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): ~~March~~July 201, 2007

CBD Media LLC

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

333-107783

(Commission File Number)

02-0553288

(IRS Employer Identification No.)

312 Plum Street, Suite 900, Cincinnati, Ohio

(Address of principal executive offices)

45202

(Zip Code)

513-397-6794

(Registrant's telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 25 – ~~Financial~~Corporate ~~Information~~Governance and Management

Item 2.01

Completion of Acquisition or Disposition of Assets.

On March 20, 2007, CBD Media LLC (“CBD Media”), a wholly owned subsidiary of CBD Media Holdings LLC (“CBD Media Holdings”), and Local Insight Media, LP (“Local Insight”) consummated the previously announced combination of their businesses (the “Combination”) pursuant to a Contribution Agreement (the “Agreement”), dated as of December 11, 2006, by and among Local Insight Media, LLC (“LIM, LLC,” the predecessor of Local Insight), CBD Investor, Inc. (“CBD Investor”), Cincinnati Bell Inc. Holdings (“CBIH”), the holders of equity securities of CBD Investor (the “CBD Investor Stockholders”), the holders of Class C Units of CBD Media Holdings (the “Class C Holders”), and the holders of equity securities of LIM, LLC.

Prior to the Combination, CBD Investor, CBIH and the Class C Holders collectively owned 100% of the membership interests of CBD Media Holdings. In connection with the consummation of the transactions contemplated by the Agreement: (i) all the membership interests of CBD Media Holdings held by CBIH and the Class C Holders were contributed to CBD Media Holdings II LLC (“Holdings II”); (ii) LIM, LLC, directly or indirectly, received a contribution of (A) all the equity interests of CBD Investor from the CBD Investor Stockholders and (B) all the equity interests of Holdings II held by CBIH and the Class C Holders; (iii) LIM, LLC contributed all the equity interests of CBD Investor and Holdings II to Local Insight Media, Inc., a wholly owned subsidiary of LIM, LLC (“LIMI”); (iv) LIMI contributed all the equity interests of Holdings II to CBD Investor; (v) Holdings II merged with and into CBD Investor; and (vi) LIM, LLC converted from a limited liability company into a limited partnership. As a result of the Combination: (i) CBD Media Holdings became an indirect, wholly owned subsidiary of Local Insight and (ii) CBD Media remained a direct, wholly owned subsidiary of CBD Media Holdings.

Prior to the Combination: (i) certain affiliates of Spectrum Equity Investors (“Spectrum”), through CBD Investor, owned membership interests that represented approximately 95% of the economic interests and 100% of the voting power, respectively, of CBD Media Holdings and (ii) Welsh, Carson, Anderson & Stowe X, L.P., WCAS Capital IV, L.P. and WCAS Management Corporation (collectively, “WCAS”) owned in excess of 99% of LIM, LLC. Following the consummation of the Combination, WCAS owned approximately 71% of Local Insight’s limited partnership interests and Spectrum owned approximately 27% of Local Insight’s limited partnership interests.

Immediately prior to the consummation of the Combination, a special dividend (the “Special Dividend”) in the aggregate amount of $82 million was paid to the CBD Investor Stockholders, CBIH and the Class C Holders. The Special Dividend was funded pursuant to a Bridge Loan Agreement (the “Bridge Loan Agreement”) dated as of March 20, 2007, by and among Holdings II, CBD Investor, LIM, LLC, the several lenders from time to time parties thereto, and Wachovia Investments Holdings, LLC as administrative agent. Under the Bridge Loan Agreement, CBD Investor borrowed an aggregate of $91 million, which was used to fund the Special Dividend, to pay fees and expenses arising in connection with the transaction and for working capital purposes.

Section 5 – Corporate Governance and Management

Item 5.01

Changes in Control of Registrant.

