<PAGE> 1
As filed with the Securities and Exchange Commission on ____________ _____, 1999
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------------------
CINCINNATI BELL INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Ohio 31-1056105
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
201 East Fourth Street
Cincinnati, Ohio 45202
(513) 397-9900
(Address, including zip code, of registrant's principal executive office)
----------------------------------
CINCINNATI BELL INC.
HOURLY-PAID EMPLOYEE OPTION PROGRAM
(Full title of the plan)
----------------------------------
Thomas E. Taylor
General Counsel and Secretary
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:
Neil Ganulin, Esq.
Frost & Jacobs
2500 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
(513) 651-6800
----------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------- ------------------- ------------------------ ------------------------ ------------------
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price per aggregate offering registration fee
share(1) price
- ---------------------------- ------------------- ------------------------ ------------------------ ------------------
<S> <C> <C> <C> <C>
Common shares, par value
$1.00 per share(2) 1,500,000 $19.96875 $29,953,125 $8,327.00
- ---------------------------- ------------------- ------------------------ ------------------------ ------------------
</TABLE>
(1) Estimated in accordance with Rule 457(c) pursuant to Rule 457(h)(i), based
upon the average of the high and low prices per share on the New York Stock
Exchange on April 20, 1999 solely for the purpose of calculation of the
registration fee.
(2) Includes attached rights
Pursuant to Rule 416(a), this registration statement also covers additional
common shares to be offered or issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
Pursuant to Rule 416(c), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by Cincinnati Bell Inc. (the
"Company") with the Commission (File No. 1-8519) and are incorporated herein by
reference:
The Company's Annual Report on Form 10-K for the year ended December
31, 1998; and
Form 8-K, date of report February 1, 1999, reporting the retirement
of John T. LaMacchia as President and Chief Executive Officer of
Cincinnati Bell Inc; and
Form 8-K, date of report April 9, 1999, reporting that Richard S.
Pontin became the President and Chief Operating Officer of
Cincinnati Bell Telephone Company, a wholly owned subsidiary of
Cincinnati Bell Inc.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Subsequently
Filed Documents"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part of this Registration
Statement from the date of filing such documents.
Any statement contained in this Registration Statement or in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any Subsequently Filed Document modifies
or supersedes such statement. Any such modified or superseded statement shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
The Company will provide without charge, upon written or oral request,
to each person to whom a copy of this Registration Statement is delivered, a
copy of any or all of the documents incorporated by reference herein, not
including exhibits to such documents. Requests for such copies should be
directed to the Secretary, Cincinnati Bell Inc., 201 East Fourth Street,
Cincinnati, Ohio 45202, telephone number (513) 397-7700.
ITEM 4. DESCRIPTION OF CAPITAL STOCK
The following is a summary description of the capital stock of the
Company and is qualified by reference to the Company's Amended Articles of
Incorporation (the "Articles") as filed with the Securities and Exchange
Commission (see Exhibit 3.1 to this Registration Statement).
The authorized capital stock of the Company consists of 480,000,000
common shares, par value $1.00 per share (the "Common Shares"), and 5,000,000
preferred shares, without par value (the "Preferred Shares"), of which 4,000,000
are voting preferred shares (the
II-1
<PAGE> 3
"Voting Preferred Shares"). At March 31, 1999, 137,512,361 Common Shares were
outstanding. There are currently no Preferred Shares outstanding.
The Board of Directors approved a two-for-one share split that was
effected by issuing one additional Common Share for each Common Share
outstanding at May 2, 1997.
All Common Shares of the Company are entitled to participate equally in
such dividends as may be declared by the Board of Directors of the Company and
upon liquidation of the Company, subject to the prior rights of any Preferred
Shares. All Common Shares are fully paid and nonassessable.
Each shareholder has one vote for each Common Share registered in the
shareholder's name. The Board of Directors is divided into three classes as
nearly equal in size as the total number of directors constituting the Board
permits. The number of directors may be fixed or changed from time to time by
the shareholders or the directors.
The Board of Directors is authorized to issue the Preferred Shares from
time to time in series and to fix the dividend rate and dividend dates,
liquidation price, redemption rights and redemption prices, sinking fund
requirements, conversion rights, restrictions, if any, on the creation of
indebtedness and on the issuance of such Preferred Shares, and certain other
rights, preferences and limitations. Each series of Preferred Shares would rank,
with respect to dividends and redemption and liquidation rights, senior to the
Common Shares. It is not possible to state the actual effect of the
authorization of any series of Preferred Shares upon the rights of holders of
the Common Shares until the Board of Directors determines the rights of the
holders of one or more series of Preferred Shares. However, such effects could
include (a) restrictions on dividends on the Common Shares, (b) dilution of the
voting power of the Common Shares to the extent that the Voting Preferred Shares
have voting rights or (c) inability of the Common Shares to share in the
Company's assets upon liquidation until satisfaction of any liquidation
preference granted to the Preferred Shares.
No holders of shares of any class of the Company's capital stock have
pre-emptive rights nor the right to exercise cumulative voting in the election
of directors.
The transfer agent and registrar of the Common Shares is The Fifth
Third Bank, Corporate Trust Services, 38 Fountain Square Plaza, Cincinnati, Ohio
45236.
