-----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, T6aDVWV2WLSuR6Z0DOIWofcehc6nM5GRoWxA1XP6lUxifzR2K/gC4yCM/dJJ8AnJ VMyuWPs/DaFD7NzwqbV6LQ== 0000950152-03-007270.txt : 20030801 0000950152-03-007270.hdr.sgml : 20030801 20030801160524 ACCESSION NUMBER: 0000950152-03-007270 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030801 ITEM INFORMATION: Other events ITEM INFORMATION: Resignations of registrant's directors FILED AS OF DATE: 20030801 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: 03818235 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 l02481ae8vk.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: August 1, 2003 CINCINNATI BELL INC. (Exact name of registrant as specified in its charter) Ohio 31-1056105 (State or other jurisdiction 1-8519 (IRS Employer of incorporation) (Commission File Number) Identification No.) 201 East Fourth Street Cincinnati, Ohio (Address of principal executive 45202 offices) (Zip Code)
Registrant's telephone number, including area code: (513) 397-9900 FORM 8-K CINCINNATI BELL INC. ITEM 5. OTHER EVENTS. Cincinnati Bell Inc. announced on July 31, 2003 the election of Bruce L. Byrnes, vice chairman of the board and president of Global Beauty Care and Global Health Care of Procter and Gamble, to the Company's Board of Directors effective August 1, 2003. A copy of the Company's press release is attached as Exhibit 99.1 Cincinnati Bell Inc. announced that it will launch two exchange offers on Friday, August 1, 2003. Cincinnati Bell will offer to exchange shares of its common stock for all of the outstanding shares of 12 1/2% Series B Junior Exchangeable Preferred Stock of its BRCOM Inc. (f/k/a Broadwing Communications Inc.) subsidiary. It will also offer to exchange shares of its common stock for the entire outstanding aggregate principal amount of 9% Senior Subordinated Notes due 2008 of BRCOM. A copy of the Company's press release is attached as Exhibit 99.2 ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. Lawrence J. Bouman is resigning from the board of directors effective August 1, 2003. Bouman joined the board in 2001 when the scope of the company became national. He will pursue other board opportunities now that the company has returned to a local focus. 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: August 1, 2003 Exhibit Index
Exhibit No. Exhibit Page No. ----------- ------- -------- 99.1 Press Release of the Company dated July 31, 2003 99.2 Press Release of the Company dated August 1, 2003
EX-99.1 3 l02481aexv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 CINCINNATI BELL PRESS RELEASE FOR IMMEDIATE RELEASE Media Contact: Investor Contact: Libby Korosec Mike Hemsath 513.397.1589 513.397.7788 libby.korosec@cinbell.com MIKE.HEMSATH@CINBELL.COM CINCINNATI BELL ANNOUNCES CHANGES TO BOARD OF DIRECTORS Bruce L. Byrnes Elected and Lawrence J. Bouman Resigns CINCINNATI - July 31, 2003 - Cincinnati Bell Inc. (NYSE: CBB) today announced the election of Bruce L. Byrnes, (55) vice chairman of the board and president of Global Beauty Care and Global Health Care of Procter and Gamble, to the Company's Board of Directors effective August 1, 2003. "We are very pleased to have Bruce join our board of directors," stated Phil Cox, chairman of the board. "Procter and Gamble is a great company with an enviable record of financial and commercial success. Bruce's leadership in delivering innovation to build consumer, customer and shareholder value make him an outstanding addition to our board." Byrnes holds a B.A. from Princeton University. Prior to becoming vice chairman and president of Global Beauty and Global Health Care in 2002, his career includes several key positions within P&G, the most recent being president of global health care and corporate new ventures. -more- In addition, Lawrence J. Bouman is resigning from the board of directors effective August 1, 2003. Bouman joined the board in 2001 when the scope of the company became national. He will pursue other board opportunities now that the company has returned to a local focus. "We thank Larry for his significant business contributions including his valuable assistance throughout the company's restructuring," said Phil Cox, Cincinnati Bell's chairman. "We owe him a debt of gratitude for his service." ABOUT CINCINNATI BELL Cincinnati Bell is 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 third year in a row, by J.D. Power and Associates for 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. #### EX-99.2 4 l02481aexv99w2.txt EXHIBIT 