-----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, E1Qm6dkYqk9CCYFrN8ZmXcao+VhYA2wtOqjDw0ibMZprjuxr5zXmWqBzHM52sgjj F00x5KUda0NLEk6gGTEZkg== 0001209191-06-007494.txt : 20060203 0001209191-06-007494.hdr.sgml : 20060203 20060203061726 ACCESSION NUMBER: 0001209191-06-007494 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060131 FILED AS OF DATE: 20060203 DATE AS OF CHANGE: 20060203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCG HOLDINGS LLC CENTRAL INDEX KEY: 0001022596 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 06575504 BUSINESS ADDRESS: STREET 1: C/O CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVE., NW, STE. 220 S CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 2023472626 ISSUER: 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 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 4 1 bdn32660_bdn1tcg2.xml MAIN DOCUMENT DESCRIPTION X0202 4 2006-01-31 0000030419 R H DONNELLEY CORP RHD 0001022596 TCG HOLDINGS LLC C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW STE 220 S WASHINGTON DC 20004 0 0 1 0 Common Stock 2006-01-31 4 U 0 39017809 D 0 I See Footnote Disposed of pursuant to merger agreement between issuer and R.H. Donnelley Corporation (RHD) in exchange for 9,424,360 shares of R.H. Donnelley Corporation common stock having a market value of $64.01 per share on the effective date of the merger and $479,919,048 in cash. In the merger agreement, each share of Dex Media, Inc. common stock outstanding immediately prior to the effective time of the merger was converted into the right to receive .24154 of a share of R.H. Donnelley Corporation common stock and $12.30 in cash. These shares of common stock, par value $0.01 (the "Common Stock"), of Dex Media, Inc. were beneficially owned by TCG Holdings, L.L.C., a Delaware limited liability company ("TCG"). Carlyle Partners III, L.P., CP III Coinvestment, L.P., Carlyle-Dex Partners L.P., Carlyle-Dex Partners II L.P. (together, the "Carlyle Funds") and Carlyle High Yield Partners, L.P. collectively directly held 39,017,809 shares of Common Stock. Carlyle Partners III, L.P. directly held 24,519,997 shares of Common Stock. CP III Coinvestment, L.P. directly held 862,083 shares of Common Stock. Carlyle-Dex Partners L.P. directly held 5,259,182 shares of Common Stock. Carlyle-Dex Partners II L.P. directly held 7,170,059 shares of Common Stock. TC Group, L.L.C. exercised investment discretion and control over the shares directly held by each of the Carlyle Funds through its indirect subsidiary TC Group III, L.P., which is the sole general partner of each of the Carlyle Funds. TC Group, L.L.C. is the sole managing member of the TC Group III, L.L.C., which is the sole general partner of TC Group III, L.P. Carlyle High Yield Partners, L.P. directly held 1,206,488 shares of Common Stock. TC Group, L.L.C. exercised investment discretion and control over the shares directly held by Carlyle High Yield Partners, L.P. through its indirect subsidiary TCG High Yield, L.L.C., which is the sole general partner of Carlyle High Yield Partners, L.P. TC Group, L.L.C. is the sole managing member of TCG High Yield Holdings, L.L.C. TCG High Yield Holdings, L.L.C. is the managing member of TCG High Yield, L.L.C. TC Group, L.L.C. exercised investment discretion and control over the shares directly held by Carlyle High Yield Partners, L.P. through its indirect subsidiary TCG High Yield, L.L.C., which is the sole general partner of Carlyle High Yield Partners, L.P. TC Group, L.L.C. is the sole managing member of TCG High Yield Holdings, L.L.C. TCG High Yield Holdings, L.L.C. is the managing member of TCG High Yield, L.L.C. William E. Conway, Jr., Daniel A. D'Aniello and David M. Rubenstein, as the managing members of TCG, may have been deemed to share beneficial ownership of the shares shown as beneficially owned by TCG. Such persons disclaim such beneficial ownership. /s/ John Harris, Attorney in Fact 2006-02-02 -----END PRIVACY-ENHANCED MESSAGE-----