-----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, VYiUDm1OBYi+SPpBUdA4i888SGuzv9F7qdfO154U2EXhgBRLBmbAdfj2LK2eykKT O9ljRhJDJlnEA9JdCe6fFA== 0001157523-05-010951.txt : 20051220 0001157523-05-010951.hdr.sgml : 20051220 20051220172701 ACCESSION NUMBER: 0001157523-05-010951 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20051220 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051220 DATE AS OF CHANGE: 20051220 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: 051276378 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DONNELLEY R H INC CENTRAL INDEX KEY: 0001065310 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] 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: 051276379 BUSINESS ADDRESS: STREET 1: 1001 WINSTEAD DRIVE CITY: CARY STATE: NC ZIP: 27513 BUSINESS PHONE: 9192971234 MAIL ADDRESS: STREET 1: 1001 WINSTEAD DRIVE CITY: CARY STATE: NC ZIP: 27513 8-K 1 a5043492.txt R.H. DONNELLEY 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): December 20, 2005 R.H. DONNELLEY CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07155 13-2740040 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1001 Winstead Drive Cary, NC 27513 (Address of principal (Zip Code) executive offices) R.H. DONNELLEY INC.* (Exact name of registrant as specified in its charter) Delaware 333-59287 36-2467635 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.) 1001 Winstead Drive Cary, NC 27513 (Address of principal Zip Code) executive offices) 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: |X| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) *R.H. Donnelley Inc. is a wholly owned subsidiary of R.H. Donnelley Corporation. R.H. Donnelley Inc. became subject to the filing requirements of Section 15(d) on October 1, 1998 in connection with the public offer and sale of its 9 1/8% Senior Subordinated Notes, which Notes were redeemed in full on February 6, 2004. In addition, R.H. Donnelley Inc. is the obligor of 8 7/8% Senior Notes due 2010 and 10 7/8% Senior Subordinated Notes due 2012, and is now subject to the filing requirements of Section 15(d) as a result of such Notes. As of December 19, 2005, 100 shares of R.H. Donnelley Inc. common stock, no par value, were outstanding. Item 1.01. Entry into a Material Definitive Agreement. On November 21, 2005, R.H. Donnelley Inc. (the "Company"), a wholly-owned subsidiary of R.H. Donnelley Corporation (the "Parent"), issued a press release announcing that it had commenced a tender offer and consent solicitation for its outstanding 8-7/8% senior notes due 2010 (CUSIP Numbers: 749564AB6, 749564AA8, U76218AA1; together, the "Notes") on the terms and subject to the conditions set forth in the Company's Offer to Purchase and Consent Solicitation Statement dated November 21, 2005 (the "Offer to Purchase"). Upon receipt of tenders and related consents from the holders of at least a majority of the aggregate principal amount of outstanding Notes, on December 6, 2005, the Company, as issuer, the Parent, as guarantor, the subsidiary guarantors named therein, as guarantors, and The Bank of New York, as trustee, executed a third supplemental indenture (the "Supplemental Indenture") amending the indenture, dated as of December 3, 2002, relating to the Notes. The Supplemental Indenture amends the Indenture to (1) delete substantially all of the restrictive covenants contained in the Indenture, including, among other things, limitations on debt, limitations on restricted payments, limitations on liens, limitations on asset sales, limitations on restriction on distributions from restricted subsidiaries and limitations on transactions with affiliates, (2) delete events of default relating to covenant defaults, cross-defaults and judgments against the Company, (3) delete the conditions to legal or covenant defeasance and (4) make conforming and related changes to the Indenture. The amendments set forth in the Supplemental Indenture became operative when the Notes were accepted for payment by the Company pursuant to the tender offer and consent solicitation on December 20, 2005. The foregoing summary of the material provisions of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture filed as Exhibit 4.1 to this Current Report on Form 8-K. