SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 1)
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
October 8, 1999
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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 [ ]
CUSIP No. 74955W109 13D/A
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER 7 SOLE VOTING POWER 3,196,920
OF
SHARES 8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER 3,196,920
EACH
REPORTING 10 SHARED DISPOSITIVE POWER 0
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,196,920
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
14 TYPE OF REPORTING PERSON
CO, IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D (the "Amendment") 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 of Fir Tree Partners, as an amendment to the Statement on
Schedule 13D, relating to shares of Common Stock, par value $1.00 per
share (the "Common Stock") of R.H. Donnelley Corporation (the "Issuer"),
as filed with the Securities and Exchange Commission on August 6, 1998
(the "Statement"). The Statement is hereby amended and supplemented as
follows:
ITEM 4. PURPOSE OF THE TRANSACTION
Fir Tree Partners and Mr. Tannenbaum have entered into and are
currently in discussions with the management of the Issuer with respect
to potential representation on the Issuer's Board of Directors. Fir Tree
Partners and Mr. Tannenbaum acquired shares of Common Stock for portfolio
investment purposes, and do not otherwise 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. Fir Tree
Partners and Mr. Tannenbaum reserve the right to consider or make additional
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, bylaws 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
(a) As of October 8, 1999, Fir Tree Partners and Mr. Tannenbaum are
beneficial owners of 3,196,920 shares of Common Stock of the Issuer or
9.5% of the shares outstanding. The 3,196,920 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
October 8, 1999, is based on 33,646,398 outstanding shares of Common Stock
as of August 9, 1999, as reported in the Issuer's Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on August 12,
1999.
(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) None
(d) Not Applicable.
(e) Not Applicable.
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: October 8, 1999
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
