<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 1996
REGISTRATION STATEMENT NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
Form S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
------------------------------------
CINCINNATI BELL INC.
(Exact name of Registrant as specified in its charter)
OHIO 31-1056105
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
201 EAST FOURTH STREET, CINCINNATI, OHIO 45202 (513) 397-9900
(Address, including zip code and telephone number, including area code, of
registrant's principal executive office)
------------------------------------
WILLIAM H. ZIMMER III, SECRETARY AND TREASURER,
CINCINNATI BELL INC., 201 EAST FOURTH STREET,
CINCINNATI, OHIO 45202 (513)397-9900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------------
Please send copies of all communications to:
WILLIAM D. BASKETT III, ESQ. ALLAN G. SPERLING, ESQ.
Frost & Jacobs Cleary, Gottlieb, Steen & Hamilton
201 East Fifth Street One Liberty Plaza
Cincinnati, Ohio 45202 New York, New York 10006-1470
(513) 651-6800 (212) 225-2000
------------------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of the Registration Statement as determined by
market conditions.
------------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X]
333-13699
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, $1.00 par value(3)............... 550,000 $55.31 $30,420,500 $9,218.33
- -----------------------------------------------------------------------------------------------------------------------
Common Shares, $1.00 par value(4)............... 460,000 $55.31 $25,442,600 $7,719.88
========================================================================================================================
<FN>
(1) Includes 110,000 Common Shares to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended, based on
the average of the high and low trading prices of the Common Shares on the
New York Stock Exchange on November 11, 1996.
(3) Common Shares which may be delivered by Salomon Inc pursuant to the terms of
certain exchangeable notes which may be offered by Salomon Inc as described
herein.
(4) Common Shares which may be offered by Bankers Trust Company as Trustee under
the Cincinnati Bell Pension Plans Trust.
</TABLE>
================================================================================
<PAGE> 2
This registration statement is being filed with respect to the registration
of additional securities for an offering pursuant to Rule 462(b)(3) under the
Securities Act of 1933, as amended. The contents of the earlier effective
registration statement (file no. 333-13699) are incorporated in this
registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Cincinnati, State of Ohio on the 14th day of November,
1996.
CINCINNATI BELL INC.
By: /s/ BRIAN C. HENRY
-------------------------------------
Brian C. Henry
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated below.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ------------------------------------ ------------------
<C> <S> <C>
JOHN T. LAMACCHIA* Principal Executive Officer; November 14, 1996
- ------------------------------------- President, Chief Executive Officer
John T. LaMacchia and Director
BRIAN C. HENRY* Principal Accounting and Financial November 14, 1996
- ------------------------------------- Officer; Executive Vice President
Brian C. Henry and Chief Financial Officer
JOHN F. BARRETT* Director November 14, 1996
- -------------------------------------
John F. Barrett
PHILLIP R. COX* Director November 14, 1996
- -------------------------------------
Phillip R. Cox
WILLIAM A. FRIEDLANDER* Director November 14, 1996
- -------------------------------------
William A. Friedlander
ROBERT P. HUMMEL, M.D.* Director November 14, 1996
- -------------------------------------
Robert P. Hummel, M.D.
JAMES D. KIGGEN* Director November 14, 1996
- -------------------------------------
James D. Kiggen
JAMES F. ORR* Director November 14, 1996
- -------------------------------------
James F. Orr
CHARLES S. MECHEM, JR.* Director and Chairman of the Board November 14, 1996
- -------------------------------------
Charles S. Mechem, Jr.
MARY D. NELSON* Director November 14, 1996
- -------------------------------------
Mary D. Nelson
DAVID B. SHARROCK* Director November 14, 1996
- -------------------------------------
David B. Sharrock
</TABLE>
*By /s/ BRIAN C. HENRY November 14, 1996
--------------------------------------------
Brian C. Henry
as attorney-in-fact and on his behalf
as Executive Vice President and
Chief Financial Officer
<PAGE> 4
EXHIBIT INDEX
EXHIBIT NO. TITLE OF EXHIBIT
- ----------- -----------------------------------------------------------------
5.1 Opinion of Frost & Jacobs, counsel for Cincinnati Bell, as to the
legality of the Common Shares being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Frost & Jacobs is contained in opinion of counsel
filed as Exhibit 5.1.
