-----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, I1vUYzoFsRDSvmlIBYvO4WhAAK8W4aX/JT2yTWIu5s1F4BO4+oROxkJHhgGcVVRA dwgOkToLYtr4srWuFT5Rfg== 0001157523-04-000096.txt : 20040108 0001157523-04-000096.hdr.sgml : 20040108 20040108091953 ACCESSION NUMBER: 0001157523-04-000096 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040108 ITEM INFORMATION: Other events FILED AS OF DATE: 20040108 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: 04514453 BUSINESS ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9149336800 MAIL ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DONNELLEY R H INC CENTRAL INDEX KEY: 0001065310 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PUBLISHING [2741] IRS NUMBER: 362467635 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-59287 FILM NUMBER: 04514454 BUSINESS ADDRESS: STREET 1: 1 MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9149336400 MAIL ADDRESS: STREET 1: 1 MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 8-K 1 a4545173.txt R.H. DONNELLEY 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 8, 2004 ----------------------- R.H. DONNELLEY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 1-07155 13-2740040 - ----------------------------- ------------------------ ---------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) One Manhattanville Road, Purchase, New York 10577 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) R.H. DONNELLEY INC.* (Exact Name of Registrant as Specified in Charter) Delaware 333-59287 36-2467635 - -------------------------------- ----------------------- -------------------- - -------------------------------- ---------------------- -------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) One Manhattanville Road, Purchase, New York 10577 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrants' telephone number, including area code: (914) 933-6400 --------------------- Not Applicable --------------- (Former Name or Former Address, if Changed Since Last Report) *R.H. Donnelley Inc. is a wholly owned subsidiary of R.H. Donnelley Corporation, which became subject to the filing requirements of Section 15(d) on October 1, 1998. As of January 1, 2004, 100 shares of R.H. Donnelley Inc. common stock, no par value, were outstanding. Item 5. Other Events. On January 8, 2004, R.H. Donnelley Inc. (the "Company") issued a press release announcing the redemption of the entire outstanding aggregate principal amount of $21,245,000 of its 9 1/8% Senior Subordinated Notes due 2008 ("Notes"). The Company expects to redeem the Notes on February 6, 2004 at a redemption price of 104.563% of the principal amount, plus accrued and unpaid interest. A copy of the press release is attached hereto as exhibit 99.1. 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: Vice President and General Counsel R.H. DONNELLEY INC. By: /s/ Robert J. Bush ------------------------ Name: Robert J. Bush Title: Vice President and General Counsel Date: January 8, 2004 3 EXHIBIT INDEX ------------- Exhibit Number Description ------ ----------- 99.1 Press Release issued January 8, 2004 4 EX-99 3 a4545173ex991.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 R.H. Donnelley Inc Initiates Redemption of All of Its 9 1/8% Senior Subordinated Notes Due 2008 PURCHASE, N.Y.--(BUSINESS WIRE)--Jan. 8, 2004--R.H. Donnelley Inc., a subsidiary of R.H. Donnelley Corporation (NYSE:RHD), today announced that it has initiated a redemption of all of its outstanding 9 1/8% Senior Subordinated Notes due 2008. The entire outstanding aggregate principal amount of $21,245,000 of the 9 1/8% Senior Subordinated Notes will be redeemed on February 6, 2004 at a redemption price of 104.563% of the principal amount thereof, plus accrued and unpaid interest. The redemption of the 9 1/8% Senior Subordinated Notes and the expenses and premiums incurred in connection therewith will be funded with proceeds from the Term Loan B-2 portion of the Company's Senior Credit Facility amended December 8, 2003. About R.H Donnelley R.H. Donnelley is a leading publisher of yellow pages directories which publishes 260 directories under the Sprint Yellow Pages (R) brand in 18 states, with major markets including Las Vegas, Orlando, and Lee County, Florida. The Company also serves as the exclusive sales agent for 129 SBC directories under the SBC Smart Yellow Pages (R) brand in Illinois and northwest Indiana through DonTech, its perpetual partnership with SBC. Including DonTech, R.H. Donnelley serves more than 250,000 local and national advertisers. For more information, please visit R.H. Donnelley at www.rhd.com Safe Harbor Provision Certain statements contained in this press release regarding R.H. Donnelley'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," "should," "planned," "estimated," "potential," "goal," "outlook," and similar expressions, as they relate to R.H. Donnelley or its management, have been used to identify such forward-looking statements. Without limiting the generality of the foregoing, the statements under the caption "Outlook" are forward-looking statements. Regardless of any identifying phrases, these statements and all other forward-looking statements reflect only R.H. Donnelley's current beliefs and assumptions with respect to future business plans, prospects, decisions and results, and are based on information currently available to R.H. Donnelley. Accordingly, the statements are subject to significant risks, uncertainties and contingencies which could cause R.H. Donnelley's actual operating results, performance or business plans or prospects to differ from those expressed in, or implied by, these statements. Such risks, uncertainties and contingencies are described in detail in Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's Annual Report on Form 10-K for the year ended December 31, 2002, as well as the Company's other periodic filings with the Securities and Exchange Commission, and in summary and without limitation include the following: (1) our ability to meet our substantial debt service obligations; (2) restrictive covenants under the terms our debt and convertible preferred stock agreements; and (3) general economic conditions. CONTACT: R.H. Donnelley Steven M. Blondy Jenny L. Apker 914-933-3178 -----END PRIVACY-ENHANCED MESSAGE-----