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): July 26, 2007

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:

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

oSoliciting 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))

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

Item 7.01 Regulation FD Disclosure

On July 26, 2007, R.H. Donnelley Corporation, a Delaware Corporation (the “Company”) and Business.com, Inc., a Delaware Corporation (“Business.com”), issued a joint press release announcing that the Company has entered into a definitive agreement to acquire Business.com. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The Company will discuss this transaction on a conference call scheduled for Thursday, July 26, 2007, at 10:00 a.m. During this conference call, management intends to refer to a “Key Messages” document, a copy of which is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description of Exhibit
99.1	Press release, dated July 26, 2007.
99.2	Key Messages to be referred to on the Company’s July 26, 2007 conference call.

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
	/s/ Robert J. Bush
	Robert J. Bush
	Senior Vice President and General Counsel

Date: July 26, 2007

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release, dated July 26, 2007.
99.2	Key Messages to be referred to on the Company’s July 26, 2007 conference call.

EX-99.1

Contact:

Investors - Tom McCallum

800/497-6329

Media - Tyler D. Gronbach

919/297-1541

R.H. DONNELLEY TO ACQUIRE BUSINESS.COM INC.

Business.com's CEO, Jake Winebaum, To Be Appointed President of R.H. Donnelley's Interactive Operations

CARY, NC - July 26, 2007 - R.H. Donnelley Corporation (NYSE: RHD), one of the nation's leading Yellow Pages and online local commercial search companies, today announced that it has signed a definitive agreement to acquire Business.com, a leading business search engine and directory and pay-per-click advertising network.

Through this transaction, R.H. Donnelley will add to its existing interactive portfolio a rapidly growing and profitable business-to-business company, with online properties that include Business.com, Work.com and the Business.com Advertising Network. These online brands attract an audience of highly qualified and motivated business decision makers. Business.com optimizes the revenues from these properties through the use of its Performance Based Advertising (PBA) platform, which is considered to be one of the most advanced systems in the marketplace.

In addition, R.H. Donnelley's Triple Play(TM) business-to-consumer integrated marketing solutions will also benefit from a significant infusion of leading-edge search and directory technology and interactive thought leadership from Business.com, particularly in the areas of performance based advertising technologies and corresponding ad network capabilities.

Business.com employs approximately 100 highly-skilled technologists, strategists and businesspeople and serves more than 6,000 business-to-business advertisers and their agencies. The company is profitable and is expected to generate revenues of greater than $50 million in 2007. It is widely recognized as a leader in the online business-to-business commercial search space and has been named to the "Inc. 500" and BtoB magazine's "Media Power 50".

"With this transaction R.H. Donnelley takes another significant step forward in the online local commercial search marketplace," said David C. Swanson, chairman and CEO of R.H. Donnelley Corporation. "Upon closing, we will immediately gain a profitable business-to-business vertical that is widely recognized as one of the leaders in the market. We also gain technology and talent that will accelerate our capabilities with DexKnows.com and other aspects of our digital strategy."

Business.com is led by Founder and CEO Jake Winebaum, a highly-regarded, successful leader of Internet and media companies. Upon closing of the transaction, Winebaum will be appointed as President of R.H. Donnelley's interactive unit (RHDi), which will now include DexKnows.com(TM), LocalLaunch! search engine marketing company, Business.com, Work.com and the Business.com Advertising Network. Winebaum will lead RHDi from Santa Monica, Calif., and will report directly to Swanson.

Prior to starting Business.com, Winebaum led the Internet activities of The Walt Disney Company, serving as the Chairman of Buena Vista Internet Group, which managed high-profile brands such as Disney.com and ESPN.com. His leadership and contributions to the Internet industry have been acknowledge by Time magazine, which included him as one of the Top 50 Cyber Elite and Wired magazine, who placed him on the Wired 25.

