As filed with the Securities and Exchange Commission on April 1, 1999
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------------
R.H. DONNELLEY CORPORATION
(Exact name of issuer as specified in its charter)
(Formerly named The Dun & Bradstreet Corporation)
Delaware 2741 13-2740040
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or One Manhattanville Road
organization) Purchase, New York 10577
(914) 933-6400
(Address of principal executive offices)
-----------------------
R.H. DONNELLEY CORPORATION
1991 KEY EMPLOYEES' STOCK OPTION PLAN, AS AMENDED AND RESTATED
(Full title of the plan)
-----------------------
Stephen B. Wiznitzer
R.H. Donnelley Corporation
Purchase, New York 10577
(914) 933-6400
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (914) 933-6400
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
====================================================================================================================
Proposed
Amount Maximum Proposed Amount of
Title Of Securities to be Offering Price Maximum Registration
to be Registered Registered(1) Per Share(2) Aggregate Offering Price(2) Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value $1.00
per share)...................... 2,967,348 shares(3) $14.71875 $43,675,653.375 $12,141.83
====================================================================================================================
</TABLE>
- ---------
(1) Plus an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, solely for the purpose of computing the registration fee, based
upon the average of the high and low prices of the securities being
registered hereby on the New York Stock Exchange Composite Transaction
Tape on March 29, 1999.
(3) The Registrant hereby amends this Registration Statement wherein
17,000,000 shares of common stock, $1.00 par value ("common stock") of the
Company (formerly The Dun & Bradstreet Corporation), were registered for
issuance under the Dun & Bradstreet 1991 Key Employees Stock Option Plan
(the "D&B Plan" and, as amended and restated to date, the R.H. Donnelley
Corporation 1991 Key Employees' Stock Option Plan or the "Plan"). The
number of shares registered hereunder reflects the one-for-five reverse
split of Common Stock, which became effective on August 24, 1998.
This Registration Statement Includes a Total of 25 Pages.
Exhibit Index on Page 8.
===============================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
R.H. Donnelley Corporation, formerly The Dun & Bradstreet Corporation,
(the "Registrant") hereby files this Amendment No. 1 to the Registration
Statement with the Securities and Exchange Commission (the "Commission") on
Form S-8 to register an additional 2,967,348 shares of the Registrant's Common
Stock, par value $1.00 per share ("Common Stock"), for issuance pursuant to the
Registrant's 1991 Key Employees' Stock Option Plan, as amended and restated
(the "Plan") and such indeterminate number of additional shares which may be
offered and issued pursuant to the Plan to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to the
Securities and Exchange Act of 1934, as amended (the "1934 Act"), (Commission
1934 Act File Number 001-07155) are incorporated by reference herein:
(1) Registrant's Annual Report and amendments thereto on Form 10-K for the
fiscal year ended December 31, 1998.
(2) All other reports filed with the Commission by the Registrant pursuant
to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date
hereof (and prior to the filing of a post-effective amendment which indicates
that all securities offered herein have been sold or which deregisters all
securities then remaining unsold).
(3) The description of the Registrant's Common Stock contained in the
following documents: Registrant's Registration Statement on Form S-3
(Registration No. 33-10462) dated November 28, 1986, including any amendment
thereto or report filed for the purpose of updating such description; and the
Registrant's Form 8-A filed with the Securities and Exchange Commission on
November 5, 1998 with respect to a rights plan adopted by the Registrant on
October 27, 1998.
Any statement contained herein or made in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which is
also incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which enables a corporation in its certificate of
incorporation to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (i) for breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) pursuant to section 174 of the DGCL
(providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from which
a director derived an improper personal benefit. The Registrant's certificate
of incorporation eliminates the liability of directors to the fullest extent
permitted by Delaware Law.
Reference is made to section 145 of the DGCL which provides that a
corporation may indemnify directors and officers as well as other employees and
agents against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation (a "derivative action") if
they
2
<PAGE>
act in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorney's fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can be
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise. The
Registrant's certificate of incorporation provides for indemnification of its
directors, officers. Employees and agents to the fullest extent permitted by
Delaware Law.
In addition, the Registrant has purchased and maintains directors' and
officers' liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- -------- -------
4.01................ Certificate of Incorporation of the Registrant
(Incorporated herein by reference to Exhibit 3.1 to
Amendment No. 1 to the Registrant's Registration
Statement on Form S-4, File No. 333-59287).*
4.02................ Amended and Restated Bylaws of the Registrant
(Incorporated herein by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-4, File
No. 333- 59287).*
5.01................ Opinion of Davis Polk & Wardwell.
