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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark one)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 001-07155
R.H. DONNELLEY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 13-2740040
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(State of Incorporation) (I.R.S. Employer Identification No.)
One Manhattanville Road, Purchase N.Y. 10577
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(Address of principal executive offices) (Zip Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Title of Class Shares Outstanding at May 1, 2001
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Common Stock, par value $1 per share 30,641,659
Commission file number 333-59287
R.H. DONNELLEY INC. *
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(Exact name of registrant as specified in its charter)
Delaware 36-2467635
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(State of Incorporation) (I.R.S. Employer Identification No.)
One Manhattanville Road, Purchase N.Y. 10577
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(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code (914) 933-6400
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* 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. As of May 1, 2001, 100 shares of R.H.
Donnelley Inc. common stock, no par value, were outstanding.
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R.H. DONNELLEY CORPORATION
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE
- ------------------------------- ----
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Operations for the three months ended March 31,
2001 and 2000................................................................... 3
Consolidated Balance Sheets at March 31, 2001 and December 31, 2000............. 4
Consolidated Statements of Cash Flows for the three months ended March 31,
2001 and 2000................................................................... 5
Notes to Consolidated Financial Statements...................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations.......................................................................... 11
Item 3. Quantitative and Qualitative Disclosure About Market Risk........................... 17
PART II. OTHER INFORMATION
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Item 1. Legal Proceedings................................................................... 18
Item 4. Submission of Matters to a Vote of Security Holders................................. 18
Item 6. Exhibits and Reports on Form 8-K.................................................... 18
SIGNATURES.................................................................................... 23
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R.H. DONNELLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
--------------------------
(amounts in thousands, except per share data) 2001 2000
- ---------------------------------------------------------------------------------------------
Gross revenue .............................................. $ 19,190 $ 45,296
Less: sales allowances ..................................... (351) (3,907)
--------- ---------
Net revenue ........................................... 18,839 41,389
Expenses
Operating expenses ...................................... 10,552 30,734
General and administrative expenses ..................... 4,148 8,088
Provision for doubtful accounts ......................... 617 649
Depreciation and amortization ........................... 2,885 4,524
--------- ---------
Total expenses ........................................ 18,202 43,995
Income from partnerships and related fees .................. 27,024 28,180
--------- ---------
Operating income ...................................... 27,661 25,574
Interest income ............................................ 1,276 136
Interest expense ........................................... (7,802) (9,350)
--------- ---------
Income before income taxes and extraordinary loss ..... 21,135 16,360
Provision for income taxes ................................. 7,926 6,675
--------- ---------
Income before extraordinary loss ...................... 13,209 9,685
Extraordinary loss (net of taxes of $208) .................. 348 --
--------- ---------
Net income ............................................ $ 12,861 $ 9,685
========= =========
Earnings per share before extraordinary loss
Basic ................................................. $ 0.43 $ 0.30
Diluted ............................................... $ 0.42 $ 0.29
Earnings per share after extraordinary loss
Basic ................................................. $ 0.42 $ 0.30
Diluted ............................................... $ 0.41 $ 0.29
Shares used in computing earnings per share
Basic ................................................. 30,874 32,618
Diluted ............................................... 31,741 33,097
The accompanying notes are an integral part of the consolidated financial
statements.
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R.H. DONNELLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
MARCH 31, December 31,
(amounts in thousands, except share and per share data) 2001 2000
- -----------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents ........................................ $ 19,918 $ 55,437
Accounts receivable .............................................. 33,157 37,646
Less: sales allowance and allowance for doubtful accounts ........ (6,379) (7,355)
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Net accounts receivable ..................................... 26,778 30,291
Other current assets ............................................. 4,426 4,821
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Total current assets ........................................ 51,122 90,549
Fixed assets and computer software, net .......................... 19,407 21,633
Partnership investments and related receivables .................. 201,874 213,834
Investment in ChinaBig.com Limited ............................... 13,432 13,432
Prepaid pension .................................................. 19,826 19,457
Other non-current assets ......................................... 6,458 6,379
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TOTAL ASSETS ................................................ $ 312,119 $ 365,284
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LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities ......................... $ 28,049 $ 36,148
Accrued interest payable ......................................... 7,190 6,490
Current portion of long-term debt ................................ -- 4,224
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Total current liabilities ................................... 35,239 46,862
Long-term debt ................................................... 301,750 347,526
Deferred income taxes ............................................ 60,549 60,913
Postretirement and postemployment benefits ....................... 9,959 8,598
Other liabilities ................................................ 12,734 9,895
Commitments and contingencies.....................................
SHAREHOLDERS' DEFICIT
Preferred stock, par value $1 per share, authorized -
10,000,000 shares, outstanding - none ......................... -- --
Common stock, par value $1 per share, authorized - 400,000,000
shares; issued - 51,621,894 shares for 2001 and 2000 .......... 51,622 51,622
Additional paid-in capital ....................................... 21,770 18,373
Unamortized restricted stock ..................................... (195) (232)
Equity options outstanding ....................................... 267 242
Retained deficit ................................................. (65,822) (78,685)
Accumulated other comprehensive loss ............................. (2,443) --
Treasury stock, at cost, 21,012,657 shares for 2001 and
20,682,293 shares for 2000 .................................... (113,311) (99,830)
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Total shareholders' deficit ................................. (108,112) (108,510)
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TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT ................. $ 312,119 $ 365,284
========== ==========
The accompanying notes are an integral part of the consolidated financial
statements.
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R.H. DONNELLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
------------------------
(amounts in thousands) 2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income ..................................................................... $ 12,861 $ 9,685
Reconciliation of net income to net cash provided by operating activities:
Extraordinary loss (net of taxes of $208) ................................. 348 --
Depreciation and amortization ............................................. 2,885 4,524
Other noncash charges ..................................................... 328 697
Provision for doubtful accounts ........................................... 617 649
Cash received in excess of income from partnerships ....................... 11,960 3,083
Decrease in accounts receivable ........................................... 2,896 9,464
(Increase) decrease in other assets ....................................... (873) 972
(Decrease) increase in accounts payable and accrued liabilities ........... (3,670) 4,845
Increase in other liabilities ............................................. 1,757 1,092
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Net cash provided by operating activities .......................... 29,109 35,011
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to fixed assets and computer software ................................ (1,034) (2,157)
Investment in ChinaBig.com Limited ............................................. (1,550) (1,000)
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Net cash used in investing activities .............................. (2,584) (3,157)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of debt .............................................................. (50,000) (1,500)
Purchase of treasury stock ..................................................... (13,349) (17,075)
Proceeds from employee stock option exercises .................................. 1,305 319
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Net cash used in financing activities .............................. (62,044) (18,256)
(Decrease) increase in cash and cash equivalents ............................... (35,519) 13,598
Cash and cash equivalents, beginning of year ................................... 55,437 2,390
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Cash and cash equivalents, end of period ....................................... $ 19,918 $ 15,988
======== ========
Supplemental cash flow information:
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Interest paid .................................................................. $ 6,190 $ 8,158
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Income taxes paid .............................................................. $ -- $ 1,449
======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
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R.H. DONNELLEY CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(amounts in thousands)
1. BACKGROUND AND BASIS OF PRESENTATION
Prior to July 1, 1998, R.H. Donnelley Corporation (the "Company") operated as
part of The Dun & Bradstreet Corporation (in the context of specifically
describing the Distribution, referred to as "Old D&B," otherwise "D&B"). The
Board of Directors of Old D&B approved a plan to separate into two publicly
traded companies - the Company and The New Dun & Bradstreet Corporation ("New
D&B"). The distribution ("Distribution") was the method by which Old D&B
distributed to its shareholders shares of New D&B common stock. On July 1, 1998,
as part of the Distribution, Old D&B distributed to its shareholders shares of
New D&B stock and Old D&B changed its name to R.H. Donnelley Corporation.
