-----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, WIIaM2YhsX6TgtqwTPfJ1kwj2/yqdeTL0VW54pPto51jnpDM3XbXfiQJBFuGbsmT e6Qnoauo14yO0h3ZJPbWrw== 0001157523-05-010646.txt : 20051207 0001157523-05-010646.hdr.sgml : 20051207 20051206215921 ACCESSION NUMBER: 0001157523-05-010646 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051206 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051207 DATE AS OF CHANGE: 20051206 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 051248461 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: 051248462 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 a5034844.txt R.H. DONNELLEY 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): December 6, 2005 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 (IRS 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: [X] 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 8 7/8% Senior Notes due 2010 and 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 December 5, 2005, 100 shares of R.H. Donnelley Inc. common stock, no par value, were outstanding. Item 7.01. Regulation FD Disclosure On December 6, 2005, R.H. Donnelley Inc. (the "Company"), a wholly owned subsidiary of R.H. Donnelley Corporation (the "Parent Company"), issued a press release announcing the results to date of its previously announced cash tender offer for any and all of its outstanding $325,000,000 aggregate principal amount of 8 7/8% Senior Notes due 2010 (CUSIP Numbers: 749564AB6, 749564AA8, U76218AA1; together, the "Notes") and the related consent solicitation under the Offer to Purchase and Consent Solicitation Statement dated November 21, 2005 and the related Letter of Transmittal and Consent. As of 5:00 p.m., New York City time, on December 6, 2005, which was the deadline for holders to tender their Notes in order to receive the total consideration, including the consent payment, holders of approximately $316.6 million in aggregate principal amount of Notes had tendered their Notes pursuant to the tender offer. This participation represents approximately 97.4% of the total principal amount of Notes outstanding. Accordingly, the requisite consents to adopt the proposed amendments to the indenture relating to the Notes have been received pursuant to the consent solicitation. Adoption of the proposed amendments requires the consent of holders of at least a majority of the aggregate principal amount of outstanding Notes. As a result, the Company and the indenture trustee will execute a supplemental indenture in respect of such amendments, with such amendments to become operative upon the acceptance of and payment for the Notes pursuant to the terms of the tender offer and consent solicitation. The information is being furnished under Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section. 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 December 6, 2005. 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: December 6, 2005 3 EXHIBIT INDEX Exhibit No. Exhibit Description ----------- ------------------- 99.1 Press Release, dated December 6, 2005. 4 EX-99.1 2 a5034844ex99_1.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 R.H. Donnelley Inc. Announces Preliminary Results of Tender Offer and Consent Solicitation CARY, N.C.--(BUSINESS WIRE)--December 6, 2005--R.H. Donnelley Inc. (the "Company"), a wholly owned subsidiary of R.H. Donnelley Corporation (NYSE: RHD), a leading Yellow Pages publisher and local online search company, today announced the results to date of its previously announced cash tender offer for any and all of its outstanding $325,000,000 aggregate principal amount of 8 7/8% Senior Notes due 2010 (CUSIP Numbers: 749564AB6, 749564AA8, U76218AA1; together, the "Notes") and the related consent solicitation under the Offer to Purchase and Consent Solicitation Statement dated November 21, 2005 (the "Offer to Purchase") and the related Letter of Transmittal and Consent. As of 5:00 p.m., New York City time, on December 6, 2005 (such date and time, the "Consent Date"), which was the deadline for holders to tender their Notes in order to receive the Total Consideration (as defined below), including the Consent Payment (as defined below), holders of approximately $316.6 million in aggregate principal amount of Notes had tendered their Notes pursuant to the tender offer. This participation represents approximately 97.4% of the total principal amount of Notes outstanding. Accordingly, the requisite consents to adopt the proposed amendments to the indenture relating to the Notes have been received pursuant to the consent solicitation. Adoption of the proposed amendments requires the consent of holders of at least a majority of the aggregate principal amount of outstanding Notes. As a result, the Company and the indenture trustee will execute a supplemental indenture in respect of such amendments, with such amendments to become operative upon the acceptance of and payment for the Notes pursuant to the terms of the tender offer and consent solicitation. The total consideration for the Notes (the "Total Consideration"), which will be payable in respect of the Notes that are accepted for payment and that were validly tendered on or prior to the Consent Date, is $1,079.74 per $1,000 principal amount of the Notes. The Total Consideration includes a $30.00 payment ("Consent Payment"), payable only in respect of Notes tendered on or prior to the Consent Date. Holders who validly tender their Notes after the Consent Date and on or prior to Midnight, New York City time, December 19, 2005, unless earlier terminated or extended (the "Expiration Date"), will be eligible to receive the tender offer consideration of $1,049.74 per $1,000 principal amount of the Notes, which consists of the Total Consideration less the Consent Payment (the "Tender Offer Consideration"). All tendering holders will be paid accrued and unpaid interest on tendered Notes up to, but not including, the settlement date. Subject to the terms and conditions of the tender offer and consent solicitation, Notes accepted for payment are expected to be paid for on December 20, 2005, assuming that the Expiration Date of the tender offer and consent solicitation is not extended or earlier terminated. The terms and conditions of the tender offer and consent solicitation, including those relating to the Company's obligation to accept Notes tendered and pay the aggregate Tender Offer Consideration, and, if applicable, Consent Payments, are set forth in the Offer to Purchase. J.P. Morgan Securities Inc. is the Dealer Manager for the tender offer and the Solicitation Agent for the consent solicitation and can be contacted at (212) 270-6496 (collect). MacKenzie Partners, Inc. is the Information Agent for the tender offer and consent solicitation and can be contacted at (212) 929-5500 (collect) or (800) 322-2885 (toll free). The Depositary for the tender offer and the consent solicitation is The Bank of New York and can be contacted at (212) 815-5098 (collect). This communication is for informational purposes only. It is not intended as an offer or solicitation for the purchase or sale of any financial instrument or as an official confirmation of any transaction. Any comments or statements made herein do not necessarily reflect those of J.P. Morgan Securities Inc., MacKenzie Partners, Inc. or The Bank of New York, or their respective subsidiaries and affiliates. About R.H. Donnelley R.H. Donnelley is a leading Yellow Pages publisher and local online search company. RHD publishes directories with total distribution of approximately 28 million serving approximately 260,000 local and national advertisers in 19 states. RHD publishes directories under the Sprint Yellow Pages(R) brand in 18 states with total distribution of approximately 18 million serving approximately 160,000 local and national advertisers, with major markets including Las Vegas, Nevada, and Orlando and Ft. Myers, Florida. In addition, RHD publishes directories under the SBC Yellow Pages brand in Illinois and Northwest Indiana with total distribution of approximately 10 million serving approximately 100,000 local and national advertisers. RHD also offers online city guides and search websites in its major Sprint Yellow Pages markets under the Best Red Yellow Pages(R) brand at www.bestredyp.com and in the Chicago area at www.chicagolandyp.com. For more information, please visit R.H. Donnelley at www.rhd.com. Safe Harbor Provision Certain statements contained in this press release regarding R.H. Donnelley's future operating results or performance or business plans or prospects and any other statements not constituting historical fact are "forward-looking statements" subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Where possible, the words "believe," "expect," "anticipate," "intend," "should," "will," "planned," "estimated," "potential," "goal," "outlook," and similar expressions, as they relate to R.H. Donnelley, have been used to identify such forward-looking statements. All forward-looking statements reflect only R.H. Donnelley's current beliefs and assumptions with respect to future business plans, prospects, decisions and results, and are based on information currently available to R.H. Donnelley. Accordingly, the statements are subject to significant risks, uncertainties and contingencies which could cause R.H. Donnelley's actual operating results, performance or business plans or prospects to differ materially from those expressed in, or implied by, these statements. Such risks, uncertainties and contingencies include, but are not limited to, statements about the benefits of the merger between R.H. Donnelley and Dex Media, including future financial and operating results, R.H. Donnelley's plans, objectives, expectations and intentions and other statements that are not historical facts. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (1) the ability to obtain governmental approvals of the merger on the proposed terms and schedule; (2) the failure of R.H. Donnelley and Dex Media stockholders to approve the merger; (3) the risk that the businesses will not be integrated successfully; (4) the risk that the expected strategic advantages and cost savings from the merger may not be fully realized or may take longer to realize than expected; (5) disruption from the merger making it more difficult to maintain relationships with customers, employees or suppliers; and (6) general economic conditions and consumer sentiment in our markets. Additional factors that could cause R.H. Donnelley's and Dex Media's results to differ materially from those described in the forward-looking statements are described in detail in the registration statement on Form S-4 that R.H. Donnelley filed with the Securities and Exchange Commission (the "SEC") (Registration No. 333-129539), which contains a preliminary joint proxy statement/prospectus relating to the proposed transaction, R.H. Donnelley's Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2004 in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations," Dex Media's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 in Item 1 "Business" and Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Standalone Company and elsewhere in Dex Media's Report," as well as R.H. Donnelley's and Dex Media's other periodic filings with the SEC that are available on the SEC's website at www.sec.gov. Additional Information and Where to Find It In connection with the proposed transaction, R.H. Donnelley has filed a registration statement on Form S-4 with the SEC (Registration No. 333-129539) containing a preliminary joint proxy statement/prospectus relating to the proposed transaction. Investors are urged to read the definitive joint proxy statement/prospectus regarding the proposed transaction when it becomes available because it will contain important information. Investors may obtain a free copy of the registration statement and the definitive joint proxy statement/prospectus (when available), as well as other filings containing information about R.H. Donnelley and Dex Media, without charge, on the SEC's website at www.sec.gov. Free copies of R.H. Donnelley's SEC filings are also available on R.H. Donnelley's website at www.rhd.com, or by request to Investor Relations, R.H. Donnelley Corporation, 1001 Winstead Drive, Cary, North Carolina 27513. Free copies of Dex Media's SEC filings are available on Dex Media's website at www.dexmedia.com, or by request to Investor Relations, Dex Media, Inc., 198 Inverness Drive West, Englewood, Colorado 80112. Information contained on R.H. Donnelley's website, Dex Media's website or the website of any other person is not incorporated by reference into this filing, and no information contained on those websites should be considered to be part of this joint press release. Participants in Solicitation R.H. Donnelley, Dex Media and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from R.H. Donnelley's or Dex Media's stockholders with respect to the proposed transaction. Information regarding R.H. Donnelley's directors and executive officers is available in its proxy statement filed with the SEC by R.H. Donnelley on March 21, 2005, and information regarding Dex Media's directors and executive officers is available in its proxy statement filed with the SEC by Dex Media on April 20, 2005. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is set forth in the registration statement on Form S-4 filed with the SEC in connection with the proposed transaction. CONTACT: R.H. Donnelley Inc. Investors: Jenny L. Apker, 800-497-6329 James M. Gruskin, 800-497-6329 or Media: Tyler D. Gronbach, 919-297-1541 -----END PRIVACY-ENHANCED MESSAGE-----