UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 23, 2007
R.H. DONNELLEY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-07155
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13-2740040
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(State or other jurisdiction of
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(Commission
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(IRS Employer Identification No.)
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incorporation)
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File Number)
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1001 Winstead Drive, Cary, NC
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27513
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (919) 297-1600
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
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On October 23, 2007, the Compensation and Benefits Committee (the Committee) of the Board
of Directors of R.H. Donnelley Corporation (the Company) took the following actions:
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Amendment and Restatement of Pension Benefit Equalization Plan
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The Committee approved and adopted an amendment and restatement (the PBEP Restatement) of
the Pension Benefit Equalization Plan of R.H. Donnelley (the PBEP), generally effective
from and after January 1, 2008. The Company established the PBEP with an original effective
date of July 1, 1998. A copy of the original PBEP was filed as Exhibit 10.16 to the
Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission (the
SEC) on March 27, 2002 (SEC File No. 001-07155).
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The PBEP is maintained as an unfunded, nonqualified pension plan for a select group of
management and highly compensated employees of the Company and its subsidiaries who are also
participating in the R.H. Donnelley Retirement Account (the Retirement Plan), a qualified,
defined benefit pension plan. PBEP participants include the Companys Chairman & Chief
Executive Officer and other named executive officers of the Company. The PBEP provides
supplemental retirement benefits to replace what participants are not entitled to receive
under the Retirement Plan solely on account of the limitations imposed by Internal Revenue
Code Sections 401(a)(17) or 415. Participants become vested under the PBEP at the same time
they become vested under the Retirement Plan presently, generally following five years of
service with the Company, and from and after January 1, 2008, generally following three
years of service with the Company.
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Under the PBEP Restatement, vested benefits are generally payable in a lump sum in the
seventh month following separation from service or, if later, the month following the
participants 55
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birthday.
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The PBEP Restatement applies special rules to vested participants who become disabled while
working for the Company. If an active PBEP participant becomes disabled, his or her PBEP
benefit is payable in a lump sum at age 65 or, if earlier, three years after the disability
began. However, a disabled participant who is receiving disability benefits under the
Companys long-term disability plan and from Social Security may defer his or her PBEP
benefit until as late as age 65. In addition, so long as the participant continues
receiving disability benefits under the Companys long-term disability plan and from Social
Security, the participant will continue to earn benefits under the PBEP until the deferred
payment date.
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If a participant dies before receiving his or her vested benefit under the PBEP, the vested
benefit will be paid to the participants beneficiary in a single sum in the seventh month
following the participants death.
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The PBEP Restatement is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The foregoing summary is qualified in its entirety by the
provisions of the PBEP as set forth in the PBEP Restatement.
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Amendment and Restatement of
401(k)
Restoration Plan
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The Committee approved and adopted an amendment and restatement (the Restoration Plan
Restatement) of the R.H. Donnelley 401(k) Restoration Plan (the Restoration Plan),
generally effective from and after January 1, 2005.
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The Restoration Plan is maintained as an unfunded, nonqualified plan for a select group of
management and highly compensated employees who are also participating in the R.H. Donnelley
401(k) Savings Plan (the 401(k) Plan). Participants include the Companys Chairman &
Chief Executive Officer and other named executive officers of the Company. 401(k) Plan
participants are generally eligible for a benefit under the Restoration Plan if their
compensation for a calendar year exceeds the applicable limitation imposed by Internal
Revenue Code Section 401(a)(17) (the Compensation Limit). Beginning in 2007, a
participants Restoration Plan benefit for a calendar year is equal to three percent of the
participants compensation in excess of the Compensation Limit, plus a deemed investment
return. This benefit is paid to the participant in a lump sum during the immediately
following year.
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The Restoration Plan Restatement is filed as Exhibit 99.2 to this Current Report on Form 8-K
and is incorporated herein by reference. The foregoing summary is qualified in its entirety
by the provisions of the Restoration Plan as set forth in the Restoration Plan Restatement.
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Amendment and Restatement of Deferred Compensation Plan
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The Committee approved and adopted an amendment and restatement (the Plan Restatement) of
the R.H. Donnelley Corporation Deferred Compensation Plan (the DC Plan), generally
effective for amounts deferred on or after January 1, 2008. The prior amendment and
restatement of the DC Plan was effective January 1, 2005, and was filed as Exhibit 99.1 to
the Companys Current Report on Form 8-K filed with the SEC on January 24, 2007 (SEC File
No. 001-07155).
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The Company maintains the DC Plan as an unfunded, nonqualified savings plan for a select
group of management and highly compensated employees of the Company and its subsidiaries.
Participation in the DC Plan is generally limited to employees of the Company who have been
selected by the Committee to participate in the Plan, including the Companys Chairman &
Chief Executive Officer and other named executive officers of the Company. Participation in
the DC Plan is voluntary. Each participant in the DC Plan may make an irrevocable election
to defer receipt of all or any part of the participants eligible compensation. Each
participants deferral election under the DC Plan must state the percentage of the
participants eligible compensation to be deferred and the time and method of payment of the
amounts deferred. Each participant must make a new irrevocable election under the DC Plan
prior to the beginning of each calendar year.
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The Company will maintain a separate bookkeeping account for each participant and from time
to time enter therein the amount of deferred compensation to be credited to the
participants account. Amounts credited to the participants account are deemed invested as
the participant shall direct among the investment funds made available under the DC Plan.
Each participant will be, at all times, 100% vested in his or her account (including all
amounts deferred and any gains, losses or earnings credited to such amounts).
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A participants deferred compensation account balance may be paid to him or her only upon
(i) the participants separation from service (as defined in the DC Plan), (ii) the
participants disability (as defined in the DC Plan), (iii) the participants death, (iv) a
specified date, (v) a change in control (as defined in the DC Plan), or (vi) the occurrence
of an unforeseeable emergency (as defined in the DC Plan).
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The Plan Restatement is filed as Exhibit 99.3 to this Current Report on Form 8-K and is
incorporated herein by reference. The foregoing summary is qualified in its entirety by the
provisions of the DC Plan as set forth in the Plan Restatement.
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Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
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99.1
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R.H. Donnelley Pension Benefit Equalization Plan, Amended and Restated
effective as of January 1, 2008
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99.2
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R.H. Donnelley, Inc. 401(k) Restoration Plan, effective as of January 1, 2005
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99.3
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R.H. Donnelley Corporation Deferred Compensation Plan, Amended and Restated
effective as of January 1, 2008
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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.
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Dated: October 29, 2007
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R.H. DONNELLEY CORPORATION
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By:
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/s/ Robert J. Bush
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Robert J. Bush,
Senior Vice President, General Counsel &
Corporate Secretary
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5
EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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99.1
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R.H. Donnelley Pension Benefit Equalization Plan, Amended and Restated
effective as of January 1, 2008
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99.2
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R.H. Donnelley, Inc. 401(k) Restoration Plan, effective as of January 1, 2005
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99.3
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R.H. Donnelley Corporation Deferred Compensation Plan, Amended and Restated
effective as of January 1, 2008
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