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Effective December 20, 2005, the Company amended its Certificate of Designation of Series B Participating Cumulative Preferred Stock ("Series B Preferred Stock") to provide for the issuance of up to 4,000,000 shares of Series B Preferred Stock. Prior to the amendment, 400,000 shares of Series B Preferred Stock were authorized. The Certificate of Designation of Series B Preferred Stock was amended in connection with the previously announced acquisition by the Company of Dex Media, Inc. pursuant to the Agreement and Plan of Merger, dated October 3, 2005, by and among the Company, Forward Acquisition Corp. and Dex Media, Inc. The amendment authorizes additional shares of Series B Preferred Stock that could be issued upon the exercise of preferred share purchase rights pursuant to the terms and subject to the conditions of the Rights Agreement, dated as of October 27, 1998, as amended, between the Company and The Bank of New York, as successor rights agent. The foregoing description of the amendment to the Certificate of Designation of Series B Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Certificate of Designation of the Series B Preferred Stock, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. 2 Item 7.01. Regulation FD Disclosure On December 20, 2005, the Company issued a press release announcing the expiration and final results of its previously announced cash tender offer for any and all of the outstanding $325,000,000 aggregate principal amount of Notes and the related consent solicitation under the Offer to Purchase and the related Letter of Transmittal and Consent. The tender offer and consent solicitation expired at Midnight, New York City time, on December 19, 2005 (such date and time, the "Expiration Date"). As of the Expiration Date, holders of $317.1 million in aggregate principal amount of Notes had tendered their Notes pursuant to the tender offer. This participation represents approximately 97.6% of the total principal amount of the Notes outstanding. The Company has accepted for payment all of the Notes validly tendered in the tender offer and consent solicitation, and expects to pay today for all validly tendered Notes. The information is being furnished under Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibit is filed with this report: Exhibit No. Exhibit Description - ---------- -------------------- 3.1 Amended Certificate of Designation of Series B Participating Cumulative Preferred Stock. 4.1 Third Supplemental Indenture, dated as of December 6, 2005, by and among R.H. Donnelley Inc., as issuer, R.H. Donnelley Corporation, as guarantor, the subsidiary guarantors named therein, as guarantors, and The Bank of New York, as trustee. 99.1 Press Release, dated December 20, 2005. 3 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 thereunto duly authorized. R.H. DONNELLEY CORPORATION /s/ Robert J. Bush ------------------------------- Vice President, General Counsel & Corporate Secretary R.H. DONNELLEY INC. /s/ Robert J. Bush ------------------------------- Robert J. Bush Vice President, General Counsel & Corporate Secretary Date: December 20, 2005 4 EXHIBIT INDEX Exhibit No. Exhibit Description - ---------- -------------------- 3.1 Amended Certificate of Designation of Series B Participating Cumulative Preferred Stock. 4.1 Third Supplemental Indenture, dated as of December 6, 2005, by and among R.H. Donnelley Inc., as issuer, R.H. Donnelley Corporation, as guarantor, the subsidiary guarantors named therein, as guarantors, and The Bank of New York, as trustee. 99.1 Press Release, dated December 20, 2005. 5 EX-3.1 2 a5043492ex3_1.txt EXHIBIT 3.1 - AMENDED CERTIFICATE OF DESIGNATION Exhibit 3.1 AMENDED CERTIFICATE OF DESIGNATION OF SERIES B PARTICIPATING CUMULATIVE PREFERRED STOCK OF R.H. DONNELLEY CORPORATION ---------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware ---------------------------------- R.H. Donnelley Corporation (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), hereby certifies as follows: FIRST: The name of the Corporation is R.H. Donnelley Corporation. SECOND: The Restated Certificate of Incorporation, as amended, of the Corporation authorizes the issuance of up to 10,000,000 shares of Preferred Stock, par value $1 per share (the "Preferred Stock"), and further authorizes the Board of Directors of the Corporation by resolution or resolutions to provide for the issuance of Preferred Stock in series and to establish the number of shares to be included in each such series and to fix the designation, voting powers, preferences and relative rights and qualifications, limitations or restrictions of each such series. SECOND: On November 2, 1998, a Certificate of Designation of Series B Participating Cumulative Preferred Stock (the "Series B Certificate of Designation") was filed with the Secretary of State of the State of Delaware, which authorized and fixed the terms of the Series B Participating Cumulative Preferred Stock of the Corporation (the "Series B Preferred Stock") and the number of shares constituting such Series B Preferred Stock. THIRD: No shares of the Series B Preferred Stock of the Corporation have been issued. FOURTH: On December 9, 2005, the Board of Directors