"We are very excited about joining the R.H. Donnelley organization," Winebaum said. "Business.com and the platform we built over the past seven years are a perfect complement to R.H. Donnelley's interactive strategy. The solutions that we have created for business decision makers and advertisers are directly applicable to what is required to service the local search and directory needs of consumers and local merchants. It is exciting to become part of an organization with such substantial reach, capabilities and resources. Business.com is already a profitable and growing enterprise, but together we will accelerate this growth and ensure our combined leadership position in the business and local markets."

Swanson added, "We are very pleased to welcome Jake and the Business.com team to R.H. Donnelley. Jake's track record of success and significant experience in building and running successful interactive organizations make him the perfect choice to lead RHDi's fast-growing interactive business."

Under the terms of the agreement, R.H. Donnelley will acquire Business.com for $345 million in cash and deferred purchase consideration. The deal is expected to close in the third quarter of 2007 and is subject to customary terms and closing conditions, including compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Conference Call Information

R.H. Donnelley Corporation will discuss this transaction and 2nd quarter earnings on a conference call scheduled for Thursday, July 26, 2007, at 10:00 a.m. ET Individuals within the United States can access the call by dialing 888-387-9606 - others should dial 517-645-6055. The pass code for the call is "RHD." In order to ensure a prompt start time, please dial into the call by 9:50 a.m. (ET). A replay of the teleconference can be accessed from within the United States by dialing 800-793-2380 and internationally by dialing 203-369-3339. There is no pass code for the replay, which will be available through August 9, 2007. In addition, a live Web cast will be available on RHD's Web site at www.rhd.com, and an archived version will be available for up to one year.

About R.H. Donnelley

R.H. Donnelley connects businesses and consumers through its broad portfolio of print and interactive marketing solutions. Small- and medium-sized businesses look to R.H. Donnelley's experienced team of marketing consultants to help them grow their companies and drive sales leads. Consumers depend on the company's reliable, trusted, local business content to deliver the most relevant search results when they are seeking local goods and services. R.H. Donnelley's Triple Play integrated marketing solution provides the most comprehensive print Yellow Pages, Internet Yellow Pages and search engine marketing/search engine optimization (SEM/SEO) tools for local businesses to attract ready-to-buy customers. For more information, visit www.rhd.com.

About Business.com

Business.com (www.business.com) is the leading business search engine and directory and pay-per-click advertising network, serving more than 30 million business users and thousands of advertisers every month. Business.com helps business decision makers quickly find what they need to manage and grow their businesses, and enables advertisers to reach these users wherever they are across the business Internet through premier partners, including The Wall Street Journal Online, Forbes, BusinessWeek, Hoovers, Financial Times and Internet.com. The company recently launched Work.com (www.work.com), a b-to-b community publishing platform featuring more than 1,800 business how-to guides contributed by business experts. Business.com was named to the 2006 Inc. 500 and BtoB magazine's Media Power 50. Business.com was founded in 1999 by eCompanies and is headquartered in Santa Monica, Calif. Its investors partners include Benchmark Capital, Institutional Venture Partners, Evercore Partners, Reed Business Information and McGraw-Hill.

# # #

Safe Harbor Provision

Certain statements contained in the release regarding RHD's, RHDi's or Business.com's future operating results or performance or business plans or prospects and any other statements not constituting historical fact are "forward-looking statements" subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Where possible, the words "believe," "expect," "anticipate," "intend," "should," "will," "planned," "estimated," "potential," "goal," "outlook" and similar expressions, as they relate to RHD or its management, have been used to identify such forward-looking statements. All forward-looking statements reflect only our current beliefs and assumptions with respect to future business plans, prospects, decisions and results, and are based on information currently available to us. Accordingly, the statements are subject to significant risks, uncertainties and contingencies, which could cause actual operating results, performance or business plans or prospects to differ materially from those expressed in, or implied by, these statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (1) the risk that the conditions to closing will not be satisfied; (2) the risk that the transaction will be delayed or fail to close; and (3) the possibility that the expected strategic advantages of the transaction will not be realized or may take longer to realize than expected. Additional factors that could cause RHD's results to differ materially from those described in the forward-looking statements are described in detail in RHD's Annual Report on Form 10-K for the fiscal year ended December 31, 2006 in Item 1A "Risk Factors" as well as RHD's other periodic filings with the SEC that are available on the SEC's website at www.sec.gov.