CHANGE IN CONTROL
The following provisions of the Company's Articles and Ohio law might
have the effect of delaying, deferring or preventing a change in control of the
Company and would operate only with respect to an extraordinary corporate
transaction, such as a merger, reorganization, tender offer, sale or transfer of
assets or liquidation involving the Company and certain persons described below.
Ohio law provides that the approval of two-thirds of the voting power
of a corporation is required to effect mergers and similar transactions, to
adopt amendments to the articles of
II-2
<PAGE> 4
incorporation of a corporation and to take certain other significant actions.
Although under Ohio law the articles of incorporation of a corporation may
permit such actions to be taken by a vote that is less than two-thirds (but not
less than a majority), the Company's Articles do not contain such a provision.
The two-thirds voting requirement tends to make approval of such matters,
including further amendments to the Articles, relatively difficult and a vote of
the holders of in excess of one-third of the outstanding Common Shares of the
Company would be sufficient to prevent implementation of any of the corporate
actions mentioned above. In addition, Article Fifth classifies the Board of
Directors into three classes of directors with staggered terms of office and the
Company's Amended Regulations provide certain limitations on the removal from
and filling of vacancies in the office of director.
Article Sixth of the Articles requires that certain minimum price
requirements and procedural safeguards be observed by a person or entity after
he or it becomes the holder of 10% or more of the voting shares of the Company
if such person or entity seeks to effect mergers or certain other business
combinations ("Business Combinations") that could fundamentally change or
eliminate the interests of the remaining shareholders. If such requirements and
procedures are not complied with, or if the proposed Business Combination is not
approved by at least a majority of the members of the Board of Directors who are
unaffiliated with the new controlling person or entity (taking into account
certain special quorum requirements), the proposed Business Combination must be
approved by the holders of 80% of the outstanding Common Shares and outstanding
Voting Preferred Shares of the Company (collectively, "Voting Shares"), voting
together as a class, notwithstanding any other class vote required by law or by
the Articles. In the event the price criteria and procedural requirements are
met or the requisite approval by such unaffiliated directors (taking into
account certain special quorum requirements) is given with respect to a
particular Business Combination, the normal voting requirements of Ohio law
would apply.
In addition, Article Sixth of the Articles provides that the
affirmative vote of the holders of 80% of the Voting Shares, voting as a single
class, shall be required to amend or repeal, or adopt any provisions
inconsistent with, Article Sixth. An 80% vote is not required to amend or
repeal, or adopt a provision inconsistent with, Article Sixth if the Board of
Directors has recommended such amendment or other change and if, as of the
record date for the determination of shareholders entitled to vote thereon, no
person is known by the Board of Directors to be the beneficial owner of 10% or
more of the Voting Shares, in which event the affirmative vote of the holders of
two-thirds of the Voting Shares, voting as a single class, shall be required to
amend or repeal, or adopt a provision inconsistent with, Article Sixth.
Ohio, the state of the Company's incorporation, has enacted Ohio
Revised Code Section 1701.831, a "control share acquisition" statute, and
Chapter 1704, a "merger moratorium" statute. The control share acquisition
statute basically provides that any person acquiring shares of an "issuing
public corporation" (which definition the Company meets) in any of the following
three ownership ranges must seek and obtain shareholder approval of the
acquisition transaction that first puts such ownership within each such range:
(i) more than 20% but less than 33 1/3%; (ii) 33 1/3% but not more than 50%; and
(iii) more than 50%.
II-3
<PAGE> 5
The merger moratorium statute provides that, unless a corporation's
articles of incorporation or regulations otherwise provide, an "issuing public
corporation" (which definition the Company meets) may not engage in a "Chapter
1704 transaction" for three years following the date on which a person acquires
more than 10% of the voting power in the election of directors of the issuing
corporation, unless the "Chapter 1704 transaction" is approved by the
corporation's board of directors prior to such voting power acquisition. A
person who acquires such voting power is an "interested shareholder", and
"Chapter 1704 transactions" involve a broad range of transactions, including
mergers, consolidations, combination, liquidations, recapitalization and other
transactions between an "issuing public corporation" and an "interested
shareholder" if such transactions involve 5% of the assets or shares of the
"issuing public corporation" or 10% of its earning power. After the initial
three year moratorium, Chapter 1704 prohibits such transactions absent approval
by disinterested shareholders or the transaction meeting certain statutorily
defined fair price provisions.
Ohio has also enacted a "greenmailer disgorgement" statute which
provides that a person who announces a control bid must disgorge profits
realized by that person upon the sale of any equity securities within 18 months
of the announcement.
In addition, Ohio has a "control bid" statute that provides for the
dissemination of certain information and the possibility of a hearing concerning
compliance with law in connection with a proposed acquisition of more than 10%
of any class of equity securities of a corporation, such as the Company, that
has significant contacts with Ohio.
