-----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, HHoaF+5anpL6VvBD0QaQnCf/ED4pjpUecLraCEz6fmvTl34UA1RpYkC57+CT6I8g eTz0U2HDj3lrIErO4vOXVg== 0000895345-04-000216.txt : 20040326 0000895345-04-000216.hdr.sgml : 20040326 20040326183800 ACCESSION NUMBER: 0000895345-04-000216 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040319 FILED AS OF DATE: 20040326 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: 1231 BUSINESS ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9149336800 MAIL ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OTOOLE TERENCE M CENTRAL INDEX KEY: 0001029627 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 04694283 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129027202 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 4 1 jl4-donnelley_otooleex.xml X0201 4 2004-03-19 0 0000030419 R H DONNELLEY CORP RHD 0001029627 OTOOLE TERENCE M C/O GOLDMAN, SACHS & CO. 85 BROAD STREET NEW YORK NY 10004 1 0 0 0 Common Stock 2004-03-19 4 J 0 1526 0 A 7584 I See Stock Options (right to buy) 29.585 2010-05-01 Common Stock 1500 1500 I See Stock Options (right to buy) 29.585 2010-05-01 Common Stock 1500 1500 I See Convertible Cumulative Preferred Stock Common Stock 8341119 200604 I See Warrants to purchase Common Stock 28.62 2008-01-03 Common Stock 1072500 1072500 I See Warrants to purchase Common Stock 26.28 2008-01-03 Common Stock 577500 577500 I See Stock Options (right to buy) 29.205 2013-01-03 Common Stock 1500 1500 I See Stock Options (right to buy) 29.205 2013-01-03 Common Stock 1500 1500 I See As a result of an internal restructuring among subsidiaries of The Goldman Sachs Group, Inc. ("GS Group"), 1,526 shares of Common Stock and an open short position of 7,126 shares of Common Stock that were previously held by affiliates of GS Group but were disaggregated from securities held by Goldman, Sachs & Co. ("Goldman Sachs") and certain investment partnerships of which affiliates of Goldman Sachs and GS Group are the general partner, managing partner, or managing general partner (such inve stment partnerships, collectively, the "Limited Partnerships") are now held directly by Goldman Sachs and are aggregated with securities held by the Limited Partnerships. See Exhibit 99.1. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to the Reporting Person. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the next three Annual Meetings of Shareholders of R.H. Donnelley Corporation (the "Company"), following the date of grant, which was May 1, 2003. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for th e benefit of GS Group. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was May 1, 2003. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. Each share of Convertible Cumulative Preferred Stock ("Preferred Stock") is convertible at any time at the option of the holder into a number of fully paid and nonassessable shares of Common Stock equal to $1,000 for each share of Preferred Stock outstanding, plus an amount equal to all accrued but unpaid dividends thereon as of the date of conversion, divided by $24.05. The Certificate of Designations governing the Preferred Stock contains customary anti-dilution protection for the shares of Preferred Stock. The number of shares of Common Stock underlying the Preferred Stock increases as dividends accumulate on the Preferred Stock. The Preferred Stock may be redeemed by the Company, at its option, at any time after January 3, 2013. Immediately exercisable. Goldman Sachs and GS Group may be deemed to own beneficially and indirectly 200,604 shares of Preferred Stock of the Company which are convertible into 8,341,119 shares of Common Stock and warrants to purchase 1,650,000 shares of Common Stock, through the Limited Partnerships. The Preferred Stock and warrants reported herein are owned by the Limited Partnerships. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to the Reporting Person. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was January 3, 2003. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was January 3, 2003. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. /s/ Roger S. Begelman, Attorney-in-fact 2004-03-25 EX-99.1 3 otooleex99-1.txt Exhibit 99.1 (2) The Reporting Person is a managing director of Goldman Sachs. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group may be deemed to beneficially own indirectly securities through the Limited Partnerships. In addition, GS Group may be deemed to beneficially own, in aggregate, 6,000 deferred shares of Common Stock which were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to each of the Reporting Person and Robert R. Gheewalla. Each of the Reporting Person and Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group. Goldman Sachs owns beneficially and directly and GS Group may be deemed to own beneficially and indirectly 1,584 shares of Common Stock. Goldman Sachs also has open short positions of 10,541 shares of Common Stock. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any. -----END PRIVACY-ENHANCED MESSAGE-----