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 24, 2005
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.)
1001 Winstead Drive, Cary, North Carolina 27513
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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.)
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
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box 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. below):
[ ] Written communication 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 communication 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. Donnelly 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. Donnelly 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 24, 2005, 100 shares of R. H. Donnelley Inc. common stock, no par
value, were outstanding.
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Item 2.02 Results of Operations and Financial Condition.
On February 24, 2005, R.H. Donnelley Corporation (the "Company") issued a
press release containing certain financial results of the Company for the three
months and year ended December 31, 2004. 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.
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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
Date: February 24, 2005
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 24, 2005
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release issued February 24, 2005