On March 3, 1997, the Board of Directors of the Company declared a
dividend distribution of one right ("Right") on each of the Company's
outstanding Common Shares to holders of record of the Common Shares at the close
of business on May 2, 1997 (the "Record Date"). One Right also will be
distributed for each Common Share issued after May 2, 1997, until the
Distribution Date (which is described in the next paragraph). Each Right
entitles the registered holder to purchase from the Company a unit ("Unit")
consisting of one two-hundredth of a Series A Preferred Share of the Company
(the "Preferred Shares") at a purchase price of $62.50 per Unit, subject to
adjustment (the "Purchase Price"). The terms of the Rights are more fully
described in a Form 8-A for Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934, which
has previously been filed with the Securities and Exchange Commission and is
incorporated by reference herein. See Exhibit 4.1 to this Registration
Statement.
Initially, the Rights will be attached to all Common Share certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Shares and the
"Distribution Date" will occur upon the earlier of (a) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding Common Shares
or (b) 10 business days following the commencement of a tender offer or exchange
offer that would if consummated result in a person or group beneficially owning
15% or more of the outstanding Common Shares.
II-4
<PAGE> 6
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on May 2, 2007, unless earlier redeemed by the
Company as described below.
After the Distribution Date, the separate Rights Certificates alone
will represent the Rights. Except for certain issuances in connection with
outstanding options and convertible securities and as otherwise determined by
the Board of Directors, only Common Shares issued prior to the Distribution Date
will be issued with Rights.
If a person becomes the beneficial owner of 15% or more of the Common
Shares ("Flip-In Event"), each holder of a Right will have the right to receive,
upon exercise, Common Shares having a value equal to two times the Purchase
Price of the Right. Moreover, the Rights will not be exercisable until the
Rights are no longer redeemable as described below. The Acquiring Person would
not be permitted to exercise any Rights and any Rights held by such person (or
certain transferees of such person) will be null and void and non-transferable.
If, following the Distribution Date, the Company is acquired in certain
specified mergers or other business combinations (i.e., the Company does not
survive or its Common Shares are changed or exchanged), or 50% or more of its
assets or earning power (on a consolidated basis) is sold or transferred in one
transaction or a series of related transactions ("Flip-Over Events"), each Right
becomes a Right to acquire common stock of the other party to the transaction
(or its ultimate parent in certain circumstances) having a value equal to two
times the Purchase Price. As an enforcement mechanism, the Rights Agreement
prohibits the Company from entering into any such transaction unless the other
party agrees to comply with the provisions of the Rights.
In general, the Company may redeem the Rights in whole, but not in
part, at a price of $0.005 per Right, at any time prior to a Flip-In Event.
Immediately upon the action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive the $0.005 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The issuance of the Rights may have certain anti-takeover effects and
possible disadvantages. The Rights will cause substantial dilution to a person
or group who attempts to acquire the Company or a significant Common Share
ownership interest without conditioning the offer on the Rights being redeemed
or a substantial number of Rights being acquired. Accordingly, an Acquiring
Person might decide not to acquire the Company or such an interest, although
individual shareholders may view such an acquisition favorably. In addition, to
the extent that issuance of the Rights discourages takeovers that would result
in a change in the Company's management or Board of Directors, such a change
will be less likely to occur. The Board of Directors believes, however, that the
advantages of discouraging potentially discriminatory and abusive takeover
practices outweigh any potential disadvantages of the Rights. The Rights should
not interfere with any merger or other Business Combination approved by the
Board of Directors. The Rights are designed to protect shareholders against
unsolicited attempts to acquire control of the Company, whether through
accumulation of
II-5
<PAGE> 7
Common Shares in the open market or partial or two-tier tender offers, that do
not offer a fair price to all shareholders.
ITEM 5. INTERESTS OF NAMES EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
There are no provisions in the Company's Amended Articles of
Incorporation by which an officer or director may be indemnified against any
liability which he or she may incur in his or her capacity as such. However, the
Company has indemnification provisions in its Amended Regulations which provide
the Company will, to the full extent permitted by Ohio law, indemnify all
persons whom it may indemnify thereto.
Reference is made to Section 1701.13(E) of the Ohio Revised Code which
provides for indemnification of directors and officers in certain circumstances.
The foregoing references are necessarily subject to the complete text
of the Amended Regulations and the statute referred to above and are qualified
in their entirety by reference thereto.
The Company provides liability insurance for its directors and officers
for certain losses arising from certain claims and charges, including claims and
charges under the Securities Act of 1933, which may be made against such persons
while acting in their capacities as directors and officers of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits filed as part of this Registration Statement are described
in the Exhibit Index included in this filing.
ITEM 9. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales
of the securities registered hereunder are being
made, a post-effective amendment to this registration
statement:
II-6
<PAGE> 8
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this registration
statement or any material change to such
information in the registration statement;
provided; however, that this undertaking will only
apply to the extent that the information in clauses
(i) - (ii) hereof is not contained in periodic
reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration
statement.
(a) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(b) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(1) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable. In the event that a claim
for
II-7
<PAGE> 9
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issues.
II-8
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati and State of Ohio, on the 5th day of
March, 1999.
CINCINNATI BELL INC.
By /s/ Kevin W. Mooney
-------------------
Kevin W. Mooney
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.