The interim financial statements have been prepared in accordance with the
instructions to Form 10-Q and should be read in conjunction with the financial
statements and related notes included in the Company's Form 10-K for the year
ended December 31, 2000. The results of interim periods are not necessarily
indicative of results for the full year or any subsequent period. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation of financial position, results of
operations and cash flows at the dates and for the periods presented have been
included. Certain 2000 amounts have been reclassified to conform to the 2001
presentation.
2. EARNINGS PER SHARE
The table below provides a reconciliation of basic weighted average shares
outstanding to diluted weighted average shares outstanding for each period
presented.
Three months ended
March 31,
-------------------
2001 2000
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Weighted average shares outstanding - basic ...... 30,874 32,618
Potentially dilutive shares ...................... 867 479
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Weighted average shares outstanding - diluted .... 31,741 33,097
====== ======
3. LONG-TERM DEBT
Long-term debt consisted of the following:
Mar. 31, Dec. 31,
2001 2000
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Senior Subordinated 9.125% Notes ... $ 150,000 $ 150,000
Senior Secured Term Facilities ..... 151,750 201,750
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Total ......................... 301,750 351,750
Less current portion ............... -- 4,224
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Net long-term debt ............ $ 301,750 $ 347,526
========= =========
During the quarter, the Company prepaid $50,000 of Senior Secured Term
Facilities. In connection with the prepayment, the Company recorded an after-tax
extraordinary loss of $348 relating to the write-off of related deferred
financing costs.
4. PARTNERSHIP INVESTMENTS
The Company has a 50/50 perpetual partnership ("DonTech") with an operating unit
of SBC Communications Inc. ("SBC"). DonTech acts as the exclusive sales agent
for yellow pages directories published in Illinois and northwest Indiana by
Ameritech Corporation ("Ameritech"), a wholly owned subsidiary of SBC. The
Company has a 50% interest in the profits of DonTech and also receives revenue
participation income from SBC, which is tied to advertising sales. The table
below shows the summarized combined financial information of DonTech. Revenue
participation income is not shown in the table.
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Three months ended
March 31,
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2001 2000
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Net revenue ............. $ 21,105 $ 19,905
Operating income ........ 3,562 4,217
Net income .............. 3,653 4,781
Total assets ............ 128,821 126,208
The Company recognized income and related fees ("partnership income") from
DonTech of $21,999 and $21,431 for the three months ended March 31, 2001 and
2000, respectively. These amounts included revenue participation income of
$20,173 and $19,041 for the three months ended March 31, 2001 and 2000,
respectively.
The Company also has a joint venture, CenDon LLC ("CenDon"), with Centel
Directory Company ("Centel"), a subsidiary of Sprint Corporation ("Sprint").
Partnership income from CenDon consists of a priority distribution on the
Company's membership interest in the LLC, which is tied to advertising sales.
During the period ended March 31, 2000, the Company had a 50/50 partnership with
Centel, the CenDon Partnership, formed to publish directories in Nevada,
Florida, Virginia and North Carolina. Partnership income during the first
quarter of 2000 consisted of the Company's share of the profits of the CenDon
Partnership. Effective for directories that published after June 30, 2000, the
Company and Centel entered into a series of agreements that effectively
restructured the CenDon Partnership as a limited liability company - CenDon LLC.
Under the new arrangement, Centel assumed responsibility for the printing and
delivery of directories and the Company continued to be the exclusive sales
agent in Nevada, Florida, Virginia and North Carolina and provide certain
pre-press publishing services. The CenDon sales agency agreement extends through
2010. Partnership income from CenDon for the quarter ended March 31, 2001 was
$5,025 and partnership income from the CenDon Partnership for the quarter ended
March 31, 2000 was $7,281.
5. COMPREHENSIVE INCOME
The provisions of FAS 133, "Accounting for Derivative Instruments and Hedging
Activities," ("FAS 133") became effective for the Company on January 1, 2001.
FAS 133 requires the Company to recognize the fair value of its derivative
instruments on the balance sheet. Subsequent changes in the fair value would be
recognized either in earnings or shareholders' deficit, depending on the purpose
of the derivative instrument.
At March 31, 2001, the fair value of the Company's interest rate swaps was a
loss of $2,443. The fair value of the interest rate swaps was recognized as
other liabilities on the balance sheet with a corresponding charge to
accumulated other comprehensive loss, a component of shareholders' deficit.
Comprehensive income for the quarters ended March 31, 2001 and 2000 was as
follows:
Three months ended
March 31,
--------------------------
2001 2000
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Net income ....................................... $ 12,861 $ 9,685
Change in fair value of interest rate swaps ...... (2,443) --
--------- ---------
Comprehensive income ............................. $ 10,418 $ 9,685
========= =========
6. LITIGATION
In 1999, Sandy Goldberg, Dellwood Publishing, Inc. and Rockland Yellow Pages
initiated a lawsuit against the Company and Bell Atlantic Corporation (now known
as Verizon Communications, "Bell Atlantic") in the United States District Court
of the Southern District of New York. The Rockland Yellow Pages is a proprietary
directory that competes against a Bell Atlantic directory in the same region,
for which the Company served as Bell Atlantic's sales agent through June 30,
2000. The complaint alleged that the defendants disseminated false information
concerning the Rockland Yellow Pages, which resulted in damages to the Rockland
Yellow Pages. The plaintiffs are seeking damages in excess of $30,000, which
amount plaintiffs are seeking to have trebled under the antitrust laws.
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In addition, the plaintiffs are also seeking punitive damages for an unspecified
amount. In February 2000, Yellow Book USA, Inc., acquired Dellwood Publishing,
Inc., but this matter was not part of the assets acquired by Yellow Book.
The defendants filed a motion to dismiss this complaint and in September 2000,
the Court dismissed the complaint in its entirety, but allowed the plaintiffs to
amend the complaint to replead any claims. In October 2000, the plaintiffs filed
an amended complaint alleging substantially the same facts, claims and damages
as set forth in the original complaint, and in November 2000, the defendants
again filed a motion to dismiss the amended complaint. Oral argument regarding
the motion to dismiss is scheduled for May 2001. While at this preliminary stage
in the proceedings management is unable to predict the outcome of this matter,
it presently believes that the resolution of the action will not have a material
adverse effect on the Company's financial position or results of operations.
In 1996, Information Resources, Inc. ("IRI") filed a complaint in the United
States District Court for the Southern District of New York, naming as
defendants the Company (as successor of Old D&B), ACNielsen Company and IMS
International Inc., each former subsidiaries of D&B ("IRI Action"). The
complaint alleges, among other things, various violations of the antitrust laws
and seeks damages in excess of $350,000, which IRI is seeking to have trebled
under the antitrust laws. IRI also seeks punitive damages of an unspecified
amount. Under the definitive agreement entered into in connection with the
Distribution (the "Distribution Agreement"), New D&B has assumed the defense and
will indemnify the Company against any payments to be made by the Company in
respect of the IRI Action, including any related legal fees and expenses. As
required by the Distribution Agreement, Moody's Corporation, which recently
separated from New D&B, is also jointly and severally liable with New D&B for
the indemnity obligation to the Company. Management presently believes that New
D&B and Moody's have sufficient financial resources and/or borrowing capacity to
satisfy all such liabilities and to reimburse the Company for all costs and
expenses incurred.