of the Corporation adopted the following resolution: "FURTHER RESOLVED, that the Board of Directors hereby authorizes and approves an amendment of Section 1. of the Series B Certificate of Designation to increase the number of authorized and designated shares of Series B Preferred Stock to 4,000,000 shares by deleting such Section 1. in its entirety and replacing it with a new Section 1. as set forth below: SECTION 1. Designation and Number of Shares. The shares of such series shall be designated as "Series B Participating Cumulative Preferred Stock" (the "Series B Preferred Stock"), and the number of shares constituting such series shall be 4,000,000. Such number of shares of the Series B Preferred Stock may be increased or decreased by resolution of the Board of Directors; provided that no decrease shall reduce the number of shares of Series B Preferred Stock to a number less than the number of shares then outstanding plus the number of shares issuable upon exercise or conversion of outstanding rights, options or other securities issued by the Corporation." (Signatures are on the following page.) 2 IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed in its name and on its behalf and attested on this 20th day of December 2005 by duly authorized officers of the Corporation. R.H. DONNELLEY CORPORATION By: /s/ Jenny L. Apker -------------------------------------- Name: Jenny L. Apker Title: Vice President and Treasurer ATTEST: By: /s/ Robert J. Bush ------------------------------------- Name: Robert J. Bush Title:Vice President, General Counsel Corporate Secretary 3 EX-4.1 3 a5043492ex4_1.txt EXHIBIT 4.1 - THIRD SUPPLEMENTAL INDENTURE Exhibit 4.1 THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE (this "Third Senior Notes Supplemental Indenture"), dated as of December 6, 2005, among R.H. Donnelley Inc., a Delaware corporation ("Donnelley"), the Guarantors signatory hereto (the "Guarantors") and The Bank of New York, as trustee under the Indenture referred to below (the "Trustee"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, Donnelley, the guarantors party thereto and the Trustee have entered into a Supplemental Indenture, dated as of January 3, 2003 (the "First Senior Notes Supplemental Indenture"), and a Second Supplemental Indenture, dated as of September 1, 2004 (the "Second Senior Notes Supplemental Indenture"), relating to the Indenture, dated as of December 3, 2002 (as heretofore amended and supplemented, the "Senior Notes Indenture"), which provided for the issuance of the 8-7/8% Senior Notes due 2010 (the "Securities"); WHEREAS, Donnelley desires and has requested the Trustee to join with Donnelley and the Guarantors in the execution and delivery of this Third Senior Notes Supplemental Indenture for the purpose of amending the Senior Notes Indenture in order to eliminate certain covenants and Events of Default; WHEREAS, Section 8.02 of the Senior Notes Indenture provides that a supplemental indenture may be entered into by Donnelley, the Guarantors and the Trustee to change certain provisions of the Senior Notes Indenture or modify certain rights of the Holders with the consent of registered Holders at least a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange offer for Notes) and with the authorization by a resolution of the Board of Directors of Donnelley; WHEREAS, pursuant to a solicitation by Donnelley, consents to the amendments to the Senior Notes Indenture, which will eliminate certain covenants and Events of Default pursuant to this Third Senior Notes Supplemental Indenture, of Holders of at least a majority in aggregate principal amount of the Securities then outstanding have been received; WHEREAS, the execution of this Third Senior Notes Supplemental Indenture has been duly approved and authorized by the Board of Directors of Donnelley and the Guarantors and all other necessary corporate action on the part of Donnelley and the Guarantors; and WHEREAS, Donnelley has furnished, or caused to be furnished, to the Trustee, and the Trustee has received, an Officers' Certificate and Opinion of Counsel stating, among other things, that this Third Senior Notes Supplemental Indenture is authorized or permitted by the Senior Notes Indenture. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, Donnelley, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows: ARTICLE 1 Agreement --------- Section 1.1 Definitions. Capitalized terms used but not otherwise defined in this Third Senior Notes Supplemental Indenture have the meanings ascribed thereto in the Senior Notes Indenture. Section 1.2 Amendments to the Senior Notes Indenture. (a) SECTION 4.03 of ARTICLE FOUR of the Senior Notes Indenture is amended by deleting the section in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." (b) SECTION 4.04 of ARTICLE FOUR of the Senior Notes Indenture is amended by deleting the section in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." (c) SECTION 4.06 of ARTICLE FOUR of the Senior Notes Indenture is amended by deleting the section in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." (d) SECTION 4.07 of ARTICLE FOUR of the Senior Notes Indenture is amended by deleting the section in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." (e) SECTION 4.08 of ARTICLE FOUR of the Senior Notes Indenture is amended by deleting the section in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." (f) SECTION 4.09 of ARTICLE FOUR of the Senior Notes Indenture is amended by deleting the section in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." (g) SECTION 4.10 of ARTICLE FOUR of the Senior Notes Indenture is amended by deleting the section in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." (h) SECTION 4.11 of ARTICLE FOUR of the Senior Notes Indenture is amended by deleting the section in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." (i) SECTION 4.12 of ARTICLE FOUR of the Senior Notes Indenture is amended by deleting the section in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." (j) SECTION 4.13 of ARTICLE FOUR of the Senior Notes Indenture is amended by deleting the section in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." (k) SECTION 4.14 of ARTICLE FOUR of the Senior Notes Indenture is amended by deleting the section in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." (l) SECTION 4.15 of ARTICLE FOUR of the Senior Notes Indenture is amended by deleting the section in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." (m) SECTION 4.16 of ARTICLE FOUR of the Senior Notes Indenture is amended by deleting the section in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." (n) SECTION 4.17 of ARTICLE FOUR of the Senior Notes Indenture is amended by deleting the section in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." (o) SECTION 4.18 of ARTICLE FOUR of the Senior Notes Indenture is amended by deleting the section in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." (p) SECTION 5.01 of ARTICLE FIVE of the Senior Notes Indenture is amended by deleting the section in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." 2 (q) SECTION 5.02 of ARTICLE FIVE of the Senior Notes Indenture is amended by deleting the section in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." (r) Subsection (3) of SECTION 6.01 of ARTICLE SIX of the Senior Notes Indenture is amended by deleting the subsection in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." (s) Subsection (5) of SECTION 6.01 of ARTICLE SIX of the Senior Notes Indenture is amended by deleting the subsection in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." (t) Subsection (8) of SECTION 6.01 of ARTICLE SIX of the Senior Notes Indenture is amended by deleting the subsection in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." (u) SECTION 9.02 of ARTICLE NINE of the Senior Notes Indenture is amended by deleting the section in its entirety, together with any references thereto in the Senior Notes Indenture, and replacing it with the following: "Intentionally omitted." (v) Any defined terms present in the Senior Notes Indenture, but no longer used as a result of the amendments made by this Third Senior Notes Supplemental Indenture are hereby eliminated. The definition of any defined term used in the Senior Notes Indenture, where such definition is set forth in any of the sections or subsections that are eliminated by this Third Senior Notes Supplemental Indenture and the term it defines is still used in the Senior Notes Indenture after the amendments hereby become effective, shall be deemed to become part of, and defined in, Section 1.01 of the Senior Notes Indenture. Such defined terms are to be in alphanumeric order within Section 1.01 of the Senior Notes Indenture. ARTICLE 2 Miscellaneous ------------- Section 2.1 Effect and Operation of Third Senior Notes Supplemental Indenture. This Third Senior Notes Supplemental Indenture shall be effective and binding immediately upon its execution and thereupon this Third Senior Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every Security heretofore or hereafter authenticated and delivered under the Senior Notes Indenture shall be bound hereby, but, notwithstanding anything in the Senior Notes Indenture or this Third Senior Notes Supplemental Indenture to the contrary, this Third Senior Notes Supplemental Indenture shall not be operative until Donnelley has accepted for payment all of the Securities validly tendered pursuant to the Offer (as defined in Donnelley's