SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
R.H. DONNELLEY CORPORATION
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(Name of Issuer)
Shares of Common Stock, par value $1.00 per share
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(Title of Class of Securities)
74955W109
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(CUSIP NUMBER)
Fir Tree Partners
535 Fifth Avenue
31st Floor
New York, New York 10017
Tel. No.: (212) 599-0090
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Eliot D. Raffkind, P.C.
Akin, Gump, Strauss, Hauer & Feld, LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4675
(214) 969-2800
July 27, 1998
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ]
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended ("Act"), or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
CUSIP No. 74955W109 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fir Tree, Inc. d/b/a Fir Tree Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 11,610,100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 11,610,100
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,610,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14 TYPE OF REPORTING PERSON*
CO, IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE 13D
This Schedule 13D (the "Schedule 13D") is being filed on behalf of Fir
Tree, Inc., a New York corporation, doing business as Fir Tree Partners
("Fir Tree Partners"), and Mr. Jeffrey Tannenbaum ("Mr. Tannenbaum"), the
sole shareholder, executive officer, director, and principal, relating to
shares of Common Stock of R.H. Donnelley Corporation (the "Issuer").
This Schedule 13D relates to shares of Common Stock of the Issuer (the
"Common Stock") purchased by Fir Tree Partners for the account of (i) Fir
Tree Value Fund, L.P. ("Fir Tree Value Fund"), of which Mr. Tannenbaum is
the general partner, (ii) Fir Tree Institutional Value Fund, L.P. ("Fir
Tree Institutional"), of which Mr. Tannenbaum is a member of the general
partner, and (iii) Fir Tree Value Partners LDC ("Fir Tree LDC"), of which
Mr. Tannenbaum acts as investment advisor.
ITEM 1. SECURITY AND ISSUER
Securities acquired: Shares of Common Stock, par value
$1.00 per share
Issuer: R.H. Donnelley Corporation
One Manhattenville Road
Purchase, NY 10577
Tel. No. (914) 933-6400
ITEM 2. IDENTITY AND BACKGROUND
Fir Tree, Inc., a New York corporation, doing business as Fir Tree
Partners, provides investment management services to private individuals
and institutions, and is located at 535 Fifth Avenue, 31st Floor, New York,
NY 10017. Mr. Tannenbaum is the sole shareholder, executive officer,
director and principal of Fir Tree Partners. Mr. Tannenbaum's principal
occupation is investment management and he is a United States citizen. His
business address is Fir Tree Partners, 535 Fifth Avenue, 31st Floor, New
York, NY 10017. Neither Fir Tree Partners nor Mr. Tannenbaum has been
convicted in a criminal proceeding during the last five years. Neither Fir
Tree Partners nor Mr. Tannenbaum is and during the past five years was a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result thereof, subject to any judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
As of August 5, 1998, Fir Tree Partners had invested (i) $24,440,774
in shares of Common Stock through Fir Tree Value Fund, (ii) $8,651,928 in
shares of Common Stock through Fir Tree Institutional and (iii) $3,048,426
in shares of Common Stock through Fir Tree LDC, all as described in Item 5
below. The source of these funds was the working capital of each of Fir
Tree Value Fund, Fir Tree Institutional and Fir Tree LDC, as the case may
be.
ITEM 4. PURPOSE OF THE TRANSACTION
Fir Tree Partners and Mr. Tannenbaum acquired shares of Common Stock
for portfolio investment purposes, and do not have any present plans or
proposals that relate to or would result in any change in the business,
policies, management, structure or capitalization of the Issuer, but Fir
Tree Partners and Mr. Tannenbaum reserve the right to consider or make such
plans and/or proposals in the future. Fir Tree Partners and Mr. Tannenbaum
reserve the right to acquire, or dispose of, additional securities of the
Issuer, in the ordinary course of business, to the extent deemed advisable
in light of its general investment and trading policies, market conditions
or other factors. Fir Tree Partners may contact the Issuer and/or other
shareholders regarding potential strategies to increase shareholder value.
Other than as described above, neither Fir Tree Partners nor Mr. Tannenbaum
has present plans or proposals which would result in any of the following:
1) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
2) any sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
3) any change in the present board of directors or managers of the
Issuer;
4) any material change in the present capitalization or dividend policy
of the Issuer;
5) any other material change in the Issuer's business or corporate
structure;
6) any change in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
7) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an interdealer quotation system of a registered national securities
association;
8) causing a class of securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
9) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of August 5, 1998, Fir Tree Partners and Mr. Tannenbaum are
beneficial owners of 11,610,100 shares of Common Stock of the Issuer or
6.8% of the shares outstanding. The 11,610,100 shares described above are
beneficially owned by Fir Tree Partners and Mr. Tannenbaum for the account
of the Fir Tree Value Fund, Fir Tree Institutional or Fir Tree LDC, as the
case may be.
The number of shares beneficially owned by Fir Tree Partners and Mr.
Tannenbaum and the percentage of outstanding shares represented thereby
have been computed in accordance with Rule 13d-3 under the Act. The
percentage of beneficial ownership of Fir Tree Partners and Mr. Tannenbaum
on August 5, 1998 is based on 171,570,140 outstanding shares of Common
Stock as of March 31, 1998 as reported in the Issuer's Registration
Statement on Form S-4 filed with the Securities and Exchange Commission on
July 17, 1998.
(b) Fir Tree Partners and Mr. Tannenbaum for the account of each of
Fir Tree Value Fund, Fir Tree Institutional and Fir Tree LDC have the power
to vote and dispose of the shares of Common Stock held by each such entity.
(c) The transactions in the Issuer's securities by Fir Tree Partners
during the last sixty days are listed as Annex A attached hereto and made
apart hereof.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not Applicable.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable.
ANNEX A
Transaction Buy/ Quantity Price per
Date Sell (shares) Share ($)
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06/30/98 Buy 532,000 3.03
07/01/98 Buy 461,700 3.09
07/08/98 Buy 159,300 3.28
07/09/98 Buy 327,000 3.26
07/13/98 Buy 2,400,000 3.25
07/13/98 Buy 20,000 3.16
07/13/98 Buy 2,521,900 3.10
07/14/98 Buy 292,700 3.09
07/16/98 Buy 87,200 3.16
07/17/98 Buy 25,000 3.22
07/20/98 Buy 10,000 3.16
07/21/98 Buy 3,000 3.22
07/22/98 Buy 1,064,500 3.21
07/23/98 Buy 434,600 3.08
07/27/98 Buy 1,224,000 3.15
07/27/98 Buy 407,000 3.03
07/28/98 Buy 300,000 3.03
07/29/98 Buy 197,600 2.91
07/30/98 Buy 137,300 2.95
07/31/98 Buy 305,300 2.78
07/31/98 Buy 100,000 2.78
08/03/98 Buy 400,000 2.78
08/04/98 Buy 100,000 2.78
08/05/98 Buy 100,000 2.78
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11,610,100
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: August 6, 1998
Fir Tree, Inc. d/b/a/ Fir Tree Partners
By: /S/JEFFREY TANNENBAUM
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JEFFREY TANNENBAUM, President
/S/JEFFREY TANNENBAUM
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JEFFREY TANNENBAUM, President
