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): February 26, 2004
R.H. DONNELLEY CORPORATION
(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.*
(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
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
*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 91/8%
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 February
25, 2004, 100 shares of R.H. Donnelley Inc. common stock, no par value, were
outstanding.
Item 12. Results of Operations and Financial Condition
On February 26, 2004, R.H. Donnelley Corporation (the "Company") issued a press
release containing certain financial results of the Company for the three and
twelve months ended December 31, 2003. Pursuant to SEC Release No. 33-8216, this
release is being furnished, not filed, under Item 12, "Results of Operations,"
to this Current Report on Form 8-K. Therefore, none of the contents of this Form
8-K are incorporated by reference into any registration statement or report of
the Company. A copy of this press release has been filed as Exhibit 99.1 to this
Form 8-K.
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
Date: February 26, 2004
R.H. DONNELLEY INC.
By: /s/ ROBERT J. BUSH
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Name: Robert J. Bush
Title: Vice President and General Counsel
Date: February 26, 2004
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release issued February 26, 2004