0001013594-16-000637.txt : 20160105 0001013594-16-000637.hdr.sgml : 20160105 20160104180245 ACCESSION NUMBER: 0001013594-16-000637 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160105 DATE AS OF CHANGE: 20160104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEX MEDIA, INC. CENTRAL INDEX KEY: 0001556739 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 132740040 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87445 FILM NUMBER: 161319555 BUSINESS ADDRESS: STREET 1: 2200 WEST AIRFIELD DRIVE STREET 2: P.O. BOX 619810 CITY: D/FW AIRPORT STATE: TX ZIP: 75261 BUSINESS PHONE: 972-453-7000 MAIL ADDRESS: STREET 1: 2200 WEST AIRFIELD DRIVE STREET 2: P.O. BOX 619810 CITY: D/FW AIRPORT STATE: TX ZIP: 75261 FORMER COMPANY: FORMER CONFORMED NAME: NEWDEX, INC. DATE OF NAME CHANGE: 20120822 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAULSON & CO. INC. CENTRAL INDEX KEY: 0001035674 IRS NUMBER: 133796759 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-956-2221 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: PAULSON & CO INC DATE OF NAME CHANGE: 19970313 SC 13D/A 1 dexmedia13da2_123015.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D dexmedia13da2_123015.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 2)*
 
Dex Media, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
25213A107
(CUSIP Number)
 
Stephen M. Schultz, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel. (212) 986-6000
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
December 30, 2015
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d- 1(e), 240.13d- 1(f) or 240.13d- 1(g), check the following box ❑.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d- 7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP No. 25213A107
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Paulson & Co. Inc.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [X]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
AF
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
1,347,437 (See Note 1 to Item 5 below)
   
8.
SHARED VOTING POWER
   
 
0
   
9.
SOLE DISPOSITIVE POWER
   
 
1,347,437 (See Note 1 to Item 5 below)
   
10.
SHARED DISPOSITIVE POWER
   
 
0
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,347,437
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
7.7%
   
14.
TYPE OF REPORTING PERSON
   
 
IA
 
 
 
 
 
This Amendment No. 2 reflects the shares of Common Stock (the “Common Stock”) of Dex Media, Inc. (the “Issuer”) reported herein by Paulson & Co. Inc. (the “Reporting Person” or “Paulson”) as of December 30, 2015 and amends and supplements the Schedule 13D, filed originally on May 10, 2013, and Amendment No. 1 thereto, filed originally on May 16, 2013 (collectively, the “Schedule 13D”).  Except as set forth herein, the Schedule 13D is unmodified.
 
    Item 3.  Source and Amount of Funds or Other Consideration
 
    Item 3 is hereby amended and restated to read as follows:

The securities reported herein by the Reporting Person were acquired in the open market and pursuant to the terms of the Amended and Restated Agreement and Plan of Merger dated December 5, 2012 (the "Merger Agreement") by and among SuperMedia Inc. (“SuperMedia”), Dex One Corporation (“Dex One”), and other parties thereto.  Pursuant to the terms of the Merger Agreement, SuperMedia and Dex One combined into a new company, the Issuer.  Under the terms of the Merger Agreement, SuperMedia’s stockholders received 0.4386 shares of Issuer Common Stock for each share of SuperMedia common stock that they owned, and Dex One stockholders received 0.20 shares of Issuer Common Stock for each share of Dex One share they owned.  A total of approximately $104,715,105 was paid to acquire Common Stock in the open market and the securities that were exchanged for shares of Common Stock in the merger.  The consideration to acquire such securities was derived from available capital of Paulson Advantage Master Ltd., Paulson Advantage Plus Master Ltd., Paulson Credit Opportunities Master Ltd. and Paulson Special Situations Master Fund Ltd. (collectively, the "Funds"), each managed by Paulson.

Item 5.  Interest in Securities of the Issuer

Item 5 is hereby amended and restated to read as follows:
 
(a)  
The aggregate percentage of Common Stock reported owned by the Reporting Person is based upon 17,563,744  shares of Common Stock outstanding as of October 30, 2015, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 11, 2015.
 
As of the date hereof, the Reporting Person may be deemed to beneficially own 1,347,437 shares of Common Stock, constituting approximately 7.7% of the shares of Common Stock outstanding (see Note 1).
 
(b)  
Number of Common Shares as to which Paulson has:

(i)  
Sole power to vote or direct the vote: 1,347,437
(ii)  
Shared power to vote or direct the vote: 0
(iii)  
Sole power to dispose or direct the disposition: 1,347,437
(iv)  
Shared power to dispose or direct the disposition: 0
 
(c)  
A list of the transactions in the Issuer’s Common Stock that were effected by the Reporting Person during the past sixty days is attached as Exhibit 1.
 
(d)  
Not applicable.

(e)  
Not applicable.

Note 1: Paulson, an investment advisor that is registered under the Investment Advisers Act of 1940, furnishes investment advice to and manages the Funds.  In its role as investment advisor, or manager, Paulson possesses voting and investment power over the securities of the Issuer described in this Schedule that are owned by the Funds.  The pecuniary interest of all securities reported in this Schedule is owned by the Funds.  Except for the purpose of determining beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended, Paulson disclaims beneficial ownership of all securities reported in this Schedule.

 
 
 

Item 7.
Material to Be Filed as Exhibits
 
The following documents are filed as exhibits:
 
Appendix I:
Instruction C Person Information (previously filed)
 
Exhibit 1:
List of the transactions in the Issuer’s Common Stock that were effected by the Reporting Persons during the past sixty days
 
 
 
 
 
Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  January 4, 2016
 
PAULSON & CO. INC.
 
By:  /s/ Stuart L. Merzer
        Name:  Stuart L. Merzer
        Title:    General Counsel &
                     Chief Compliance Officer
 
 
 
 
 
EXHIBIT 1
 
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS
 
The following lists transactions effected by the Reporting Person during the past sixty (60) days:
 

Date
Security
Amount of Shares
Sold
Approx. price ($) per Share
(excl. commissions)
 
12/30/2015
Common Stock
883,695
$0
 
The above transaction was effected in a private transaction.