-----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, QwXR8VBWYQvj8sjCkTmKlcBYOeEQo+zTT9+8x2K+CL/4PIZAo3F+SL48Kp1ysvXh o1A+uTlo1bHAHBvTZa2WXQ== 0001157523-06-000102.txt : 20060106 0001157523-06-000102.hdr.sgml : 20060106 20060105214841 ACCESSION NUMBER: 0001157523-06-000102 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060105 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060106 DATE AS OF CHANGE: 20060105 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: 06514923 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: 06514924 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 a5050696.txt R.H. DONNELLEY CORPORATION 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): January 5, 2006 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 (Commission (I.R.S. Employer of 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: [_] 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 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 January 4, 2006, 100 shares of R.H. Donnelley Inc. common stock, no par value, were outstanding. Item 8.01. Other Events On January 5, 2006, R.H. Donnelley Corporation (the "Company") issued a press release announcing it intends to offer series A-1 senior discount notes that are expected to generate $332 million of gross proceeds and that a newly formed subsidiary intends to offer series A-2 senior discount notes that are expected to generate $600 million of gross proceeds and $1.2 billion of series A-3 senior notes. Pursuant to Rule 135c of the Securities Act of 1933, the Company is filing herewith the press release issued January 5, 2006 as Exhibit 99.1 hererto. 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 exhibit is filed with this report: Exhibit No. Exhibit Description ----------- ------------------- 99.1 Press Release, dated January 5, 2006. 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 thereunto duly authorized. R.H. DONNELLEY CORPORATION /s/ Robert J. Bush ------------------------------------- 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: January 5, 2006 3 EXHIBIT INDEX Exhibit No. Exhibit Description ----------- ------------------- 99.1 Press Release, dated January 5, 2006. 4 EX-99.1 2 a5050696ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 R.H. Donnelley Corp. Announces Proposed Offering of Senior Notes Expected To Generate Over $2.1 Billion of Gross Proceeds CARY, N.C.--(BUSINESS WIRE)--Jan. 5, 2006--R.H. Donnelley Corporation (NYSE: RHD; the "Company"), today announced that it intends to offer series A-1 senior discount notes that are expected to generate $332 million of gross proceeds and that a newly-formed subsidiary intends to offer series A-2 senior discount notes that are expected to generate $600 million of gross proceeds and $1.2 billion of series A-3 senior notes. The proceeds of the series A-1 senior notes are expected to be used to fund a portion of the repurchase of all of the Company's outstanding shares of convertible preferred stock and the proceeds from the series A-2 senior notes and the series A-3 senior notes are expected to be paid to Dex Media, Inc.'s stockholders in connection with the acquisition of Dex Media, Inc. and for other general corporate purposes including the payment of fees and expenses. 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 of 1933 (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: R.H. Donnelley Corporation Investors - Jenny L. Apker, 800-497-6329 Investors - James M. Gruskin, 800-497-6329 Media - Tyler D. Gronbach, 919-297-1541 -----END PRIVACY-ENHANCED MESSAGE-----