Offer to Purchase and Consent Solicitation Statement, dated November 21, 2005 (the "Statement")). If the Offer is terminated or withdrawn, or the Securities are not accepted for payment for any reason, this Third Senior Notes Supplemental Indenture will not become operative. Except as modified and amended by this Third Senior Notes Supplemental Indenture, all provisions of the Senior Notes Indenture shall remain in full force and effect. Section 2.2 Senior Notes Indenture, First Senior Notes Supplemental Indenture and Second Senior Notes Supplemental Indenture Remain in Full Force and Effect. Except as supplemented hereby, all provisions in the Senior Notes Indenture, the First Senior Notes Supplemental Indenture and the Second Senior Notes Supplemental Indenture shall remain in full force and effect. Section 2.3 Senior Notes Indenture, First Senior Notes Supplemental Indenture, Second Senior Notes Supplemental Indenture and Third Senior Notes Supplemental Indenture Construed Together. This Third Senior Notes Supplemental Indenture is an indenture supplemental to and in implementation of the Senior Notes Indenture, the First Senior Notes Supplemental Indenture and the Second Senior Notes Supplemental Indenture, and the Senior Notes Indenture, the First Senior Notes Supplemental Indenture, the Second Senior Notes Supplemental Indenture and this Third Senior Notes Supplemental Indenture shall henceforth be read and construed together. 3 Section 2.4 Confirmation and Preservation of Senior Notes Indenture. The Senior Notes Indenture, the First Senior Notes Supplemental Indenture and the Second Senior Notes Supplemental Indenture, as supplemented by this Third Senior Notes Supplemental Indenture, are in all respects confirmed and preserved. Section 2.5 Conflict with Trust Indenture Act. If any provision of this Third Senior Notes Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA that is required or deemed under the TIA to be part of and govern any provision of this Third Senior Notes Supplemental Indenture, such provision of the TIA shall control. If any provision of this Third Senior Notes Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Senior Notes Indenture, the First Senior Notes Supplemental Indenture and the Second Senior Notes Supplemental Indenture as so modified or to be excluded by this Third Senior Notes Supplemental Indenture, as the case may be. Section 2.6 Severability. In case any provision in this Third Senior Notes Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 2.7 Benefits of Third Senior Notes Supplemental Indenture. Nothing in this Third Senior Notes Supplemental Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Securities, any benefit of any legal or equitable right, remedy or claim under the Senior Notes Indenture, the First Senior Notes Supplemental Indenture, the Second Senior Notes Supplemental Indenture, this Third Senior Notes Supplemental Indenture or the Securities. Section 2.8 Successors. All agreements of Donnelley in this Third Senior Notes Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Third Senior Notes Supplemental Indenture shall bind its successors. Section 2.9 Certain Duties and Responsibilities of the Trustee. In entering into this Third Senior Notes Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Senior Notes Indenture, the First Senior Notes Supplemental Indenture, the Second Supplemental Indenture and the Securities relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. Section 2.10 Governing Law. This Third Senior Notes Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. Section 2.11 Multiple Originals. The parties may sign any number of copies of this Third Senior Notes Supplemental Indenture, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 2.12 Headings. The Article and Section headings herein are inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. Section 2.13 The Trustee. The Trustee shall not be responsible in any manner for or in respect of the validity or sufficiency of this Third Senior Notes Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made by Donnelley and the Guarantors. (Signature Page Follows) 4 IN WITNESS WHEREOF, the parties hereto have caused this Third Senior Notes Supplemental Indenture to be duly executed as of the date first written above. R.H. DONNELLEY INC. By: /s/ Robert J. Bush ----------------------------------- Name: Robert J. Bush Title: Vice President R.H. DONNELLEY CORPORATION By: /s/ Robert J. Bush ----------------------------------- Name: Robert J. Bush Title: Vice President GET DIGITAL SMART.COM, INC. By: /s/ Robert J. Bush ----------------------------------- Name: Robert J. Bush Title: Vice President R.H. DONNELLEY APIL, INC. By: /s/ Robert J. Bush ----------------------------------- Name: Robert J. Bush Title: Vice President R.H. DONNELLEY PUBLISHING & ADVERTISING, INC. By: /s/ Robert J. Bush ----------------------------------- Name: Robert J. Bush Title: Vice President DONTECH HOLDINGS, LLC By: /s/ Robert J. Bush ----------------------------------- Name: Robert J. Bush Title: Vice President S-1 R.H. DONNELLEY PUBLISHING & ADVERTISING OF ILLINOIS HOLDINGS, LLC By: /s/ Robert J. Bush ----------------------------------- Name: Robert J. Bush Title: Vice President DONTECH II PARTNERSHIP By: /s/ Robert J. Bush ----------------------------------- Name: Robert J. Bush Title: Vice President R.H. DONNELLEY PUBLISHING & ADVERTISING OF ILLINOIS PARTNERSHIP By: R.H. Donnelley Publishing & Advertising of Illinois Holdings, LLC, Its Managing Partner By: /s/ Robert J. Bush ----------------------------------- Name: Robert J. Bush Title: Vice President THE BANK OF NEW YORK, as trustee By: /s/ Julie Salovitch-Miller ----------------------------------- Name: Julie Salovitch-Miller Title: Vice President S-2 EX-99.1 4 a5043492ex99_1.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 R.H. Donnelley Inc. Announces Expiration and Final Results of Tender Offer and Consent Solicitation CARY, N.C.--(BUSINESS WIRE)--Dec. 20, 2005--R.H. Donnelley Inc. (the "Company"), a wholly owned subsidiary of R.H. Donnelley Corporation (NYSE: RHD), a leading Yellow Pages publisher and local online search company, today announced the expiration and final results of its previously announced cash tender offer for any and all of its outstanding $325,000,000 aggregate principal amount of 8 7/8% Senior Notes due 2010 (CUSIP Numbers: 749564AB6, 749564AA8, U76218AA1; together, the "Notes") and the related consent solicitation under the Offer to Purchase and Consent Solicitation Statement dated November 21, 2005 (the "Offer to Purchase") and the related Letter of Transmittal and Consent. The tender offer and consent solicitation expired at Midnight, New York City time, on December 19, 2005 (such date and time, the "Expiration Date"). As of the Expiration Date, holders of $317.1 million in aggregate principal amount of Notes had tendered their Notes pursuant to the tender offer. This participation represents approximately 97.6% of the total principal amount of the Notes outstanding. The Company has accepted for payment all of the Notes validly tendered in the tender offer and consent solicitation, and expects to pay today for all validly tendered Notes. Pursuant to the consent solicitation, consents to eliminate substantially all of the restrictive covenants and certain other provisions of the indenture governing the Notes were previously obtained from at least a majority of the aggregate principal amount of the outstanding Notes. As previously announced, after receipt of such requisite consents, on December 6, 2005 the Company and the trustee executed a supplemental indenture in respect of such amendments. The amendments will become operative today upon payment for the Notes accepted by the Company pursuant to the terms of the Offer to Purchase. J.P. Morgan Securities Inc. is the Dealer Manager for the tender offer and the Solicitation Agent for the consent solicitation and can be contacted at (212) 270-6496 (collect). MacKenzie Partners, Inc. is the Information Agent for the tender offer and consent solicitation and can be contacted at (212) 929-5500 (collect) or (800) 322-2885 (toll free). The Depositary for the tender offer and the consent solicitation is The Bank of New York and can be contacted at (212) 815-5098 (collect). This communication is for informational purposes only. It is not intended as an offer or solicitation for the purchase or sale of any financial instrument or as an official confirmation of any transaction. Any comments or statements made herein do not necessarily reflect those of J.P. Morgan Securities Inc., MacKenzie Partners, Inc. or The Bank of New York, or their respective subsidiaries and affiliates. About R.H. Donnelley R.H. Donnelley is a leading Yellow Pages publisher and local online search company. RHD publishes directories with total distribution of approximately 28 million serving approximately 260,000 local and national advertisers in 19 states. RHD publishes directories under the Sprint Yellow Pages(R) brand in 18 states with total distribution of approximately 18 million serving approximately 160,000 local and national advertisers, with major markets including Las Vegas, Nevada, and Orlando and Ft. Myers, Florida. In addition, RHD publishes directories under the SBC Yellow Pages brand in Illinois and Northwest Indiana with total distribution of approximately 10 million serving approximately 100,000 local and national advertisers. RHD also offers online city guides and search websites in its major Sprint Yellow Pages markets under the Best Red Yellow Pages(R) brand at www.bestredyp.com and in the Chicago area at www.chicagolandyp.com. 