23.01............... Consent of Independent Public Accountants -
PricewaterhouseCoopers LLP.
23.02............... Consent of Davis Polk & Wardwell (included in their
opinion filed as Exhibit 5.01).
24.01............... Powers of Attorney (included on the signature page of
this registration statement).
99.01............... Form of the R.H. Donnelley 1991 Key Employees' Stock
Option Plan, as amended and restated.
- ---------
* Incorporated by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate,
3
<PAGE>
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in this Registration
Statement; and
iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference into this Registration Statement;
(2) That for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of the
Plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
EXPERTS
The consolidated balance sheets as of December 31, 1998 and 1997 and the
related consolidated statements of operations, shareholders' equity (deficit),
and cash flows for each of the three years in the period ended December 31,
1998, incorporated by reference in this S-8, have been incorporated herein in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of that firm as experts in accounting and auditing.
The validity of the Common Stock offered hereunder has been passed upon by
Davis Polk & Wardwell, New York, New York.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Purchase, State of New York, on this 1st day of
April 1999.
R.H. DONNELLEY CORPORATION
By /s/ Frank R. Noonan
---------------------------------
Frank R. Noonan
Chairman of the Board, President
and Chief Executive Officer
5
<PAGE>
POWER OF ATTORNEY
Know all men by these present, that each person whose signature appears
below, constitutes and appoints Frank R. Noonan, Philip C. Danford and Stephen
B. Wiznitzer and each of them, our true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to do any and all
acts and things and execute, in the name of the undersigned, any and all
instruments which said attorneys-in-fact and agents may deem necessary or
advisable in order to enable R. H. Donnelley Corporation to comply with the
Securities Act of 1933 and any requirements of the Securities and Exchange
Commission in respect thereof, in connection with the filing with the
Securities and Exchange Commission of the Registration Statement on Form S-8
under the Securities Act of 1933, including specifically but without
limitation, power and authority to sign the name of the undersigned to such
Registration Statement, and any amendments to such Registration Statement
(including post-effective amendments), and to file the same with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, to sign any and all applications, registration statements,
notices or other documents necessary or advisable to comply with applicable
state securities laws, and to file the same, together with other documents in
connection therewith with the appropriate state securities authorities,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully and to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and any of them or their
substitutes, may lawfully do or cause to be done by virtue hereof.
6
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
SIGMATURE TITLE DATE
- --------- ----- ----
/s/ Frank R. Noonan Chairman-of-the Board of Directors, April 1, 1999
- ------------------------- President and Chief Executive
Frank R. Noonan Officer
/s/ Philip C. Danford Senior-Vice-President and Chief April 1, 1999
- ------------------------- Financial Officer
Philip C. Danford
/s/ Diane P. Baker
- ------------------------- Director April 1, 1999
Diane P. Baker
/s/ William G. Jacobi
- ------------------------- Director April 1, 1999
William G. Jacobi
/s/ Robert J. Kamerschen
- ------------------------- Director April 1, 1999
Robert J. Kamerschen
/s/ Carol J. Parry
- ------------------------- Director April 1, 1999
Carol J. Parry
/s/ Barry L. Williams
- ------------------------- Director April 1, 1999
Barry L. Williams
/s/ Anna Patruno
- ------------------------- Vice-President-and Controller April 1, 1999
Anna Patruno
7
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------- -------
4.01 Certificate of Incorporation of the Registrant (Incorporated
herein by reference to Exhibit 3.1 to Amendment No. 1 to the
Registrant's Registration Statement on Form S-4, File No.
333-59287).*
4.02 Amended and Restated Bylaws of the Registrant (Incorporated
herein by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-4, File No. 333-59287).*
5.01 Opinion of Davis Polk & Wardwell.
23.01 Consent of Independent Public Accountants -
PricewaterhouseCoopers LLP.
23.02 Consent of Davis Polk & Wardwell (included in their opinion
filed as Exhibit 5.01).
24.01 Powers of Attorney (included on the signature page of this
registration statement).
99.01 Form of the R.H. Donnelley Corporation 1991 Key Employees'
Stock Option Plan, as amended and restated.
- -------------------
* Incorporated by reference.
