-----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, Wx4ZZgzFx8juRmOt8Peypu7heeeTyRaPktkAYYtaZyz+Rxtsc6I/ybyoMprEIA6R xsQlvimGv2p3jaZT2bXAeQ== 0000950152-02-008867.txt : 20021125 0000950152-02-008867.hdr.sgml : 20021125 20021125170926 ACCESSION NUMBER: 0000950152-02-008867 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021125 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021125 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 02839690 BUSINESS ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9149336800 MAIL ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET COMPANIES INC DATE OF NAME CHANGE: 19790429 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET CORP DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DONNELLEY R H INC CENTRAL INDEX KEY: 0001065310 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PUBLISHING [2741] IRS NUMBER: 362467635 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-59287 FILM NUMBER: 02839691 BUSINESS ADDRESS: STREET 1: 1 MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9149336400 MAIL ADDRESS: STREET 1: 1 MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 8-K 1 l97423ae8vk.txt R.H. DONNELLEY CORPORATION 8-K 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): NOVEMBER 25, 2002 ----------------------------- R.H. DONNELLEY CORPORATION -------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 1-07155 13-2740040 - ---------------------------- --------------------- ------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) ONE MANHATTANVILLE ROAD, PURCHASE, NEW YORK 10577 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) R.H. DONNELLEY INC.* -------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 333-59287 36-2467635 - ---------------------------- --------------------- ------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) ONE MANHATTANVILLE ROAD, PURCHASE, NEW YORK 10577 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrants' telephone number, including area code: (914) 933-6400 --------------------------- Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) *R.H. Donnelley Inc. is a wholly owned subsidiary of R.H. Donnelley Corporation, which became subject to the filing requirements of Section 15(d) on October 1, 1998. As of November 22, 2002, 100 shares of R.H. Donnelley Inc. common stock, no par value, were outstanding. ITEM 5. OTHER EVENTS. On November 25, 2002, R.H. Donnelley Inc. (the "Company") announced that it intends to offer, through one of its subsidiaries, $325 million of senior notes and $600 million of senior subordinated notes to certain institutional investors in an offering exempt from the registration requirements of the Securities Act of 1933. Pursuant to Rule 135c of the Securities Act, the Company is filing herewith the press release issued November 25, 2002 as Exhibit 99.1 hereto. The senior notes and the senior subordinated notes to be offered have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit Number Description ------ ----------- 99.1 Press Release, dated November 25, 2002 2 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 By: /s/ Robert J. Bush ------------------------------------------------ Name: Robert J. Bush Title: Vice President and General Counsel R.H. DONNELLEY INC. By: /s/ Robert J. Bush ------------------------------------------------ Name: Robert J. Bush Title: Vice President and General Counsel Date: November 25, 2002 3 EXHIBIT INDEX ------------- Exhibit Number Description ------ ----------- 99.1 Press Release, dated November 25, 2002 4 EX-99.1 3 l97423aexv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 R.H. DONNELLEY INC. ANNOUNCES $925 MILLION DEBT ISSUANCE Purchase, NY, November 25, 2002. R.H. Donnelley Inc., a subsidiary of R.H. Donnelley Corporation (NYSE: RHD), today announced that it is planning on increasing the size of its offering, through one of its subsidiaries, to an aggregate of $925 million with $325 million of senior notes and $600 million of senior subordinated notes to certain institutional investors in an offering exempt from the registration requirements of the Securities Act of 1933. R.H. Donnelley Inc. intends to use the proceeds from the offering to partially finance the acquisition of Sprint Corporation's directory publishing business, to repay existing senior debt and to fund the tender offer for its existing 9-1/8% senior subordinated notes due 2008. The senior notes and the senior subordinated notes to be offered have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to buy such notes and is issued pursuant to Rule 135c under the Securities Act of 1933. 5 -----END PRIVACY-ENHANCED MESSAGE-----