PRINCIPAL EXECUTIVE OFFICER:
/s/ Richard G. Ellenberger
--------------------------
Richard G. Ellenberger
President and Chief Executive Officer
March 5, 1999
PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER:
/s/ Kevin W. Mooney
-------------------
Kevin W. Mooney
Chief Financial Officer
March 5, 1999
DIRECTORS:
Phillip R. Cox*
Richard G. Ellenberger*
William A Friedlander*
Karen M. Hoguet*
Robert P. Hummel, M.D.*
James D. Kiggen*
John T. LaMacchia*
Mary D. Nelson*
David B. Sharrock*
*By: /s/ Kevin W. Mooney
-------------------
Kevin W. Mooney
as attorney in fact for each Director
March 5, 1999
II-9
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
<S> <C> <C>
3.1 The Company's Amended Articles of Incorporation are hereby
incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-8 (File No. 333-28381) filed
on June 3, 1997
3.2 The Company's Amended Regulations are hereby incorporated by
reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-8 (File No.
333-28381) filed on June 3, 1997
4.1 The Company's Rights Agreement is hereby incorporated by reference to Exhibit
4.1 to the Registration Statement on Form 8A filed on May 1, 1997
4.2 Resolutions of the Company's Board of Directors and Form of Option Agreement
5 Opinion of Frost & Jacobs LLP
23.1 Consent of Frost & Jacobs LLP (contained in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney
</TABLE>
II-10
<PAGE> 1
CINCINNATI BELL INC.
OPTION AGREEMENT
----------------
This Option Agreement (this "Agreement") is granted as of the __ day of
____________, ____ (the "Option Date") by Cincinnati Bell Inc. (the "Company")
to _______________ ("you").
1. GRANT OF OPTION.
----------------
The Company hereby grants to you, solely on and subject to the terms set
forth in this Agreement, an option (this "Option") to purchase __________of the
Company's common shares (the "Common Shares").
The price at which the Common Shares subject to this Option may be
purchased (the "Option Price") is $______ per share. Such Option Price is equal
to the average of the high and low prices on the Option Date of a Common Share
on the New York Stock Exchange (or, if the Common Shares are not traded on such
exchange as of the Option Date, on the largest stock exchange on which such
shares are traded as of such date).
The purpose of this Option is to give you the opportunity to share in the
growth in the value of the Company by allowing you to become an owner of Common
Shares in the future at a price based on the current value of the Common Shares.
2. GRANT OF OPTION CONDITIONED ON YOU BEING AN ELIGIBLE HOURLY-PAID
EMPLOYEE.
-----------------------------------------------------------------
Notwithstanding any other provision of this Agreement, the grant of this
Option is conditioned on you being an eligible hourly-paid employee on the
Option Date. As a result, regardless of any other provision of this Agreement,
this Option shall be ineffective and void from its inception if you are not an
eligible hourly-paid employee on the Option Date. The other provisions of this
Agreement assume, however, that you are an eligible hourly-paid employee on the
Option Date.
For purposes of the above provisions, you will be considered an "eligible
hourly-paid employee" on the Option Date only if you on such date (1) are
classified as an employee (other than as a contingency or job bank employee) on
the records of the Company or any Company Subsidiary and (2) either are in a
bargaining unit represented by a union, have a position subject to automatic
wage progression, or receive your pay from such Company or Company Subsidiary
other than at a monthly or annual rate.
In addition, for purposes of the above provisions, the term "Company
Subsidiary" means any corporation which has as of the Option Date at least 80%
of the total combined voting power of all classes of its stock owned by the
Company or another Company Subsidiary.
<PAGE> 2
3. TIMES OPTION CAN BE EXERCISED.
------------------------------
As used in this Agreement, an "exercise" of this Option means that you are
(or another eligible party is) purchasing all or part of the Common Shares that
are subject to this Option.
Except as otherwise may be provided in this Agreement, this Option can be
exercised as to any or all of the Common Shares which are subject to this Option
on any date after January 3, 2002. No part of this Option may be exercised prior
to such date, however.
Notwithstanding the the foregoing, to the extent not exercised before, this
Option cannot be exercised after, and shall be void on, the earlier of (1)
January 3, 2009 or (2) the date determined in accordance with the following
provisions:
(a) If you die while still employed by the Cincinnati Bell Companies, the
date which is one year after the date of your death;
(b) If you cease to be an employee of the Cincinnati Bell Companies by
reason of your having become disabled, the date which is one year after the date
of your termination of employment. For purposes of this Agreement, you shall be
considered disabled only if you entitled to a long term disability benefit under
a long term disability plan that is sponsored by any of the Cincinnati Bell
Companies (or will be entitled to a long term disability benefit under such a
plan upon meeting an applicable waiting period of such plan);
(c) If you cease to be an employee of the Cincinnati Bell Companies by
reason of your termination by the Cincinnati Bell Companies for cause, the date
of your termination of employment. For purposes of this Agreement, your
termination of employment shall be deemed to be "for cause" if it occurs by
reason of or as a result of your participation in conduct consisting of fraud,
felony, willful misconduct, or commission of any act which causes or may
reasonably be expected to cause substantial damage to the Cincinnati Bell
Companies; or
(d) If you cease to be an employee of the Cincinnati Bell Companies for any
reason other than your death, disability, or termination for cause, including
but not limited to retirement, the date which is 60 days after the date of your
termination of employment.
