-----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, CgB0xEZ0ijwTpt6RiLqOBx8pmHbuUnT9mBCA40khJtDMiGxy6J9uhLWtR3n06spW hSDTL+SgySZShlDO9ienvw== 0001209191-06-008311.txt : 20060207 0001209191-06-008311.hdr.sgml : 20060207 20060207165240 ACCESSION NUMBER: 0001209191-06-008311 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060131 FILED AS OF DATE: 20060207 DATE AS OF CHANGE: 20060207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Greenman Simon CENTRAL INDEX KEY: 0001297876 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 06586002 BUSINESS ADDRESS: BUSINESS PHONE: 303-784-2900 MAIL ADDRESS: STREET 1: 198 INVERNESS DRIVE WEST CITY: ENGLEWOOD STATE: CO ZIP: 80112 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 3 1 bcl18308_bcl1sg.xml MAIN DOCUMENT DESCRIPTION X0202 3 2006-01-31 0 0000030419 R H DONNELLEY CORP RHD 0001297876 Greenman Simon C/O R.H. DONNELLEY CORPORATION 1001 WINSTEAD DRIVE CARY NC 27513 0 1 0 0 Senior VP of Digital Strategy Stock Option (right to buy) 10.78 2014-03-16 Common Stock 31101 D Includes options with respect to 18,660.6 shares that are vested and fully exercisable; options with respect to 6,220.2 shares that will vest on December 31, 2007; and options with respect to 6,220.2 shares that will vest on December 31, 2008. Mr. Greenman received options to purchase 31,101 shares of R.H. Donnelley Corporation common stock in exchange for options to purchase 72,200 shares of common stock, par value $0.01 per share, of Dex Media, Inc. at an exercise price of $4.64 per share in connection with the merger (the "Merger") of Dex Media, Inc. with and into Forward Acquisition Corp., a wholly owned subsidiary of R.H. Donnelley Corporation. In the Merger, 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. The last reported closing price of R.H. Donnelley Corporation common stock prior to the effective time of the Merger was $64.01 per share. The last reported closing price of Dex Media, Inc. common stock prior to the effective time of the Merger was $27.72 per share. /s/ Robert J. Bush, Attorney in Fact for Reporting Person 2006-02-07 EX-24 2 bcl18308_ex24.txt POWER OF ATTORNEY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints David C. Swanson, Steven M. Blondy, Robert J. Bush and Jenny L. Apker with full power of substitution, as the undersigned's true and lawful authorized representative and attorney-in-fact to: (1) execute for and on behalf of each of the undersigned, in the undersigned's capacity as an officer or director of R.H. Donnelley Corporation (the "Company"), Forms 3, 4, and 5, and any and all amendments thereto, in accordance with Section 16 of the Securities and Exchange Act of 1934 (the "1934 Act"), and the rules and regulations promulgated thereunder; (2) do and perform any and all acts for and on behalf of each of the undersigned which may be necessary or desirable to complete the execution of any such form or schedule and the timely filing of such form or schedule with the United States Securities and Exchange Commission and any stock exchange or stock market or other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, each of the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of each of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. Each of the undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in fact's substitute shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. Each of the undersigned acknowledges that the foregoing attorney-in-fact, in service in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 or any other provision of the 1934 Act or the rules and regulations promulgated thereunder. This Power of Attorney shall remain in full force and effect as to each of the undersigned until he or she is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holding of, or transactions in, the securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of date written below. /s/ Simon Greenman - ----------------------------- Simon Greenman January 26, 2006 /s/ Margaret Le Beau - ----------------------------- Margaret Le Beau January 26, 2006 /s/ Jeff Smith - ----------------------------- Jeff Smith January 31, 2006 -----END PRIVACY-ENHANCED MESSAGE-----