EX-99.2

Key Messages - R.H. Donnelley to Acquire Business.com Inc.

· This transaction will provide RHD with:

1. rapidly growing and profitable business-to-business online properties - Business.com, Work.com and the Business.com Advertising Network - to add to its existing interactive portfolio

2. a significant infusion of technology and talent to support the expansion of its business-to-business and consumer local search solutions.

· R.H. Donnelley's acquisition of Business.com will mark yet another significant milestone in the company's transformation effortsto be a recognized leader in the local commercial search marketplace.

o Business.com’s properties, technology and talent are a perfect complement to R.H. Donnelley’s digital strategy

· Business.com is comprised of three industry-leading online properties:

o Business.com, the leading business search engine and directory with over six million unique users monthly;

o the Business.com Advertising Network, the largest business pay-per-click advertising network which reaches more than 30 million unique users per month across premier online business destinations such as The Wall St. Journal Online, BusinessWeek, Forbes and many more;

o Work.com, the leading business expert community site featuring over 1,800 business how-to guides.

· Business.com has emerged as a business leader on the Internet, serving the largest and fastest growing audience of business users across its properties and more than 6,000 B2B advertisers and their agencies.

RHD will gain a rapidly growing and profitable business-to-business online property and advertising network

o Powerful Channel: Through the Business.com’s innovative on-line advertising platform, business advertisers can reach a large audience of highly qualified and motivated buyers

o B-to-B performance-based online advertising network serving the Internets’ leading online business destinations and reaching an unduplicated audience of over 30 million unique visitors per month

o Recognized Brand: Business.com and Work.com are leading online destinations for learning about, finding and buying business products and services

o Sophisticated Technology Solution: Business.com’s Performance-Based Advertising (PBA) model is one of the most advanced systems in the marketplace. The PBA model ranks and orders search terms by relevance and optimizes revenue using the latest yield management technology for performance based advertising.

o Strong Financial Profile and Growth Characteristics: Business.com is a fast growing B2B internet company in terms of traffic, revenue and profits.

§ Projected revenue growth of approximately 48% per annum from fiscal 2004 through fiscal 2007

Acquisition will provide a significant infusion of technology and talent to support RHD’sB2C local search solutions

o Performance Based Advertising (PBA) platform, which will be integrated with DexKnows.com, enablesadvertisers to purchase ads on a pay-per-lead basis (e.g. clicks, calls, etc.) and optimize the performance of their campaigns, as well as presenting ads in an order that improves both user experience and maximizes revenue.

o Local ad network technologyfor distributing advertiser content to a number of third-party partner sites, thus expanding advertiser reach to maximize their revenue opportunity.

o User and expert generated contentthat enhances DexKnows.com with value added materials (such as Work.com How-To Guides) to fuel advertiser engagement on the site and provide a better user experience.

o Additional leadership strengthfrom Business.com’s innovative and seasoned management team

§ Jake Winebaum, Business.com’s Founder and CEO, upon closing to be appointed President of RHD’s online division, RHDi, which includes DexKnows.com™, its online local search site, LocalLaunch!, its search engine marketing company, Business.com, Work.com and the Business.com Advertising Network..

§ Business.com’s management team has a combined 70 years of experience building and running leading Internet companies such as, Disney.com, ESPN.com, Overture.com and Rent.com

Transaction is an attractive investment opportunity and provides significant potential shareholder value

o Will accelerate RHD’s long-term revenue, EBITDA and Free Cash Flow growth while having limited impact on leverage

o Will give the company another growing, profitable division

o Business.com is expected to generate revenues of more than $50 million and be profitable in 2007

o Expected synergies will provide RHD with additional top-line and bottom-line growth opportunities

o Will diversifyRHD’s solutions by adding a new, profitable B2B line of business.