Certain tax planning strategies entered into by Old D&B are currently subject to
review by tax authorities. Pursuant to a series of agreements, IMS Health
Incorporated ("IMS") and Nielsen Media Research, Inc. ("NMR") (both of which are
former subsidiaries of D&B) are each jointly and severally liable to pay 50%,
and Old D&B is liable for the remaining 50% of any payments for taxes and
accrued interest arising from this matter and certain other potential tax
liabilities after Old D&B pays the first $137,000 of tax liability. As a result
of the form of the Distribution, the Company is the corporate successor of, and
the taxpayer referred to herein as, Old D&B. However, pursuant to the terms of
the Distribution Agreement and the Tax Allocation Agreement, New D&B assumed the
defense and agreed to indemnify the Company against any payments to be made by
the Company in respect of any tax liability that may be assessed and any related
costs and expenses. In May 2000, the Internal Revenue Service (the "IRS") issued
a summary report with respect to these tax-planning strategies. In connection
with the summary report, New D&B filed an amended tax return for 1989 and 1990,
which reflected $561,600 of tax and interest due and paid the IRS approximately
$349,300 of this amount and IMS paid approximately $212,300. The Company
understands that these payments were paid under dispute in order to stop
additional interest from accruing. As required by the Distribution Agreement,
Moody's Corporation is also jointly and severally liable with New D&B for the
indemnity obligation to the Company. Management presently believes that New D&B,
Moody's, IMS and NMR have sufficient financial resources and/or borrowing
capacity to satisfy all such liabilities and to reimburse the Company for all
related costs and expenses.
Other than the matters described above, the Company is involved in legal
proceedings, claims and litigation arising in the ordinary conduct of its
business. Although there can be no assurances, management presently believes
that the outcome of such legal proceedings will not have a material adverse
affect on the Company's financial position, results of operations or cash flows.
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7. BUSINESS SEGMENTS
As a result of strategic actions implemented during the second quarter of 2000,
the Company restructured its reportable operating segments to better reflect the
way management views its businesses. Accordingly, segment information for the
quarter ended March 31, 2000 has been restated in accordance with the new
reporting structure.
The Company's reportable operating segments are DonTech and Directory
Advertising Services ("DAS"). The Company evaluates the performance of its
operating segments and allocates resources to them primarily based on operating
income contribution. Interest expense, interest income, income tax expense and
non-operating income and expenses are not allocated to the operating segments.
The DonTech segment includes the Company's 50% interest in the profits of
DonTech and revenue participation income, but does not include an allocation of
certain operating and general and administrative expenses incurred to support
this business. Although DonTech provides advertising sales of yellow pages and
other directory products similar to DAS, the partnership is considered a
separate operating segment since, among other things, the employees of DonTech,
including officers and managers, are not employees of the Company.
Within the DAS segment, the Company provides advertising sales and marketing
services for yellow pages and other directory products for affiliated entities
of Sprint and performs pre-press publishing services for yellow pages
directories. The Company's pre-press publishing operations were formerly
reported separately as Directory Publishing Services. DAS also includes all
information technology costs, a portion of which were previously allocated to
and included in General & Corporate. Operating income for DAS includes revenue
and direct expenses incurred by each DAS business unit plus an allocation of
certain shared operating and general and administrative expenses based on
estimated business usage.
General & Corporate (previously referred to as Other) represents expenses and
assets not allocated to the operating segments.
Get Digital Smart ("GDS") included the results of the Company's Internet
business. The Company ceased operations of this business in December 2000 and
accordingly, GDS will not be reported as an operating segment in 2001.
Selected financial results for the three-month periods ended March 31, 2001 and
2000 are as follows:
Directory Get
DonTech Advertising Digital General & Consolidated
2001 Partnership Services Smart Corporate Totals
- ----------------------------------------------------------------------------------------------------------------
Advertising sales (1)
Calendar cycle ................... $ 83,398 $ 44,936 -- -- $128,334
Publication cycle ................ 133,624 51,597 -- -- 185,221
Net revenue ........................ -- 18,839 -- -- 18,839
Operating income (loss) ............ 21,999 9,465 -- $ (3,803) 27,661
Depreciation and amortization ...... -- 2,655 -- 230 2,885
EBITDA (3) ......................... 21,999 12,120 -- (3,573) 30,546
Total assets ....................... 188,529 39,927 -- 83,663 312,119
Directory Get
DonTech Advertising Digital General & Consolidated
2000 Partnership Services (2) Smart Corporate Totals
- ------------------------------------------------------------------------------------------------------------
Advertising sales (1)
Calendar cycle................... $ 78,687 $ 138,804 -- -- $ 217,491
Publication cycle ............... 131,594 96,317 -- -- 227,911
Net revenue........................ -- 41,389 -- -- 41,389
Operating income (loss)............ 21,431 11,325 $ (2,141) $ (5,041) 25,574
Depreciation and amortization...... -- 4,104 -- 420 4,524
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EBITDA (3)......................... 21,431 15,429 (2,141) (4,621) 30,098
Total assets....................... 186,871 143,794 113 60,638 391,416
(1) Advertising sales represent the billing value of advertisements sold for an
annual directory by the Company and DonTech. Calendar cycle advertising
sales represent the billing value of advertisements sold for an annual
directory stated on the same basis as revenue is recognized (that is, when
a sales contract is signed where the Company acts as a sales agent and when
a directory was published where the Company acted as the publisher).
Publication cycle sales represent sales for directories that published in
the current period regardless of when the advertising for that directory
was sold. These sales are compared against sales for the same directories
published in the prior year period. If events occur during the current year
that effect the comparability of publication sales to the prior year, such
as changes in directory publication dates or other contractual changes,
then prior year publication sales are adjusted to conform to the current
year presentation and maintain comparability. Accordingly, prior year DAS
publication sales have been increased by $1,671.
(2) The DAS segment information for the quarter ended March 31, 2000 includes
the following data relating to the results of the Bell Atlantic and
Cincinnati businesses, which were disposed of in 2000. Accordingly, no
financial results for these businesses are included for the period ended
March 31, 2001.
Advertising sales (1)
Calendar cycle................... $ 88,537
Publication cycle................ 47,808
Net revenue........................ 22,015
Operating income................... 3,490
Depreciation and amortization...... 1,400
EBITDA (3)......................... 4,890
Total assets....................... 73,315
(3) EBITDA represents earnings before interest, taxes and depreciation and
amortization. EBITDA is not a measurement of operating performance computed
in accordance with generally accepted accounting principles and should not
be considered as a substitute for operating income or net income prepared
in conformity with generally accepted accounting principles. In addition,
EBITDA may not be comparable to similarly titled measures of other
companies.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Certain statements contained in this Form 10-Q 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," "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. Regardless of any identifying
phrases, these statements and all other forward-looking statements reflect only
management's current beliefs and specific 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 from those expressed in, or implied by, these statements. Such risks,
uncertainties and contingencies include, without limitation, the following: (1)
loss of market share through competition; (2) uncertainties caused by the
consolidation of the telecommunications industry; (3) introduction of competing
products or technologies by other companies; (4) complexity and uncertainty
regarding the development and/or deployment of new high technology products, and
uncertainty regarding the acceptance rate of such products; (5) pricing
pressures from competitors and/or customers; (6) changes in the yellow pages
industries and markets; (7) a sustained economic downturn in the United States;
and (8) the fact that the repurchase of the Company's common stock is subject to
market conditions and compliance with legal restrictions and the Company's debt
covenants. Readers are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligation to update any forward-looking statements.