8
Exhibit 5.01
[Davis Polk & Wardwell Letterhead]
April 1, 1999
R. H. Donnelley Corporation
One Manhattanville Road
Purchase, New York 10577
Dear Sirs:
We are acting as counsel for R. H. Donnelley Corporation (the
"Registrant") in connection with its Amendment No. 1 to Registration Statement
on Form S-8 (the "Registration Statement") to register under the Securities Act
of 1933, as amended, 2,967,348 shares (the "Shares") of Common Stock ($1.00 par
value) of the Registrant issuable pursuant to the 1991 Key Employees' Stock
Option Plan, as Amended and Restated (the "Plan") of the Registrant. In
connection therewith, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we have deemed
necessary for the purpose of this opinion.
Upon the basis of the foregoing, we are of the opinion that the Shares
deliverable pursuant to the Plan have been duly authorized and, when and to the
extent issued pursuant to the Plan upon receipt by the Registrant of adequate
consideration therefor, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.01 to the
Registration Statement.
Very truly yours,
/s/ DAVIS POLK & WARDWELL
--------------------------
DAVIS POLK & WARDWELL
Exhibit 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
R.H. Donnelley Corporation on Form S-8 of our report dated February 19, 1999, on
our audits of the consolidated financial statements of R. H. Donnelley
Corporation as of December 31, 1998 and 1997, and for each of the three years in
the period ended December 31, 1998, which report is incorporated by reference in
the Annual Report on Form 10-K. We also consent to the reference to our firm
under the caption "Experts."
By /s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
New York, New York
March 31, 1999
<PAGE>
- -------------------------------------------------------------------------------
Exhibit 99.01
- -------------------------------------------------------------------------------
R. H. DONNELLEY CORPORATION
1991 KEY EMPLOYEES' STOCK OPTION PLAN,
As Amended and Restated
<PAGE>
R. H. DONNELLEY CORPORATION
- -------------------------------------------------------------------------------
1991 KEY EMPLOYEES' STOCK OPTION PLAN,
As Amended and Restated
- ------------------------------------------------------------------------------
Page
----
1. Purpose of the Plan.....................................................4
2. Stock Subject to the Plan...............................................4
3. Administration..........................................................4
4. Eligibility.............................................................5
5. Termination Date for Grants.............................................5
6. Terms and Conditions of Stock Options...................................5
7. Terms and Conditions of Stock Appreciation Rights......................10
8. Transfers and Leaves of Absence........................................11
9. Adjustments Upon Changes in Capitalization or Other Events.............11
10. Use of Proceeds........................................................14
11. Amendments.............................................................14
12. Effectiveness of the Plan and Amendments...............................14
<PAGE>
R. H. DONNELLEY CORPORATION
- -------------------------------------------------------------------------------
1991 KEY EMPLOYEES' STOCK OPTION PLAN,
As Amended and Restated
- -------------------------------------------------------------------------------
1. Purpose of the Plan
The purpose of the Plan is to aid R.H. Donnelley Corporation (herein
called the "Company") and its subsidiaries in securing and retaining key
employees of outstanding ability and to motivate such employees to exert their
best efforts on behalf of the Company and its subsidiaries by providing
incentive through the award of stock options and stock appreciation rights. The
Company expects that it will benefit from the added interest which such key
employees will have in the welfare of the Company as a result of their
proprietary interest in the Company's success.
2. Stock Subject to the Plan
The total number of shares of Common Stock of the Company which may be
issued under the Plan from and after July 1, 1998 shall be 29,800,000, subject
to adjustment as provided in Section 9. The maximum number of shares for which
stock options may be granted from the 1995 Annual Meeting during the remaining
term of the Plan to any individual optionee shall be 7,000,000, subject to
adjustment as provided in Section 9. The shares may consist, in whole or in
part, of unissued shares or treasury shares. Issuance of shares of Common Stock
upon exercise of a stock option or reduction of the number of shares of Common
Stock subject to a stock option upon exercise of a stock appreciation right
shall reduce the total number of shares of Common Stock available under the
Plan. Shares which are subject to unexercised stock options which terminate or
lapse may be optioned again under the Plan.
3. Administration
The Board of Directors of the Company shall appoint a Compensation and
Benefits Committee (herein called the "Committee") consisting of at least three
members of the Board of Directors who shall administer the Plan and serve at the
pleasure of the Board. Each member of the Committee shall not be eligible to
participate in the Plan. The Committee shall have the authority, consistent with
the Plan, to determine the provisions of the stock options and stock
appreciation rights to be granted, to interpret the Plan and the stock options
and the stock appreciation rights granted under the Plan, to adopt, amend and
rescind rules and
<PAGE>
regulations for the administration of the Plan, the stock options and the stock
appreciation rights and generally to conduct and administer the Plan and to make
all determinations in connection therewith which may be necessary or advisable,
and all such actions of the Committee shall be binding upon all participants.
