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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported) JULY 14, 1998
R.H. DONNELLEY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
(Formerly named The Dun & Bradstreet Corporation)
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Delaware 1-7155 13-2740040
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification Number)
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One Manhattanville Road
Purchase, New York 10577
(Address of Principal Executive Offices) (Zip Code)
Telephone Number, including Area Code 914-933-6400
Item 5. Other Events
The Registrant's press release dated July 14, 1998, with respect
to the Registrant's Board of Directors' decision to (i) convene a special
meeting of shareholders to approve a one for five reverse stock split, (ii)
commence a systematic stock repurchase program, and (iii) issue a quarterly
dividend of $0.035 per share is attached hereto as Exhibit 99.
Item 7. Exhibits
99. Press release dated July 14, 1998
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 hereunto duly authorized.
R.H. DONNELLEY CORPORATION
(Registrant)
July 17, 1998 By: /s/ Stephen B. Wiznitzer
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Stephen B. Wiznitzer, Senior
Vice President and
General Counsel
INDEX TO EXHIBITS
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Exhibit Description Page
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99 Press release dated July 14, 1998
Contact: Reid H. Gearhart (The Dilenschneider Group) For Immediate Release
(212) 922-0900
R.H. DONNELLEY PROPOSES 1-FOR-5 REVERSE STOCK SPLIT
RHD Also Announces Systematic Stock Repurchase Plan
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And Quarterly Dividend
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PURCHASE, N.Y., July 14--R.H. Donnelley Corporation (NYSE:RHD), which
separated from Dun & Bradstreet on July 1, 1998, announced three actions
following the first meeting of its board of directors today.
Reverse Stock Split Proposed
R.H. Donnelley said today that a special shareholders meeting
will be held to vote on a proposal to execute a reverse one-for-five stock
split. If approved, the reverse split would reduce the number of basic
common shares outstanding to approximately 34 million from approximately
171 million currently. The shareholder meeting is expected to be held
before the end of the third quarter, following the mailing of a proxy
statement to shareholders in July. The proposed reverse split would take
effect shortly after its approval by shareholders.
"This reverse split is intended to increase interest in RHD stock
by raising the share price to a level that will appeal to a broader range
of investors," said Frank R. Noonan, chairman and chief executive officer.
Since its recent separation from The Dun & Bradstreet
Corporation, R.H. Donnelley's stock has traded in a range of $3.00-to-
$3.94 per share.
Stock Repurchase Set
R.H. Donnelley also today announced plans to repurchase up to
15 million shares of its common stock under a Systematic Stock Repurchase
Plan. The repurchase authorization will be revised to three million shares
if the company's planned reverse stock split is approved. The primary
purpose of the repurchase is to offset shares issued under the company's
employee and director compensation plans. The shares are to be purchased
from time to time over a three-year period in the open market, in
accordance with guidelines established by the Securities and Exchange
Commission. Stock purchased under this authorization would be held as
treasury stock and would be available for issuance upon exercise of
employee stock options and for compensation plans, and for such other
purposes as the board may from time to time determine.
Quarterly Dividend
R.H. Donnelley's board of directors also today declared a
quarterly dividend of 3.5 cents per share, payable September 10, 1998, to
shareholders of record at the close of business on August 20, 1998. As
previously announced, it is anticipated that this quarterly dividend and
the final dividend to be paid in 1998 by R.H. Donnelley and D&B will
equal the 22 cent quarterly dividend paid by D&B prior to the separation of
the two companies. In the fourth quarter of 1998, the R.H. Donnelley
board plans to reconsider the company's dividend policy for 1999 and
beyond. There can be no assurance that the company will continue paying
dividends at this level or will pay any dividend beyond 1998.
R.H. Donnelley, headquartered in Purchase, N.Y., is the
largest independent marketer of yellow pages advertising in the U.S. RHD
sells more than $1 billion in yellow pages advertising a year, and is the
publisher or is sales agent for more than 270 directories with a total
circulation of more than 30 million copies.
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More information about R.H. Donnelley can be found on its Internet site at
www.rhdonnelley.com
July 14, 1998
