SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): NOVEMBER 6, 2002
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R.H. DONNELLEY CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-07155 13-2740040
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
ONE MANHATTANVILLE ROAD, PURCHASE, NEW YORK 10577
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(Address of Principal Executive Offices) (Zip Code)
R.H. DONNELLEY INC.*
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 333-59287 36-2467635
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
ONE MANHATTANVILLE ROAD, PURCHASE, NEW YORK 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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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
*R.H. Donnelley Inc. is a wholly owned subsidiary of R.H. Donnelley Corporation,
which became subject to the filing requirements of Section 15(d) on October 1,
1998. As of November 6, 2002, 100 shares of R.H. Donnelley Inc. common stock,
no par value, were outstanding.
ITEM 5. OTHER EVENTS.
On November 6, 2002, R.H. Donnelley Inc. (the "Company") announced that
it intends to offer, through one of its subsidiaries, $300 million of senior
notes and $450 million of senior subordinated notes to certain institutional
investors in an offering exempt from the registration requirements of the
Securities Act of 1933. Pursuant to Rule 135c of the Securities Act, the Company
is filing herewith the press release issued November 6, 2002 as Exhibit 99.1
hereto.
The senior notes and the senior subordinated notes to be offered have
not been registered under the Securities Act of 1933 and may not be offered or
sold in the United States absent registration or an applicable exemption from
registration requirements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description
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99.1 Press Release, dated November 6, 2002
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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.
R.H. DONNELLEY CORPORATION
By: /s/ Robert J. Bush
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Name: Robert J. Bush
Title: Vice President and General Counsel
R.H. DONNELLEY INC.
By: /s/ Robert J. Bush
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Name: Robert J. Bush
Title: Vice President and General Counsel
Date: November 6, 2002
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EXHIBIT INDEX
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Exhibit
Number Description
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99.1 Press Release, dated November 6, 2002
4