The Committee shall require payment of any amount the Company may determine to
be necessary to withhold for federal, state or local taxes as a result of the
exercise of a stock option or a stock appreciation right.
4. Eligibility
Key employees (but not members of the Committee and any person who
serves only as a Director) of the Company and its subsidiaries (within the
meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended (the
"Code")), who are from time to time responsible for the management, growth and
protection of the business of the Company and its subsidiaries, are eligible to
be granted stock options or stock appreciation rights under the Plan. The
participants under the Plan shall be selected from time to time by the
Committee, in its sole discretion, from among those eligible, and the Committee
shall determine, in its sole discretion, the number of shares to be covered by
the stock options or stock appreciation rights or both granted to each
participant. An employee may not be granted a stock option, however, if at the
time such option is to be granted, such employee owns stock of the Company or
any of its subsidiaries possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of any such subsidiary. For
purposes of the preceding sentence, the attribution rules of stock ownership set
forth in Section 424(d) of the Code shall apply. The granting of a stock option
or stock appreciation right under the Plan shall impose no obligation on the
Company or any subsidiary to continue the employment of an optionee and shall
not lessen or affect the right to terminate the employment of an optionee.
5. Termination Date for Grants
No stock option or stock appreciation right may be granted under the
Plan after February 19, 2001, but stock options or stock appreciation rights
theretofore granted may extend beyond that date.
6. Terms and Conditions of Stock Options
Stock options granted under the Plan shall be, as determined by the
Committee, non-qualified, incentive or other stock options for federal income
tax purposes, as evidenced by stock option grants, and shall be subject to the
foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:
<PAGE>
(a) Option Price. The option price per share shall be determined by
the Committee, but shall not be less than 100% of the Fair Market Value of the
Common Stock on the date a stock option is granted. For purposes of the Plan,
unless otherwise determined by the Committee, "Fair Market Value" of Common
Stock means, as of a given date, the average of the high and low sales prices
per share of Common Stock reported on a consolidated basis for securities listed
on the principal stock exchange or market on which Stock is traded on the date
immediately preceding the date as of which such value is being determined or, if
there is no sale on that date, then on the last previous day on which a sale was
reported.
(b) Exercisability. Stock options granted under the Plan shall be
exercisable at such time and upon such terms and conditions as may be determined
by the Committee, but in no event shall a stock option be exercisable more than
ten years after the date it is granted. The Committee may accelerate the date
any previously granted Option will become exercisable.
(c) First Year Non-Exercisability. Except as provided in elsewhere in
this Paragraph 6 and in Paragraph 9 of the Plan, no stock option shall be
exercisable during the year ending on the first anniversary date of the granting
of the stock option.
(d) Exercise of Stock Options. Except as otherwise provided in the
Plan or the stock option, a stock option may be exercised for all, or from time
to time any part, of the shares for which it is then exercisable. The option
price for the shares as to which a stock option is exercised shall be paid to
the Company in full, or adequate provision for such payment made, at the time of
exercise at the election of the optionee (i) in cash, (ii) in shares of Common
Stock of the Company having a Fair Market Value equal to the option price for
the shares being purchased and satisfying such other requirements as may be
imposed by the Committee or (iii) partly in cash and partly in such shares of
Common Stock of the Company. The Committee may permit the optionee to elect,
subject to such terms and conditions as the Committee shall determine, to have
the number of shares deliverable to the optionee as a result of the exercise
reduced by a number sufficient to pay the amount the Company determines to be
necessary to withhold for federal, state or local taxes as a result of the
exercise of the stock option. No optionee shall have any rights to dividends or
other rights of a shareholder with respect to shares subject to a stock option
until the optionee has given written notice of exercise of the stock option,
paid in full for such shares or made adequate provision therefor and, if
requested, given the representation described in Paragraph 6(h) of the Plan.
<PAGE>
(e) Exercisability Upon Termination of Employment by Death. If an
optionee's employment by the Company or a subsidiary terminates by reason of
death, the stock option thereafter may be exercised for three years after the
date of death or the remaining stated period of the stock option, whichever
period is shorter, to the full extent of the stock option regardless of the
extent to which it was exercisable at the time of death (including death less
than one year after the date of grant).
