UNITED STATES
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): January 25, 2006
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:
[_] 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 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 January 24, 2006, 100 shares of
R.H. Donnelley Inc. common stock, no par value, were outstanding.
Item 8.01. Other Events
On January 25, 2006, R.H. Donnelley Corporation (the "Company") and Dex
Media, Inc. ("Dex Media") issued a joint press release announcing that
shareholders of both companies approved the proposed merger of Dex Media with
and into Forward Acquisition Corp., a wholly-owned subsidiary of the Company.
The merger was approved by 99.3 percent of the Company's shares present at the
meeting, and 82.4 percent of the Company's outstanding shares, and by 99.6
percent of Dex Media shares present at the meeting, and 89.2 percent of Dex
Media's outstanding shares. The approvals came at separate shareholder meetings
in Cary, North Carolina, where Donnelley is headquartered, and Englewood,
Colorado, where Dex Media is headquartered. The merger is expected to be
consummated by the end of January 2006.
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: January 25, 2006