UNITED STATES
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): December 6, 2004
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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.)
1001 WINSTEAD DRIVE, CARY, NORTH CAROLINA 27513
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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.)
1001 WINSTEAD DRIVE, CARY, NORTH CAROLINA 27513
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(Address of Principal Executive Offices) (Zip Code)
Registrants' telephone number, including area code: (919) 297-1600
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 December
6, 2004, 100 shares of R.H. Donnelley Inc. common stock, no par value, were
outstanding.
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT. R.H.
Donnelley Corporation (the "Company") and R.H. Donnelley Inc., as the borrower,
entered into the First Amendment, dated as of December 6, 2004, (the "First
Amendment"), to the Amended and Restated Credit Agreement, dated as of September
1, 2004, (the "Credit Agreement") with the lenders from time to time parties
thereto, Deutsche Bank Trust Company Americas, as administrative agent and J.P.
Morgan Securities Inc. as sole bookrunner and sole lead arranger and the other
agents party thereto. Among other things, the First Amendment (i) provides for
the refinancing of the Tranche B-2 Term Loans through the issuance of
$200,000,000 of Tranche A-3 Term Loans and $1,444,586,306.02 of Tranche D Term
Loans, (ii) reduces the pricing of certain of the loans by up to 50 basis
points, and (iii) amends the restricted payments negative covenant to, among
other things, provide additional flexibility to make certain restricted payments
using a portion of excess cash flow. The aggregate size of the credit facility
provided by the Credit Agreement remains unchanged by the First Amendment. In
addition, in connection with the First Amendment, the Company and its
subsidiaries reaffirmed pursuant to the Reaffirmation, dated as of December 6,
2004, (the "Reaffirmation") that the obligations under the Credit Agreement, as
amended by the First Amendment, continue to be secured by the assets of and
guaranteed by the Company and its subsidiaries pursuant to the Amended and
Restated Guarantee and Collateral Agreement, dated as of September 1, 2004.
The First Amendment and the Reaffirmation are filed herewith as
Exhibits 10.1 and 10.2, respectively. The foregoing descriptions of the First
Amendment and the Reaffirmation are qualified in their entirety by reference to
the full text of such documents, which are incorporated by reference herein.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description
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10.1 First Amendment, dated as of December 6, 2004, to the
Amended and Restated Credit Agreement, dated as of
September 1, 2004, by and among R.H. Donnelley
Corporation, R.H. Donnelley Inc., the lenders from time to
time parties thereto, Deutsche Bank Trust Company
Americas, as administrative agent and J.P. Morgan
Securities Inc. as sole bookrunner and sole lead arranger
and the other agents party thereto.
10.2 Reaffirmation, dated as of December 6, 2004, by R.H.
Donnelley Corporation, R.H. Donnelley Inc. and its
subsidiaries in favor of Deutsche Bank Trust Company
Americas, as administrative agent.
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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: December 8, 2004
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EXHIBIT INDEX
Exhibit
Number Description
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10.1 First Amendment, dated as of December 6, 2004, to the
Amended and Restated Credit Agreement, dated as of
September 1, 2004, by and among R.H. Donnelley
Corporation, R.H. Donnelley Inc., the lenders from time to
time parties thereto, Deutsche Bank Trust Company
Americas, as administrative agent and J.P. Morgan
Securities Inc. as sole bookrunner and sole lead arranger
and the other agents party thereto.
10.2 Reaffirmation, dated as of December 6, 2004, by R.H.
Donnelley Corporation, R.H. Donnelley Inc. and its
subsidiaries in favor of Deutsche Bank Trust Company
Americas, as administrative agent.
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