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 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 February
25, 2004, 100 shares of R.H. Donnelley Inc. common stock, no par value, were
outstanding.
Item 9. Regulation FD Disclosure
On December 5, 2003, R.H. Donnelley Corporation and R.H. Donnelley Inc.
entered into a First Amendment ("First Amendment") to its Credit Agreement,
dated as of December 6, 2002 (the "Credit Agreement"), with the financial
institutions parties thereto, Deutsche Bank Securities Inc., Citigroup Global
Markets Inc. and Bear, Stearns & Co. Inc., as joint lead arrangers and joint
bookrunners, Bear Stearns Corporate Lending Inc. and Citicorp North America,
Inc., as joint syndication agents, BNP Paribas and Fleet National Bank, as
documentation agents, and Deutsche Bank Trust Company Americas, as
administrative agent. The Company intends to discuss certain aspects of the
First Amendment during its earnings conference call scheduled for 10 a.m. EST on
February 27, 2004. A copy of the First Amendment 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 First Amendment, dated as of December 5, 2003, among R.H. Donnelley
Corporation, R.H. Donnelley Inc., the financial institutions parties
thereto, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.
and Bear, Stearns & Co. Inc., as joint lead arrangers and joint
bookrunners, Bear Stearns Corporate Lending Inc. and Citicorp North
America, Inc., as joint syndication agents, BNP Paribas and Fleet
National Bank, as documentation agents, and Deutsche Bank Trust
Company Americas, as administrative agent, to the Credit Agreement,
dated as of December 6, 2002 (the "Credit Agreement"), among R.H.
Donnelley Finance Corporation II, a Delaware corporation, R.H.
Donnelley Corporation, R.H. Donnelley Inc., the several banks and
other financial institutions party thereto, Deutsche Bank Securities
Inc., Salomon Smith Barney Inc. and Bear, Stearns & Co. Inc., as joint
lead arrangers and joint bookrunners, Bear Stearns Corporate Lending
Inc. and Citicorp North America, Inc., as joint syndication agents,
BNP Paribas and Fleet National Bank, as documentation agents, and
Deutsche Bank Trust Company Americas, as administrative agent.