If this Option becomes void on any date under any of the above provisions,
then it cannot be exercised thereafter and becomes void as to all of the Common
Shares which are subject to this Option and which have not earlier been
purchased, including both Common Shares with respect to which this Option has
not earlier become exercisable under the provisions of this Agreement and Common
Shares with respect to which this Option has become exercisable but has not
earlier been exercised.
In addition, for purposes of the above provisions and the other provisions
of this Agreement,you are considered an "employee" of the Cincinnati Bell
Companies as long as you are classified as an employee of any of the
corporations or organizations that are part of the Cincinnati Bell Companies on
its records used for payroll and employment tax withholding purposes.
-2-
<PAGE> 3
Also for purposes of the above provisions and the other provisions of this
Agreement, the term "Cincinnati Bell Companies" means, at any point in time, the
Company and each other corporation or organization which at such time has at
least 50% of the total combined voting power of all classes of its stock (or, if
not a corporation, at least 50% of its voting interests) owned by the Company or
another corporation or organization that is part of the Cincinnati Bell
Companies.
4. OPTION CANNOT BE ASSIGNED OR TRANSFERRED.
-----------------------------------------
This Option cannot be assigned or transferred to any other party; except
that, in the event of your death, it can be assigned and transferred by your
will or by the laws of descent and distribution that apply to your death.
This Option may be exercised only by you or, in the event of your death, by
such party to whom this Option is assigned and transferred by your will or by
the laws of descent and distribution that apply to your death (E.G., by the
representative or representatives of your estate or by the person or persons who
have acquired the right to exercise this Option by bequest or inheritance from
you). During your lifetime, this Option can only be exercised by you.
5. PROCEDURE FOR EXERCISING OPTION.
--------------------------------
This Option may be exercised in whole or in part only by a written notice
delivered or mailed to the Human Resources Department of the Company (the "HR
Department") at its then current address and that is signed by you or, in the
event of your death, such other party who is entitled to exercise this Option
(E.G., the representative or representatives of your estate or the person or
persons who have acquired the right to exercise this Option by bequest or
inheritance from you). Such written notice must be set forth on a form prepared
by the Company for this purpose, which form shall be obtainable from the HR
Department. In addition, such written notice must:
(a) State the number of Common Shares with respect to which this Option is
being exercised. However, this Option can never be exercised as to a fractional
Common Share or for less than 100 Common Shares (or, if less, the remaining
number of Common Shares that are then still purchaseable under this Option); and
(b) Unless you are (or, in the event of your death, such other party who is
entitled to exercise this Option is) exercising this Option through a "cashless
exercise" (as such term is defined in paragraph 6 below), be accompanied by a
cash payment in full for both (1) the Common Shares being purchased upon
exercise of this Option and (2) the amount required by the HR Department to be
paid to cover the amount of any tax on you (or, in the event of your death, such
other party who is exercising this Option) which is required by any government
to be withheld and paid to such government by the Company by reason of such
exercise of this Option. For purposes of this Agreement, the amount necessary to
pay for both such items is called the "required payment amount;" and
-3-
<PAGE> 4
(c) If this Option is being exercised by any party other than you (in the
event of your death), be accompanied by proof of the right of such party to
exercise this Option.
Notwithstanding any other provision of this Agreement, this Option shall be
deemed to have been exercised on the date on which the written notice exercising
this Option is RECEIVED by the HR Department if such date is a normal business
day of the Company and such written notice is received no later than 4:00 p.m.
(Cincinnati, Ohio time) on such date. Otherwise, this Option shall be deemed to
have been exercised on the first normal business day of the Company that occurs
after the date on which the written notice exercising this Option is received by
the HR Department.
The Company will cause certificates for any Common Shares with respect to
which this Option is exercised to be issued in your name (or, in the event this
Option is exercised after your death, in the name of such other party who is
exercising this Option). If this Option is exercised in part and not in full,
this Agreement shall be revised and returned to you (or, if applicable, the
party exercising this Option) with an appropriate notation as to the number of
Common Shares purchased hereunder and the number of Common Shares which remain
purchasable hereunder.
IT IS YOUR RESPONSIBILITY (OR, IN THE EVENT OF YOUR DEATH, THE
RESPONSIBILITY OF SUCH OTHER PARTY WHO IS ENTITLED TO EXERCISE THIS OPTION) TO
MAKE SURE THAT THIS OPTION IS EXERCISED PRIOR TO THE TIME THAT IT BECOMES
NONEXERCISABLE AND VOID UNDER THE OTHER PROVISIONS OF THIS AGREEMENT.
