United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
R.H. Donnelley Corporation
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
74955W-30-7
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(CUSIP Number)
December 31, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled
out for a reporting person's initial filing on this
form with respect to the subject class of securities,
and for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
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 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be
subject to all other provisions of the Act.
<PAGE>
Schedule 13G
CUSIP No. 74955W-30-7
1. NAME OF REPORTING PERSON.
Institutional Capital Corporation
S.S. or IRS IDENTIFICATION NO. OF ABOVE PERSON.
36-3797034
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [ ]
(b) [X] Joint filing pursuant to Rule 13d-1(k)(1)
3. SEC USE ONLY.
4. CITIZENSHIP OR PLACE OF ORGANIZATION.
Delaware corporation; Illinois place of business
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER.
2,824,800
6. SHARED VOTING POWER.
0
7. SOLE DISPOSITIVE POWER.
2,906,000
8. SHARED DISPOSITIVE POWER.
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
2,906,000
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES.
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9).
8.7%
12. TYPE OF REPORTING PERSON.
IA
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Schedule 13G
CUSIP No. 74955W-30-7
1. NAME OF REPORTING PERSON.
Robert H. Lyon
S.S. or IRS IDENTIFICATION NO. OF ABOVE PERSON.
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [ ]
(b) [X] Joint filing pursuant to Rule 13d-1(k)(1)
3. SEC USE ONLY.
4. CITIZENSHIP OR PLACE OF ORGANIZATION.
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER.
2,824,800
6. SHARED VOTING POWER.
0
7. SOLE DISPOSITIVE POWER.
2,906,000
8. SHARED DISPOSITIVE POWER.
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
2,906,000
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES.
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9).
8.7%
12. TYPE OF REPORTING PERSON.
IN
<PAGE>
CUSIP No. 74955W-30-7
ITEM 1(a). NAME OF ISSUER
R.H. Donnelley Corporation
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
One Manhattanville Road
Purchase, New York 10577
ITEM 2(a). NAME OF PERSON FILING
1) Institutional Capital Corporation
2) Robert H. Lyon
Attached as Exhibit 1 is a copy of an agreement between
the persons filing (as specified above) that this
Schedule 13G is being filed on behalf of each of them.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OF EACH OF THE PERSONS
SPECIFIED IN 2(A) ABOVE:
225 West Wacker Drive, Suite 2400
Chicago, Illinois 60606
ITEM 2(c). CITIZENSHIP
Institutional Capital Corporation - Delaware corporation;
Illinois place of business
Robert H. Lyon - U.S.A.
ITEM 2(d). TITLE OR CLASS OF SECURITIES
Common Stock, $1.00 par value
ITEM 2(e). CUSIP NUMBER
74955W-30-7
ITEM 3. If this statement is filed pursuant to Sections 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) [X]* An investment adviser in accordance
with Section 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Section 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of
an investment company;
<PAGE>
(j) [ ] Group, in accordance with Section 13d-1(b)(1)(ii)(j).
* Institutional Capital Corporation is an
investment advisor registered under Section
203 of the Investment Advisers Act of 1940.
Robert H. Lyon is the President and majority
shareholder of Institutional Capital
Corporation. (Mr. Lyon is joining in this
filing on Schedule 13G pursuant to Rule 13d-1(k)(1).)
ITEM 4. OWNERSHIP
Reference is made to Items 5-11 on the cover sheet of this Schedule 13G.
Institutional Capital Corporation has been granted
discretionary dispositive power over its clients'
securities and in some instances has voting power
over such securities. Any and all discretionary
authority which has been delegated to
Institutional Capital Corporation may be revoked
in whole or in part at any time.
Mr. Lyon is joining in this Schedule 13G and
reporting beneficial ownership of the same
securities beneficially owned by Institutional
Capital Corporation, as a result of his position
with and stock ownership in Institutional Capital
Corporation. See Item 8.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
1) Neither Institutional Capital Corporation,
nor Mr. Lyon serves as custodian of the assets
of any of Institutional Capital Corporation's
clients; accordingly, in each instance only the
client or client's custodian or trustee bank has
the right to receive dividends paid with respect
to and proceeds from the sale of, such
securities.
The ultimate power to direct the receipt of
dividends paid with respect to, and the proceeds
from the sale of, such securities is vested in
the individual and institutional clients for
which Institutional Capital Corporation serves
as investment advisor. Any and all
discretionary authority which has been delegated
to Institutional Capital Corporation may be
revoked in whole or in part at any time.
Not more than 5% of the class of such securities
is owned by any one of such clients subject to
the investment advice of Institutional Capital
Corporation or its affiliates.
2) With respect to securities owned by any one of
the ICAP Funds, only UMB Bank, as custodian for
each of such Funds, has the right to receive
dividends paid with respect to, and proceeds
from the sale of such securities. No other
person is known to have such right, except that
the shareholders of each such Fund participate
proportionately in any dividends and
distributions so paid.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Institutional Capital Corporation, a Delaware
corporation, is an investment advisor registered
under Section 203 of the Investment Advisers Act
of 1940. Mr. Lyon is President of Institutional
Capital Corporation and beneficially owns 51% of
Institutional Capital Corporation's outstanding
voting securities. Mr. Lyon is joining in this
Schedule 13G because, as a result of his position
with and ownership of securities of
<PAGE>
Institutional Capital Corporation, Mr. Lyon could be
deemed to have voting and/or investment power with
respect to the shares beneficially owned by Institutional
Capital Corporation. Neither the filing of this
joint Schedule 13G nor any information contained
herein shall be construed as an admission by Mr.
Lyon of his control or power to influence the
control of Institutional Capital Corporation.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10. CERTIFICATION
By signing below the undersigned (i) certify that,
to the best of their knowledge and belief, the
securities reported herein were acquired in the
ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing
or influencing the control of the issuer of such
securities and were not acquired in connection with or
as a participant in any transaction having such
purposes or effect and (ii) hereby declare and affirm
that the filing of this Schedule 13G shall not be
construed as an admission that either of the reporting
persons is the beneficial owner of the securities
reported herein, which beneficial ownership is hereby
expressly denied (except for such shares, if any,
reported herein as beneficially owned by Institutional
Capital Corporation, for its own accord or by Mr. Lyon
for his individual account and not as a result of his
position with and ownership of securities of
Institutional Capital Corporation).
<PAGE>
Signature
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true,
complete and correct.
Dated: January 31, 2000
/s/ Pamela H. Conroy
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Pamela H. Conroy
Senior Vice President and Treasurer
Institutional Capital Corporation
/s/ Robert H. Lyon
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Robert H. Lyon
President
Institutional Capital Corporation
<PAGE>
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended, each
of the undersigned hereby agrees to the joint
filing with the other reporting person of a
statement on Schedule 13G (including amendments
thereto) with respect to the Common Stock, $1.00
par value, of R.H. Donnelley Corporation and that
this Agreement be included as an Exhibit to such
joint filing.
This Agreement may be executed in any number of
counterparts all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute
this Agreement this 31st day of January, 2000.
/s/ Pamela H. Conroy
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Pamela H. Conroy
Senior Vice President and Treasurer
Institutional Capital Corporation
/s/ Robert H. Lyon
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Robert H. Lyon
President
Institutional Capital Corporation
