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
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| Date of report (Date of earliest event reported): | | March 30, 2005 |
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| R.H. Donnelley Corporation |
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| (Exact Name of Registrant as Specified in Charter) |
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| Delaware | | 1-07155 | | 13-2740040 |
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(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
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| 1001 Winstead Drive, Cary, North Carolina | | 27513 |
| | | |
| (Address of Principal Executive Offices) | | (Zip Code) |
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| R.H. Donnelley Inc.* |
| |
| (Exact Name of Registrant as Specified in Charter) |
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| 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 |
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| | | |
| Not Applicable |
| |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 FR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 40.14a-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 March 29, 2005, 100 shares of R.H. Donnelley Inc. common stock, no par value, were outstanding.
Item 8.01. Other Events.
R.H. Donnelley Corporation (the “Company”) is filing this Current Report on Form 8-K because the number of unexercisable SARs and the related value of the unexercisable SARs was misstated in prior disclosure. The revised disclosure is set forth below in the revised “Aggregated Option Exercises in Last Year and Year End Option/SAR values” table.
Aggregated Option Exercises in Last Year and Year End Option/SAR Values
The following table provides information concerning the number and value of (i) option exercises during 2004 and (ii) unexercised stock options and SARs held at December 31, 2004 by the Named Executive Officers.
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| | | | | | | | | | | Number of Securities | | | Value of Unexercised | |
| | | | | | | | | | | Underlying Unexercised Options/ | | | In-the-Money Options/ | |
| | | Shares | | | | | | | SARs at Year-End | | | SARs at Year-End(1) | |
| | | Acquired on | | | | | | | | | | | | | | | | |
| Name | | Exercise | | | Value Realized | | | Exercisable | | | Unexercisable(2) | | | Exercisable | | | Unexercisable(2) | |
| David C. Swanson | | | 40,000 | | | $ | 1,686,400 | | | | 444,958 | | | | 719,618 | | | $ | 16,223,333 | | | $ | 14,577,839 | |
| Peter J. McDonald | | | 0 | | | | 0 | | | | 130,500 | | | | 334,350 | | | $ | 4,371,265 | | | $ | 6,746,129 | |
| Steven M. Blondy | | | 0 | | | | 0 | | | | 117,500 | | | | 246,300 | | | $ | 3,817,238 | | | $ | 5,323,092 | |
| George F. Bednarz | | | 17,084 | | | | 648,300 | | | | 138,817 | | | | 123,296 | | | $ | 5,610,784 | | | $ | 2,524,120 | |
| Robert J. Bush | | | 12,000 | | | | 356,400 | | | | 46,521 | | | | 115,437 | | | $ | 1,556,475 | | | $ | 2,335,740 | |
| (1) | | The values shown equal the difference between the exercise price of the unexercised in-the-money options and the closing market price of the Company’s common stock on December 31, 2004 ($59.05). Options are “in-the-money” if the fair market value of the Company’s common stock covered by such option exceeds the exercise price of the option. The closing stock price of the Company’s common stock on March 4, 2005 was $61.45. |
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| (2) | | The number of unexercisable options/SARs shown included shares underlying a SARs grant on July 28, 2004. This SARs grant is subject to a price appreciation cap of 100% of the grant price. This price appreciation cap makes the effective number of shares underlying and exercisable with respect to this SARs grant equal to one-half the number of securities underlying the grant. The Value of Unexercisable Options/SARs at year-end has been computed accordingly. |
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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.
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| | | R.H. Donnelley Corporation
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| | By: | | /s/ Robert J. Bush |
| | | | |
| | | | Name: Robert J. Bush
Title: Vice President and General Counsel
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| | | R.H. Donnelley Inc.
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| | By: | | /s/ Robert J. Bush |
| | | | |
| | | | Name: Robert J. Bush
Title: Vice President and General Counsel
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| Date: March 30, 2005 | | | | |
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