SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 27, 2004
R.H. DONNELLEY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-07155 13-2740040
(State or other jurisdiction (Commission (I.R.S. Employer Identification No.)
of incorporation) File Number)
1001 Winstead Drive, Cary NC 27513
(Address of principal (Zip Code)
executive offices)
R.H. DONNELLEY INC.*
(Exact name of registrant as specified in its charter)
Delaware 333-59287 36-2467635
(State or other jurisdiction (Commission (I.R.S. Employer Identification No.)
of incorporation) File Number)
1001 Winstead Drive, Cary NC 27513
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (919) 297-1600
(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 October
1, 2004, 100 shares of R.H. Donnelley Inc. common stock, no par value, were
outstanding.
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:
|_| 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))
TABLE OF CONTENTS
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Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
SIGNATURES
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EXHIBIT INDEX
EXHIBIT 99.1: Press release issued by the Company on October 27, 2004
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On October 27, 2004, R.H. Donnelley Corporation ("we" or the "Company")
issued a press release announcing the appointment of Mr. Peter J. McDonald as
President and Chief Operating Officer of the Company. Mr. McDonald had
previously served as Senior Vice President of the Company and President of
Donnelley Media. The effective date of his promotion was October 26, 2004. A
copy of that press release is attached hereto as Exhibit 99.1.
Mr. McDonald, 53, had served as Senior Vice President and President of
Donnelley Media since September 2002. Mr. McDonald was a director of RHD between
May 2001 and September 2002. Previously, Mr. McDonald served as President and
Chief Executive Officer of SBC Directory Operations, a publisher of yellow pages
directories, from October 1999 to April 2000. He was President and Chief
Executive Officer of Ameritech Publishing's yellow pages business from 1994 to
1999, when Ameritech Corporation was acquired by SBC Communications Inc. He is
also a past vice chairman of the Yellow Pages Association (then known as Yellow
Pages Publishers Association). Mr. McDonald beneficially owns 138,172 shares of
our Common Stock.
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
------------------------------
Robert J. Bush
Vice President, General Counsel
& Corporate Secretary
R.H. Donnelley Inc.
By: /s/ Robert J. Bush
------------------------------
Robert J. Bush
Vice President, General Counsel
& Corporate Secretary
DATE: October 27, 2004
EXHIBIT INDEX
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EXHIBIT 99.1: Press release issued by the Company on October 27, 2004