6. PERMITTED METHODS OF PAYING REQUIRED PAYMENT AMOUNT.
----------------------------------------------------
If this Option is being exercised in whole or in part, the required payment
amount applicable to such exercise must be paid either:
(a) By a cash payment. For purposes of this Agreement, payment in currency
or by certified check, bank draft, cashier's check, or money order shall be
considered a cash payment; or
(b) Through a cashless exercise. For purposes of this Agreement, a
"cashless exercise" means, with respect to any exercise of this Option, that the
required payment amount applicable to such exercise is paid by having (1) the
Company retain a portion of the Common Shares being purchased upon such exercise
and apply such shares' then aggregate fair market value to the required payment
amount and (2) the Company remitting to you (or, in the event of your death,
such other party who is exercising this Option) only the remaining portion of
the Common Shares then being purchased. Further, in the event the required
payment amount that applies to any exercise of this Option is being paid through
the method of a cashless exercise, then, for all purposes of this Agreement, the
following provisions shall apply:
(i) The Common Shares subject to this Option which have their fair market
value applied to the required payment amount by reason of the cashless exercise
shall have their fair market value determined by the HR Department based on the
average of the high and low prices, on the date this Option is deemed to have
been exercised under the other
-4-
<PAGE> 5
provisions of this Agreement, of a Common Share on the New York Stock Exchange
(or, if the Company's common shares are not then traded on such exchange, on the
largest stock exchange on which such shares are then traded);
(ii) No fractional Common Share can have its fair market value applied to
the required payment amount;
(iii) The Common Shares subject to this Option which have their fair market
value applied to the required payment amount shall be equal to the lowest whole
number of Common Shares subject to this Option which have a fair market value
not less than the required payment amount; and
(iv) To the extent that the fair market value of the Common Shares subject
to this Option that are applied to the required payment amount applicable to
such exercise exceed the required payment amount, such excess shall be paid by
the Company in cash to you (or, in the event of your death, such other party who
is exercising this Option).
You (or, in the event of your death, such other party who is exercising
this Option) can elect to pay the required payment amount that applies to any
exercise of this Option through a cashless exercise by adding a statement to the
written notice that is delivered or mailed to the HR Department under which such
exercise is made that the required payment amount should be paid through a
cashless exercise.
In addition, if you (or, in the event of your death, such other party who
is exercising this Option) fails to pay the required payment amount that applies
to any exercise of this Option through a cash payment at the time this Option is
exercised, then you (or, if applicable, such other party) shall be deemed in any
event to have elected to pay such required payment amount through a cashless
exercise.
7. REQUIRED TAX WITHHOLDING.
-------------------------
As is indicated elsewhere in this Agreement, at the time of the purchase of
any Common Shares pursuant to the exercise of this Option, the HR Department
shall ensure that the amount of all federal, state, local, and other taxes which
the HR Department determines in good faith must be withheld in connection with
the exercise of this Option are paid to the applicable governmental agencies by
requiring that this Option is exercised either by a cash payment made by you
(or, in the event of your death, such other party who is exercising this Option)
or through a cashless exercise.
8. MISCELLANEOUS ADJUSTMENTS OF OPTION AND AS TO ISSUANCE OF SHARES.
-----------------------------------------------------------------
If there is any change in the Common Shares resulting from stock splits,
stock dividends, combination or exchanges of shares, mergers, reorganizations,
or other similar capitalization adjustments, the Company shall, by an amendment
to this Agreement, make equitable
-5-
<PAGE> 6
proportionate adjustments in the number of Common Shares subject to this Option
and in the Option Price of such Common Shares.
The grant of this Option, the issuance by the Company of Common Shares upon
exercise of this Option, and the resale or other disposition of such Common
Shares by you (or, in the event of your death, such other party who is
exercising this Option) are, or may be, subject to certain provisions of federal
and state securities laws. The Company may, within its sole discretion, take any
action that it determines in good faith is necessary to ensure full compliance
with all federal and state securities laws and may amend this Agreement (without
your or any other party's consent) at any future date to reflect any such
action.
When the issue or transfer of the Common Shares covered by this Option may,
in the good faith opinion of the Company, conflict or be inconsistent with any
applicable law or regulation of any governmental agency having jurisdiction, the
Company reserves the right to, and may, refuse to issue or transfer such Common
Shares.
9. NO GUARANTEE OF EMPLOYMENT.
---------------------------
The granting of this Option to you does not constitute a contract of
employment and does not give you the legal right to be continued as an employee
in any of the Cincinnati Bell Companies. The Cincinnati Bell Companies may deal
with you and the terms of your employment as if this Option did not exist.
10. INTERPRETATION OF OPTION'S TERMS.
---------------------------------
The Company shall have the sole authority to construe and interpret the
terms of this Agreement whenever any question of meaning arises under it, and
any such construction or interpretation shall be binding both on the Company and
on you, your personal representatives, the representatives of your estate, your
heirs, or anyone else having or claiming to have an interest in this Option.
This Agreement shall be construed and administered in accordance with the
laws of the State of Ohio.
In interpreting this Agreement, it is hereby noted that this Option is not
intended to be the type of option that is described as an incentive stock option
under the Internal Revenue Code.
Except as is otherwise indicated in this Agreement, any action that is to
be taken or which may be taken by the Company under this Agreement may be taken
on behalf of the Company by the Company's Board of Directors (or any Executive
Committee thereof), any officer of the Company, or the HR Department, and any
action taken by any such party shall be deemed to be the action of the Company
for purposes of this Agreement.
-6-
<PAGE> 7
11. OPTION'S TERMS ARE BINDING.
---------------------------
You shall be bound with respect to any issue or matter arising with respect
to this Option, on your own behalf and on behalf of your personal
representatives, the representatives of your estate, your heirs, or anyone else
claiming through or under you, by all of the terms and conditions of this
Agreement and by the actions of the Company with regard to this Option.
IN WITNESS WHEREOF, the Company has executed this Agreement as of the date
first mentioned above.
CINCINNATI BELL INC.
