-----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, WBzGhUDiwDnvSRk1zeue64g536WD/HMfDkoQr5DiiR2OsS522YQahvJsr481Zb5f mRZ5jTItlWnRPfbvTrF0Vg== 0001144204-07-054751.txt : 20071017 0001144204-07-054751.hdr.sgml : 20071017 20071017163427 ACCESSION NUMBER: 0001144204-07-054751 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071017 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071017 DATE AS OF CHANGE: 20071017 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: 071176780 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 v090542_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 17, 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 17, 2007, R.H. Donnelley Inc. (“RHDI”), a wholly owned subsidiary of R.H. Donnelley Corporation (the “Company”), issued a press release announcing that, with regard to its tender offer and consent solicitation with respect to its $600 million aggregate principal amount of 10⅞% senior subordinated notes due 2012 (the “Notes”), it received valid tenders of, and deliveries of consents related to, $599,992,000 aggregate principal amount of the Notes at or prior to 8:00 a.m., New York City time, on October 17, 2007, representing approximately 99.987% of the $600 million aggregate principal amount of the Notes. These amounts include the previously announced receipt by RHDI of valid tenders of, and deliveries of consents related to, $599,632,000 aggregate principal amount of the Notes at or prior to 5:00 p.m., New York City time, on October 1, 2007, representing approximately 99.9% of the aggregate principal amount of the Notes outstanding. RHDI has accepted for purchase all notes validly tendered before 8:00 a.m., New York City time, on October 17, 2007. RHDI executed a supplemental indenture relating to the Notes on October 2, 2007, which became operative on October 17, 2007. The Company is filing herewith the press release issued by RHDI on October 17, 2007 as Exhibit 99.1 hereto, which is incorporated herein by reference thereto.

 
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 17, 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 17, 2007
 
 
3
 

EXHIBIT INDEX


Exhibit No.
Exhibit Description
   
99.1 Press Release, dated October 17, 2007.
 
 
4
 
 EX-99.1 2 v090542_ex99-1.txt R.H. Donnelley Inc. Announces Expiration of Offer to Purchase with Respect to Its 10 7/8% Senior Subordinated Notes Due 2012 CARY, N.C., Oct. 17 /PRNewswire-FirstCall/ -- R.H. Donnelley Inc., a wholly owned subsidiary of R.H. Donnelley Corporation (NYSE: RHD), announced today that the offer to purchase and consent solicitation related to $600,000,000 aggregate principal amount of its 10 7/8% senior subordinated notes due 2012 (the "Notes") expired today, October 17, 2007, at 8:00 a.m., New York City time. As of the expiration of the offer to purchase and consent solicitation, the Company had received valid tenders of, and deliveries of consents related to, $599,922,000 aggregate principal amount of the Notes, representing 99.987% of the $600 million aggregate principal amount of the Notes, pursuant to the terms of the offer to purchase and consent solicitation. These amounts include the receipt by the Company of previously announced valid tenders of, and deliveries of consents related to, $599,632,000 aggregate principal amount of the Notes at or prior to 5:00 p.m., New York City time, on October 1, 2007, representing approximately 99.9% of the aggregate principal amount of the Notes outstanding. The Company has accepted for purchase all notes validly tendered before 8:00 a.m., New York City time, on October 17, 2007. The Company executed a supplemental indenture relating to the Notes on October 2, 2007, which became operative on October 17, 2007. Visit R.H. Donnelley Inc. online at http://www.rhd.com. SOURCE R.H. Donnelley Corporation -----END PRIVACY-ENHANCED MESSAGE-----