8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 10, 2005

R.H. Donnelley Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	1-07155	13-2740040
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1001 Winstead Drive, Cary, North Carolina		27513
(Address of Principal Executive Offices)		(Zip Code)

R.H. Donnelley Inc.*

(Exact Name of Registrant as Specified in Charter)

Delaware	333-59287	36-2467635
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1001 Winstead Drive, Cary, North Carolina		27513
(Address of Principal Executive Offices)		(Zip Code)

Registrants’ telephone number, including area code: (919) 297-1600

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

     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 (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 January 10, 2005, 100 shares of R.H. Donnelley Inc. common stock, no par value, were outstanding.

TABLE OF CONTENTS

	Item 7.01. Regulation FD Disclosure.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EX-99.1 PRESS RELEASE DATED 1-10-05

Item 7.01. Regulation FD Disclosure.

     On January 10, 2005, the R.H. Donnelley Corporation (the “Company”) issued a press release announcing that it had entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with certain investment partnerships affiliated with The Goldman Sachs Group, Inc. to repurchase approximately 50% of our outstanding Preferred Stock from such investment partnerships.

     In the same press release, we provided updated guidance for certain projected financial results for fiscal 2005 from the projected financial results previously provided in our Form 8-K furnished to the Securities and Exchange Commission on December 7, 2004. This updated guidance includes forward-looking statements and assumptions, some of which are subject to numerous uncertainties and are difficult to predict, and should not be relied upon as being necessarily indicative of future results.

     The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The press release should be read together with the information contained in the reports that the Company files with the Securities and Exchange Commission, including the financial statements and related notes contained in those reports.

     The press release contains the non-GAAP financial measures of adjusted EBITDA outlook, adjusted operating income, free cash flow outlook, adjusted expected diluted shares outstanding and adjusted diluted earnings per share outlook. Pursuant to the requirements of Regulation G, the Company has provided a reconciliation within the press release of these measures to the most directly comparable GAAP financial measure. As described in the Company’s Current Report on Form 8-K furnished to the Securities and Exchange Commission on October 28, 2004, the Company believes these non-GAAP financial measures more accurately reflect the underlying results of operations and thus present more useful profitability, cash generation and debt service capacity information for the Company’s investors.

     In addition, the Company will record a reduction from earnings available to common stockholders of approximately $137 million to reflect the estimated loss on the repurchase of the Preferred Stock in the first quarter of 2005.

     This information is being furnished under Items 7.01 and 9.01 and 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.

     (c)     Exhibits.

Exhibit Number	Description
99.1	Press release dated January 10, 2005

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 hereunto duly authorized.

R.H. Donnelley Corporation
By:	/s/ Robert J. Bush
	Name:	Robert J. Bush
	Title:	Vice President and General Counsel

	R.H. Donnelley Inc.
	By:	/s/ Robert J. Bush
		Name:	Robert J. Bush
Date: January 11, 2005		Title:	Vice President and General Counsel

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated January 10, 2005

EX-99.1

Exhibit 99.1

newsrelease

Contact:	Contact:
Jenny L. Apker	James M. Gruskin
800/497-6329	800/497-6329

R.H. DONNELLEY CORPORATION TO REDEEM APPROXIMATELY 50
PERCENT OF ITS OUTSTANDING CONVERTIBLE PREFERRED STOCK FOR
APPROXIMATELY $277 MILLION

CARY, N.C., January 10, 2005 — R.H. Donnelley Corporation (NYSE: RHD), a leading yellow pages publisher and directional media company, today announced that it plans to redeem approximately 50 percent of its outstanding convertible preferred stock for approximately $277.2 million. The convertible preferred stock, issued upon completion of the Sprint Publishing and Advertising acquisition in January 2003, is held by investment partnerships affiliated with The Goldman Sachs Group, Inc. Following the repurchase, as provided by the terms of the preferred stock, the two directors elected by Goldman will continue to serve on R.H. Donnelley's Board.

As a result of the convertible preferred stock redemption, the company is updating guidance for 2005 where noted on the attached schedule. Additional guidance for 2005 was filed with the SEC on Form 8-K on December 7, 2004.

Investor Conference Call

R.H. Donnelley will hold a conference call on January 11, 2005 at 10:00 a.m. EST to discuss the updated guidance for 2005 and the anticipated impact of the transaction. The call can be accessed by dialing 1-888-387-9606 (domestic) or 1-484-630-7198 (international). The passcode for the call is “RHD”. Please dial in to the call by 9:50 a.m. EST. The call will also be available through a Webcast, which can be accessed by visiting our Web site at www.rhd.com, clicking on “Investor Information” and following the instructions provided. Those unable to participate at the scheduled time may access a recording by dialing 1-800-283-9732 (domestic) or 1-402-998-1159 (international). The recording will be available through January 25, 2005. There is no passcode for the replay.

About R.H. Donnelley

RHD publishes 389 directories, with total distribution of approximately 28 million serving approximately 260,000 local and national advertisers in 19 states. RHD publishes 260 directories under the Sprint Yellow Pages® 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 129 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 markets under the Best Red Yellow Pages® brand at www.bestredyp.com and in the Chicago area at www.chicagolandyp.com. RHD also sells local advertising in Illinois and Northwest Indiana onto SBC’s www.SMARTpages.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,” “should,” “will,” “planned,” “estimated,” “potential,” “goal,” “outlook,” and similar expressions, as they relate to R.H. Donnelley or its management, have been used to identify such forward-looking statements. Without limiting the generality of the foregoing, the statements under the caption “Outlook” are forward-looking statements. Regardless of any identifying phrases, these statements and all other 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 are described in detail in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, as well as the Company’s other periodic filings with the Securities and Exchange Commission, and in summary and without limitation include the following: (1) our ability to meet our substantial debt service obligations; (2) restrictive covenants under the terms our debt and convertible preferred stock agreements; (3) usage of print yellow pages directories and changes in technology; (4) competition in the yellow pages industry and other competitive media; (5) our ability to successfully integrate the business recently acquired from SBC; (6) reliance on and extension of credit to small- and medium-sized businesses; (7) dependence on third party providers of printing, distribution and delivery services and the sale of advertising to national accounts; (8) general economic conditions and consumer sentiment in our markets; and (9) fluctuations in the price and availability of paper.