BY
-------------------------
TITLE
----------------------
-7-
<PAGE> 8
GENERAL GRANT OF OPTIONS TO HOURLY-PAID EMPLOYEES.
- --------------------------------------------------
RESOLVED, that this Board desires that the Company grant a non-qualified
stock option to each person who is an employee (other than a contingency or job
bank employee) of the Company or any subsidiary on at least one option grant
date in order to allow such employee to become an owner of Common Shares in the
future at a price based on the value of such Common Shares at the time such
stock option is granted and thereby to provide such employee an opportunity to
share in the future growth of the Company;
RESOLVED FURTHER, that this Board recognizes that non-qualified stock
options can be granted by the Company to the salaried employees of the Company
and its subsidiaries under the Cincinnati Bell Inc. 1997 Long Term Incentive
Plan but that other action of this Board is required for the Company to grant
stock options to the hourly-paid employees of the Company and its subsidiaries
in order to achieve that result with respect to the hourly-paid employees of the
Company and its subsidiaries; and
RESOLVED FURTHER, that, in accordance with the immediately preceding
resolution, as of the first option grant date that occurs in 1999, the Company
shall grant, to each person who on such date is an eligible hourly-paid
employee, a non-qualified option to purchase 500 Common Shares at a price per
share that is equal to the average price of a Common Share on such date;
RESOLVED FURTHER, that, as of each subsequent option grant date that occurs
in 1999 (not including the first option grant date that occurs in 1999) and on
the first option grant date that occurs in 2000, the Company shall grant, to
each person who on such date is an eligible hourly-paid employee and who was
not previously granted a stock option in 1999 pursuant to the immediately
preceding resolution or this resolution, a non-qualified option to purchase 400
Common Shares at a price per share that is equal to the average price of a
Common Share on such date;
RESOLVED FURTHER, that, as of each subsequent option grant date that occurs
in 2000 (not including the first option grant date that occurs in 2000) and on
the first option grant date that occurs in 2001, the Company shall grant, to
-8-
<PAGE> 9
each person who on such date is an eligible hourly-paid employee and who was not
previously granted a stock option in either 1999 or 20000 pursuant to the two
immediately preceding resolutions or this resolution, a non-qualified option to
purchase 300 Common Shares at a price per share that is equal to the average
price of a Common Share on such date;
RESOLVED FURTHER, that the form of each stock option to be granted under
the three immediately preceding resolutions shall be the form set forth in an
attachment that has previously been presented to the members of this Board and
that the terms contained in such form shall apply to such option; and
RESOLVED FURTHER, that, for purposes of the foregoing resolutions, the
following terms shall have the meanings hereinafter set forth:
(1) The term "option grant date" means the first date in each calendar
month beginning with January of 1999 and ending with January of 2001
on which Common Shares are traded on the NYSE (or, if the Common
Shares are not then traded on such exchange, on the largest stock
exchange on which such shares are then traded):
(2) The term "subsidiary" means, as of any date, any corporation which
then has at least 80% of the total combined voting power of all
classes of its stock owned by the Company or another such corporation;
(3) The term "eligible hourly-paid employee" means, as of any date, any
person who then (1) is classified on the records of the Company or any
subsidiary as an employee of such Company or subsidiary (other than as
a contingency or job bank employee) and (2) either is in a bargaining
unit represented by a union, has a position subject to automatic wage
progression, or receives his or her pay from such Company or
subsidiary other than at a monthly or annual rate; and
(4) The term "average price of a Common Share" means, with respect to any
date, the average of the high and low prices of a Common Share on the
NYSE (or, if the Common Shares are not then traded on such exchange,
on the largest stock exchange on which such shares are then traded).
-9-
<PAGE> 1
April 22, 1999
Cincinnati Bell Inc.
201 East Fourth Street
Cincinnati, Ohio 45202
Re: Cincinnati Bell Inc. Form S-8 Registration Statement
Hourly-Paid Employees Stock Option Program
Gentlemen:
We are counsel for Cincinnati Bell Inc., an Ohio corporation (the
"Company"), which is named as the registrant in the Registration Statement on
Form S-8 that is being filed on or about April 26, 1999 with the Securities
and Exchange Commission (the "Commission") for the purpose of registering under
the Securities Act of 1933, as amended (the "Act"), 1,500,000 common shares, par
value $1.00 per share (the "Common Shares"), of the Company offered pursuant to
the Hourly-Paid Employees Stock Option Program (the "Plan").
As counsel for the Company, we have participated in the preparation of
the Registration Statement. In addition, we are generally familiar with the
records and proceedings of the Company. Furthermore, we have examined and relied
on the originals or copies, certified or otherwise identified to our
satisfaction, of corporate records or documents of the Company and such
representations of officers of the Company as we have deemed appropriate.
With respect to the Common Shares registered pursuant to such
Registration Statement as filed and as it may be amended, it is our opinion that
the Common Shares, when issued and paid for pursuant to the terms of the Plan,
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as
an Exhibit to the Registration Statement.
