4//SEC Filing
R H DONNELLEY CORP 4
Accession 0000769993-05-000030
CIK 0000030419operating
Filed
Jan 18, 7:00 PM ET
Accepted
Jan 19, 5:11 PM ET
Size
27.4 KB
Accession
0000769993-05-000030
Insider Transaction Report
Form 4
GHEEWALLA ROBERT R
Director
Transactions
- Sale
Convertible Cumulative Preferred Stock
2005-01-14−100,303→ 100,301 total(indirect: See Footnotes)→ Common Stock (4,898,521 underlying)
Holdings
- 9,058(indirect: See Footnotes)
Common Stock
- 1,072,500(indirect: See Footnotes)
Warrants to purchase Common Stock
Exercise: $28.62Exp: 2008-01-03→ Common Stock (1,072,500 underlying) - 1,500(indirect: See Footnotes)
Stock Options (right to buy)
Exercise: $29.59Exp: 2010-05-01→ Common Stock (1,500 underlying) - 577,500(indirect: See Footnotes)
Warrants to purchase Common Stock
Exercise: $26.28Exp: 2008-01-03→ Common Stock (577,500 underlying)
Footnotes (12)
- [F1]The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a direct and indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
- [F10]These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Terence M. O'Toole, a managing director of Goldman Sachs, in his capacity as a director of the Company. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was May 5, 2004. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.
- [F11]These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to the Reporting Person. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was January 3, 2003. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.
- [F12]These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Terence M. O'Toole, a managing director of Goldman Sachs, in his capacity as a director of the Company. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was January 3, 2003. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.
- [F2]GS Group may be deemed to beneficially own, in aggregate, 9,000 shares of R.H. Donnelley Corporation (the "Company"), common stock, par value $1.00 per share ("Common Stock") which were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan, consisting of grants of 1,500 deferred shares to each of the Reporting Person and Terence M. O'Toole, a managing director of Goldman Sachs, in his capacity as a director of the Company, on the grant dates of January 3, 2003, May 1, 2003 and May 5, 2004. Each grant of 1,500 deferred shares vests in equal annual installments at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant. Each of the Reporting Person and Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group.
- [F3]Goldman Sachs owns beneficially and directly and GS Group may be deemed to own beneficially and indirectly 58 shares of Common Stock. Goldman Sachs also has open short positions of 9,015 shares of Common Stock.
- [F4]On January 14, 2005, pursuant to the Stock Purchase Agreement, dated as of January 10, 2005, and among the Company and the Funds (as defined below), the Funds sold an aggregate 100,303 shares of Convertible Cumulative Preferred Stock ("Preferred Stock") to the Company for $2,763.60 per share.
- [F5]Each share of Preferred Stock is convertible at any time at the option of the holder into a number of fully paid and nonassessable shares of Common Stock equal to $1,000 for each share of Preferred Stock outstanding, plus an amount equal to all accrued but unpaid dividends thereon as of the date of conversion, divided by $24.05. The Certificate of Designations governing the Preferred Stock contains customary anti-dilution protection for the shares of Preferred Stock. The number of shares of Common Stock underlying the Preferred Stock increases as dividends accumulate on the Preferred Stock. The Preferred Stock may be redeemed by the Company, at its option, at any time after January 3, 2013.
- [F6]Goldman Sachs and GS Group may be deemed to own beneficially and indirectly 100,301 shares of Preferred Stock of the Company which are convertible into 4,898,423 shares of Common Stock and warrants to purchase 1,650,000 shares of Common Stock, through certain investment partnerships and limited liability companies (collectively, the "Funds") of which Goldman Sachs or affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. The warrants are immediately exercisable. The Preferred Stock and warrants reported herein are owned by the Funds.
- [F7]These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to the Reporting Person. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was May 1, 2003. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.
- [F8]These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Terence M. O'Toole, a managing director of Goldman Sachs, in his capacity as a director of the Company. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was May 1, 2003. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.
- [F9]These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to the Reporting Person. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was May 5, 2004. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group
Issuer
R H DONNELLEY CORP
CIK 0000030419
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000030419
Filing Metadata
- Form type
- 4
- Filed
- Jan 18, 7:00 PM ET
- Accepted
- Jan 19, 5:11 PM ET
- Size
- 27.4 KB