SC TO-C

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 4, 2008

R.H. Donnelley Corporation

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 001-07155
(Commission
File Number) 13-2740040
(IRS Employer
Identification No.)

1001 Winstead Drive
Cary, NC
(Address of principal executive offices) Registrant’s telephone number,
including area code:
(919) 297-1600 27513
(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

þ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

     On April 4, 2008, R.H. Donnelley Corporation (the “Company”) filed a Notice of Annual Meeting of Stockholders and Preliminary Proxy Statement with respect to its annual meeting of stockholders (the “Proxy Statement”), which contains, among other things, a proposal to be submitted to the Company’s stockholders regarding an exchange program for certain outstanding option and stock appreciation rights (the “Exchange Program”). In addition, on such date the Company provided an Employee Questions & Answers Information Sheet regarding the Exchange Program to certain of its employees (“Employee Q&A”).

Tender offer statement

This Current Report on Form 8-K is for informational purposes only and is not an offer to buy, or the solicitation of any offer to sell, any securities. The full details of any tender offer, including complete instructions on how to tender will be included in the Schedule TO and related materials, which would be mailed to holders of options and SARs promptly following commencement of the offer. The commencement of such tender offer is conditioned upon the approval by the stockholders of the Company of the Exchange Program proposal at the annual meeting. Holders of options and SARs should read carefully such materials when they are available because they will contain important information. Holders of options and SARs may obtain free copies, when available, of such materials that will be filed by the Company with the Securities and Exchange Commission at the Commission’s website at www.sec.gov. When available, holders of options and SARs also may obtain a copy of these documents, free of charge, from the Company.

Additional Information and Where to Find It

This Current Report on Form 8-K has been prepared by R.H. Donnelley Corporation. Persons who are eligible to vote at our annual meeting should read the definitive proxy statement carefully when it becomes available because it will contain important information. The Company will file the definitive proxy statement with the Securities and Exchange Commission and the Company’s stockholders and holders of options and SARs will be able to obtain these written materials and other documents filed by the Company with the Securities and Exchange Commission free of charge from the Securities and Exchange Commission’s website at www.sec.gov. In addition, when available, such written materials and other documents so filed may be obtained free of charge from the Company.

Participants in Solicitation

Certain of the directors of the Company and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed Exchange Program. Information regarding certain of the Company’s directors is available in the preliminary proxy statement filed with the SEC by the Company on April 4, 2008. Copies of this document can be obtained, without charge, by directing a request to the Company. Management (but not the

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non-employee directors) has an interest in the Exchange Program proposal since they are eligible participants under the Exchange Program. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement and other relevant materials to be filed with the SEC when they become available.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

     The following exhibits are filed with this report:

Exhibit
No.		Exhibit Description
	99.1	Preliminary Proxy Statement for 2008 Annual Stockholders Meeting (filed with the Securities and Exchange Commission on April 4, 2008 and incorporated herein by reference to the preliminary Schedule 14A, Commission file No. 001-07155).
	99.2	Employee Questions & Answers Information Sheet regarding the Exchange Program, dated April 4, 2008.

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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
Date: April 4, 2008	By:	/s/ Robert J. Bush
		Name:	Robert J. Bush
		Title:	Senior Vice President, General Counsel & Corporate Secretary

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EXHIBIT INDEX

Exhibit No.		Exhibit Description
	99.1	Preliminary Proxy Statement for 2008 Annual Stockholders Meeting (filed with the Securities and Exchange Commission on April 4, 2008 and incorporated herein by reference to the preliminary Schedule 14A, Commission file No. 001-07155).
	99.2	Employee Questions & Answers Information Sheet regarding the Exchange Program, dated April 4, 2008.

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EX-99.2

Exhibit 99.2

RHD Exchange Program
Employee Question and Answer Information Sheet

Earlier today, we filed with the Securities and Exchange Commission our preliminary Proxy Statement for our 2008 Annual Meeting of Stockholders. In that Proxy Statement, we have included a proposal seeking stockholder approval of an Exchange Program that would impact holders of certain outstanding options and SARs under RHD’s 2005 Stock Award and Incentive Plan (and certain other predecessor and assumed plans). As such, we wanted to provide you with this Employee Question and Answer Information Sheet to help you understand the Exchange Program and what it means to you.

