-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wz5G9Bt7D9pN16cQ8khpv+j744YjqBLdmnIvlee9I5LeH5V3OXLJn/Y5L491Pi1U bo/slVz6alP/Uq9LdsN48w== 0000950152-03-006300.txt : 20030624 0000950152-03-006300.hdr.sgml : 20030624 20030624151403 ACCESSION NUMBER: 0000950152-03-006300 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030624 ITEM INFORMATION: Other events FILED AS OF DATE: 20030624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINCINNATI BELL INC CENTRAL INDEX KEY: 0000716133 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 311056105 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08519 FILM NUMBER: 03755070 BUSINESS ADDRESS: STREET 1: 201 E FOURTH ST 102 732 CITY: CINCINNATI STATE: OH ZIP: 45201 BUSINESS PHONE: 5133979900 MAIL ADDRESS: STREET 1: P O BOX 2301 CITY: CINCINNATI STATE: OH ZIP: 45201 FORMER COMPANY: FORMER CONFORMED NAME: BROADWING INC DATE OF NAME CHANGE: 20000512 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI BELL INC /OH/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CBI INC DATE OF NAME CHANGE: 19830814 8-K 1 l01576ae8vk.txt CINCINNATI BELL INC. 8-K 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: June 24, 2003 CINCINNATI BELL INC. (Exact name of registrant as specified in its charter) Ohio 1-8519 31-1056105 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 201 East Fourth Street Cincinnati, Ohio 45202 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (513) 397-9900 FORM 8-K CINCINNATI BELL INC. ITEM 5. OTHER EVENT. Cincinnati Bell Inc. (NYSE: CBB) issued a Press Release on June 23, 2003 announcing that with the closing of the sale of the broadband business effective June 13, 2003, the Company and Mr. Mooney have agreed to extend the termination provision of his contract until August 31, 2003. A copy of the press release is attached as Exhibit 99.1. A copy of Mr. Mooney's amended employment contract is attached as Exhibit 99.2 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. CINCINNATI BELL INC. By: /s/ Jeffrey C. Smith ------------------------------- Jeffrey C. Smith Chief Human Resources Officer, General Counsel and Corporate Secretary Date: June 24, 2003 Exhibit Index Exhibit No. Exhibit Page No. ----------- ------- -------- 99.1 Press Release dated June 23, 2003 99.2 Third Amendment to Employment Agreement dated June 20, 2003. EX-99.1 3 l01576aexv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 CINCINNATI BELL INC. PRESS RELEASE Investor contact: Media contact: - ----------------- -------------- Mike Hemsath Thomas Osha 513.397.7788 513.397.7316 mike.hemsath@cinbell.com tom.osha@cinbell.com CINCINNATI BELL INC. AMENDS AGREEMENT WITH CEO CINCINNATI - June 23, 2003 -- Cincinnati Bell Inc. (NYSE: CBB) today announced that it has amended the employment agreement between the Company and its chief executive officer, Kevin Mooney. On February 3, 2003, the Company amended the employment contracts of CEO, Kevin Mooney, and three other senior executives to establish incentives for their retention through the period of the Company's restructuring, particularly the sale of the broadband business of Broadwing Communications Inc. and amendment of the Company's credit facilities. A provision of Mr. Mooney's agreement provided for a 7-day period, commencing with the closing of the sale of the broadband business, under which he could elect to terminate his employment agreement. With the closing of the sale of the broadband business effective June 13, 2003, the Company and Mr. Mooney have agreed to extend the termination provision of his contract until August 31, 2003. With the majority of the elements of the Company's restructuring successfully completed, the Board of Directors will turn its attention to the corporate structure and management necessary to operate the company going forward. # # # ABOUT CINCINNATI BELL INC. Cincinnati Bell Inc. (NYSE: CBB) is parent to one of the nation's most respected and best performing local exchange and wireless providers with a legacy of unparalleled customer service excellence. The company was recently ranked number one in customer satisfaction, for the second year in a row, by J.D. Power and Associates for local residential telephone service and residential long distance among mainstream users. Cincinnati Bell provides a wide range of telecommunications products and services to residential and business customers in Ohio, Kentucky and Indiana. Cincinnati Bell is headquartered in Cincinnati, Ohio. For more information, visit www.cincinnatibell.com. Note: Information included in this news release contains forward-looking statements that involve potential risks and uncertainties. Cincinnati Bell's future results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, Cincinnati Bell's ability to maintain its market position in communications services, general economic trends affecting the purchase of telecommunication services, world and national events that may affect the ability to provide services, and its ability to develop and launch new products and services. More information on potential risks and uncertainties is available in the company's recent filings with the Securities and Exchange Commission, including the 2002 Form 10-K for Cincinnati Bell Inc. EX-99.2 4 l01576aexv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 Third Amendment to Employment Agreement Between Cincinnati Bell Inc. and Kevin W. Mooney The Employment Agreement, in full force and effect as of the date hereof, between Cincinnati Bell Inc. (formerly known as Broadwing Inc.), an Ohio corporation (the "Employer"), and Kevin W. Mooney (the "Employee") with an Effective Date of December 31, 1998, as amended as of September 20, 2002 and February 3, 2003 (the "Employment Agreement"), is hereby amended as follows as of June 20, 2003: 1. The second sentence in Section 13.D is deleted and replaced with the following two sentences: The parties acknowledge and agree that for purposes of the Employment Agreement, the "Completion of the Success Plan" (as defined in Section 4.D) occurred on June 13, 2003. Employee may terminate this Agreement by written notice to Employer at any time prior to August 31, 2003. 2. All capitalized terms used in this Amendment shall have the meaning ascribed to them in the Employment Agreement and all other terms and conditions of the Employment Agreement not specifically amended herein shall remain in full force and effect as previously agreed upon by the parties. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to be effective as of the day and year first above written. Cincinnati Bell Inc. KEVIN W. MOONEY /s/ Phillip R. Cox /s/ Kevin W. Mooney - ------------------------------ -------------------------- Name: Phillip R. Cox Title: Chairman of the Board of Directors -----END PRIVACY-ENHANCED MESSAGE-----