-----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, NVDnP3FbNc1YSz4+ZIYm+6Av0QeTHXOBxWoeKOy+JPPNg+vfKS3z64NrgnFDF63X 5PiLKVnOLJyXem+qf6FyuQ== 0000950103-98-000718.txt : 19980720 0000950103-98-000718.hdr.sgml : 19980720 ACCESSION NUMBER: 0000950103-98-000718 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980714 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980717 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: R H DONNELLEY CORP CENTRAL INDEX KEY: 0000030419 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 132740040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-07155 FILM NUMBER: 98667778 BUSINESS ADDRESS: STREET 1: ONE DIAMOND HILL ROAD CITY: MURRAY HILL STATE: NJ ZIP: 07974 BUSINESS PHONE: 9086655000 MAIL ADDRESS: STREET 1: 1 DIAMOND HILL RD CITY: MURRAY HILL STATE: NJ ZIP: 07974 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 8-K 1 - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 Date of Report (Date of earliest event reported) JULY 14, 1998 R.H. DONNELLEY CORPORATION (Exact Name of Registrant as Specified in Its Charter) (Formerly named The Dun & Bradstreet Corporation)
Delaware 1-7155 13-2740040 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation or Organization) Identification Number)
One Manhattanville Road Purchase, New York 10577 (Address of Principal Executive Offices) (Zip Code) Telephone Number, including Area Code 914-933-6400 Item 5. Other Events The Registrant's press release dated July 14, 1998, with respect to the Registrant's Board of Directors' decision to (i) convene a special meeting of shareholders to approve a one for five reverse stock split, (ii) commence a systematic stock repurchase program, and (iii) issue a quarterly dividend of $0.035 per share is attached hereto as Exhibit 99. Item 7. Exhibits 99. Press release dated July 14, 1998 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. R.H. DONNELLEY CORPORATION (Registrant) July 17, 1998 By: /s/ Stephen B. Wiznitzer ------------------------------ Stephen B. Wiznitzer, Senior Vice President and General Counsel INDEX TO EXHIBITS ----------------- Exhibit Description Page - ------- ----------- ---- 99 Press release dated July 14, 1998
EX-99.1 2 Contact: Reid H. Gearhart (The Dilenschneider Group) For Immediate Release (212) 922-0900 R.H. DONNELLEY PROPOSES 1-FOR-5 REVERSE STOCK SPLIT RHD Also Announces Systematic Stock Repurchase Plan --------------------------------------------------- And Quarterly Dividend ---------------------- PURCHASE, N.Y., July 14--R.H. Donnelley Corporation (NYSE:RHD), which separated from Dun & Bradstreet on July 1, 1998, announced three actions following the first meeting of its board of directors today. Reverse Stock Split Proposed R.H. Donnelley said today that a special shareholders meeting will be held to vote on a proposal to execute a reverse one-for-five stock split. If approved, the reverse split would reduce the number of basic common shares outstanding to approximately 34 million from approximately 171 million currently. The shareholder meeting is expected to be held before the end of the third quarter, following the mailing of a proxy statement to shareholders in July. The proposed reverse split would take effect shortly after its approval by shareholders. "This reverse split is intended to increase interest in RHD stock by raising the share price to a level that will appeal to a broader range of investors," said Frank R. Noonan, chairman and chief executive officer. Since its recent separation from The Dun & Bradstreet Corporation, R.H. Donnelley's stock has traded in a range of $3.00-to- $3.94 per share. Stock Repurchase Set R.H. Donnelley also today announced plans to repurchase up to 15 million shares of its common stock under a Systematic Stock Repurchase Plan. The repurchase authorization will be revised to three million shares if the company's planned reverse stock split is approved. The primary purpose of the repurchase is to offset shares issued under the company's employee and director compensation plans. The shares are to be purchased from time to time over a three-year period in the open market, in accordance with guidelines established by the Securities and Exchange Commission. Stock purchased under this authorization would be held as treasury stock and would be available for issuance upon exercise of employee stock options and for compensation plans, and for such other purposes as the board may from time to time determine. Quarterly Dividend R.H. Donnelley's board of directors also today declared a quarterly dividend of 3.5 cents per share, payable September 10, 1998, to shareholders of record at the close of business on August 20, 1998. As previously announced, it is anticipated that this quarterly dividend and the final dividend to be paid in 1998 by R.H. Donnelley and D&B will equal the 22 cent quarterly dividend paid by D&B prior to the separation of the two companies. In the fourth quarter of 1998, the R.H. Donnelley board plans to reconsider the company's dividend policy for 1999 and beyond. There can be no assurance that the company will continue paying dividends at this level or will pay any dividend beyond 1998. R.H. Donnelley, headquartered in Purchase, N.Y., is the largest independent marketer of yellow pages advertising in the U.S. RHD sells more than $1 billion in yellow pages advertising a year, and is the publisher or is sales agent for more than 270 directories with a total circulation of more than 30 million copies. * * * More information about R.H. Donnelley can be found on its Internet site at www.rhdonnelley.com July 14, 1998
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