(f) Exercisability Upon Termination of Employment by Disability or
Retirement. If an optionee's employment by the Company or a subsidiary
terminates by reason of disability or retirement, the stock option thereafter
may be exercised as follows:
(i) Pre-July 14, 1998 Options: In the case of a stock option granted
before July 14, 1998, during the five years after the date of such
termination of employment or the remaining stated period of the stock
option, whichever period is shorter, to the full extent of the stock
option regardless of the extent to which it was exercisable at the time
of termination of employment (including termination less than one year
after the date of grant); provided, however, that if the optionee dies
within a period of five years after such termination of employment, any
unexercised stock option may be exercised thereafter, during either (1)
the period ending on the later of (i) five years after such termination
of employment and (ii) one year after the date of death or (2) the
period remaining in the stated term of the stock option, whichever
period is shorter.
(ii) Post-July 13, 1998 Options: In the case of a stock option granted
on or after July 14, 1998, during the remaining stated period of the
stock option, to the full extent of the stock option regardless of the
extent to which it was exercisable at the time of termination of
employment (including termination less than one year after the date of
grant).
For purposes of this Paragraph 6, "retirement" shall mean voluntary termination
of employment with the Company or a subsidiary after the optionee has attained
age 55 with the approval of the Committee; or after the optionee has attained
age 65. An optionee shall not be considered disabled for purposes of this
Paragraph 6, unless he or she furnishes such medical or other evidence of the
existence of the disability as the Committee, in its sole discretion, may
require.
(g) Effect of Other Termination of Employment. If a participant's
employment terminates for any reason, other than disability,
<PAGE>
death or retirement, each stock option and stock appreciation right
held by such participant shall be subject to the following:
(i) Pre-July 14, 1998 Options: In the case of a stock option granted
before July 14, 1998, the stock option shall terminate upon such
termination of employment.
(ii) Post-July 13, 1998 Options: In the case of a stock option granted
on or after July 14, 1998, unless otherwise determined by the
Committee, if such termination is for reasons other than for Cause the
stock option shall be exercisable during (1) the period of 90 days
after such termination or (2) the period remaining in the stated term
of the stock option, whichever period is shorter, but only to the
extent to which the stock option was exercisable at the time of
termination of employment; and if such termination is for Cause the
stock option shall terminate upon such termination of employment.
For purposes of this Plan, the term "Cause" shall have the meaning defined in
any employment agreement between the participant and the Company or a subsidiary
then in effect or, if no such employment agreement is then in effect, "Cause"
shall mean:
(i) The participant's willful and continued failure substantially to
perform the duties of his or her position after notice and opportunity
to cure;
(ii) Any willful act or omission by the participant constituting
dishonesty, fraud or other malfeasance, which in any such case is
demonstrably injurious to the financial condition or business
reputation of the Company or any of its affiliates; or
(iii) A felony conviction in a court of law under the laws of the
United States or any state thereof or any other jurisdiction in which
the Company or a subsidiary conducts business which materially impairs
the value of the participant's services to the Company or any of its
subsidiaries;
provided, however, that, for purposes of this definition, no act or failure to
act shall be deemed "willful" unless effected by the participant not in good
faith and without a reasonable belief that such action or failure to act was in
or not opposed to the Company's best interests, and no act or failure to act
shall be deemed "willful" if it results from any incapacity of the participant
due to physical or mental illness.
<PAGE>
(h) Termination of Employment After Change in Control Negotiations
Have Commenced. For purposes of this Section 6, a termination of employment of a
participant by the Company without Cause after the commencement of negotiations
with a potential acquirer or business combination partner will be deemed to be a
termination of employment immediately after a Change in Control if such
negotiations result in a transaction constituting a Change in Control.
(i) Additional Agreements of Optionee and Restrictions on Transfer.
The Committee may require each person purchasing shares pursuant to exercise of
a stock option to represent to and agree with the Company in writing that the
shares are being acquired without a view to distribution thereof. The
certificates for shares so purchased may include any legend which the Committee
deems appropriate to reflect any restrictions on transfers. The Committee also
may impose, in its discretion, as a condition of any option, any restrictions on
the transferability of shares acquired through the exercise of such option as it
may deem fit. Without limiting the generality of the foregoing, the Committee
may impose conditions restricting absolutely the transferability of shares
acquired through the exercise of options for such periods as the Committee may
determine and, further, in the event the optionee's employment by the Company or
a subsidiary terminates during the period in which such shares are
nontransferable, the optionee may be required, if required by the related option
agreement, to sell such shares back to the Company at such price and on such
other terms as the Committee may have specified in the stock option agreement.