Very truly yours,
/s/ Frost & Jacobs LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8 of our
report dated March 12, 1999 on our audits of the consolidated financial
statements of Cincinnati Bell Inc. and subsidiaries.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Cincinnati, Ohio
April 20, 1999
<PAGE> 1
POWER OF ATTORNEY
WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter
referred to as the "Company"), proposes shortly to file with the Securities and
Exchange Commission under the provisions of the Securities Act of 1933, as
amended, and the rules and regulations thereunder, a Registration Statement for
the Cincinnati Bell Inc. Hourly-Paid Employee Option Program on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints, John
T. LaMacchia, Kevin W. Mooney and Thomas E. Taylor, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such Registration Statement on Form
S-8, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
18th day of January 1999.
/s/ Phillip R. Cox
-------------------------
Phillip R. Cox
Director
<PAGE> 2
POWER OF ATTORNEY
WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter
referred to as the "Company"), proposes shortly to file with the Securities and
Exchange Commission under the provisions of the Securities Act of 1933, as
amended, and the rules and regulations thereunder, a Registration Statement for
the Cincinnati Bell Inc. Hourly-Paid Employee Option Program on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints, John
T. LaMacchia, Kevin W. Mooney and Thomas E. Taylor, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such Registration Statement on Form
S-8, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
18th day of January 1999.
/s/ Richard G. Ellenberger
---------------------------
Richard G. Ellenberger
Director
<PAGE> 3
POWER OF ATTORNEY
WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter
referred to as the "Company"), proposes shortly to file with the Securities and
Exchange Commission under the provisions of the Securities Act of 1933, as
amended, and the rules and regulations thereunder, a Registration Statement for
the Cincinnati Bell Inc. Hourly-Paid Employee Option Program on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints, John
T. LaMacchia, Kevin W. Mooney and Thomas E. Taylor, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such Registration Statement on Form
S-8, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
18th day of January 1999.
/s/ William A. Friedlander
---------------------------
William A. Friedlander
Director
<PAGE> 4
POWER OF ATTORNEY
WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter
referred to as the "Company"), proposes shortly to file with the Securities and
Exchange Commission under the provisions of the Securities Act of 1933, as
amended, and the rules and regulations thereunder, a Registration Statement for
the Cincinnati Bell Inc. Hourly-Paid Employee Option Program on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints, John
T. LaMacchia, Kevin W. Mooney and Thomas E. Taylor, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such Registration Statement on Form
S-8, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
18th day of January 1999.
/s/ Robert P. Hummel, M.D.
---------------------------
Robert P. Hummel, M.D.
Director
<PAGE> 5
POWER OF ATTORNEY
WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter
referred to as the "Company"), proposes shortly to file with the Securities and
Exchange Commission under the provisions of the Securities Act of 1933, as
amended, and the rules and regulations thereunder, a Registration Statement for
the Cincinnati Bell Inc. Hourly-Paid Employee Option Program on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints, John
T. LaMacchia, Kevin W. Mooney and Thomas E. Taylor, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such Registration Statement on Form
S-8, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
18th day of January 1999.
/s/ James D. Kiggen
-------------------------
James D. Kiggen
Director
<PAGE> 6
POWER OF ATTORNEY
WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter
referred to as the "Company"), proposes shortly to file with the Securities and
Exchange Commission under the provisions of the Securities Act of 1933, as
amended, and the rules and regulations thereunder, a Registration Statement for
the Cincinnati Bell Inc. Hourly-Paid Employee Option Program on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints, John
T. LaMacchia, Kevin W. Mooney and Thomas E. Taylor, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such Registration Statement on Form
S-8, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
18th day of January 1999.
/s/ John T. LaMacchia
-------------------------
John T. LaMacchia
Director
<PAGE> 7
POWER OF ATTORNEY
WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter
referred to as the "Company"), proposes shortly to file with the Securities and
Exchange Commission under the provisions of the Securities Act of 1933, as
amended, and the rules and regulations thereunder, a Registration Statement for
the Cincinnati Bell Inc. Hourly-Paid Employee Option Program on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints, John
T. LaMacchia, Kevin W. Mooney and Thomas E. Taylor, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such Registration Statement on Form
S-8, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th
day of January 1999.
/s/ David B. Sharrock
-------------------------
David B. Sharrock
Director
<PAGE> 8
POWER OF ATTORNEY
WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter
referred to as the "Company"), proposes shortly to file with the Securities and
Exchange Commission under the provisions of the Securities Act of 1933, as
amended, and the rules and regulations thereunder, a Registration Statement for
the Cincinnati Bell Inc. Hourly-Paid Employee Option Program on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints, John
T. LaMacchia, Kevin W. Mooney and Thomas E. Taylor, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such Registration Statement on Form
S-8, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 18th
day of January 1999.
/s/ Mary D. Nelson
--------------------------
Mary D. Nelson
Director
<PAGE> 9
POWER OF ATTORNEY
WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter
referred to as the "Company"), proposes shortly to file with the Securities and
Exchange Commission under the provisions of the Securities Act of 1933, as
amended, and the rules and regulations thereunder, a Registration Statement for
the Cincinnati Bell Inc. Hourly-Paid Employee Option Program on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints, John
T. LaMacchia, Kevin W. Mooney and Thomas E. Taylor, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such Registration Statement on Form
S-8, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 1st
day of February 1999.
/s/ Karen M. Hoguet
-------------------------
Karen M. Hoguet
Director
