| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
R H DONNELLEY CORP [ RHD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
01/27/2006 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12,058 | I | See ( 1 ) ( 2 ) ( 3 ) ( 4 ) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Cumulative Preferred Stock | ( 5 ) | 01/27/2006 | S | 100,301 | ( 5 ) | ( 5 ) | Common Stock | 5,182,125 ( 5 ) | ( 6 ) | 0 | I | See ( 1 ) ( 6 ) ( 10 ) | |||
| Warrants to Purchase Common Stock | $28.62 | ( 7 ) | 01/03/2008 | Common Stock | 1,072,500 | 1,072,500 | I | See ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) | |||||||
| Warrants to Purchase Common Stock | $26.28 | ( 7 ) | 01/03/2008 | Common Stock | 577,500 | 577,500 | I | See ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) | |||||||
| Stock Options (right to buy) | $29.585 | ( 16 ) | 05/01/2010 | Common Stock | 1,500 | 1,500 | I | See ( 16 ) | |||||||
| Stock Options (right to buy) | $29.585 | ( 17 ) | 05/01/2010 | Common Stock | 1,500 | 1,500 | I | See ( 17 ) | |||||||
| Stock Options (right to buy) | $47.06 | ( 18 ) | 05/05/2011 | Common Stock | 1,500 | 1,500 | I | See ( 18 ) | |||||||
| Stock Options (right to buy) | $47.06 | ( 19 ) | 05/05/2011 | Common Stock | 1,500 | 1,500 | I | See ( 19 ) | |||||||
| Stock Options (right to buy) | $29.205 | ( 20 ) | 01/03/2013 | Common Stock | 1,500 | 1,500 | I | See ( 20 ) | |||||||
| Stock Options (right to buy) | $29.205 | ( 21 ) | 01/03/2013 | Common Stock | 1,500 | 1,500 | I | See ( 21 ) | |||||||
| Stock Options (right to buy) | $57.105 | ( 22 ) | 04/26/2012 | Common Stock | 1,500 | 1,500 | I | See ( 22 ) | |||||||
| Stock Options (right to buy) | $57.105 | ( 23 ) | 04/26/2012 | Common Stock | 1,500 | 1,500 | I | See ( 23 ) | |||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors 2000, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000"), GS Capital Partners 2000, L.P. ("GS Capital"), GS Capital Partners 2000 Offshore, L.P. ("GS Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GS Germany"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct" and, together with GS Capital, GS Offshore, GS Germany and GS Employee, the "Purchasers") (GS Group, Goldman Sachs, GS Advisors, GS oHG, GS GmbH, GS Employee 2000, and the Purchasers, collectively, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. |
| 2. GS Group may be deemed to beneficially own, in aggregate, (i) 9,000 shares of R.H. Donnelley Corporation (the "Company"), common stock, par value $1.00 per share ("Common Stock") which were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan, consisting of grants of 1,500 deferred shares to each of Robert R. Gheewalla, a managing director of Goldman Sachs and Terence M. O'Toole, formerly a managing director of Goldman Sachs, in their capacity as directors of the Company, on the grant dates of January 3, 2003, May 1, 2003 and May 5, 2004 and (ii) 3,000 shares of Common Stock which were granted pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan, consisting of grants of 1,500 deferred shares to each of Robert R. Gheewalla and Terence M. O'Toole, in their capacity as directors of the Company, on the grant date of April 26, 2005. Each grant of 1,500 deferred shares vests in (con't. next footnote) |
| 3. equal annual installments at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant. |
| 4. Goldman Sachs owns beneficially and directly and GS Group may be deemed to own beneficially and indirectly 58 shares of Common Stock. Goldman Sachs also has open short positions of 9,015 shares of Common Stock. Goldman Sachs is a direct and indirect wholly owned subsidiary of GS Group. Each of the Reporting Persons, other than Goldman Sachs and GS Group, disclaims beneficial ownership of the shares of Common Stock directly owned by Goldman Sachs and GS Group. |
| 5. Each share of Preferred Stock (as defined below) was convertible at any time at the option of the holder into a number of fully paid and nonassessable shares of Common Stock equal to $1,000 for each share of Preferred Stock outstanding, plus an amount equal to all accrued but unpaid dividends thereon as of September 30, 2005, divided by $24.05. The Certificate of Designations governing the Preferred Stock contains customary anti-dilution protection for the shares of Preferred Stock. The Preferred Stock was redeemable by the Company, at its option, at any time after January 3, 2013. |
| 6. On January 27, 2006, pursuant to the Stock Purchase and Support Agreement, dated as of October 3, 2005, among the Company, R.H. Donnelley Inc. and the Purchasers, the Purchasers sold the following shares of Convertible Cumulative Preferred Stock ("Preferred Stock") to the Company for $3,351.14 per share: GS Capital sold 55,313 shares of Preferred Stock, which were convertible into 2,857,788 shares of Common Stock; GS Offshore sold 20,098 shares of Preferred Stock, which were convertible into 1,038,378 shares of Common Stock; GS Germany sold 2,311 shares of Preferred Stock, which were convertible into 119,399 shares of Common Stock; GS Employee sold 17,564 shares of Preferred Stock, which were convertible into 907,457 shares of Common Stock; and GS Direct sold 5,015 shares of Preferred Stock, which were convertible into 259,103 shares of Common Stock. |