(j) Nontransferability of Stock Options. Except as otherwise provided
in this Paragraph 6(i), a stock option shall not be transferable by the optionee
otherwise than by will or by the laws of descent and distribution and during the
lifetime of an optionee a stock option shall be exercisable only by the
optionee. A stock option exercisable after the death of an optionee or a
transferee pursuant to the following sentence may be exercised by the legatees,
personal representatives or distributees of the optionee or such transferee. The
Committee may, in its discretion, authorize all or a portion of the stock
options previously granted or to be granted to an optionee to be on terms which
permit irrevocable transfer for no consideration by such optionee to (i) any or
all of the spouse, children or grandchildren of the optionee ("Immediate Family
Members"), (ii) a trust or trusts for the exclusive benefit of the optionee
and/or any or all of such Immediate Family Members, or (iii) a partnership in
which the optionee and/or any or all of such Immediate Family Members are the
only partners, provided that subsequent transfers of transferred options shall
be prohibited except those in accordance with the first sentence of this
Paragraph 6(i). Following transfer, any such options shall continue to be
subject to the same terms and conditions as were applicable immediately prior to
transfer. The events of termination of employment of Paragraphs 6(e), 6(f), and
6(g) hereof shall continue to be applied with respect to
<PAGE>
the original optionee, following which the stock options shall be exercisable by
the transferee only to the extent, and for the periods specified, in Paragraphs
6(e), 6(f) and 6(g). The Committee may delegate to an administrative committee
the authority to authorize transfers, establish terms and conditions upon which
transfers may be made and establish classes of optionees eligible to transfer
options, as well as to make other determinations with respect to option
transfers.
7. Terms and Conditions of Stock Appreciation Rights
(a) Grants. The Committee also may grant stock appreciation rights in
connection with stock options granted under the Plan, either at the time of
grant of options or subsequently. Stock appreciation rights shall cover the same
shares covered by a stock option (or such lesser number of shares of Common
Stock as the Committee may determine) and shall be subject to the same terms and
conditions as the stock option (including limitations on transferability) except
for such additional limitations as are contemplated by this Paragraph 7 (or as
may be included in a stock appreciation right granted hereunder).
(b) Terms. Each stock appreciation right shall entitle an optionee to
surrender to the Company an unexercised option, or any portion thereof, and to
receive from the Company in exchange therefor an amount equal to the excess of
the Fair Market Value on the exercise date of one share of Common Stock over the
option price per share times the number of shares covered by the stock option,
or portion thereof, which is surrendered. The date a notice of exercise is
received by the Company shall be the exercise date. Payment shall be made in
shares of Common Stock or in cash, or partly in shares and partly in cash,
valued at such Fair Market Value, all as shall be determined by the Committee.
Stock appreciation rights may be exercised from time to time upon actual receipt
by the Company of written notice of exercise stating the number of shares of
Common Stock subject to an exercisable option with respect to which the stock
appreciation right is being exercised. No fractional shares of Common Stock will
be issued in payment for stock appreciation rights, but instead cash will be
paid for a fraction or, if the Committee should so determine, the number of
shares will be rounded downward to the next whole share.
(c) Limitations on Exercisability. The Committee shall impose such
conditions upon the exercisability of stock appreciation rights as will result,
except upon the occurrence of an event contemplated by limited stock
appreciation rights granted pursuant to Paragraph 7(d) or contemplated by the
provisions of Paragraph 9, in the amount to be charged against the Company's
consolidated income by reason of stock appreciation rights not to exceed, in any
one calendar year, two percent of the Company's prior calendar year's
consolidated income before income taxes. The Committee also may impose, in its
<PAGE>
discretion, such other conditions upon the exercisability of stock appreciation
rights as it may deem fit.
(d) Limited Stock Appreciation Rights. The Committee may grant limited
stock appreciation rights which are exercisable upon the occurrence of specified
contingent events. Such stock appreciation rights may provide for a different
method of determining appreciation, may specify that payment will be made only
in cash and may provide that related stock options or stock appreciation rights
or both are not exercisable while such limited stock appreciation rights are
exercisable. Unless the context otherwise requires, whenever the term "stock
appreciation right" is used in the Plan, such term shall include limited stock
appreciation rights.