The disclosure under Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein. Prior to the Combination: (i) Spectrum, through CBD Investor, owned membership interests that

represented approximately 95% of the economic interests and 100% of the voting power, respectively, of CBD Media Holdings and (ii) WCAS collectively owned in excess of 99% of LIM, LLC. Following the consummation of the Combination, WCAS owned approximately 71% of Local Insight’s limited partnership interests and Spectrum owned approximately 27% of Local Insight’s limited partnership interests. As a result of the Combination: (i) CBD Media Holdings became an indirect, wholly owned subsidiary of Local Insight; (ii) CBD Media remained a direct, wholly owned subsidiary of CBD Media Holdings; and (iii) WCAS, by virtue of its control of Local Insight, acquired control of CBD Media Holdings and CBD Media.

Except as otherwise expressly provided in the Limited Partnership Agreement of Local Insight, Local Insight Media GP, LLC, the general partner of Local Insight (“LIM GP”), has the full, exclusive and complete discretion to manage and control the business and affairs of Local Insight. In turn, the Board of Directors of LIM GP (the “LIM GP Board”) has the full, exclusive and complete discretion to manage and control the business and affairs of LIM GP. The LIM GP Board currently consists of eight members. Pursuant to LIM GP’s Limited Liability Company Agreement, each member of LIM GP has agreed to vote his, her or its membership interests so that four directors designated by WCAS will be elected to the Board; two directors who are members of LIM GP’s management and are designated by WCAS are elected to the Board; and two directors designated by Spectrum will be elected to the Board. Notwithstanding the foregoing, in the event Spectrum transfers to a third party more than 50% but less than 75% of its LIM GP membership interests held on March 20, 2007, the number of directors that Spectrum has the right to designate shall be reduced to one.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~CBD~~As ~~Media’s~~previously ~~board~~reported, ofon ~~directors~~March ~~(the~~20, ~~“Board”)~~2007, isCBD ~~composed~~Media ofLLC ~~three~~(“CBD ~~members.~~Media”), ~~Concurrently~~a ~~with~~wholly ~~the~~owned ~~consummation~~subsidiary of ~~the~~CBD ~~Combination~~Media onHoldings ~~March~~LLC ~~20,~~(“CBD ~~2007:~~Media (iHoldings”), ~~Brion~~and B.Local ~~Applegate~~Insight ~~and~~Media, ~~Benjamin M~~L.P. ~~Coughlin~~(“Local ~~resigned~~Insight”) asconsummated ~~members of~~ the ~~Board~~previously ~~and~~announced ~~(ii)~~combination ~~Scott~~of A.their ~~Pomeroy~~businesses ~~and~~(the ~~Linda A~~“Combination”). As ~~Martin~~a ~~were~~result ~~elected to serve as members~~ of the ~~Board.~~Combination, ~~Douglas~~CBD A.Media ~~Myers~~Holdings ~~remains~~became ~~the~~an ~~third~~indirect, ~~member~~wholly owned subsidiary of ~~the~~Local ~~Board~~Insight.

~~Section 7 – Regulation FD~~(a)

~~Item~~Amendment 7to Douglas A.01 Myers Employment Agreement.

~~Regulation~~On FDJuly ~~Disclosure~~1, 2007, CBD Media and Douglas A. Myers entered into a Third Amended and Restated Employment Agreement (the “Myers Amended Employment Agreement”). Under the Myers Amended Employment Agreement, Mr. Myers was retained to serve as President and Chief Executive Officer of CBD Media. Commencing July 1, 2007, Mr. Myers will serve in the additional capacity of President and Chief Executive Officer of ACS Media LLC, an indirect, wholly owned subsidiary of Local Insight. Under the Myers Amended Employment Agreement, Mr. Myers is entitled to receive a minimum base salary of $185,000 per annum during the period from July 1, 2007 through December 31, 2007 and a minimum base salary of $185,000 per annum in 2008. Mr. Myers’ target bonus opportunity if certain targets are met is $148,083 in 2007 and $111,000 in 2008. During the term of the Myers Amended Employment Agreement, Mr. Myers is eligible to participate in such medical, health, retirement, welfare and insurance plans as are generally made available to CBD Media’s senior executives and is entitled to receive from CBD Media: (i) a matching contribution to a 401(k) plan and (ii) life and disability insurance coverage. Under the Myers Amended Employment Agreement, Mr. Myers will no longer be entitled to: (i) an allowance for use of an automobile or (ii) reimbursement of up to $5,000 per year for personal financial and estate planning services (plus taxes incurred), up to $25,000 for initial membership fees at a country club or certain annual membership dues at such country club.