24.1 Powers of Attorney executed by directors and officers.
<PAGE> 1
Exhibit 5.1
[Frost and Jacobs Letterhead]
November 14, 1996
(513) 651-6800
Cincinnati Bell Inc.
201 East Fourth Street
Cincinnati, Ohio 45202
Ladies and Gentlemen:
We are counsel for Cincinnati Bell Inc. (the "Company") and are acting
as such in connection with the registration of an additional 1,010,000 of the
Company's common shares, par value $1.00 per share (the "Common Shares"), under
the Securities Act of 1933, as amended, on a Form S-3 Registration Statement
(the "Registration Statement") filed pursuant to Rule 462(b) in connection with
the Registration Statement on Form S-3 (File No. 13699) declared effective on
November 14, 1996 at 4 p.m.
With respect to the Common Shares registered pursuant to the
Registration Statement as filed (and as it may be amended), this is to advise
that it is our opinion that the Company is duly organized as an Ohio corporation
and is in good standing, and that the Common Shares to be registered, when sold,
will be validly issued, fully paid and non-assessable under the laws of the
State of Ohio.
We hereby give our written consent to the filing of this opinion as an
Exhibit to the Registration Statement and to the use of our name wherever it
appears in such Registration Statement.
Very truly yours,
/s/ Frost & Jacobs
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
on Form S-3 of our report dated February 14, 1996 on our audits of the
consolidated financial statements and financial statement schedules of
Cincinnati Bell, Inc. and subsidiaries as of December 31, 1995 and 1994 and for
each of the three years in the period ended December 31, 1995. We also consent
to the reference to our firm under the caption "Experts."
/s/ COOPERS & LYBRAND L.L.P.
Cincinnati, Ohio
November 13, 1996
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations thereunder, a Registration Statement on Form S-3 with respect to the
Company's common shares, par value $1.00 per share, (i) which will be required
to be delivered by Salomon Inc. pursuant to the terms of its Exchangeable Notes,
which common shares Salomon will receive from The Western and Southern Life
Insurance Company or its affiliates, and (ii) which will be offered by Bankers
Trust Company as trustee under the Cincinnati Bell Pension Plans Trust; and
WHEREAS, the undersigned is an officer and a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Brian
C. Henry, William H. Zimmer III, William D. Baskett III, and each of them
individually, his attorneys-in-fact, for him and in his name, place and stead
and in his office and capacity with the Company, to execute and file such
Registration Statement and additional Registration Statements, and to file the
same with all exhibits thereto, and other documents in connection therewith, and
thereafter to execute and file any amendments or supplements thereto, with the
Securities and Exchange Commission, hereby granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact may or shall lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16
day of September, 1996.
/s/ John T. LaMacchia
-------------------------------------------
John T. LaMacchia, Chief Executive Officer,
President and Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 16 day of September, 1996, personally appeared before me, John
T. LaMacchia, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for purposes therein expressed.
Witness my hand and official seal this 16 day of September, 1996.
/s/ Mary Janet Edwards
-------------------------
Notary Public
<PAGE> 2
Exhibit 24.1
POWER OF ATTORNEY
WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations thereunder, a Registration Statement on Form S-3 with respect to the
Company's common shares, par value $1.00 per share, (i) which will be required
to be delivered by Salomon Inc. pursuant to the terms of its Exchangeable Notes,
which common shares Salomon will receive from The Western and Southern Life
Insurance Company or its affiliates, and (ii) which will be offered by Bankers
Trust Company as trustee under the Cincinnati Bell Pension Plans Trust; and
WHEREAS, the undersigned is an officer of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Brian
C. Henry, William H. Zimmer III, William D. Baskett III, and each of them
individually, his attorneys-in-fact, for him and in his name, place and stead
and in his office and capacity with the Company, to execute and file such
Registration Statement and additional Registration Statements, and to file the
same with all exhibits thereto, and other documents in connection therewith, and
thereafter to execute and file any amendments or supplements thereto, with the
Securities and Exchange Commission, hereby granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact may or shall lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16
day of September, 1996.