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," "intend," "should," "will," "planned," "estimated," "potential," "goal," "outlook," and similar expressions, as they relate to R.H. Donnelley, have been used to identify such forward-looking statements. All 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 materially from those expressed in, or implied by, these statements. Such risks, uncertainties and contingencies include, but are not limited to, statements about the benefits of the merger between R.H. Donnelley and Dex Media, including future financial and operating results, R.H. Donnelley's plans, objectives, expectations and intentions and other statements that are not historical facts. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (1) the ability to obtain governmental approvals of the merger on the proposed terms and schedule; (2) the failure of R.H. Donnelley and Dex Media stockholders to approve the merger; (3) the risk that the businesses will not be integrated successfully; (4) the risk that the expected strategic advantages and cost savings from the merger may not be fully realized or may take longer to realize than expected; (5) disruption from the merger making it more difficult to maintain relationships with customers, employees or suppliers; and (6) general economic conditions and consumer sentiment in our markets. Additional factors that could cause R.H. Donnelley's and Dex Media's results to differ materially from those described in the forward-looking statements are described in detail in the registration statement on Form S-4 that R.H. Donnelley filed with the Securities and Exchange Commission (the "SEC") (Registration No. 333-129539), which contains a preliminary joint proxy statement/prospectus relating to the proposed transaction, R.H. Donnelley's Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2004 in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations," Dex Media's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 in Item 1 "Business" and Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Standalone Company and elsewhere in Dex Media's Report," as well as R.H. Donnelley's and Dex Media's other periodic filings with the SEC that are available on the SEC's website at www.sec.gov. Additional Information and Where to Find It In connection with the proposed transaction, R.H. Donnelley has filed a registration statement on Form S-4 with the SEC (Registration No. 333-129539) containing a preliminary joint proxy statement/prospectus relating to the proposed transaction. Investors are urged to read the definitive joint proxy statement/prospectus regarding the proposed transaction when it becomes available because it will contain important information. Investors may obtain a free copy of the registration statement and the definitive joint proxy statement/prospectus (when available), as well as other filings containing information about R.H. Donnelley and Dex Media, without charge, on the SEC's website at www.sec.gov. Free copies of R.H. Donnelley's SEC filings are also available on R.H. Donnelley's website at www.rhd.com, or by request to Investor Relations, R.H. Donnelley Corporation, 1001 Winstead Drive, Cary, North Carolina 27513. Free copies of Dex Media's SEC filings are available on Dex Media's website at www.dexmedia.com, or by request to Investor Relations, Dex Media, Inc., 198 Inverness Drive West, Englewood, Colorado 80112. Information contained on R.H. Donnelley's website, Dex Media's website or the website of any other person is not incorporated by reference into this filing, and no information contained on those websites should be considered to be part of this press release. Participants in Solicitation R.H. Donnelley, Dex Media and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from R.H. Donnelley's or Dex Media's stockholders with respect to the proposed transaction. Information regarding R.H. Donnelley's directors and executive officers is available in its proxy statement filed with the SEC by R.H. Donnelley on March 21, 2005, and information regarding Dex Media's directors and executive officers is available in its proxy statement filed with the SEC by Dex Media on April 20, 2005. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is set forth in the registration statement on Form S-4 filed with the SEC in connection with the proposed transaction. CONTACT: R.H. Donnelley Inc., Cary Investors: Jenny L. Apker, 800-497-6329 or James M. Gruskin, 800-497-6329 or Media: Tyler D. Gronbach, 919-297-1541 -----END PRIVACY-ENHANCED MESSAGE-----