UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
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): August 3, 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)
*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 August 2,
2004, 100 shares of R.H. Donnelley Inc. common stock, no par value, were
outstanding.
Item 9. Regulation FD Disclosure.
Beginning August 3, 2004, certain members of senior management of R.H.
Donnelley Corporation (the "Company") are scheduled to make certain
presentations in connection with the syndication of its senior credit facility
amendment ("Amendment") relating to the financing of the purchase price of its
recently announced acquisition ("Acquisition") of the directory publishing
business of SBC Communications Inc. in Illinois and Northwest Indiana.
All material information to be presented has already been made publicly
available, other than certain information regarding the material provisions of
the proposed Amendment, including without limitation, the pro forma
capitalization of the Company following (and assuming consummation of) the
Acquisition and Amendment. A copy of those slides is attached hereto as Exhibit
99.1
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit
Number Description
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99.1 Description of material provisions of the Amendment.
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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: August 3, 2004
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EXHIBIT INDEX
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Exhibit
Number Description
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99.1 Description of material provisions of the Amendment.
4