-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HBrLNRd/SR9FLSWvgOWoclo6EgjEhSyy1ufNlTc91UthSL4bDjpOwPUhIzWcWCdW uh3nO6YOOT3PtiV5vfW9WQ== 0000895345-06-000082.txt : 20060131 0000895345-06-000082.hdr.sgml : 20060131 20060131161605 ACCESSION NUMBER: 0000895345-06-000082 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060127 FILED AS OF DATE: 20060131 DATE AS OF CHANGE: 20060131 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: R H DONNELLEY CORP CENTRAL INDEX KEY: 0000030419 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 132740040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1205 BUSINESS ADDRESS: STREET 1: 1001 WINSTEAD DRIVE CITY: CARY STATE: NC ZIP: 27513 BUSINESS PHONE: 9198046000 MAIL ADDRESS: STREET 1: 1001 WINSTEAD DRIVE CITY: CARY STATE: NC ZIP: 27513 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET COMPANIES INC DATE OF NAME CHANGE: 19790429 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OTOOLE TERENCE M CENTRAL INDEX KEY: 0001029627 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 06566169 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129027202 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 4 1 ds4-donnelley_otooleex.xml X0202 4 2006-01-27 0 0000030419 R H DONNELLEY CORP RHD 0001029627 OTOOLE TERENCE M C/O GOLDMAN, SACHS & CO. 85 BROAD STREET NEW YORK NY 10004 1 0 0 0 Common Stock 12058 I See Convertible Cumulative Preferred Stock 2006-01-27 4 S 0 100301 D Common Stock 5182125 0 I See Warrants to purchase Common Stock 28.62 2008-01-03 Common Stock 1072500 1072500 I See Warrants to purchase Common Stock 26.28 2008-01-03 Common Stock 577500 577500 I See Stock Options (right to buy) 29.585 2010-05-01 Common Stock 1500 1500 I See Stock Options (right to buy) 29.585 2010-05-01 Common Stock 1500 1500 I See Stock Options (right to buy) 47.06 2011-05-05 Common Stock 1500 1500 I See Stock Options (right to buy) 47.06 2011-05-05 Common Stock 1500 1500 I See Stock Options (right to buy) 29.205 2013-01-03 Common Stock 1500 1500 I See Stock Options (right to buy) 29.205 2013-01-03 Common Stock 1500 1500 I See Stock Options (right to buy) 57.105 2012-04-26 Common Stock 1500 1500 I See Stock Options (right to buy) 57.105 2012-04-26 Common Stock 1500 1500 I See The Reporting Person was formerly a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a direct and indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any. Effective January 31, 2006, upon closing of the transactions contemplated by the Agreement and Plan of Merger dated as of October 3, 2005 by and among Dex Media, Inc., a Delaware corporation, Forward Acquisition Corp., a wholly owned subsidiary of the Company (as defined below), and the Company, the Reporting Person will resign from his position as a director of the Company. GS Group may be deemed to beneficially own, in aggregate, (i) 9,000 shares of R.H. Donnelley Corporation (the "Company"), common stock, par value $1.00 per share ("Common Stock") which were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan, consisting of grants of 1,500 deferred shares to each of the Reporting Person and Robert R. Gheewalla, a managing director of Goldman Sachs, in their capacity as directors of the Company, on the grant dates of January 3, 2003, May 1, 2003 and May 5, 2004 and (ii) 3,000 shares of Common Stock which were granted pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan, consisting of grants of 1,500 deferred shares to each of the Reporting Person and Robert R. Gheewalla, in their capacity as directors of the Company, on the grant date of April 26, 2005. Each grant of 1,500 deferred shares vests in equal annual installments at the close of (cont'd next footnote) business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant. Goldman Sachs owns beneficially and directly and GS Group may be deemed to own beneficially and indirectly 58 shares of Common Stock. Goldman Sachs also has open short positions of 9,015 shares of Common Stock. On January 27, 2006, pursuant to the Stock Purchase and Support Agreement, dated as of October 3, 2005, among the Company, R.H. Donnelley Inc. and the Funds (as defined below), the Funds sold 100,301 shares of Convertible Cumulative Preferred Stock ("Preferred Stock") to the Company for $3,351.14 per share. Each share of Preferred Stock was convertible at any time at the option of the holder into a number of fully paid and nonassessable shares of Common Stock equal to $1,000 for each share of Preferred Stock outstanding, plus an amount equal to all accrued but unpaid dividends thereon as of September 30, 2005, divided by $24.05. The Certificate of Designations governing the Preferred Stock contains customary anti-dilution protection for the shares of Preferred Stock. The Preferred Stock was redeemable by the Company, at its option, at any time after January 3, 2013. Goldman Sachs and GS Group may be deemed to own beneficially and indirectly warrants to purchase 1,650,000 shares of Common Stock, through certain investment partnerships and limited liability companies (collectively, the "Funds") of which Goldman Sachs or affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. The warrants are immediately exercisable. The warrants reported herein are owned by the Funds. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to the Reporting Person. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was May 1, 2003. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was May 1, 2003. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to the Reporting Person. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was May 5, 2004. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was May 5, 2004. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to the Reporting Person. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was January 3, 2003. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was January 3, 2003. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. These options were granted pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan to the Reporting Person. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was April 26, 2005. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. These options were granted pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was April 26, 2005. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. /s/ Terence M. O'Toole 2006-01-31 -----END PRIVACY-ENHANCED MESSAGE-----