-----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, IIHd1pj/iW0BI1wypVS4qVR0CpQzIs9+O1dEOiq/Wljb7j9Ah+dYQCoLXpMWJin6 te5aPnn2jJU2ggx5ovC40A== 0000950152-03-008023.txt : 20030902 0000950152-03-008023.hdr.sgml : 20030901 20030902145538 ACCESSION NUMBER: 0000950152-03-008023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030902 ITEM INFORMATION: Other events FILED AS OF DATE: 20030902 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: 03876135 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 l02874ae8vk.txt CINCINNATI BELL INC. | FORM 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: September 2, 2003 CINCINNATI BELL INC. (Exact name of registrant as specified in its charter) Ohio 1-8519 31-1056105 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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 EVENTS. Cincinnati Bell Inc. announced today that it completed its exchange offers in which 99.3% of the holders of 12 1/2% Series B Junior Exchangeable Preferred Stock of its BRCOM Inc. (f/k/a Broadwing Communications Inc.) subsidiary have exchanged their shares for Cincinnati Bell common stock and 99.9% of the holders of BRCOM's 9% Senior Subordinated Notes have exchanged their notes for Cincinnati Bell common stock. Both exchange offers closed on Friday, August 29, 2003. A copy of the Company's press release is attached as Exhibit 99.1 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/ Christopher J. Wilson ---------------------------------- Christopher J. Wilson Vice President and General Counsel Date: September 2, 2003 Exhibit Index Exhibit No. Exhibit Page No. - ----------- ------- -------- 99.1 Press Release of the Company dated September 2, 2003 EX-99.1 3 l02874aexv99w1.txt EX-99.1 PRESS RELEASE Exhibit 99.1 CINCINNATI BELL INC. PRESS RELEASE Contact: - -------- Mike Hemsath 513.397.7788 mike.hemsath@cinbell.com CINCINNATI BELL COMPLETES EXCHANGE OFFERS FOR BRCOM PREFERRED STOCK AND BRCOM 9%NOTES 99.3% of BRCOM Preferred Stock holders and 99.9% of BRCOM 9% Note holders participate in exchange CINCINNATI - September 2, 2003 - Cincinnati Bell Inc. (NYSE: CBB) announced today that it completed its exchange offers in which 99.3% of the holders of 12 1/2% Series B Junior Exchangeable Preferred Stock of its BRCOM Inc. (f/k/a Broadwing Communications Inc.) subsidiary have exchanged their shares for Cincinnati Bell common stock and 99.9% of the holders of BRCOM's 9% Senior Subordinated Notes have exchanged their notes for Cincinnati Bell common stock. Both exchange offers closed on Friday, August 29, 2003. In connection with the exchanges, the requisite number of Preferred Stock holders and Note holders consented to amendments eliminating the restrictive covenants and any voting rights from the respective instruments under which their Stock or Notes were issued. The 12 1/2% Certificate of Designation and the 9% Indenture were accordingly amended on Friday to eliminate these provisions. Cincinnati Bell also expects shortly to complete a subsidiary level merger in which any remaining shares of BRCOM Preferred Stock will be converted into the same number of shares of Cincinnati Bell common stock that the holders would have received had they tendered their shares in the exchange offer, subject to any exercise of properly perfected appraisal rights under Delaware law. - more- 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. ### 2 -----END PRIVACY-ENHANCED MESSAGE-----