8. Transfers and Leaves of Absence
For purposes of the Plan: (a) a transfer of an employee from the
Company to a 50% or more owned subsidiary, partnership, venture or other
affiliate (whether or not incorporated) or vice versa, or from one such
subsidiary, partnership, venture or other affiliate to another, (b) a leave of
absence, duly authorized in writing by the Company, for military service or
sickness or for any other purpose approved by the Company if the period of such
leave does not exceed 90 days, or (c) a leave of absence in excess of 90 days,
duly authorized in writing by the Company, provided the employee's right to
re-employment is guaranteed either by statute or by contract, shall not be
deemed a termination of employment under the Plan.
9. Adjustments Upon Changes in Capitalization or Other Events
Upon changes in the Common Stock of the Company by reason of a stock
dividend, stock split, reverse split, recapitalization, merger, consolidation,
combination or exchange of shares, separation, reorganization or liquidation,
the number and class of shares available under the Plan as to which stock
options or stock appreciation rights may be granted (both in the aggregate and
to any one optionee), the number and class of shares under each option and the
option price per share, and the terms of stock appreciation rights, shall be
correspondingly adjusted by the Committee, such adjustments to be made in the
case of outstanding options without change in the total price applicable to such
options. In the event of a merger, consolidation, combination, reorganization or
other transaction in which the Company will not be the surviving corporation, an
optionee shall be entitled to options on that number of shares of stock in the
new corporation which the optionee would have received had the optionee
exercised all of the unexercised options available to the optionee under the
Plan, whether or not then exercisable, at the instant immediately prior to the
effective date of such
<PAGE>
transaction, and if such unexercised options had related stock appreciation
rights the optionee also will receive new stock appreciation rights related to
the new options. Thereafter, adjustments as provided above shall relate to the
stock options or stock appreciation rights of the new corporation.
Except as otherwise specifically provided in the stock option or stock
appreciation right, in the event of a Change in Control, merger, consolidation,
combination, reorganization or other transaction in which the shareholders of
the Company will receive cash or securities (other than common stock) or in the
event that an offer is made to the holders of Common Stock of the Company to
sell or exchange such Common Stock for cash, securities or stock of another
corporation and such offer, if accepted, would result in the offeror becoming
the owner of (a) at least 50% of the outstanding Common Stock of the Company or
(b) such lesser percentage of the outstanding Common Stock which the Committee
in its sole discretion determines will materially adversely affect the market
value of the Common Stock after the tender or exchange offer, the Committee
shall, prior to the shareholders' vote on such transaction or prior to the
expiration date (without extensions) of the tender or exchange offer, (i)
accelerate the time of exercise so that all stock options and stock appreciation
rights which are outstanding shall become immediately exercisable in full
without regard to any limitations of time or amount otherwise contained in the
Plan or the stock options or stock appreciation rights and/or (ii) determine
that the stock options and stock appreciation rights shall be adjusted and make
such adjustments by substituting for Common Stock of the Company subject to
options and stock appreciation rights, common stock of the surviving corporation
or offeror if such stock of such corporation is publicly traded or, if such
stock is not publicly traded, by substituting common stock of a parent of the
surviving corporation or offeror if the stock of such parent is publicly traded,
in which event the aggregate option price shall remain the same and the number
of shares subject to option shall be the number of shares which could have been
purchased on the closing day of such transaction or the expiration date of the
offer with the proceeds which would have been received by the optionee if the
stock option had been exercised in full prior to such transaction or expiration
date and the optionee had exchanged all of such shares in the transaction or
sold or exchanged all of such shares pursuant to the tender or exchange offer,
and if any such option has related stock appreciation rights, the stock
appreciation rights shall likewise be adjusted; provided, however, that, in the
event of a Change in Control, the acceleration of the exercisability of options
and stock appreciation rights under clause (i) of this paragraph shall occur
automatically and without the requirement of action by the Committee.
