UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 21, 2005
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, 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 (IRS Employer
of incorporation) File Number) Identification No.)
1001 Winstead Drive
Cary, NC 27513
(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 November
16, 2005, 100 shares of R.H. Donnelley Inc. common stock, no par value, were
outstanding.
Item 7.01. Regulation FD Disclosure
On November 21, 2005, R.H. Donnelley Inc. (the "Company"), a wholly owned
subsidiary of R.H. Donnelley Corporation (the "Parent Company"), issued a press
release announcing the commencement of a cash tender offer for any and all of
its outstanding $325,000,000 aggregate principal amount of 8 7/8% Senior Notes
due 2010 (CUSIP Numbers: 749564AB6, 749564AA8, U76218AA1; together, the
"Notes"). The Company is also soliciting consents to certain proposed amendments
to the indenture governing the Notes.
In connection with the tender offer and consent solicitation, the Company
also disclosed that as of September 30, 2005, after giving effect to the
amendment and restatement of the Company's credit agreement, the consummation of
the proposed merger of R.H. Donnelley Corporation and Dex Media, Inc, and the
tender offer and consent solicitation (assuming that all the Notes are validly
tendered and accepted for payment), the Company would have had outstanding debt
on a pro forma combined basis of approximately $2.8 billion, approximately $2.2
billion of which would have been senior debt, and $600 million of which would
have been senior subordinated debt. All of the approximately $2.2 billion of
senior debt would have been secured.
In addition, as of September 30, 2005, after giving effect to the amendment
and restatement of the Company's credit agreement, the consummation of the
proposed merger of R.H. Donnelley Corporation and Dex Media, Inc, and the tender
offer and consent solicitation (assuming that all the Notes are validly tendered
and accepted for payment), the Parent Company would have had outstanding debt on
a pro forma combined basis of approximately $11.0 billion, approximately $9.2
billion of which would have been senior debt, and $1.8 billion of which would
have been senior subordinated debt. Of the approximately $9.2 billion of senior
debt, approximately $4.8 billion would have been secured.
A summary of the terms of the tender offer and consent solicitation is
contained in the press release, a copy of which is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
The information is being furnished under Item 7.01 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.
(d) Exhibits.
The following exhibit is filed with this report:
Exhibit No. Exhibit Description
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99.1 Press Release, dated November 21, 2005.
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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 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: November 21, 2005
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EXHIBIT INDEX
Exhibit No. Exhibit Description
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99.1 Press Release, dated November 21, 2005.
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