OnProvided ~~March~~that 21Mr. Myers’ employment has not been terminated for Cause (as defined in the Myers Amended Employment Agreement) on or before December 31, 2007 and (ii) Mr. Myers has not voluntarily terminated his employment prior to December 31, 2007, CBD Media ~~and~~will ~~Local~~pay ~~Insight~~Mr. ~~jointly~~Myers, ~~issued~~after December 31, 2007 but not later than January 31, 2008, a ~~press~~stay ~~release~~bonus in the amount of $186,500. AIn ~~copy~~addition, on the earlier to occur of January 31, 2008 or 10 business days following the ~~press~~termination ~~release~~of isMr. ~~furnished~~Myers’ asemployment ~~Exhibit~~for 99any reason, CBD Media will deliver to Mr. Myers a payment in the amount of $1,348,000, which is the aggregate severance benefit payable to ~~this~~Mr. ~~Form~~Myers ~~8-K~~pursuant to his Second Amended and Restated Employment Agreement. Mr. Myers is ~~incorporated~~also eligible to participate in such equity-based compensation plans and programs as may be adopted by ~~reference~~Local ~~herein~~Insight from time to time, at such level and in such amounts as may be determined in the sole discretion of the Board of Directors or Compensation Committee of Local Insight Media GP, LLC, the general partner of Local Insight (“Local Insight GP”). The Myers Amended Employment Agreement remains in effect until September 1, 2008.

~~Section 9 — Financial Statements and Exhibits~~(b)

~~Item~~Amendment 9to David D.01 Miller Employment Agreement.

~~Financial~~On ~~Statements~~July 1, 2007, CBD Media and ~~Exhibits~~David D. Miller entered into a Second Amended and Restated Employment Agreement (the “Miller Amended Employment Agreement”). Under the Miller Amended Employment Agreement, Mr. Miller is entitled to receive a minimum base salary of $150,000 per annum during the period from July 1, 2007 through December 31, 2007 and a minimum base salary of $150,000 per annum in 2008. Mr. Miller’s target bonus opportunity if certain targets are met is $85,415 in 2007 and $75,000 in 2008. During the term of the Miller Amended Employment Agreement, Mr. Miller is eligible

~~(d)~~1

~~Exhibits~~to participate in such medical, health, retirement, welfare and insurance plans as are generally made available to CBD Media’s senior executives and is entitled to receive from CBD Media: (i) a matching contribution to a 401(k) plan and (ii) life and disability insurance coverage. Under the Miller Amended Employment Agreement, Mr. Miller will no longer be entitled to an allowance for use of an automobile.

Exhibit No.	Description
2.1	Contribution Agreement dated as of December 11, 2006, by and among Local Insight Media, LLC, CBD Investor, Inc., Cincinnati Bell Inc. Holdings, the holders of equity securities of CBD Investor, Inc., the holders of Class C Units of CBD Media Holdings LLC, and the holders of equity securities of Local Insight Media, LLC.
99.1	Press release dated March 21, 2007.

Provided that Mr. Miller’s employment has not been terminated for Cause (as defined in the Miller Amended Employment Agreement) on or before December 31, 2007 and (ii) Mr. Miller has not voluntarily terminated his employment prior to December 31, 2007, CBD Media will pay Mr. Miller, after December 31, 2007 but not later than January 31, 2008, a stay bonus in the amount of $34,900. In addition, on the earlier to occur of January 31, 2008 or 10 business days following the termination of Mr. Miller’s employment for any reason, CBD Media will deliver to Mr. Miller a payment in the amount of $290,000, which is the aggregate severance benefit payable to Mr. Miller pursuant to his Amended and Restated Employment Agreement. Mr. Miller is also eligible to participate in such equity-based compensation plans and programs as may be adopted by Local Insight from time to time, at such level and in such amounts as may be determined in the sole discretion of the Board of Directors or Compensation Committee of Local Insight GP. The Miller Amended Employment Agreement remains in effect until September 1, 2008.

