R.H. DONNELLEY CORPORATION 8-K

0000950152-08-003662.txt : 20080508 0000950152-08-003662.hdr.sgml : 20080508 20080508155042 ACCESSION NUMBER: 0000950152-08-003662 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080508 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080508 DATE AS OF CHANGE: 20080508 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: 08813908 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 8-K 1 l31554ae8vk.htm R.H. DONNELLEY CORPORATION 8-K R.H. DONNELLEY CORPORATION 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): May 8, 2008

R.H. DONNELLEY CORPORATION

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)		1-07155 (Commission File Number)		13-2740040 (IRS Employer Identification No.)


1001 Winstead Drive, Cary, NC (Address of principal executive offices)				27513 (Zip Code)

Registrant’s telephone number,
including area code:
(919) 297-1600

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)


o		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))


o		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 May 8, 2008, R.H. Donnelley Corporation (the “Company”) issued a press release announcing that R.H. Donnelley Inc. (“RHDI”), a wholly-owned subsidiary of the Company, has commenced concurrent exchange offers to refinance a portion of the Company’s outstanding senior notes. RHDI is offering to exchange up to $35,000,000 of the Company’s 6.875% Senior Notes due 2013, up to $50,000,000 of the Company’s 6.875% Series A-1 Senior Discount Notes due 2013, up to $90,000,000 of the Company’s 6.875% Series A-2 Senior Discount Notes due 2013, up to $300,000,000 of the Company’s 8.875% Series A-3 Senior Notes due 2016 and up to $225,000,000 of the Company’s 8.875% Series A-4 Senior Notes due 2017 for a certain amount of 11.75% Senior Notes due 2015 of RHDI (the “New Notes”). A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The New Notes have not been and will not be registered under the Securities Act of 1933 or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and any applicable state securities laws.

This report shall not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities and is issued pursuant to Rule 135c under the Securities Act of 1933. The exchange offers are being made only pursuant to a confidential offering memorandum and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.


Item 9.01.		Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed with this report:


Exhibit No.		Exhibit Description

99.1		Press Release of R.H. Donnelley Corporation dated May 8, 2008.

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 thereunto duly authorized.


	R.H. DONNELLEY CORPORATION
	/s/ Mark W. Hianik
	Name:	Mark W. Hianik
	Title:	Senior Vice President, General Counsel & Corporate Secretary

Date: May 8, 2008

EXHIBIT INDEX


Exhibit No.		Exhibit Description

99.1		Press Release of R.H. Donnelley Corporation dated May 8, 2008.

EX-99.1 2 l31554aexv99w1.htm EX-99.1 EX-99.1

Exhibit 99.1

Final Press Release

R.H. Donnelley Corporation and R.H. Donnelley Inc.
Announce Refinancing of Senior Notes of R.H. Donnelley Corporation
Through Exchange Offers

R.H. Donnelley Inc. Offers to Exchange Certain
6.875% Senior Notes due 2013,
6.875% Series A-1 Senior Discount Notes due 2013,
6.875% Series A-2 Senior Discount Notes due 2013,
8.875% Series A-3 Senior Notes due 2016 and
8.875% Series A-4 Senior Notes due 2017
of R.H. Donnelley Corporation

CARY, N.C.—May 8, 2008—R.H. Donnelley Corporation (NYSE: RHD; the “Company”) announced today that R.H. Donnelley Inc. (“RHDI”), a wholly-owned subsidiary of the Company, has commenced concurrent exchange offers to refinance a portion of the Company’s outstanding senior notes.

The exchange offers will expire at 12:00 midnight, New York City time, on June 6, 2008, unless such deadline is extended by RHDI. In order to be eligible to receive the total exchange amount, holders of Old Notes (as defined below) must tender their Old Notes prior to 5:00 p.m., New York City time, on May 21, 2008 (such date and time, the “Early Participation Deadline”), unless such deadline is extended by RHDI.

RHDI is offering to exchange up to the maximum amount of the applicable Old Notes set forth below in exchange for 11.75% Senior Notes due May 15, 2015 of RHDI (the “New Notes”). The New Notes will be senior unsecured obligations of RHDI and will be fully and unconditionally guaranteed by the Company and each of RHDI’s subsidiaries on a general, senior unsecured basis. Holders of Old Notes whose tenders are accepted by RHDI will receive, subject to proration, the applicable exchange amount set forth below:


		Principal amount of New Notes for each
		$1,000 principal amount of applicable
Maximum		Old Notes
Amount	Title of Outstanding Notes of the	Principal	Early	Total
Offered for	Company to be Exchanged	Exchange	Participation	Exchange
Exchange	(collectively, the “Old Notes”)	Amount	Amount	Amount
$35,000,000	6.875% Senior Notes due 2013	$652.50	$30.00	$682.50
$50,000,000	6.875% Series A-1 Senior Discount Notes due 2013	$652.50	$30.00	$682.50
$90,000,000	6.875% Series A-2 Senior Discount Notes due 2013	$652.50	$30.00	$682.50
$300,000,000	8.875% Series A-3 Senior Notes due 2016	$675.00	$30.00	$705.00
$225,000,000	8.875% Series A-4 Senior Notes due 2017	$670.00	$30.00	$700.00

The applicable total exchange amount will include an early participation amount payable only to holders of Old Notes that validly tender and do not validly withdraw their Old Notes prior to the Early Participation Deadline, and whose Old Notes are accepted for exchange. Holders of Old Notes that validly tender after the Early Participation Deadline, and whose notes are accepted for exchange, will receive the applicable principal exchange amount but not the

early participation amount. Holders will not be entitled to withdraw their Old Notes after 5:00 p.m., New York City time, on May 21, 2008.

Consummation of the exchange offers is subject to certain conditions, including, without limitation, the successful completion of an amendment to RHDI’s credit facility and certain additional conditions, which must also be satisfied or waived in the applicable exchange offer.

The exchange offers are only being made, and copies of the exchange offer documents will only be made available, to holders of Old Notes that have certified certain matters to RHDI, including their status as either “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act of 1933, or persons other than “U.S. persons,” as that term is defined in Rule 902 under the Securities Act of 1933 (collectively, “Eligible Holders”). Eligible Holders may request documents by contacting the information agent, MacKenzie Partners, Inc., at (toll-free) 800-322-2885 or (collect) 212-929-5500.

The New Notes have not been and are not expected to be registered under the Securities Act of 1933 or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirements of the Securities Act of 1933 and any applicable state securities laws.

This press release shall not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities and is issued pursuant to Rule 135c under the Securities Act of 1933. The exchange offers are being made only pursuant to a confidential offering memorandum and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.

-2-