0001144204-07-052349.txt : 20071002 0001144204-07-052349.hdr.sgml : 20071002 20071002133408 ACCESSION NUMBER: 0001144204-07-052349 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: 071148795 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 v089291_8k.htm

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 has completed the issuance of $1 billion aggregate principal amount of 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.

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

EXHIBIT INDEX

Exhibit No.	Exhibit Description

99.1	Press Release, dated October 2, 2007.

EX-99.1 2 v089291_ex99-1.htm

R.H. Donnelley Corp. Announces Completion of $1.0 Billion Senior Notes Offering

CARY, N.C. - October 2, 2007—R.H. Donnelley Corporation (NYSE: RHD; the “Company”), today announced that it has completed the issuance of $1 billion aggregate principal amount of its 8.875% series A-4 senior notes due 2017. The Company increased the aggregate principal amount of the offering to $1 billion of senior notes from the previously announced amount of $650 million . The Company offered the senior notes 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 issuance of the senior notes were used to repay the Company’s credit agreement. In addition, a portion of the net proceeds was contributed to R.H. Donnelley Inc., a wholly owned subsidiary of the Company (“RHDI”), in order to permit RHDI to repurchase its 10.875% senior subordinated notes due 2012, which were validly tendered in a tender offer and consent solicitation by RHDI and represented a majority of the aggregate principal amount outstanding, and to later repurchase additional senior subordinated notes that may be validly tendered prior to the expiration of the tender offer and consent solicitation and to later redeem any senior subordinated notes not tendered in the tender offer and consent solicitation. The Company may use any remaining proceeds for general corporate purposes.

The senior notes were offered to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. The senior notes 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.

Contact:	Investors contact:

	Jenny Apker	or	Tom McCallum
	(919) 297-1129		(919) 447-4774

	Media contact:

	Mike Truell
	(919) 297-1772