8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) December 15, 2005

CINCINNATI BELL INC.

(Exact Name of Registrant as Specified in Its Charter)

Ohio (State or Other Jurisdiction of Incorporation)

1-8519	31-1056105
(Commission File Number)	(IRS Employer Identification No.)
201 East Fourth Street	45202
(Address of Principal Executive Offices)	(Zip Code)

(513) 397-9900 (Registrant’s Telephone Number, Including Area Code)

(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):

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

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

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

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

Form 8-K Cincinnati Bell Inc.

Section 1 — Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

Exercise of Put — Cincinnati Bell Wireless LLC

     On December 15, 2005, Cincinnati Bell Inc. (the “Company”) received notice from New Cingular Wireless PCS, LLC (“Cingular”) that Cingular was exercising its put right pursuant to Section 7.4(c) of the Operating Agreement of Cincinnati Bell Wireless LLC (“CBW”) to require the Company to purchase Cingular’s 19.9% membership interest in CBW. CBW is a joint venture, 80.1% owned by the Company, providing wireless services in Cincinnati and Dayton, Ohio.

     Pursuant to the terms of the CBW Operating Agreement, the purchase price for Cingular’s 19.9% interest is $83.0 million plus interest accreting daily after January 31, 2006 through the closing date at an annual rate of 5% compounding monthly. Unless otherwise agreed by the parties, the closing of this purchase is to occur sixty days from the date of notice or February 13, 2006. The Company expects to fund the purchase through operating cash flow and/or existing credit facilities.

     The December 15, 2005 notice from Cingular to the Company is attached as an exhibit to this Form 8-K.

Amendment to Employment Agreement

     On December 15, 2005, the Company and Michael W. Callaghan entered into an amendment to his existing employment agreement. The material terms of this amendment are to continue his employment as Senior Vice President, Corporate Development, to provide that Mr. Callaghan may terminate the agreement upon written notice to the Company at any time between December 26, 2006 and December 31, 2006, and to provide that upon a termination of his employment by the Company or him, that within five business days thereafter Mr. Callaghan will receive a lump sum payment equal to two times his base salary rate plus his bonus target as in effect at the time of termination.

     The December 15, 2005 amendment to Mr. Callaghan’s employment agreement is attached as an exhibit to this Form 8-K.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

     (c)  Exhibits

Exhibit		Description
	10.1	December 15, 2005 notice from New Cingular Wireless PCS, LLC to the Company pursuant to Section 7.4(c) of the Operating Agreement of Cincinnati Bell Wireless LLC dated as of December 31, 1998, and as amended on October 16, 2003, August 4, 2004 and February 14, 2005, by and among New Cingular Wireless PCS (f/k/a AT&T Wireless PCS, LLC), New Cingular Wireless Services, Inc. (f/k/a AT&T Wireless Services, Inc.), Cincinnati Bell Wireless Holdings LLC, Cincinnati Bell, Inc. and Cingular Wireless LLC

2

10.2 December 15, 2005 amendment to employment agreement between the Company and Michael W. Callaghan

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, General Counsel and Secretary

Date: December 21, 2005

3

EX-10.1

Exhibit 10.1

[CINGULAR WIRELESS LOGO]

Sean Foley • Vice President & Treasurer • phone 404.236.6200 • fax 404.236.6205

December 15, 2005

Via Fax and Overnight Courier

Mr. Kevin Sullivan
Cincinnati Bell, Inc.
c/o Cincinnati Bell Wireless Holdings LLC
201 E. Fourth Street, 102-785
Cincinnati, OH 45201
Fax: 513-651-0638

Re: Cincinnati Bell Wireless LLC — Exercise of Put Dear

Mr. Sullivan:

This letter constitutes a written demand under Section 7.4(c) of the Operating Agreement of Cincinnati Bell Wireless LLC (“CBW”), dated as of December 31,1998, and as amended on October 16, 2003, August 4, 2004, and February 14, 2005 (collectively, the “Operating Agreement”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Operating Agreement.

New Cingular Wireless PCS, LLC (f/k/a AT&T Wireless PCS, LLC) (“AT&T PCS”), hereby exercises the Put and demands that CBI (on behalf of itself and/or its Affiliates) purchase all of the Interests of the AT&T PCS Member Group for a cash purchase, payable by wire transfer in immediately available funds, in an amount equal to $83.0 million dollars accreting daily at an annual rate of 5% compounding monthly after January 31, 2006 to and including the date of the closing of the transfer. We hereby specify that the closing date of the transfer shall occur sixty (60) days from the date of this Put Notice, or February 13, 2006.

Sincerely,

New Cingular Wireless PCS, LLC (f/k/a AT&T Wireless PCS, LLC)

By:	/s/ Sean P. Foley
	Name:	Sean P. Foley
	Title:	VP, Treasurer and Corp. Dev.

cc:	Cincinnati Bell, Inc.
	201 E. Fourth Street, 102-715
	Cincinnati, Ohio 45201
	Attn: General Counsel
	Fax: 513-721-7358

Cingular Wireless • 5565 Glenridge Connector • Suite 1800 • Atlanta, GA 30342

EX-10.2

Exhibit 10.2

Amendment No. 4 to Employment Agreement
Between
Cincinnati Bell Inc. and Michael W. Callaghan

     The Employment Agreement between Cincinnati Bell Inc., an Ohio corporation (the “Employer”) and Michael W. Callaghan (the “Employee”) with an Effective Date of December 4, 2001, as amended on February 3, 2003, October 22, 2003 and December 3, 2004 (the “Employment Agreement”), is hereby further amended as of December 15, 2005.

1.	Section 3.A, as amended on December 3, 2004, is hereby further amended by deleting the second paragraph in its entirety.
2.	The second sentence of Section 13.D, as amended on February 3, 2003, October 22, 2003 and December 3, 2004, is hereby deleted in its entirety and replaced with the following:

Employee may terminate this Agreement by written notice to Employer at any time within the period between December 26, 2006 and December 31, 2006.

3. The third, fourth, and fifth sentences of Section 13.D, as amended on December 3, 2004, are hereby deleted in their entirety and replaced with the following:

In the event of a termination by Employer or Employee under this Section 13.D, Employer shall, within five business days after such termination, pay Employee an amount equal to two times the sum of the annual Base Salary rate in effect at the time of termination plus Bonus target in effect at the time of termination.

     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.

CINCINNATI BELL INC.	MICHAEL W. CALLAGHAN
/s/ John F. Cassidy	/s/ Michael W. Callaghan