/s/ Brian C. Henry
-----------------------
Brian C. Henry, Executive Vice President and
Chief Financial Officer
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 16 day of September, 1996, personally appeared before me, Brian
C. Henry, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for purposes therein expressed.
Witness my hand and official seal this 16 day of September, 1996.
/s/ Mary Janet Edwards
----------------------------
Notary Public
<PAGE> 3
Exhibit 24.1
POWER OF ATTORNEY
WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations thereunder, a Registration Statement on Form S-3 with respect to the
Company's common shares, par value $1.00 per share, (i) which will be required
to be delivered by Salomon Inc. pursuant to the terms of its Exchangeable Notes,
which common shares Salomon will receive from The Western and Southern Life
Insurance Company or its affiliates, and (ii) which will be offered by Bankers
Trust Company as trustee under the Cincinnati Bell Pension Plans Trust; and
WHEREAS, the undersigned is an officer and a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Brian
C. Henry, William H. Zimmer III, William D. Baskett III, and each of them
individually, his attorneys-in-fact, for him and in his name, place and stead
and in his office and capacity with the Company, to execute and file such
Registration Statement and additional Registration Statements, and to file the
same with all exhibits thereto, and other documents in connection therewith, and
thereafter to execute and file any amendments or supplements thereto, with the
Securities and Exchange Commission, hereby granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact may or shall lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16
day of September, 1996.
/s/ Charles S. Mechem, Jr.
--------------------------------
Charles S. Mechem, Jr., Chairman of the Board
and Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 16 day of September, 1996, personally appeared before me,
Charles S. Mechem, Jr., to me known and known to me to be the person described
in and who executed the foregoing instrument, and he duly acknowledged to me
that he executed and delivered the same for purposes therein expressed.
Witness my hand and official seal this 16 day of September, 1996.
/s/ Mary Janet Edwards
----------------------------
Notary Public
<PAGE> 4
Exhibit 24.1
POWER OF ATTORNEY
WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations thereunder, a Registration Statement on Form S-3 with respect to the
Company's common shares, par value $1.00 per share, (i) which will be required
to be delivered by Salomon Inc. pursuant to the terms of its Exchangeable Notes,
which common shares Salomon will receive from The Western and Southern Life
Insurance Company or its affiliates, and (ii) which will be offered by Bankers
Trust Company as trustee under the Cincinnati Bell Pension Plans Trust; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Brian
C. Henry, William H. Zimmer III, William D. Baskett III, and each of them
individually, his attorneys-in-fact, for him and in his name, place and stead
and in his office and capacity with the Company, to execute and file such
Registration Statement and additional Registration Statements, and to file the
same with all exhibits thereto, and other documents in connection therewith, and
thereafter to execute and file any amendments or supplements thereto, with the
Securities and Exchange Commission, hereby granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact may or shall lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16
day of September, 1996.
/s/ John F. Barrett
--------------------------
John F. Barrett, Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 16 day of September, 1996, personally appeared before me, John
F. Barrett, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for purposes therein expressed.
Witness my hand and official seal this 16 day of September, 1996.
/s/ Mary Janet Edwards
---------------------------
Notary Public
<PAGE> 5
Exhibit 24.1
POWER OF ATTORNEY
WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations thereunder, a Registration Statement on Form S-3 with respect to the
Company's common shares, par value $1.00 per share, (i) which will be required
to be delivered by Salomon Inc. pursuant to the terms of its Exchangeable Notes,
which common shares Salomon will receive from The Western and Southern Life
Insurance Company or its affiliates, and (ii) which will be offered by Bankers
Trust Company as trustee under the Cincinnati Bell Pension Plans Trust; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Brian
C. Henry, William H. Zimmer III, William D. Baskett III, and each of them
individually, his attorneys-in-fact, for him and in his name, place and stead
and in his office and capacity with the Company, to execute and file such
Registration Statement and additional Registration Statements, and to file the
same with all exhibits thereto, and other documents in connection therewith, and
thereafter to execute and file any amendments or supplements thereto, with the
Securities and Exchange Commission, hereby granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact may or shall lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16
day of September, 1996.