Q:	What is the Exchange Program?
A:	If the Exchange Program is approved by stockholders, eligible holders of eligible outstanding stock options and stock appreciation rights (“SARs”) will be offered an opportunity to surrender awards with exercise prices substantially above the current market price of our common stock, in exchange for fewer new SARs, with a new 3-year vesting requirement, a new 7-year life and an exercise price equal to the fair market value of our common stock on the grant date. Ultimately, you will need to make your own investment decision whether to (1) continue to hold your existing (in many cases, vested) equity awards at their higher exercise price and shorter remaining life or (2) exchange them for new awards on fewer shares at a dramatically lower exercise price with a new 7-year life and a new 3-year vesting period. None of the Company, management or the Board will make any recommendation to you now or at any point in the future regarding your own personal investment decision.
Q:	What is the purpose of the Exchange Program?
A:	Management and the Board believe the Exchange Program will help to retain and motivate those operating our business and whose energy and dedication will be needed to generate future growth in revenues and earnings, thereby creating shareholder value. We believe the Exchange Program will help to restore the incentive value of our equity award program by providing employees with an opportunity to exchange their deeply “underwater” options and SARs for new SARs (with the terms and conditions noted above). In effect, the Exchange Program will enable us to realign the exercise prices of previously granted awards with the current value of our common stock, so that outstanding equity awards once again become important tools to help motivate and retain our existing employees, and to restore the competitiveness of our compensation program.
Q:	Who is eligible to participate in the Exchange Program?
A:	All current (at the time the Program commences) employees of any RHD entity (including Business.com) who hold eligible outstanding equity awards will be offered an opportunity to participate in the Exchange Program. Former employees holding otherwise eligible outstanding awards will not be eligible to participate.
Q:	What outstanding awards are eligible to participate in the Exchange Program?
A:	We presently expect that stock options (including incentive stock options held by Business.com employees) and SARs outstanding under our 2005 Stock Award and Incentive Plan, as well as outstanding under predecessor and assumed equity award plans (including Dex Media and Business.com awards now denominated in RHD common stock) with exercise prices over $10 will be eligible to participate in the Exchange Program.
Q:	How many new SARs will you receive for the surrendered awards if you decide to participate in the Exchange Program?
A:	The final exchange ratios will be set on a tranche-by-tranche basis (each separate grant date) by the Compensation and Benefits Committee of the Board at the time we launch the Exchange Program. Those details will be provided to you at that time.

