UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

~~Pursuant~~August to17, ~~Section 13 or 15(d) of The Securities Exchange Act of 1934~~2012

August 15, 2012

Date of Report (Date of earliest event reported)

RDA HOLDING CO.

(Exact name of registrant as specified in its charter)

Delaware 333-170143-07 37-1537045



Delaware	333-170143-07	37-1537045
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

(State or other jurisdiction (Commission (IRS Employer



750 Third Avenue, New York, NY	10017
(Address of principal executive offices)	(Zip Code)

of incorporation) File Number) Identification No.)

750 Third Avenue New York, New York 10017

(Address of principal executive offices) (Zip Code)

(646) 293-6000

(Registrant'’s telephone number, including area code)

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))

Item 74.01 ~~Regulation~~Changes FDon ~~Disclosure~~Registrant’s Certifying Accountant.

a)On August 1517, 2012, RDA Holding Co. ~~posted a slide presentation containing information regarding expected changes to EBITDA performance in~~ (“the ~~second~~Company”) ~~half~~dismissed ofits ~~2012~~independent ~~versus~~registered ~~the~~public ~~second~~accounting ~~half of 2011~~firm, ~~which~~Ernst ~~the~~& ~~Company~~Young ~~believes~~LLP ~~will be helpful to investors~~(“E&Y”). The ~~full~~decision ~~text of the presentation is furnished as Exhibit 99.1~~ to ~~this~~change ~~Current~~independent ~~Report~~registered onpublic ~~Form~~accounting ~~8-K. The~~firms ~~slide~~was ~~presentation~~approved isby ~~also available on~~ the ~~company'~~Company’s ~~website,~~Audit ~~www.rda.com~~Committee, ~~under~~in consultation with the ~~“Investor~~Company’s ~~Relations”~~Board ~~section~~of Directors.

~~The~~E&Y’s ~~information~~reports inon ~~this~~the ~~Form~~Company’s ~~8-K~~consolidated ~~(including~~financial ~~Exhibit~~statements ~~99.1) shall not be deemed "filed"~~ for ~~purposes~~the offiscal ~~Section~~years 18ended ofDecember ~~the~~31, ~~Securities~~2010 ~~Exchange~~and ~~Act~~2011 ofdid ~~1934~~not ~~(the~~contain ~~"Exchange~~any ~~Act")~~adverse opinion or ~~otherwise~~disclaimer ~~subject to the liabilities~~ of ~~that section~~opinion, nor ~~shall~~were itthose bereports ~~deemed~~qualified ~~incorporated by reference in any filing under the Securities Act of 1933~~ or ~~the~~modified ~~Exchange Act, except~~ as ~~expressly~~to ~~set~~uncertainty, ~~forth~~audit byscope ~~specific~~or ~~reference~~accounting ~~in such a filing~~principles.

During the Company’s two most recent fiscal years ended December 31, 2010 and 2011, subsequent interim periods through June 30, 2012, and the subsequent period through the date of dismissal, there were no disagreements with E&Y on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures that, if not resolved to the satisfaction of E&Y, would have caused it to make reference to the matter in its reports on the Company’s financial statements.

The Company requested E&Y to furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The requested letter has been furnished and is filed herewith as Exhibit 16.1.

b)On August 17, 2012, the Company engaged PricewaterhouseCoopers LLP (“PWC”) as its independent registered public accounting firm. During the two most recent fiscal years and the interim periods through the date of engagement of PWC, the Company (or someone acting on its behalf) did not consult PWC regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on the Company's financial statements, (iii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iv) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Power Point slide presentation - Supplemental Financial Material.
16.1	Letter from Ernst & Young, dated August 22, 2012 regarding change in certifying accountant.

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.

RDA Holding Co.



	RDA Holding Co.


	/s/ Paul R. Tomkins
	Name: Paul R. Tomkins
	Title: Executive Vice President and Chief Financial Officer
Date: August 22, 2012

/s/ Andrea Newborn

Name: Andrea Newborn

Title: Senior Vice President, General Counsel and Secretary

Date: August 15, 2012

EXHIBIT INDEX

Exhibit No. Description



Exhibit No.	Description
16.1	Letter from Ernst & Young, dated August 22, 2012 regarding change in certifying accountant.

99.1 Power Point slide presentation - Supplemental Financial Material.

Filing Compare · RDA Holding Co.