| 7. Immediately exercisable. |
| 8. GS Group may be deemed to own beneficially and indirectly an aggregate of 1,650,000 shares of Common Stock by reason of the Purchasers' beneficial ownership of (i) warrants at an exercise price of $28.62 per share ("Warrants") to purchase 1,072,500 shares of Common Stock and (ii) warrants at an exercise of $26.28 per share (the "November Warrants") to purchase 577,500 shares of Common Stock. |
| 9. Goldman Sachs may be deemed to own beneficially and indirectly an aggregate of 1,650,000 shares of Common Stock by reason of the Purchasers' beneficial ownership of (i) Warrants to purchase 1,072,500 shares of Common Stock and (ii) November Warrants to purchase 577,500 shares of Common Stock. |
| 10. Affiliates of GS Group and Goldman Sachs are the general partners, managing general partners or managing partners of the Purchasers. Goldman Sachs is the investment manager of each of the Purchasers. Goldman Sachs is a direct and indirect wholly owned subsidiary of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities owned by the Purchasers except to the extent of their pecuniary interest therein. Each of the Reporting Persons other than Goldman Sachs and GS Group disclaims beneficial ownership of the shares of Common Stock directly owned by Goldman Sachs and GS Group. |
| 11. GS Capital may be deemed to own beneficially and directly and its general partner, GS Advisors, may be deemed to own beneficially and indirectly an aggregate of 909,912 shares of Common Stock by reason of GS Capital's beneficial ownership of (i) Warrants to purchase 591,442 shares of Common Stock and (ii) November Warrants to purchase 318,470 shares of Common Stock. GS Advisors disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
| 12. GS Offshore may be deemed to own beneficially and directly, and its general partner, GS Advisors, may be deemed to own beneficially and indirectly an aggregate of 330,627 shares of Common Stock by reason of GS Offshore's beneficial ownership of (i) Warrants to purchase 214,908 shares of Common Stock and (ii) November Warrants to purchase 115,719 shares of Common Stock. GS Advisors disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
| 13. GS Germany may be deemed to own beneficially and directly and each of (a) GS GmbH, the managing partner of GS Germany and (b) GS oHG, the sole stockholder of GS GmbH, may be deemed to own beneficially and indirectly an aggregate of 38,032 shares of Common Stock by reason of GS Germany's beneficial ownership of (i) Warrants to purchase 24,721 shares of Common Stock and (ii) November Warrants to purchase 13,311 shares of Common Stock. Each of GS GmbH and GS oHG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
| 14. GS Employee may be deemed to own beneficially and directly and its general partner, GS Employee 2000, may be deemed to own beneficially and indirectly an aggregate of 288,929 shares of Common Stock by reason of GS Employee's beneficial ownership of (i) Warrants to purchase 187,804 shares of Common Stock and (ii) November Warrants to purchase 101,125 shares of Common Stock. GS Employee 2000 disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
| 15. GS Direct may be deemed to own beneficially and directly, and its general partner, GS Employee 2000, may be deemed to own beneficially and indirectly an aggregate of 82,500 shares of Common Stock by reason of GS Direct's beneficial ownership of (i) Warrants to purchase 53,625 shares of Common Stock and (ii) November Warrants to purchase 28,875 shares of Common Stock. GS Employee 2000 disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
| 16. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was May 1, 2003. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. |
| 17. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Terence M. O'Toole, formerly a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was May 1, 2003. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. |
| 18. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was May 5, 2004. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. |
| 19. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Terence M. O'Toole, formerly a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was May 5, 2004. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. |
| 20. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was January 3, 2003. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. |
| 21. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Terence M. O'Toole, formerly a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was January 3, 2003. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. |
| 22. These options were granted pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was April 26, 2005. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. |
| 23. These options were granted pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan to Terence M. O'Toole, formerly a managing director of Goldman Sachs in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was April 26, 2005. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. |
| /s/ Roger S. Begelman, Attorney-in-fact | 01/31/2006 | |
| /s/ Roger S. Begelman, Attorney-in-fact | 01/31/2006 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||