(See attached table)

R.H. DONNELLEY

2005 GUIDANCE

$ IN MILLIONS
	AS PROVIDED			REVISED
	ON 12/7/04			AS OF 1/10/05 (3)			DIFFERENCE
Adjusted EBITDA	$	575		$	575		$	0
Depreciation and Amortization	$	90		$	90		$	0
Adjusted Operating Income	$	485		$	485		$	0
Interest Expense	$	215		$	237		$	22
Income Tax Expense	$	107		$	98			($9	)
Adjusted Net Income(1)	$	163		$	150			($13	)
Adjusted Wtd. Avg. Diluted Shares(2)		43.5			38.7			(4.8	)
Adjusted EPS	$	3.75		$	3.88		$	0.13
Cash Flow from Operations	$	380		$	370			($10	)
Less: Capital Expenditures		($35	)		($35	)	$	0
Free Cash Flow	$	345		$	335			($10	)

NOTES:

(1) Before preferred dividend.

(2) Assumes conversion of preferred at beginning of period.

(3) Pro forma for convertible preferred stock redemption and related financing as if transaction occurred on 1/1/05.

R.H. DONNELLEY CORPORATION
RECONCILIATION OF NON-GAAP MEASURES
(unaudited)

Amounts in millions
	Original						Revised
	Full Year 2005						Full Year 2005
	Outlook			Adjustments			Outlook
Reconciliation of adjusted EBITDA outlook to adjusted net income outlook and net income outlook
Adjusted EBITDA outlook	$	575					$	575
Less expected tax provision		(107	)		9			(98	)
Less expected interest expense, net		(215	)		(22	)		(237	)
Less expected depreciation and amortization		(90	)					(90	)
Adjusted net income outlook	$	163		$	(13	)	$	150
Less revenue from SBC-branded directories that published prior to the acquisition plus all September 2004 SBC-branded directories that would have been recognized during the period absent purchase accounting adjustments required under GAAP		(86	)					(86	)
Plus expenses from SBC-branded directories would have been recognized during the period absent purchase accounting adjustments		43						43
Net income outlook — GAAP	$	120		$	(13	)	$	107

R.H. DONNELLEY CORPORATION
RECONCILIATION OF NON-GAAP MEASURES (cont.)
(unaudited)

Amounts in millions
	Original					Revised
	Full Year 2005					Full Year 2005
	Outlook			Adjustments		Outlook
Reconciliation of adjusted operating income to operating income
Adjusted Operating Income	$	485				$	485
Less revenue from SBC-branded directories that published prior to the acquisition plus all September 2004 SBC-branded directories that would have been recognized during the period absent purchase accounting adjustments required under GAAP		(86	)				(86	)
Plus expenses from SBC-branded directories would have been recognized during the period absent purchase accounting adjustments		43					43
Operating income–GAAP	$	442		$	—	$	442

R.H. DONNELLEY CORPORATION
RECONCILIATION TO NON-GAAP MEASURES (con’t)
(unaudited)

Amounts in millions, except per share amounts	Original						Revised
	Full Year 2005						Full Year 2005
	Outlook			Adjustments			Outlook
Reconciliation of cash flow from operations outlook — GAAP to free cash flow outlook
Cash flow from operations outlook — GAAP	$	380		$	(10	)	$	370
Less capital expenditures		(35	)					(35	)
Free cash flow outlook	$	345		$	(10	)	$	335

R.H. DONNELLEY CORPORATION
RECONCILIATION TO NON-GAAP MEASURES (con’t)
(unaudited)

Amounts in millions, except per share amounts
	Original					Revised
	Full Year 2005					Full Year 2005
	Guidance		Adjustments			Guidance
Reconciliation of expected diluted shares outstanding — GAAP to expected diluted shares outstanding — as adjusted
Diluted shares outstanding — GAAP		33.3		0.4			33.7
Additional diluted shares outstanding assuming the preferred stock is converted to common stock at the beginning of the period		10.2		(5.2	)		5.0
Diluted shares outstanding — as adjusted		43.5		(4.8	)		38.7

R.H. DONNELLEY CORPORATION
RECONCILIATION TO NON-GAAP MEASURES (con’t)
(unaudited)

Amounts in millions, except per share amounts
	Original					Revised
	Full Year 2005					Full Year 2005
	Guidance		Adjustments			Guidance
Reconciliation of diluted earnings per share — GAAP outlook to diluted earnings per share — adjusted outlook
Diluted earnings per share — GAAP outlook	$	2.33	$	(3.66	)	$	(1.33	)
Effect of converting preferred stock to common stock at the beginning of the period		0.39		0.09			0.48
Elimination of reduction to earnings available to common stockholders resulting from convertible preferred stock redemption				3.62			3.62
Impact of SBC transaction, including adjustments to eliminate purchase accounting		1.03		0.08			1.11
Diluted earnings per share — outlook adjusted	$	3.75	$	0.13		$	3.88