99.2 Exhibit 99.2 PRESS RELEASE CINCINNATI BELL INC. Contact: Mike Hemsath 513.397.7788 mike.hemsath@cinbell.com CINCINNATI BELL INC. LAUNCHES EXCHANGE OFFERS FOR BRCOM PREFERRED STOCK AND 9% NOTES Offers set to expire at 5:00 p.m., New York City time, on Friday August 29, 2003 72.9% of BRCOM Preferred Stockholders and 94.0 % of BRCOM 9% Noteholders already committed CINCINNATI - August 1, 2003 - Cincinnati Bell Inc. (NYSE: CBB) announced today that it will launch two exchange offers on Friday, August 1, 2003. Cincinnati Bell will offer to exchange shares of its common stock for all of the outstanding shares of 12 1/2% Series B Junior Exchangeable Preferred Stock of its BRCOM Inc. (f/k/a Broadwing Communications Inc.) subsidiary. It will also offer to exchange shares of its common stock for the entire outstanding aggregate principal amount of 9% Senior Subordinated Notes due 2008 of BRCOM. Holders of BRCOM Preferred Stock will receive 35.8 shares of Cincinnati Bell common stock for each outstanding share of BRCOM Preferred Stock validly tendered. If all of the outstanding shares of BRCOM Preferred Stock are tendered, the company will issue 14,148,518 new shares of its common stock. Concurrently with the preferred stock exchange offer, Cincinnati Bell is also soliciting consents from holders to amend the certificate of designation under which the shares were issued to eliminate all voting rights and restrictive covenants. The preferred stock exchange offer is conditioned upon, among other things, the receipt of valid tenders and consents from holders of not less than 66 2/3% of the outstanding BRCOM Preferred Stock. As of July 30, 2003, holders of shares representing approximately 72.9% of BRCOM Preferred Stock have already agreed with Cincinnati Bell to tender their shares and give their consents. - more - If the preferred stock exchange offer and consent solicitation are completed, Cincinnati Bell will effect a merger of a newly-formed wholly owned subsidiary into BRCOM, in which any remaining shares of BRCOM Preferred Stock not tendered will be converted into the same number of shares of Cincinnati Bell common stock that the holders would have received if they tendered their shares in the exchange offer, unless the holders properly perfect appraisal rights under Delaware law. Holders of BRCOM 9% Notes will receive 241.06 shares of Cincinnati Bell common stock for each outstanding $1,000 aggregate principal amount of BRCOM 9% Notes validly tendered. If the entire outstanding aggregate principal amount of BRCOM 9% Notes are tendered, the company will issue 11,076,707 new shares of its common stock. Concurrently with the debt exchange offer, Cincinnati Bell is also soliciting consents from holders to amend the indenture under which the notes were issued to eliminate all restrictive covenants. The debt exchange offer is conditioned upon, among other things, the receipt of valid tenders from holders of not less than 95% of the outstanding BRCOM 9% Notes. As of July 30, 2003, holders of notes representing approximately 94.0% of the outstanding aggregate principal amount of BRCOM 9% Notes have already agreed with Cincinnati Bell to tender their notes. Both the preferred stock and debt exchange offers will expire at 5:00 p.m., New York City time, on Friday, August 29, 2003, unless extended. The terms and conditions of the exchange offers, and other important information, are contained in each of the company's Prospectus and Solicitation Statement for the preferred stock exchange offer and the debt exchange offer, both dated July 31, 2003. The dealer manager and solicitation agent for both exchange offers is Lehman Brothers Inc. Holders of BRCOM Preferred Stock or BRCOM 9% Notes may request additional copies of the Prospectus and Solicitation Statements, the related Letters of Transmittal by contacting Lehman Brothers at (800) 438-3242. Holders may also get copies of the Prospectus and Solicitation Statements at the Securities and Exchange Commissions' internet web site, www.sec.gov. 2 This press announcement is not an offer with respect to any securities or a solicitation of any kind. Such an offer or solicitation will be made only in compliance with all applicable securities laws. 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 third year in a row, by J.D. Power and Associates for 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, changes in the regulatory environment 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. 3 -----END PRIVACY-ENHANCED MESSAGE-----