UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 3, 2005
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R.H. DONNELLEY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 1-07155 13-2740040
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1001 Winstead Drive, Cary 27513
NC
(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
of incorporation) File Number) Identification No.)
1001 Winstead Drive, Cary 27513
NC
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number,
including area code:
(919) 297-1600
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:
|X| 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))
*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 October
2, 2005, 100 shares of R.H. Donnelley Inc. common stock, no par value, were
outstanding.
Item 7.01. Regulation FD Disclosure.
On October 3, 2005, R.H. Donnelley Corporation, a Delaware corporation
(the "Company"), and Dex Media, Inc., a Delaware corporation ("Dex Media"),
issued a joint press release announcing that the Company has entered into a
definitive agreement to acquire Dex Media. The press release is attached to this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
The press release should be read together with the information
contained in the reports that the Company files with the Securities and Exchange
Commission, including the financial statements and related notes contained in
those reports.
The press release contains certain non-GAAP financial measures.
Pursuant to the requirements of Regulation G, the Company has provided a
reconciliation within the press release of these measures to the most directly
comparable GAAP financial measure.
This information is being furnished under Items 7.01 and 9.01 and shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liability of such section.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits have been provided with this report:
Exhibit No. Exhibit Description
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99.1 Press Release, dated October 3, 2005
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 thereunto duly authorized.
R.H. DONNELLEY CORPORATION
/s/ Robert J. Bush
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Robert J. Bush
Vice President, General Counsel
& Corporate Secretary
R.H. DONNELLEY INC.
/s/ Robert J. Bush
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Robert J. Bush
Vice President, General Counsel
& Corporate Secretary
Date: October 3, 2005
EXHIBIT INDEX
Exhibit No. Exhibit Description
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99.1 Press Release, dated October 3, 2005