/s/ Phillip R. Cox
-------------------------
Phillip R. Cox, Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 16 day of September, 1996, personally appeared before me,
Phillip R. Cox, to me known and known to me to be the person described in and
who executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for purposes therein expressed.
Witness my hand and official seal this 16 day of September, 1996.
/s/ Mary Janet Edwards
----------------------------
Notary Public
<PAGE> 6
Exhibit 24.1
POWER OF ATTORNEY
WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations thereunder, a Registration Statement on Form S-3 with respect to the
Company's common shares, par value $1.00 per share, (i) which will be required
to be delivered by Salomon Inc. pursuant to the terms of its Exchangeable Notes,
which common shares Salomon will receive from The Western and Southern Life
Insurance Company or its affiliates, and (ii) which will be offered by Bankers
Trust Company as trustee under the Cincinnati Bell Pension Plans Trust; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Brian
C. Henry, William H. Zimmer III, William D. Baskett III, and each of them
individually, his attorneys-in-fact, for him and in his name, place and stead
and in his office and capacity with the Company, to execute and file such
Registration Statement and additional Registration Statements, and to file the
same with all exhibits thereto, and other documents in connection therewith, and
thereafter to execute and file any amendments or supplements thereto, with the
Securities and Exchange Commission, hereby granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact may or shall lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16
day of September, 1996.
/s/ William A. Friedlander
-----------------------------------
William A. Friedlander, Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 16 day of September, 1996, personally appeared before me,
William A. Friedlander, to me known and known to me to be the person described
in and who executed the foregoing instrument, and he duly acknowledged to me
that he executed and delivered the same for purposes therein expressed.
Witness my hand and official seal this 16 day of September, 1996.
/s/ Mary Janet Edwards
--------------------------
Notary Public
<PAGE> 7
Exhibit 24.1
POWER OF ATTORNEY
WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations thereunder, a Registration Statement on Form S-3 with respect to the
Company's common shares, par value $1.00 per share, (i) which will be required
to be delivered by Salomon Inc. pursuant to the terms of its Exchangeable Notes,
which common shares Salomon will receive from The Western and Southern Life
Insurance Company or its affiliates, and (ii) which will be offered by Bankers
Trust Company as trustee under the Cincinnati Bell Pension Plans Trust; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Brian
C. Henry, William H. Zimmer III, William D. Baskett III, and each of them
individually, his attorneys-in-fact, for him and in his name, place and stead
and in his office and capacity with the Company, to execute and file such
Registration Statement and additional Registration Statements, and to file the
same with all exhibits thereto, and other documents in connection therewith, and
thereafter to execute and file any amendments or supplements thereto, with the
Securities and Exchange Commission, hereby granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact may or shall lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16
day of September, 1996.
/s/ Robert P. Hummel, M.D.
----------------------------------
Robert P. Hummel, M.D., Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 16 day of September, 1996, personally appeared before me, Robert
P. Hummel, M. D., to me known and known to me to be the person described in and
who executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for purposes therein expressed.
Witness my hand and official seal this 16 day of September, 1996.
/s/ Mary Janet Edwards
--------------------------
Notary Public
<PAGE> 8
Exhibit 24.1
POWER OF ATTORNEY
WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations thereunder, a Registration Statement on Form S-3 with respect to the
Company's common shares, par value $1.00 per share, (i) which will be required
to be delivered by Salomon Inc. pursuant to the terms of its Exchangeable Notes,
which common shares Salomon will receive from The Western and Southern Life
Insurance Company or its affiliates, and (ii) which will be offered by Bankers
Trust Company as trustee under the Cincinnati Bell Pension Plans Trust; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Brian
C. Henry, William H. Zimmer III, William D. Baskett III, and each of them
individually, his attorneys-in-fact, for him and in his name, place and stead
and in his office and capacity with the Company, to execute and file such
Registration Statement and additional Registration Statements, and to file the
same with all exhibits thereto, and other documents in connection therewith, and
thereafter to execute and file any amendments or supplements thereto, with the
Securities and Exchange Commission, hereby granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact may or shall lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16
day of September, 1996.