2(c)

~~Signature~~Termination of John P. Schwing Employment Agreement; Entry into New Agreement.

~~Pursuant~~On toJuly ~~the~~1, ~~requirements~~2007: of(i) the ~~Securities~~Employment ~~Exchange~~Agreement ~~Act~~dated as of ~~1934~~March 8, as2002 ~~amended~~by and between CBD Media and John P. Schwing (the “Prior Schwing Agreement”) was terminated and (ii) Mr. Schwing and Local Insight entered into an Agreement on Ideas, Inventions and Confidential Information (the ~~registrant~~“New Schwing Agreement”). Under the Prior Schwing Agreement, Mr. Schwing served as CBD Media’s ~~LLC~~Vice President – Finance and Administration and Chief Financial Officer. Under the New Schwing Agreement, ~~has~~Mr. ~~caused~~Schwing ~~this~~will ~~report~~serve toas beLocal ~~signed~~Insight’s onSenior ~~its~~Vice ~~behalf~~President by– Finance. In his first assignment under the ~~undersigned~~New Schwing Agreement, ~~thereunto~~Mr. ~~duly~~Schwing ~~authorized~~will be seconded to CBD Media and continue to serve as its Vice President – Finance and Administration and Chief Financial Officer.

~~Date:~~Under the New Schwing Agreement, Mr. Schwing is entitled to receive a base salary of $175,000 per annum. Mr. Schwing’s target bonus opportunity if certain targets are met is 60% of his annual base salary. ~~March~~Mr. 26Schwing is eligible to participate in such employee benefit plans, programs and arrangements as may be adopted by Local Insight from time to time, at a level commensurate with his title and salary band. Provided that Mr. Schwing’s employment has not been terminated for Cause (as defined in the New Schwing Agreement) on or before December 31, 2007 and (ii) Mr. Schwing has not voluntarily terminated his employment prior to December 31, 2007, Local Insight will pay Mr. Schwing, after December 31, 2007 but not later than January 31, 2008, a stay bonus in the amount of $42,400. In addition, on the earlier to occur of January 31, 2008 or 10 business days following the termination of Mr. Schwing’s employment for any reason, Local Insight will deliver to Mr. Schwing a payment in the amount of $360,000, which is the aggregate severance benefit payable to Mr. Schwing pursuant the Prior Schwing Agreement. Mr. Schwing is also eligible to participate in such equity-based compensation plans and programs as may be adopted by Local Insight from time to time, at such level and in such amounts as may be determined in the sole discretion of the Board of Directors or Compensation Committee of Local Insight GP. The New Schwing Agreement does not have a specified term; Mr. Schwing’s employment with Local Insight is “at will.”

~~CBD MEDIA LLC~~2

~~By: /s/~~ Signature

~~DOUGLAS~~Pursuant A.to ~~MYERS~~the requirements of the Securities Exchange Act of 1934, as amended, the registrant, CBD Media LLC, has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Douglas~~Date: July A.6, ~~Myers~~2007

~~President~~CBD ~~and~~MEDIA ~~Chief Executive Officer~~LLC

3By: /s/ DOUGLAS A. MYERS

~~EXHIBIT~~Douglas ~~INDEX~~A. Myers

Exhibit No.	Description
2.1	Contribution Agreement dated as of December 11, 2006, by and among Local Insight Media, LLC, CBD Investor, Inc., Cincinnati Bell Inc. Holdings, the holders of equity securities of CBD Investor, Inc., the holders of Class C Units of CBD Media Holdings LLC, and the holders of equity securities of Local Insight Media, LLC.
99.1	Press release dated March 21, 2007.

President and Chief Executive Officer

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