-----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, PD0Oi4xPjAwDwDz55XCwcqXEx8Y+r7iDM/hks6QJvZBr7NaEyJTrb75al3HWo6vE cdgj3sHktCpldevqLpmlEQ== 0001209191-06-009369.txt : 20060210 0001209191-06-009369.hdr.sgml : 20060210 20060210154853 ACCESSION NUMBER: 0001209191-06-009369 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060131 FILED AS OF DATE: 20060210 DATE AS OF CHANGE: 20060210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCG HOLDINGS LLC CENTRAL INDEX KEY: 0001022596 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 06598442 BUSINESS ADDRESS: STREET 1: C/O CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVE., NW, STE. 220 S CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 2023472626 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 bny17293_tcgh.xml MAIN DOCUMENT DESCRIPTION X0202 3 2006-01-31 0 0000030419 R H DONNELLEY CORP RHD 0001022596 TCG HOLDINGS LLC C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220 S WASHINGTON DC 20004 0 0 1 0 Common Stock, $1.00 par value per share 9424360 I See Footnotes. Pursuant to the merger agreement between R.H. Donnelley Corporation ("RHD") and Dex Media, Inc., TCG Holdings LLC received 9,424,360 shares of RHD common stock, $1.00 par value per share ("Common Stock") having a market value of $64.01 per share on the effective date of the merger and $479,919,048 in cash in exhange for 39,017,809 shares of Dex Media common stock. In the merger agreement, 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 RHD Common Stock and $12.30 in cash. On February 3, 2006, these shares of RHD Common Stock were originally reported on Form 4 as an acquisition as a result of the merger between RHD and Dex Media. The Reporting Person is now reporting these shares of Common Stock as an initial holding on this Form 3. The total amount of Common Stock beneficially owned by the Reporting Person as of the filing date is 9,424,360 shares. These shares of RHD Common Stock are beneficially owned by TCG Holdings, LLC, a Delaware limited liability company ("TCG"). Carlyle Partners III, LP, CP III Coinvestment, LP, Carlyle-Dex Partners LP, Carlyle-Dex Partners II LP (together, the "Carlyle Funds") and Carlyle High Yield Partners, LP collectively directly hold 9,424,360 shares of Common Stock. Carlyle Partners III, LP directly holds 5,922,560 shares, CP III Coinvestment, LP directly holds 208,227 shares, Carlyle-Dex Partners LP directly holds 1,270,302 shares, and Carlyle-Dex Partners II LP directly holds 1,731,856 shares. TC Group, LLC exercises investment discretion and control over the shares directly held by each of the Carlyle Funds through its indirect subsidiary TC Group III, LP, which is the sole general partner of each of the Carlyle Funds. TC Group, LLC is the sole managing member of the TC Group III, LLC, which is the sole general partner of TC Group III, LP. Carlyle High Yield Partners, LP directly holds 291,415 shares of Common Stock. TC Group, LLC exercises investment discretion and control over the shares directly held by Carlyle High Yield Partners, LP through its indirect subsidiary TCG High Yield, LLC, which is the sole general partner of Carlyle High Yield Partners, LP. TC Group, LLC is the sole managing member of TCG High Yield Holdings, LLC. TCG High Yield Holdings, LLC is the managing member of TCG High Yield, LLC. TCG is the sole managing member of TC Group, LLC, and, in such capacity, exercises investment discretion and control of the shares beneficially owned by TC Group, LLC TCG is managed by a three-person board, and all board action relating to the voting or disposition of these shares requires approval of a majority of the board. William E. Conway, Jr., Daniel A. D'Aniello and David M. Rubenstein, as the managing members of TCG, may be deemed to share beneficial ownership of the shares shown as beneficially owned by TCG. Such persons disclaim such beneficial ownership. /s/ John Harris, Attorney in Fact for Reporting Person 2006-02-10 -----END PRIVACY-ENHANCED MESSAGE-----