosing party shall consult with the non-disclosing party prior to making any such disclosure and shall give the non-disclosing party a reasonable opportunity to comment on the content of such disclosure. Section 4.7. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given, if delivered personally, by facsimile or sent by overnight courier as follows: If to the Stockholders, to: GS Capital Partners 2000, L.P. GS Capital Partners 2000 Offshore, L.P. GS Capital Partners 2000 GmbH & Co. Beteiligungs KG GS Capital Partners 2000 Employee Fund, L.P. Goldman Sachs Direct Investment Fund 2000, L.P. c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Phone: (212) 902-1000 Fax: (212) 357-5505 Attention: Mr. Stuart Katz Attention: Ben Adler, Esq. with a copy to (which shall not constitute notice): Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 Phone: (212) 859-8000 Fax: (212) 859-8586 Attention: David N. Shine, Esq. If to RHD, to: R.H. Donnelley Corporation 1001 Winstead Drive Cary, North Carolina 27513 Phone: (919) 297-1600 Fax: (919) 297-1518 Attention: Robert J. Bush, Esq. with a copy to (which shall not constitute notice): Jones Day 901 Lakeside Avenue Cleveland, Ohio 44114 Phone: (216) 586-3939 Fax: (216) 579-0212 Attention: Thomas C. Daniels, Esq. or to such other address or addresses as shall be designated in writing. All notices shall be effective when received. Section 4.8. Successors and Assigns. The terms of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. RHD may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the Stockholders, provided that, after the Closing, subject to applicable law, RHD may assign its rights under this Agreement in whole or in part to any of its Affiliates, but no such assignment shall relieve RHD of its obligations hereunder. No Stockholder may assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of RHD, provided that, after the Closing, subject to applicable law, such Stockholder may assign its rights under this Agreement in whole or in part to any of its Affiliates, but no such assignment shall relieve such Stockholder of its obligations hereunder. Any purported assignment in violation of this Section 4.8 shall be void. Section 4.9. Jurisdiction; Waiver of Jury Trial. The state and federal courts located in the State of New York in New York County shall have jurisdiction over the parties with respect to any dispute or controversy between them arising under or in connection with this agreement and, by execution and delivery of this agreement, each of the parties to this Agreement submits to the jurisdiction of those courts, including but not limited to the in personam and subject matter jurisdiction of those courts, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds, consents to service of process by mail (in accordance with Section 4.7) or any other manner permitted by law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY, TO THE EXTENT LAWFUL, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY DISPUTE WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Section 4.10. Captions; References. The captions contained in this Agreement are for reference purposes only and are not part of this Agreement. Unless otherwise indicated, all references to Articles, Sections, subsections or Schedules in this Agreement refer to the Articles, Sections, subsections and clauses of, and the Schedules to, this Agreement. Section 4.11. Schedule. The Schedule attached to this Agreement are incorporated herein and will be part of this Agreement for all purposes. Section 4.12. Third Parties. Nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any Person other than RHD and the Stockholders and their respective Affiliates any rights or remedies under or by reason of this Agreement. Section 4.13. Certain Definitions. (a) For purposes of this Agreement, the term "AFFILIATE" means any Person that directly, or indirectly through one or more Persons, controls, is controlled by, or is under common control with, the Person specified. As used in this definition, "control" (including its correlative meanings, "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of such Person. (b) For purposes of this Agreement, the term "PERSON" means any partnership, corporation, association, joint stock company, trust, joint venture, limited liability company or other entity or any individual or Governmental Entity. (c) For purposes of this Agreement, the term "PURCHASE AGREEMENT" means the Preferred Stock and Warrant Purchase Agreement, dated as of September 21, 2002, by and among RHD and the Stockholders, as amended by the Letter Agreement, dated as of November 25, 2002, by and among the Stockholders, RHD and R.H. Donnelley Inc., the Second Letter Agreement, dated as of January 3, 2003, by and among the Stockholders, RHD and R.H. Donnelley Inc. and the Third Letter Agreement, dated as of July 22, 2003, by and among the Stockholders, RHD and R.H. Donnelley Inc. (d) For purposes of this Agreement, the term "MATERIAL ADVERSE EFFECT" means, with respect to any reference to a state of facts, event, change, effect or condition, such state of facts, event, change, effect or condition that has had, has, or could reasonably be expected to have, a material adverse effect on (i) the business, assets, operations, properties, condition (financial or otherwise), prospects, contingent liabilities or material agreements of RHD and RHD's subsidiaries, taken as a whole (ii) the ability of RHD to perform its obligations under this Agreement or the Ancillary Documents or (iii) the validity or enforceability of this Agreement or the Ancillary Documents or the rights or remedies of the Stockholders hereunder and thereunder. Notwithstanding anything contained herein to the contrary, the commencement by or against RHD or any of RHD's Subsidiaries of any case, proceeding or other action under any law relating to bankruptcy, insolvency or reorganization or the seeking of an appointment of a receiver, trustee, custodian or other similar official for RHD or any of RHD's Subsidiaries or for all or any substantial part of RHD's or any of RHD's Subsidiaries' assets, shall be deemed a Material Adverse Effect. Section 4.14. Severability. Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties hereto that they would have executed the remaining portion of this Agreement without including therein any such part or parts which may, for any reason, be hereafter declared invalid. Section 4.15. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and the Ancillary Documents. If any ambiguity or question of intent or interpretation arises, this Agreement and the Ancillary Documents shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement or any of the Ancillary Documents. Section 4.16. Survival; Indemnification. The representations, warranties, covenants and agreements of the parties hereto contained in this Agreement or in any of the other Ancillary Documents shall survive the Closing and the delivery of the Ancillary Documents. In the case of the representations and warranties made by the Stockholders in this Agreement or in any of the other Ancillary Documents, such representations and warranties are being made severally and not jointly by such Stockholders. From and after the Closing, RHD agrees to indemnify, defend and hold harmless the Stockholders, their Affiliates, and their officers, directors, partners, employees, agents, representatives, successors and any assigns of any of the foregoing ("Stockholder Indemnitees") against all claims, losses, liabilities, damages, interest and penalties, costs and expenses (other than any of the foregoing resulting from tax liabilitities incurred by any of the Stockholders), including, without limitation, losses resulting from the defense, settlement or compromise of a claim, action, suit, investigation, subpoena or other compulsion of testimony, or proceeding, reasonable attorneys', accountants' and expert witnesses' fees, costs and expenses of investigation, and the costs and expenses of enforcing the indemnification provided hereunder incurred by any of the Stockholder Indemnitees arising out of or relating to: (i) any breach of any representation or warranty made by RHD in this Agreement or any Ancillary Document, (ii) any breach of any covenant, agreement or obligation of RHD contained in this Agreement or any Ancillary Document, or (iii) any actual or threatened claim, litigation, action, suit, investigation or proceeding by any Person (other than a Stockholder Indemnitee) in connection with (A) the transactions contemplated hereby or by the Ancillary Documents or (B) the negotiation, execution, delivery and performance of this Agreement or the Ancillary Documents. Any payments made by RHD to a Stockholder under this Section 4.16 shall be considered an increase to such Stockholder's Specified Purchase Price. Section 4.17. Acknowledgement of Rights. For avoidance of doubt, RHD hereby acknowledges and agrees that (i) the transactions contemplated by this Agreement will not amend, modify or result in any changes in the preferences, terms, rights or remedies of the shares of Preferred Stock to be owned by the Stockholders after the Closing (the "Remaining Shares"), (ii) by way of example and without limiting the generality of the foregoing, by virtue of the Remaining Shares, the Stockholders will, after the Closing, have the right to designate the same number of directors, veto the same corporate actions, and exercise the same registration rights with respect to the Remaining Shares, as they had with respect to the Preferred Stock prior to the Closing and (iii) the Purchased Shares will cease to be Registrable Shares for purposes of the Registration Rights Agreement, dated November 25, 2002. Section 4.18. Use of Proceeds. RHD covenants and agrees that the net proceeds of the Financing will first be applied to the purchase of the Purchased Shares as described herein. Section 4.19. Capitalization Notice. RHD shall deliver to the Stockholders, within 5 days after Closing, a statement as to the number of shares of RHD common stock, $1 par value per share, that were issued and outstanding as of immediately after the Closing. (Signatures are on the following pages.) IN WITNESS WHEREOF, this Agreement has been executed by the respective duly authorized officers of the parties hereto, all as of the date first above written. R.H. DONNELLEY CORPORATION By: /s/ David C. Swanson ----------------------------------- Name: David C. Swanson Title: Chief Executive Officer GS CAPITAL PARTNERS 2000, L.P. By: GS Advisors 2000, L.L.C. Its General Partner By: /s/ John E. Bowman ----------------------------------- Name: John E. Bowman Title: Vice President GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. By: GS Advisors 2000, L.L.C. Its General Partner By: /s/ John E. Bowman ----------------------------------- Name: John E. Bowman Title: Vice President GS CAPITAL PARTNERS 2000 GmbH & CO BETEILIGUNGS KG By: Goldman Sachs Management GP GmbH Its General Partner By: /s/ John E. Bowman ----------------------------------- Name: John E. Bowman Title: Managing Director GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. By: GS Employee Funds 2000 GP, L.L.C. Its General Partner By: /s/ John E. Bowman ----------------------------------- Name: John E. Bowman Title: Vice President GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. By: GS Employee Funds 2000 GP, L.L.C. Its General Partner By: /s/ John E. Bowman ----------------------------------- Name: John E. Bowman Title: Vice President SCHEDULE A SELLING STOCKHOLDERS; SPECIFIED PURCHASE PRICE
Shares of Preferred Stock Shares of Beneficially Preferred Stock Stockholder Owned To Be Sold Specified Purchase Price ----------- ----- ---------- ------------------------ GS Capital Partners 2000, L.P. 110,627 55,314 $152,865,502.78 GS Capital Partners 2000 40,197 20,099 $55,545,499.16 Offshore, L.P. GS Capital Partners 2000 GmbH & 4,622 2,311 $6,386,668.42 Co. Beteiligungs KG GS Capital Partners 2000 Employee 35,128 17,564 $48,539,785.42 Fund, L.P. Goldman Sachs Direct Investment 10,030 5,015 $13,859,429.74 Fund 2000, L.P.