/s/ James D. Kiggen
--------------------------
James D. Kiggen, Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 16 day of September, 1996, personally appeared before me, James
D. Kiggen, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for purposes therein expressed.
Witness my hand and official seal this 16 day of September, 1996.
/s/ Mary Janet Edwards
--------------------------
Notary Public
<PAGE> 9
Exhibit 24.1
POWER OF ATTORNEY
WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations thereunder, a Registration Statement on Form S-3 with respect to the
Company's common shares, par value $1.00 per share, (i) which will be required
to be delivered by Salomon Inc. pursuant to the terms of its Exchangeable Notes,
which common shares Salomon will receive from The Western and Southern Life
Insurance Company or its affiliates, and (ii) which will be offered by Bankers
Trust Company as trustee under the Cincinnati Bell Pension Plans Trust; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Brian
C. Henry, William H. Zimmer III, William D. Baskett III, and each of them
individually, her attorneys-in-fact, for her and in her name, place and stead
and in her office and capacity with the Company, to execute and file such
Registration Statement and additional Registration Statements, and to file the
same with all exhibits thereto, and other documents in connection therewith, and
thereafter to execute and file any amendments or supplements thereto, with the
Securities and Exchange Commission, hereby granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact may or shall lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 16
day of September, 1996.
/s/ Mary D. Nelson
-------------------------
Mary D. Nelson, Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 16 day of September, 1996, personally appeared before me, Mary
D. Nelson, to me known and known to me to be the person described in and who
executed the foregoing instrument, and she duly acknowledged to me that she
executed and delivered the same for purposes therein expressed.
Witness my hand and official seal this 16 day of September, 1996.
/s/ Mary Janet Edwards
---------------------------
Notary Public
<PAGE> 10
Exhibit 24.1
POWER OF ATTORNEY
WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations thereunder, a Registration Statement on Form S-3 with respect to the
Company's common shares, par value $1.00 per share, (i) which will be required
to be delivered by Salomon Inc. pursuant to the terms of its Exchangeable Notes,
which common shares Salomon will receive from The Western and Southern Life
Insurance Company or its affiliates, and (ii) which will be offered by Bankers
Trust Company as trustee under the Cincinnati Bell Pension Plans Trust; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Brian
C. Henry, William H. Zimmer III, William D. Baskett III, and each of them
individually, his attorneys-in-fact, for him and in his name, place and stead
and in his office and capacity with the Company, to execute and file such
Registration Statement and additional Registration Statements, and to file the
same with all exhibits thereto, and other documents in connection therewith, and
thereafter to execute and file any amendments or supplements thereto, with the
Securities and Exchange Commission, hereby granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact may or shall lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16
day of September, 1996.
/s/ David B. Sharrock
----------------------------
David B. Sharrock, Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 16 day of September, 1996, personally appeared before me, David
B. Sharrock, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for purposes therein expressed.
Witness my hand and official seal this 16 day of September, 1996.
/s/ Mary Janet Edwards
--------------------------
Notary Public
<PAGE> 11
EXHIBIT 24.1
POWER OF ATTORNEY
WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations thereunder, a Registration Statement on Form S-3 with respect to
the Company's common shares, par value $1.00 per share, which will be required
to be delivered by Salomon Inc. pursuant to the terms of its Exchangeable
Notes, which common shares Salomon will receive from The Western and Southern
Life Insurance Company or its affiliates; and
WHEREAS, the undersigned is an officer and a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Brian
C. Henry, William H. Zimmer III, William D. Baskett III, and each of them
individually, his attorneys-in-fact, for him and in his name, place and stead
and in his office and capacity with the Company, to execute and file such
Registration Statement and additional Registration Statements, and to file the
same with all exhibits thereto, and other documents in connection therewith,
and thereafter to execute and file any amendments or supplements thereto, with
the Securities and Exchange Commission, hereby granting unto said
attorney-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purpose as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact may or shall lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 8th
day of October, 1996.
/s/ James F. Orr
----------------------------------
James F. Orr, Chief Operating Officer and
Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
On the 8th day of October, 1996, personally appeared before me, James
F. Orr, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for purposes therein expressed.
Witness my hand and official seal this 8th day of October, 1996.
/s/ Mary Janet Edwards
---------------------------------
Notary Public