Q:	Should you participate in the Exchange Program?
A:	None of the Company, management or the Board will make any recommendation to you now or at any point in the future regarding your own personal investment decision. You should consult your personal financial advisor with respect to your decision whether or not to participate in the Exchange Program. Whether or not our stockholders ultimately approve the Exchange Program or you decide to participate if it is approved, we certainly appreciate the efforts of the Board to provide you with this opportunity, and appreciate your prior and upcoming efforts on behalf of the Company and our stockholders.
Q:	Can you decline to participate in the Exchange Program? If so, what happens?
A:	Of course, the Exchange Program merely offers you an opportunity to participate, you are not required or encouraged to participate — your participation is solely your decision. If you elect not to participate, your existing awards will remain outstanding subject to their existing terms and conditions.
Q:	Will management participate in the Exchange Program?
A:	We are proposing that management be eligible to participate, but that senior management be subject to additional performance conditions (above and beyond the standard 3-year vesting), whereby they will not be permitted to exercise their new SARs until after our stock price appreciates to certain specified levels, which will be established by the Compensation and Benefits Committee of the Board. Whether or not management will participate is up to each individual to make his or her own personal investment decision.
Q:	When will the Exchange Program become available?
A:	If approved by stockholders at our 2008 Annual Meeting, which we expect will be held in mid- to late May, we anticipate that we would promptly mail to eligible employees details regarding their opportunity to participate in the Exchange Program. This formal process is called the Exchange Offer. You will have at least 20 business days from that mailing to make your final decision whether or not to participate in the Exchange Offer. Once the Exchange offer closes, you will not be able to change your mind and there will be no future opportunity to exchange your existing awards for new awards.
Q:	When will the remaining details of the Exchange Program become available?
A:	When we file our definitive Proxy Statement, which we expect to do within the next few weeks, we will provide to stockholders certain additional information, some of which will be our expectations about items that will not be definitively determined until the commencement or closing of the Exchange Offer. At that time, we will update these Q & As to provide you with relevant additional information.
	If you elect to participate in the Exchange Offer, the final number of new SARs to be granted to you (in exchange for your existing equity awards) will be determined on a tranche-by-tranche basis (each separate grant date) by the Compensation and Benefits Committee of the Board at the commencement of the Exchange Offer. Those details will be provided to you at that time. The exercise price of the new SARs will be not be determined until the closing date of the Exchange Offer, and will be equal to the Company’s stock price at that time.
Q:	What are the tax consequences to me of the Exchange Program?
A:	You should consult your own financial and/or tax advisor, but generally there should be no adverse tax consequences to holders arising from the participation (or non-participation) in the Exchange Program. In the case of any incentive stock options (ISO) surrendered in the Exchange Program, the new SARs granted in exchange would not preserve the potential tax advantages of the surrendered ISO. Many of the outstanding Business.com awards are incentive stock options.

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Q:	Why does the Company need stockholder approval for the Exchange Program?
A:	Under the terms of our 2005 Stock Award and Incentive Plan, which our stockholders approved in 2005, we cannot pursue the Exchange Program without stockholder approval. We cannot provide any assurances that stockholders will recognize the positive employee retention and incentive impact or the other benefits of the Exchange Program or, therefore, vote in favor of it.
Q:	What happens if stockholders vote against the Exchange Program?
A:	We will not effectuate the Exchange Program if it is not approved by stockholders. In that case, your existing awards will remain outstanding subject to their existing terms and conditions.

Additional Information and Where to Find It

This Employee Question and Answer Information Sheet has been prepared by R.H. Donnelley Corporation. Persons who are eligible to vote at our annual meeting should read our definitive Proxy Statement carefully when it becomes available because it will contain important information. The Company will file its definitive Proxy Statement with the Securities and Exchange Commission and the Company’s stockholders and holders of options and SARs will be able to obtain these written materials and other documents filed by the Company with the Securities and Exchange Commission free of charge from the Securities and Exchange Commission’s website at www.sec.gov. In addition, when available, such written materials and other documents so filed may be obtained free of charge from the Company.

Participants in Solicitation

Certain of the directors of the Company and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed Exchange Program. Information regarding certain of the Company’s directors is available in the preliminary proxy statement filed with the SEC by the Company on April 4, 2008. Copies of this document can be obtained, without charge, by directing a request to the Company. Management (but not the non-employee directors) has an interest in the Exchange Program proposal since they are eligible participants under the Exchange Program. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement and other relevant materials to be filed with the SEC when they become available.

Tender offer statement

This Employee Question and Answer Information Sheet is for informational purposes only and is not an offer to buy, or the solicitation of any offer to sell, any securities. The full details of any tender offer, including complete instructions on how to tender will be included in the Schedule TO and related materials, which would be mailed to holders of options and SARs promptly following commencement of the offer. The commencement of such tender offer is conditioned upon the approval by the stockholders of the Company of the Exchange Program proposal at the annual meeting. Holders of options and SARs should read carefully such materials when they are available because they will contain important information. Holders of options and SARs may obtain free copies, when available, of such materials that will be filed by the Company with the Securities and Exchange Commission at the Commission’s website at www.sec.gov. When available, holders of options and SARs also may obtain a copy of these documents, free of charge, from the Company.

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