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): December 20, 2005
R.H. DONNELLEY CORPORATION
(Exact name of registrant as specified in its charter)
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 of (Commission (I.R.S. Employer
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
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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 December
19, 2005, 100 shares of R.H. Donnelley Inc. common stock, no par value, were
outstanding.
Item 1.01. Entry into a Material Definitive Agreement.
On November 21, 2005, R.H. Donnelley Inc. (the "Company"), a
wholly-owned subsidiary of R.H. Donnelley Corporation (the "Parent"), issued a
press release announcing that it had commenced a tender offer and consent
solicitation for its outstanding 8-7/8% senior notes due 2010 (CUSIP Numbers:
749564AB6, 749564AA8, U76218AA1; together, the "Notes") on the terms and subject
to the conditions set forth in the Company's Offer to Purchase and Consent
Solicitation Statement dated November 21, 2005 (the "Offer to Purchase"). Upon
receipt of tenders and related consents from the holders of at least a majority
of the aggregate principal amount of outstanding Notes, on December 6, 2005, the
Company, as issuer, the Parent, as guarantor, the subsidiary guarantors named
therein, as guarantors, and The Bank of New York, as trustee, executed a third
supplemental indenture (the "Supplemental Indenture") amending the indenture,
dated as of December 3, 2002, relating to the Notes.
The Supplemental Indenture amends the Indenture to (1) delete
substantially all of the restrictive covenants contained in the Indenture,
including, among other things, limitations on debt, limitations on restricted
payments, limitations on liens, limitations on asset sales, limitations on
restriction on distributions from restricted subsidiaries and limitations on
transactions with affiliates, (2) delete events of default relating to covenant
defaults, cross-defaults and judgments against the Company, (3) delete the
conditions to legal or covenant defeasance and (4) make conforming and related
changes to the Indenture.
The amendments set forth in the Supplemental Indenture became operative
when the Notes were accepted for payment by the Company pursuant to the tender
offer and consent solicitation on December 20, 2005.
The foregoing summary of the material provisions of the Supplemental
Indenture does not purport to be complete and is qualified in its entirety by
reference to the Supplemental Indenture filed as Exhibit 4.1 to this Current
Report on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
Effective December 20, 2005, the Company amended its Certificate of Designation
of Series B Participating Cumulative Preferred Stock ("Series B Preferred
Stock") to provide for the issuance of up to 4,000,000 shares of Series B
Preferred Stock. Prior to the amendment, 400,000 shares of Series B Preferred
Stock were authorized. The Certificate of Designation of Series B Preferred
Stock was amended in connection with the previously announced acquisition by the
Company of Dex Media, Inc. pursuant to the Agreement and Plan of Merger, dated
October 3, 2005, by and among the Company, Forward Acquisition Corp. and Dex
Media, Inc. The amendment authorizes additional shares of Series B Preferred
Stock that could be issued upon the exercise of preferred share purchase rights
pursuant to the terms and subject to the conditions of the Rights Agreement,
dated as of October 27, 1998, as amended, between the Company and The Bank of
New York, as successor rights agent. The foregoing description of the amendment
to the Certificate of Designation of Series B Preferred Stock does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Amended Certificate of Designation of the Series B Preferred Stock, a copy
of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and
incorporated herein by reference.
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Item 7.01. Regulation FD Disclosure
On December 20, 2005, the Company issued a press release announcing the
expiration and final results of its previously announced cash tender offer for
any and all of the outstanding $325,000,000 aggregate principal amount of Notes
and the related consent solicitation under the Offer to Purchase and the related
Letter of Transmittal and Consent.
The tender offer and consent solicitation expired at Midnight, New York
City time, on December 19, 2005 (such date and time, the "Expiration Date"). As
of the Expiration Date, holders of $317.1 million in aggregate principal amount
of Notes had tendered their Notes pursuant to the tender offer. This
participation represents approximately 97.6% of the total principal amount of
the Notes outstanding. The Company has accepted for payment all of the Notes
validly tendered in the tender offer and consent solicitation, and expects to
pay today for all validly tendered Notes.
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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3.1 Amended Certificate of Designation of Series B Participating
Cumulative Preferred Stock.
4.1 Third Supplemental Indenture, dated as of December 6, 2005, by and
among R.H. Donnelley Inc., as issuer, R.H. Donnelley Corporation,
as guarantor, the subsidiary guarantors named therein, as
guarantors, and The Bank of New York, as trustee.
99.1 Press Release, dated December 20, 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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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: December 20, 2005
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EXHIBIT INDEX
Exhibit No. Exhibit Description
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3.1 Amended Certificate of Designation of Series B Participating
Cumulative Preferred Stock.
4.1 Third Supplemental Indenture, dated as of December 6, 2005, by and
among R.H. Donnelley Inc., as issuer, R.H. Donnelley Corporation,
as guarantor, the subsidiary guarantors named therein, as
guarantors, and The Bank of New York, as trustee.
99.1 Press Release, dated December 20, 2005.
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