R H Donnelley Corp - Current report filing (8-K)
May 23 2008 - 1:37PM
Edgar (US Regulatory)
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): May 22, 2008
R.H. DONNELLEY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-07155
(Commission File Number)
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13-2740040
(IRS Employer Identification No.)
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1001 Winstead Drive, Cary, NC
(Address of principal
executive offices)
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Registrants telephone number,
including area code:
(919) 297-1600
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27513
(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On May 22, 2008, R.H. Donnelley Corporation (the Company) issued a press release to announce
the interim results of the concurrent exchange offers by R.H. Donnelley Inc. (RHDI), a wholly
owned subsidiary of the Company, to issue its 11.75% Senior Notes due May 15, 2015 (the New
Notes) in exchange for a portion of the Companys outstanding notes. The Company and RHDI also
announced that RHDI has extended the early participation deadline for each of the exchange offers
until 12:00 midnight, New York City time, on June 6, 2008.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The New Notes have not been and will not be registered under the Securities Act of 1933 or any
state securities laws. Therefore, the New Notes may not be offered or sold in the United States
absent registration or an applicable exemption from the registration requirements of the Securities
Act of 1933 and any applicable state securities laws.
This report shall not constitute an offer to purchase any securities or a solicitation of an
offer to sell any securities and is issued pursuant to Rule 135c under the Securities Act of 1933.
The exchange offers are being made only pursuant to a confidential offering memorandum and related
letter of transmittal and only to such persons and in such jurisdictions as is permitted under
applicable law.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
The following exhibit is filed with this report:
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Exhibit No.
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Exhibit Description
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99.1
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Press Release of R.H. Donnelley Corporation dated May 22, 2008.
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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.
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R.H. DONNELLEY CORPORATION
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/s/ Mark W. Hianik
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Name:
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Mark W. Hianik
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Date: May 23, 2008
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Title:
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Senior Vice President, General Counsel
and Corporate Secretary
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EXHIBIT INDEX
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Exhibit No.
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Exhibit Description
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99.1
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Press Release of R.H. Donnelley Corporation dated May 22, 2008.
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