-----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, Dv3UUICXJYSSjbGkXrBUt22gbastzU61d2IWjZ4kEd9PBFhwExFlg9O0X+7tQp4e TGFnQo0TWxMN1TAOkC7I4Q== 0001144204-07-052276.txt : 20071002 0001144204-07-052276.hdr.sgml : 20071002 20071002090920 ACCESSION NUMBER: 0001144204-07-052276 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071002 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071002 DATE AS OF CHANGE: 20071002 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: 1205 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 071147584 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 v089284_8k.htm Unassociated Document
 

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): October 2, 2007

R.H. DONNELLEY CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
 
1001 Winstead Drive, Cary NC
(Address of principal
executive offices)
 
1-07155
(Commission
File Number)
 
Registrant’s telephone number,
including area code: (919) 297-1600
 
13-2740040
(IRS Employer
Identification No.)
 
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)

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 October 2, 2007, R.H. Donnelley Corporation (the “Company”) issued a press release announcing that it intends to offer an additional $500 million of its 8.875% series A-4 senior notes due 2017 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 of 1933, the Company is filing herewith the press release issued on October 2, 2007 as Exhibit 99.1 hereto.

All of the senior 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 the registration requirements.

Item 9.01. Financial Statements and Exhibits.

(d)   Exhibits.

The following exhibits are filed with this report.

Exhibit No.
Exhibit Description
   
     99.1
Press Release, dated October 2, 2007.
 
 
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:   Senior Vice President, General Counsel
            & Corporate Secretary 
 
Date: October 2, 2007
 
 
3

 
 
EXHIBIT INDEX

Exhibit No.
Exhibit Description
   
     99.1
Press Release, dated October 2, 2007.
 
 
4

 
EX-99.1 2 v089284_ex99-1.htm Unassociated Document

R.H. Donnelley Corporation Announces Proposed Offering of Additional $500 Million of Senior Notes
 

CARY, N.C. - October 2, 2007 - R.H. Donnelley Corporation (NYSE: RHD)(the "Company") today announced that it intends to offer an additional $500 million of its 8.875% series A-4 senior notes due 2017 to certain institutional investors in an offering exempt from the registration requirements of the Securities Act of 1933 (the "Securities Act"). A portion of the net proceeds from the offering is expected to be transferred to Dex Media East LLC, an indirect subsidiary of the Company ("Dex Media East"), in order to allow Dex Media East to repay a portion of the term loans outstanding under the existing Dex Media East credit facility. In order to permit such transfer, the Company must obtain the consent of required lenders holding not less than a majority of the aggregate amount of the outstanding debt and commitments under the existing Dex Media East credit facility and obtain fairness opinions with respect to the indentures governing the outstanding notes issued by Dex Media East and Dex Media, Inc. This offering of additional senior notes is conditioned on obtaining the consent and fairness opinions.
 
In addition, the Company intends to contribute a portion of the net proceeds to R.H. Donnelley Inc., a wholly owned subsidiary of the Company ("RHDI"), in order to allow RHDI to repay a portion of the term loans outstanding under RHDI's credit facility.
 
The senior notes will be offered to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. The senior notes to be offered have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy such senior notes and is issued pursuant to Rule 135c under the Securities Act.

 

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