THE COMPANY
R.H. Donnelley Corporation is a leading marketer of yellow pages and other
marketing and advertising services tailored for small and medium-sized
businesses. Unless otherwise indicated, the terms "Company," "we," "us" and
"our" refer to R.H. Donnelley Corporation and its direct and indirect wholly
owned subsidiaries. Unless otherwise specified, all tabular amounts are
presented in millions of dollars.
The Company is organized into two reportable operating segments as of January 1,
2001 - the DonTech Partnership ("DonTech") and Directory Advertising Services
("DAS"). During the second quarter of 2000, we implemented a series of strategic
initiatives that included the termination of our sales agency agreement with
Bell Atlantic Corporation ("Bell Atlantic"), the sale of our Cincinnati
proprietary operations and the restructuring and extension of our CenDon
relationship. Additionally, due to a restructuring of ChinaBig.com Limited
("ChinaBig"), the accounting for our investment in ChinaBig changed from equity
method accounting to cost method accounting. Also, in December 2000, we ceased
operations of our Get Digital Smart ("GDS") business. As a result of these
strategic transactions, our reportable operating segments were restructured to
better reflect the Company's operations and the way we view our businesses.
Accordingly, segment information for the quarter ended March 31, 2000 has been
restated in accordance with the new reporting structure.
DonTech is a 50/50 perpetual partnership with an operating unit of SBC
Communications Inc. ("SBC"), which acts as the exclusive sales agent for yellow
pages directories published by Ameritech Corporation ("Ameritech"), a wholly
owned subsidiary of SBC, in Illinois and northwest Indiana. In addition to our
50% interest in the profits of DonTech, we receive revenue participation income
from our partner, which is tied to advertising sales. Although DonTech provides
advertising sales of yellow pages and other directory products similar to DAS,
the partnership is considered a separate operating segment since, among other
things, the employees of DonTech, including its officers and managers, are not
our employees.
Within our DAS segment, we provide advertising sales and marketing services for
yellow pages and other directory products for affiliated entities of Sprint
Corporation ("Sprint") and perform pre-press publishing services for yellow
pages directories. We are the exclusive sales agent in Central Florida for an
operating unit of Sprint and the
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exclusive sales agent in Nevada, Florida, Virginia and North Carolina for CenDon
LLC ("CenDon"), a joint venture with Centel Directory Company ("Centel"), a
subsidiary of Sprint. We receive sales commissions on all advertising sold and
receive a priority distribution on our membership interest in the LLC, which is
tied to advertising sales. We also provide pre-press publishing services for
yellow pages directories to publishers for whom we serve as sales agent as well
as for an otherwise unaffiliated independent yellow pages publisher under
separately negotiated contracts. Our pre-press publishing operations were
previously reported as Directory Publishing Services, a separate operating
segment. DAS also includes all information technology costs, a portion of which
were previously allocated to and included in General & Corporate (previously
referred to as Other). The results for DAS for the period ended March 31, 2000
also include the operating results of the disposed Bell Atlantic and Cincinnati
businesses, and our share of the losses in ChinaBig.
During the period ended March 31, 2000, we served as the exclusive sales agent
and publisher for the CenDon Partnership, which was a 50/50 partnership between
the Company and Centel. Effective for directories that published after June 30,
2000, the Company and Centel entered into a series of agreements that
effectively restructured the CenDon Partnership as a limited liability company -
CenDon LLC. Under the new agreement, our commission revenue and related costs
are recognized at the time of sale, rather than at the time of directory
publication as had historically been the case for the CenDon Partnership and our
sales agency business. Accordingly, the recognition of revenue and expenses for
the CenDon operations during the period ended March 31, 2001 has been accounted
for differently than during the period ended March 31, 2000.
The period ended March 31, 2000 also includes the operating results of GDS, the
Company's Internet business, which was reported as a separate operating segment
during 2000. GDS ceased operations in December 2000 and, accordingly, there were
no financial results for the first quarter 2001 and GDS will not be reported as
an operating segment in 2001.
As a sales agent, we recognize revenue from sales commissions at the time an
advertising contract is executed with a customer. This includes sales commission
revenue realized from Sprint, including CenDon (for directories that published
after June 30, 2000), and Bell Atlantic (through June 30, 2000). Where we were
the publisher, we recognized revenue when a directory was published. This
included revenue realized from publication of directories by CenDon before June
30, 2000. There were no advertising sales or revenue recognized in 2000 from our
Cincinnati proprietary operation as the business was sold prior to the scheduled
directory publication date. We recognize revenue from our pre-press publishing
services on a straight-line basis throughout the year as the services are
performed.
Partnership income and related fees includes our share of the results of
DonTech, revenue participation income, priority distribution income (for the
quarter ended March 31, 2001) and our share of the results of the CenDon
Partnership (for the quarter ended March 31, 2000).
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2001 COMPARED WITH THREE MONTHS ENDED MARCH 31,
2000.
The three-month period ended March 31, 2000 includes the results of our Bell
Atlantic, Cincinnati and Get Digital Smart businesses, which were disposed of
subsequent to March 31, 2000. Therefore, due to the inclusion of these
businesses in the results for the period ended March 31, 2000, we do not believe
that a comparison of 2001 results to 2000 reported results would be meaningful.
Accordingly, the information below for the period ended March 31, 2000 is
presented on both a reported basis and an as adjusted basis. Therefore, this
"Results of Operations" discussion ignores as no longer relevant or material
changes between the 2001 and 2000 periods in the disposed operations. The as
adjusted amounts assume these operations were disposed as of January 1, 2000 and
are derived by excluding the amounts for the Bell Atlantic, Cincinnati and GDS
operations from the reported 2000 amounts. The as adjusted amounts are presented
for comparison purposes only and do not purport to represent what our actual
results would have been for the period ended March 31, 2000 had the businesses
been disposed as of January 1, 2000, nor do they project the financial condition
or results of operations for any future period. For a discussion of the results
of the disposed businesses during the period ended March 31, 2000, see
Management's Discussion and Analysis of Financial Condition and Results of
Operations in our Quarterly Report on Form 10-Q for our first quarter of 2000.
For a discussion on these dispositions, see Management's Discussion and Analysis
of Financial Condition and Results of Operations in our Form 10-K for the year
ended December 31, 2000.
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ADVERTISING SALES
Calendar Cycle Basis
Calendar cycle advertising sales represent the billing value of advertisements
sold for an annual directory stated on the same basis as revenue is recognized
(that is, when a sales contract is signed where the Company acts as a sales
agent or when a directory was published where the Company acted as the
publisher). The selling of advertising for a specific directory is managed as a
sales campaign. The typical sales campaign begins approximately six to eight
months prior to the scheduled publication date. As a result, the amount of
calendar sales can fluctuate from the prior year due to various factors,
including changes in the actual commencement date of the sales campaign and the
timing of sales during the sales campaign.