For purposes of this Plan, "Change in Control" means the occurrence of
any of the following events after the effective date of the amendment and
restatement of the Plan:
<PAGE>
(i) Any "person," as such term is used in Section 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any
company owned, directly or indirectly, by the shareholders of the
Company in substantially the same proportions as their ownership of
stock of the Company), is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined
voting power of the Company's then outstanding securities;
(ii) During any period of two consecutive years commencing on July 14,
1998, individuals who at the beginning of such period constitute the
Board, and any new director (other than a director designated by a
person (as defined above) who has entered into an agreement with the
Company to effect a transaction described in subsections (i), (iii) or
(iv) of this definition) whose election by the Board or nomination for
election by the Company's shareholders was approved by a vote of at
least two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose election or
nomination for election was previously so approved cease for any reason
to constitute at least a majority thereof;
(iii) The shareholders of the Company have approved a merger or
consolidation of the Company with any other company and all other
required governmental approvals of such merger or consolidation have
been obtained, other than (A) a merger or consolidation which would
result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity)
more than 60% of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately after such
merger or consolidation or (B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in
which no person (as defined above) becomes the beneficial owner (as
defined above) of more than 20% of the combined voting power of the
Company's then outstanding securities; or
(iv) The shareholders of the Company have approved a plan of complete
liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets, and
all other required governmental approvals of such transaction have been
obtained.
<PAGE>
10. Use of Proceeds
Proceeds from the sale of shares of Common Stock pursuant to exercise
of options granted under the Plan shall constitute general funds of the Company.
11. Amendments
The Board of Directors may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which would materially
impair the rights of any optionee under any option theretofore granted, without
the optionee's consent, or which, without the approval of the shareholders of
the Company, would:
(a) Except as is provided in Paragraph 9 of the Plan, increase the
total number of shares reserved for the purposes of the Plan or change the
maximum number of shares for which options may be granted to any optionee.
(b) Decrease the option price to less than 100% of Fair Market Value
on the date of grant of a stock option.
(c) Change the employees (or class of employees) eligible to receive
options under the Plan.
(d) Materially increase the benefits accruing to employees
participating under the Plan.
12. Effectiveness of the Plan and Amendments
The Plan became effective upon approval by the shareholders at the 1991
Annual Meeting. The Amendments proposed in 1995 became effective upon approval
by the shareholders at the 1995 Annual Meeting. Paragraph 6(f) as amended became
applicable to all options outstanding at the date of the 1995 Annual Meeting and
thereafter. Paragraph 6(i) as amended became effective upon approval by the
Board of Directors at its July 16, 1997 meeting. The amendment and restatement
of the Plan in connection with the reorganization of the Company and the change
of the name of the Company to R.H. Donnelley Corporation became effective as of
July 14, 1998.
<PAGE>
R. H. DONNELLEY CORPORATION
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AMENDMENT No. 1 TO
1991 KEY EMPLOYEES' STOCK OPTION PLAN,
(As Amended and Restated on July 14, 1998)
The Board of Directors of R.H. Donnelley Corporation has determined it
desirable to amend the 1991 Key Employees' Stock Option Plan, as Amended and
Restated on July 14, 1998, (the "Plan") to provide the Board with greater
flexibility in determining who shall be eligible to receive awards under the
Plan.
Therefore the Plan is hereby amended as follows:
Section 4 of the Plan is hereby eliminated in its entirety and replaced
with the following:
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"4. Eligibility
Key employees, consultants and advisors (but not members of the
Committee and any person who serves only as a Director) of the Company, its
subsidiaries (within the meaning of Section 424(f) of the Internal Revenue Code
of 1986, as amended (the "Code")) and its Participating Affiliates (as defined
below), who are from time to time responsible for the management, growth and
protection of the business of the Company, its subsidiaries and Participating
Affiliates, are eligible to be granted stock options or stock appreciation
rights under the Plan. Participating Affiliates shall refer to those entities in
which the Company or its subsidiaries has a significant equity interest, as such
shall be determined, from time to time, in the sole discretion of the Committee.
The participants under the Plan shall be selected from time to time by the
Committee, in its sole discretion, from among those eligible, and the Committee
shall determine, in its sole discretion, the number of shares to be covered by
the stock options or stock appreciation rights or both granted to each
participant. An employee may not be granted a stock option, however, if at the
time such option is to be granted, such employee owns stock of the Company or
any of its subsidiaries possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of any such subsidiary. For
purposes of the preceding sentence, the attribution rules of stock ownership set
forth in Section 424(d) of the Code shall apply. The granting of a stock option
or stock appreciation right under the Plan shall impose no obligation on the
Company, any subsidiary or Participating Affiliate to continue the employment or
retention of an optionee and shall not lessen or affect the right to terminate
the employment or retention of an optionee."
<PAGE>
Except as hereby amended, the Plan remains in full force and effect in
accordance with its terms.
<PAGE>
