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 25, 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 22, 2002, 100 shares of R.H. Donnelley Inc. common stock,
no par value, were outstanding.
ITEM 5. OTHER EVENTS.
On November 25, 2002, R.H. Donnelley Inc. (the "Company") announced
that it intends to offer, through one of its subsidiaries, $325 million of
senior notes and $600 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 25, 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 25, 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 25, 2002
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EXHIBIT INDEX
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Exhibit
Number Description
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99.1 Press Release, dated November 25, 2002
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