Reported and as adjusted calendar cycle advertising sales by segment are
presented below:
2001 Reported vs.
Reported 2000 As adjusted
------------------- As adjusted ----------------------
2001 2000 2000 $ Change % Change
------ ------ ------------ ----------------------
DonTech $ 83.4 $ 78.7 $ 78.7 $ 4.7 6.0%
DAS 44.9 138.8 50.3 (a) (5.4) (10.7)
------ ------ ------ ------
Total $128.3 $217.5 $129.0 $ (0.7) (0.5)%
====== ====== ====== ======
(a) Excludes Bell Atlantic calendar sales of $88.5 million for the quarter.
Calendar cycle sales were $128.3 million for the period ended March 31, 2001
compared to as adjusted calendar cycle sales of $129.0 million for the period
ended March 31, 2000. DonTech sales were higher than the prior year primarily
due to growth in directory sales and improvements in the billing and collection
processes implemented by SBC. DAS sales were lower than the prior year primarily
due to the restructuring of the CenDon relationship and the corresponding change
in revenue recognition.
Publication Cycle Basis
We believe that an additional useful measure of sales performance is publication
cycle sales. Publication cycle sales represent sales for directories that
published in the current period regardless of when the advertising for that
directory was sold. These sales are compared against sales for the same
directories published in the prior year period. If events occur during the
current year that effect the comparability of publication sales to the prior
year, such as changes in directory publication dates or other contractual
changes, then prior year publication sales are adjusted to conform to the
current year presentation and maintain comparability. As such, prior year DAS
publication sales have been increased by $1.7 million.
Reported and as adjusted publication cycle advertising sales by segment are
presented below:
2001 Reported vs.
Reported 2000 As adjusted
---------------------- As adjusted -----------------------
2001 2000 2000 $ Change % Change
------- ------- ----------- -----------------------
DonTech $ 133.6 $ 131.6 $ 131.6 $ 2.0 1.5%
DAS 51.6 96.3 48.5 (a) 3.1 6.4
------- ------- ------- -------
Total $ 185.2 $ 227.9 $ 180.1 $ 5.1 2.8%
======= ======= ======= =======
(a) Excludes Bell Atlantic publication sales of $47.8 million for the quarter.
Publication cycle sales for the first quarter 2001 were $185.2 million compared
to as adjusted publication sales of $180.1 million for the period ended March
31, 2000. Publication sales at DonTech increased 1.5% over the prior year
primarily due to growth in the Chicago 2001 directory. DAS sales for the first
quarter of 2001 increased 6.4% over the prior year as adjusted sales primarily
due to growth in the January Las Vegas directory.
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NET REVENUE
Net revenue consists principally of sales commissions earned on the value of
advertising sold, less an estimate for potential claims and allowances, and fees
for pre-press publishing services.
2001 Reported vs.
Reported 2000 As adjusted
--------------------- As adjusted -----------------------
2001 2000 2000 $ Change % Change
------ ------ ------------- -----------------------
DAS $ 18.8 $ 41.4 $ 19.4 (a) $ (0.6) (3.1)%
====== ====== ====== ======
(a) Excludes Bell Atlantic revenue of $22.0 million in the first quarter of
2000.
Net revenue was $18.8 million for the period ended March 31, 2001 compared to as
adjusted net revenue of $19.4 million for the period ended March 31, 2000. Net
revenue decreased in the quarter primarily due to the change in revenue
recognition associated with the restructuring of the CenDon relationship. This
decrease was partially offset by higher pre-press publishing revenue due to
timing. In addition, we provided services to Yellow Book for the Cincinnati One
Book directory in 2001 that were not provided in the first quarter of 2000 since
we did not sell our Cincinnati directory operation to Yellow Book until April
2000.
EXPENSES
Reported and as adjusted expenses were as follows:
2001 Reported vs.
Reported As 2000 As adjusted
-------------------- Adjusted -----------------------
2001 2000 2000 $ Change % Change
------ ------ ------------- -----------------------
Operating expenses $ 10.6 $ 30.7 $ 12.8 (a) $ (2.2) (17.2)%
G&A expenses 4.1 8.1 6.7 (b) (2.6) (38.8)
Provision for bad debts 0.6 0.7 0.7 (c) (0.1) (14.3)
D&A expense 2.9 4.5 3.1 (d) (0.2) (6.5)
------ ------ ------ ------
Total $ 18.2 $ 44.0 $ 23.3 $ (5.1) (21.9)%
====== ====== ====== ======
(a) Excludes operating expenses for Bell Atlantic of $15.1 million, Cincinnati
expenses of $0.7 million and GDS expenses of $2.1 million for the first
quarter of 2000.
(b) Excludes general and administrative expenses for Bell Atlantic of $1.2
million and Cincinnati expenses of $0.2 million for the first quarter of
2000.
(c) The provision for Bell Atlantic and Cincinnati for the first quarter of
2000 was minimal.
(d) Excludes depreciation and amortization expense for Bell Atlantic of $1.3
million and Cincinnati expense of $0.1 million for the first quarter of
2000.
Operating expenses were $10.6 million for the period ended March 31, 2001
compared to as adjusted operating expenses of $12.8 million for the period ended
March 31, 2000. The decrease of $2.2 million, or 17.2% was due to reduced costs
in our pre-press publishing operations and information technology function due
to improvements in operational efficiency and headcount reductions. Also
contributing to the period-over-period decrease was the change in expense
recognition associated with the restructuring of the CenDon relationship, and
operating expenses of $0.4 million incurred during the first quarter of 2000
relating to our ChinaBig investment.
General and administrative expenses were $4.1 million for the first quarter 2001
compared to as adjusted general and administrative expenses of $6.7 million for
the first quarter 2000. The decrease of $2.6 million, or 38.8% was due to cost
cutting actions and headcount reductions.
Provision for bad debts and depreciation and amortization expense for the
quarter ended March 31, 2001 of $0.6 million and $2.9 million, respectively,
were consistent with the first quarter of 2000 as adjusted amounts of $0.7
million and $3.1 million, respectively.
PARTNERSHIP INCOME
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15
Partnership income by relationship was as follows:
Reported 2001 vs. 2000
-------------------- ---------------------
2001 2000 $ Change % Change
------ ------ ---------------------
DonTech $ 22.0 $ 21.4 $ 0.6 2.8%
CenDon 5.0 7.3 (2.3) (31.5)
ChinaBig -- (0.5) 0.5 n/m
------ ------ ------
Total $ 27.0 $ 28.2 $ (1.2) (4.3)%
====== ====== ======
Partnership income for the first quarter of 2001 was $27.0 million compared to
$28.2 million for the first quarter of 2000. The increase in partnership income
from DonTech of $0.6 million was due to higher revenue participation income from
the increase in sales slightly offset by lower equity income. Net income of the
DonTech Partnership decreased $1.2 million ($0.6 million representing the
Company's share) as the partnership incurred certain one-time expenses of $0.8
million in the first quarter of 2001 and a one-time benefit of $0.4 million in
the first quarter of 2000. CenDon partnership income decreased $2.3 million
primarily due to the change in revenue and expense recognition associated with
the restructuring of the CenDon relationship. We did not recognize any losses
from ChinaBig in the first quarter of 2001 due to the restructuring of this
entity in 2000 and corresponding change in the accounting for this investment
from equity method accounting to cost method accounting.
OPERATING INCOME
Operating income for DonTech includes our 50% interest in the profits of DonTech
and revenue participation income, but does not include an allocation of certain
operating and general and administrative expenses incurred to support this
business. Operating income for DAS includes revenue and direct expenses incurred
by each DAS business unit plus an allocation of certain shared operating and
general and administrative expenses based on estimated business usage. General &
Corporate represents overhead costs that are not allocated to the business
segments.
Reported and as adjusted operating income by segment was as follows:
2001 Reported vs.
Reported As 2000 As adjusted
---------------------- Adjusted ---------------------
2001 2000 2000 $ Change % Change
------ ------ --------- ---------------------
DonTech $ 22.0 $ 21.4 $ 21.4 $ 0.6 2.8%
DAS 9.5 11.3 7.8 (a) 1.7 21.8
GDS -- (2.1) -- (b) -- --
General & Corporate (3.8) (5.0) (5.0) 1.2 24.0
------ ------ ------ -----
Total $ 27.7 $ 25.6 $ 24.2 $ 3.5 14.5%
====== ====== ====== =====
(a) Excludes operating income from Bell Atlantic of $4.3 million and operating
loss for Cincinnati of $0.8 million for the first quarter of 2000.
(b) Excludes the operating loss for GDS for the first quarter of 2000.
Reported operating income for the period ended March 31, 2001 was $27.7 million
compared to as adjusted operating income of $24.2 million for the period ended
March 31, 2000. See "- Partnership Income" above for an explanation of the
increase in DonTech operating income. DAS operating income for the quarter ended
March 31, 2001 increased $1.7 million to $9.5 million over as adjusted operating
income for the first quarter of 2000 of $7.8 million. This increase was due to
lower information technology and pre-press publishing costs due to cost cutting
initiatives and higher pre-press publishing revenue due to timing and additional
services provided to Yellow Book in 2001 for the Cincinnati One Book directory
that were not provided in the first quarter of 2000. Also contributing to the
period-over-period increase was $0.9 million of costs and equity losses
associated with the ChinaBig investment in the first quarter of 2000. The
decrease in General & Corporate is due to cost cutting initiatives and headcount
reductions.
INTEREST AND TAXES
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Net interest expense for the first quarter 2001 was $6.5 million compared to
$9.2 million in the first quarter 2000. The decrease is primarily due to the
prepayment of $50 million of bank debt in the third quarter of 2000 and higher
interest income from the proceeds of the sale of the Bell Atlantic and
Cincinnati businesses.
The effective tax rate for the first three months of 2001 decreased to 37.5%
compared to 40.8% in the first three months of 2000. The decrease in the
effective rate is due to various previously described actions taken during the
latter part of 2000.
EXTRAORDINARY LOSS
In connection with the prepayment of debt in the first quarter of 2001, we
recognized an extraordinary after-tax loss of $0.3 million from the write-off of
related deferred financing costs. The extraordinary loss had the effect of
reducing diluted earnings per share by $0.01 in the period ended March 31, 2001.
NET INCOME AND EARNINGS PER SHARE
Due to the factors mentioned above, net income and earnings per share for the
first quarter 2001 increased to $12.9 million and $0.41 per diluted share (after
extraordinary loss) compared to $9.7 million and $0.29 per diluted share for the
first quarter 2000.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2001, we had cash on hand of $19.9 million and borrowing capacity
of $100 million under our $100 million Senior Revolving Credit Facility (the
"Revolver").
During the quarter, we generated $29.1 million of cash flow from operations
compared to $35.0 million in the first quarter 2000. Contributing to the $5.9
million decrease was lower collections of accounts receivable due to the timing
of commission payments as a result of the restructuring of the CenDon
relationship. Under the new relationship, commissions are received in the month
of directory publication whereas, under the prior arrangement, commissions were
received in the month following directory publication. Therefore, commissions
for directories that published in December 2000 were received in December 2000
whereas commissions for the comparable December 1999 publications were received
during the first quarter of 2000. Also contributing to the decrease were
payments during the first quarter 2001 for severance and other items relating to
the sale of the Bell Atlantic, Cincinnati and GDS businesses, as well as higher
bonus payments made in 2001 versus 2000 due to financial incentives resulting
from the full-year 2000 performance. Partially offsetting these decreases was
higher cash received from CenDon due to timing as a result of the restructuring
of the CenDon relationship. We believe that cash from operations and available
debt capacity under the Revolver will be sufficient to fund our operations and
meet our anticipated investment, capital expenditures and debt service
requirements for the foreseeable future.
Net cash used in investing activities during the first quarter 2001 was $2.6
million compared to $3.2 million in the first quarter 2000. Cash used in
investing activities during these periods consisted of purchases of fixed assets
and computer software and investments in ChinaBig. Expenditures for fixed assets
and computer software during the quarter of $1.0 million was $1.1 million lower
than the previous year quarter due to the strategic actions taken in 2000 and
reduction in headcount. We made additional investments in ChinaBig of $1.6
million and $1.0 million during the first quarter 2001 and 2000, respectively.
The $1.6 million investment made during the first quarter of 2001 represented
our final required payment for our investment. We currently have no material
commitments for investment spending or capital expenditures.
Net cash used in financing activities was $62.0 million in the first quarter
2001 and $18.3 million in the first quarter of 2000. Cash used in financing
activities consisted of the payment of debt, the repurchase of our common stock
and proceeds from employee stock option exercises. The increase over the prior
year quarter is primarily due to the prepayment of $50 million of debt in the
quarter. During the quarter, we also spent $13.3 million to repurchase shares of
our common stock under both our systematic share repurchase plan and our open
market share repurchase plan. At March 31, 2001, we had available authorization
to repurchase $62.4 million of common stock under our $100 million open market
share repurchase plan through April 2002, and to repurchase 2.3 million shares
under the systematic share repurchase plan to offset the dilutive impact on
earnings of the exercise of employee stock options.
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MARKET RISK SENSITIVE INSTRUMENTS
We are exposed to interest rate risk on our variable rate debt. In order to
manage our exposure to fluctuations in interest rates, we have entered into
interest rate swap agreements which allow us to raise funds at floating rates
and effectively swap them into fixed rates that are lower than those available
if fixed rate borrowings were made directly. These derivative financial
instruments are viewed as risk management tools and are entered into for hedging
purposes only. We do not use derivative financial instruments for trading or
speculative purposes. There has been no change in the $175 million outstanding
notional amount of interest rate swaps since December 31, 2000. In June 2001, an
interest rate swap agreement with a notional value of $50 million will expire.
Due to the reduced level of indebtedness, management currently does not intend
to replace the expiring interest rate swap agreement.
The unrealized fair value of the swaps was a loss of $2.4 million at March 31,
2001. In accordance with FAS 133, "Accounting for Derivative Instruments and
Hedging Activities," which became effective for the Company on January 1, 2001,
this fair value loss was recognized on the balance sheet in other liabilities
with a corresponding charge to accumulated other comprehensive loss, a component
of shareholders' deficit.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
The requirements of this Item are discussed in Item 2 - Management's Discussion
and Analysis of Financial Condition and Results of Operations "- Market Risk
Sensitive Instruments."
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to the discussion of legal proceedings under Item 3 of Part I
in the Company's Annual Report on Form 10-K for the year ended December 31, 2000
("10-K"). As of March 31, 2001, there has been no material change in the
information with respect to legal proceedings from that set forth in the 10-K.
See also Note 6 of the Notes to the Consolidated Financial Statements in Item 1
of Part 1 of this Quarterly Report on Form 10-Q.
The Company is also involved in certain legal proceedings incidental to the
normal conduct of its business. Although there can be no assurances, management
believes that the outcome of such legal proceedings will not have a material
adverse effect on the Company's financial position, results of operations or
cash flows.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders ("Meeting") in White Plains,
N.Y. on May 1, 2001. At the Meeting, the Company's stockholders elected the
three Class II Directors nominated for election by the Board of Directors to
serve three-year terms as follows:
Votes
Name Votes For Withheld
- ---- --------- --------
Kenneth G. Campbell 27,405,852 708,311
Carol J. Parry 27,063,255 1,050,908
Barry Lawson Williams 27,404,828 709,335
The other members of the Company's Board of Directors, Diane P. Baker, Darius W.
Gaskins, Jr., William G. Jacobi, Robert Kamerschen and Frank R. Noonan, were not
subject to re-election by stockholders this year and continue in office.
At the Meeting, the Company's stockholders also approved the 2001 Stock Award
and Incentive Plan and ratified the appointment of PricewaterhouseCoopers LLP
("PwC") as the Company's independent accountants for 2001 as follows:
Votes For Votes Against Abstentions
--------- ------------- -----------
Approval of 2001 Stock Award and Incentive Plan 16,867,827 6,294,400 107,426
Ratification of the appointment of PwC 27,828,491 255,377 30,295
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
EXHIBIT NO. DOCUMENT
3.1 Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q
for the three months ended March 31, 1999, Commission File No.
001-07155)
3.2 By-laws of the Company (incorporated by reference to Exhibit 3.2
to the Quarterly Report on 3.2 Form 10-Q for the three months
ended March 31, 1999, Commission File No. 001-07155)
3.3 Certificate of Incorporation of R.H. Donnelley Inc.
(incorporated by reference to Exhibit 3.3 to Amendment No. 1 to
the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission on August 7, 1998,
Registration No. 333-59287)
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19
3.4 By-laws of R.H. Donnelley Inc. (incorporated by reference to
Exhibit 3.4 to the Registration Statement on Form S-4, filed
with the Securities and Exchange Commission on July 17, 1998,
Registration No. 333-59287)
4.1 Indenture dated as of June 5, 1998 between R.H. Donnelley Inc.,
as Issuer, the Company, as Guarantor, and the Bank of New York,
as Trustee, with respect to the 91/8% Senior Subordinated Notes
due 2008 (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission on July 17, 1998, Registration No.
333-59287)
4.2 Form of the 91/8% Senior Subordinated Notes due 2008 (included
in Exhibit 4.1)
4.3 Company Guarantee (included in Exhibit 4.1)
4.4 Rights Agreement, dated as of October 27, 1998 between R.H.
Donnelley Corporation and First Chicago Trust Company
(incorporated by reference to Exhibit 4 to the Registration
Statement on Form 8-A, filed with the Securities and Exchange
Commission on November 5, 1998, Registration No. 001-07155)
4.5 Amendment No. 1 to Rights Agreement dated as of February 26,
2001 by and among R.H. Donnelley Corporation, First Chicago
Trust Company of New York (as initial Rights Agent) and The Bank
of New York (as successor Rights Agent) (incorporated by
reference to Exhibit 4.5 to the Annual Report on Form 10-K for
the year ended December 31, 2000, Commission File No. 001-07155)
10.1 Form of Distribution Agreement between the Company (f/k/a The
Dun & Bradstreet Corporation) and The New Dun & Bradstreet
Corporation (incorporated by reference to Exhibit 99.2 to the
Form 8-K of the Company (f/k/a The Dun & Bradstreet
Corporation), filed on June 30, 1998, Commission File No.
001-07155)
10.2 Form of Tax Allocation Agreement between the Company (f/k/a The
Dun & Bradstreet Corporation) and The New Dun & Bradstreet
Corporation (incorporated by reference to Exhibit 99.3 to the
Form 8-K of the Company (f/k/a The Dun & Bradstreet
Corporation), filed on June 30, 1998, Commission File No.
001-07155)
10.3 Form of Employee Benefits Agreement between the Company (f/k/a
The Dun & Bradstreet Corporation) and The New Dun & Bradstreet
Corporation (incorporated by reference to Exhibit 99.4 to the
Form 8-K of the Company (f/k/a The Dun & Bradstreet
Corporation), filed on June 30, 1998, Commission File No.
001-07155)
10.4 Form of Intellectual Property Agreement between the Company
(f/k/a The Dun & Bradstreet Corporation) and The New Dun &
Bradstreet Corporation (incorporated by reference to Exhibit
99.5 to the Form 8-K of the Company (f/k/a The Dun & Bradstreet
Corporation), filed on June 30, 1998, Commission File No.
001-07155)
10.5 Form of Amended and Restated Transition Services Agreement
between the Company (f/k/a The Dun & Bradstreet Corporation),
The New Dun & Bradstreet Corporation, Cognizant Corporation, IMS
Health Incorporated, ACNielsen Corporation and Gartner Group,
Inc. (incorporated by reference to Exhibit 99.9 to the Form 8-K
of the Company (f/k/a The Dun & Bradstreet Corporation), filed
on June 30, 1998, Commission File No. 001-07155)
10.6 Credit Agreement among the Company, R.H. Donnelley Inc., The
Chase Manhattan Bank, as Administrative Agent and the Lenders
party thereto (incorporated by reference to Exhibit 10.9 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission on July 17, 1998, Registration No.
333-59287)
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10.7 First Amendment to Credit Agreement, dated as of March 4, 1999,
among the Company, R.H. Donnelley Inc., The Chase Manhattan
Bank, as Administrative Agent, and the Lenders party thereto
(incorporated by reference to Exhibit 10.1 to the Quarterly
Report on Form 10-Q for the three months ended March 31, 1999,
Commission File No. 001-07155)
10.8 DonTech II Partnership Agreement, effective August 19, 1997, by
and between R.H. Donnelley Inc. (f/k/a The Reuben H. Donnelley
Corporation) and Ameritech Publishing of Illinois, Inc.
(incorporated by reference to Exhibit 10.10 to Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission on August 7, 1998,
Registration No. 333-59287)
10.9 Revenue Participation Agreement, dated as of August 19, 1997, by
and between APIL Partners Partnership and R.H. Donnelley Inc.
(f/k/a The Reuben H. Donnelley Corporation) (incorporated by
reference to Exhibit 10.11 to Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission on August 7, 1998, Registration No.
333-59287)
10.10 Master Agreement, executed August 19, 1997, by and among R.H.
Donnelley Inc. (f/k/a The Reuben H. Donnelley Corporation), the
Company (f/k/a The Dun & Bradstreet Corporation), The Am-Don
Partnership a/k/a DonTech, DonTech II, Ameritech Publishing,
Inc., Ameritech Publishing of Illinois, Inc., Ameritech
Corporation, DonTech I Publishing Company LLC and the APIL
Partners Partnership (incorporated by reference to Exhibit 10.12
to Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission on August 7,
1998, Registration No. 333-59287)
10.11 Exclusive Sales Agency Agreement, effective August 19, 1997,
between APIL Partners Partnership and DonTech II (incorporated
by reference to Exhibit 10.13 to Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission on August 7, 1998, Registration No.
333-59287)
10.12 Second Amended and Restated Partnership Agreement, effective as
of August 19, 1997, by and between R.H. Donnelley Inc. (f/k/a
The Reuben H. Donnelley Corporation) and Ameritech Publishing of
Illinois (incorporated by reference to Exhibit 10.14 to
Amendment No. 1 to the Registration Statement on Form S-4, filed
with the Securities and Exchange Commission on August 7, 1998,
Registration No. 333-59287)
10.13/\ Key Employees' Performance Unit Plan, as amended and restated
(incorporated by reference to Exhibit 10.15 to Amendment No. 3
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission on September 28, 1998,
Registration No. 333-59287)
10.14/\ 1991 Key Employees' Stock Option Plan, as amended and restated
through April 25, 2000 (incorporated by reference to Exhibit
10.17 to the Company's Quarterly Report on Form 10-Q for the
three months ended September 30, 2000, Commission File No.
001-07155)
10.15/\ Amended and Restated 1998 Directors' Stock Plan (incorporated by
reference to Exhibit 10.18 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1999, Commission File
No. 001-07155)
10.16/\ Annual Incentive Plan, as amended and restated (incorporated by
reference to Exhibit 10.18 to Amendment No. 3 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission on September 28, 1998, Registration No.
333-59287)
10.17/\ Supplemental Executive Benefit Plan (incorporated by reference
to Exhibit 10.19 to Amendment No. 3 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission on September 28, 1998, Registration No. 333-59287)
10.18/\ Deferred Compensation Plan (incorporated by reference to Exhibit
4.01 to the Company's
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Registration Statement on Form S-8, filed with the Securities
and Exchange Commission on November 24, 1999, Registration No.
333-91613)
10.19/\ Employment Agreement dated as of September 28, 1998 between the
Company and Frank R. Noonan (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1998, Commission File No.
001-07155)
10.20/\ Employment Agreement dated as of September 28, 1998 between the
Company and Philip C. Danford (incorporated by reference to
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1998, Commission File No.
001-07155)
10.21/\ Amendment No. 1 to Employment Agreement dated as of July 27,
2000 between the Company and Phillip C. Danford (incorporated by
reference to Exhibit 10.21 to the Annual Report on Form 10-K for
the year ended December 31, 2000, Commission File No. 001-07155)
10.22/\ Amendment No. 2 to Employment Agreement dated as of February 27,
2001 between the Company and Phillip C. Danford (incorporated by
reference to Exhibit 10.22 to the Annual Report on Form 10-K for
the year ended December 31, 2000, Commission File No. 001-07155)
10.23/\ Employment Agreement dated as of September 28, 1998 between the
Company and David C. Swanson (incorporated by reference to
Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1998, Commission File No.
001-07155)
10.24/\ Amendment No. 1 to Employment Agreement dated as of July 27,
2000 between the Company and David C. Swanson (incorporated by
reference to Exhibit 10.24 to the Annual Report on Form 10-K for
the year ended December 31, 2000, Commission File No. 001-07155)
10.25/\ Amendment No. 2 to Employment Agreement dated as of February 27,
2001 between the Company and David C. Swanson (incorporated by
reference to Exhibit 10.25 to the Annual Report on Form 10-K for
the year ended December 31, 2000, Commission File No. 001-07155)
10.26/\ Employment Agreement dated as of September 28, 1998 between the
Company and Judith A. Norton (incorporated by reference to
Exhibit 10.25 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1999, Commission File No. 001-07155)
10.27/\ Amendment No. 1 to Employment Agreement dated as of July 27,
2000 between the Company and Judith A. Norton (incorporated by
reference to Exhibit 10.27 to the Annual Report on Form 10-K for
the year ended December 31, 2000, Commission File No. 001-07155)
10.28/\ Amendment No. 2 to the Employment Agreement dated as of February
27, 2001 between the Company and Judith A. Norton (incorporated
by reference to Exhibit 10.28 to the Annual Report on Form 10-K
for the year ended December 31, 2000, Commission File No.
001-07155)
10.29/\ Separation Agreement and Release dated as of March 15, 2001
between the Company and Judith A. Norton (incorporated by
reference to Exhibit 10.29 to the Annual Report on Form 10-K for
the year ended December 31, 2000, Commission File No. 001-07155)
10.30/\ Employment Agreement dated as of March 23, 2000 between Get
Digital Smart.com, Inc. and Thomas A. Daniel (incorporated by
reference to Exhibit 10.30 to the Annual Report on Form 10-K for
the year ended December 31, 2000, Commission File No. 001-07155)
10.31/\ Separation Agreement and Release dated as of February 28, 2001
between Get Digital Smart.com and Thomas A. Daniel (incorporated
by reference to Exhibit 10.31 to the Annual Report on From 10-K
for the year ended December 31, 2000, Commission File No.
001-07155)
10.32/\ Employment Agreement dated as of September 28, 1998 between the
Company and Frank M. Colarusso (incorporated by reference to
Exhibit 10.32 to the Annual Report on Form 10-K for the year
ended December 31, 2000, Commission File No. 001-07155)
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10.33/\ Amendment No. 1 to Employment Agreement dated as of July 27,
2000 between the Company and Frank M. Colarusso (incorporated by
reference to Exhibit 10.33 to the Annual Report on Form 10-K for
the year ended December 31, 2000, Commission File No. 001-07155)
10.34/\ Amendment No. 2 to Employment Agreement dated as of February 27,
2001 between the Company and Frank M. Colarusso (incorporated by
reference to Exhibit 10.34 to the Annual Report on Form 10-K for
the year ended December 31, 2000, Commission File No. 001-07155)
10.35/\ Employment Agreement dated as of September 26, 2000 between the
Company and William C. Drexler (incorporated by reference to
Exhibit 10.35 to the Annual Report on Form 10-K for the year
ended December 31, 2000, Commission File No. 001-07155)
10.36/\ Amendment No. 1 to Employment Agreement dated as of February 27,
2001 between the Company and William C. Drexler (incorporated by
reference to Exhibit 10.36 to the Annual Report on Form 10-K for
the year ended December 31, 2000, Commission File No. 001-07155)
10.37/\ Employment Agreement dated as of January 1, 2001 between the
Company and Robert J. Bush (incorporated by reference to Exhibit
10.37 to the Annual Report on Form 10-K for the year ended
December 31, 2000, Commission File No. 001-07155)
10.38/\ Amendment No. 1 to Employment Agreement dated as of February 27,
2001 between the Company and Robert J. Bush (incorporated by
reference to Exhibit 10.38 to the Annual Report on Form 10-K for
the year ended December 31, 2000, Commission File No. 001-07155)
10.39/\ 2001 Partner Share Plan (incorporated by reference to Exhibit
99.1 to Registration Statement on Form S-8, filed with the
Securities and Exchange Commission on April 30, 2001,
Registration No. 333-59790)
10.40/\* 2001 Stock Award and Incentive Plan
- --------------------------
*Filed herewith
/\ Management contract or compensatory plan
(b) Reports on Form 8-K:
Current Report on Form 8-K, dated January 11, 2001, disclosing under Item 9
that certain members of senior management of the Company were scheduled
later that day to present at an investor conference and, among other
things, intended to reiterate previous public disclosure of the Company's
full year 2000 and 2001 projected earnings per share.
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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 thereunto duly authorized.
R.H. DONNELLEY CORPORATION
Date: May 11, 2001 By: /s/ Philip C. Danford
--------------------------------------------------
Philip C. Danford
Senior Vice President and Chief Financial Officer
Date: May 11, 2001 By: /s/ William C. Drexler
--------------------------------------------------
William C. Drexler
Vice President and Controller
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 INC.
Date: May 11, 2001 By: /s/ Philip C. Danford
--------------------------------------------------
Philip C. Danford
Senior Vice President and Chief Financial Officer
Date: May 11, 2001 By: /s/ William C. Drexler
--------------------------------------------------
William C. Drexler
Vice President and Controller
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