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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
CINCINNATI BELL INC.
(Exact name of registrant as specified in its charter)
OHIO 31-1056105
(State of incorporation (IRS Employer
or organization) Identification No.)
201 East Fourth Street 45201-2301
Cincinnati, Ohio (Zip Code)
(address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each Class Name of each exchange on which
to be so registered each class is to be registered
Rights to Purchase Series A New York Stock Exchange
Preferred Shares Cincinnati Stock Exchange
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates:
...............(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On November 2, 1999, Cincinnati Bell Inc. (the "Company") executed
Amendment No. 2 (the "Rights Amendment") to the Rights Agreement dated as of
April 29, 1997, as amended, (the "Rights Agreement"), between the Company and
the Fifth Third Bank, as the Rights Agent. The Rights Amendment provides that
each Right outstanding on, or issued following, November 2, 1999 shall
represent the right to purchase one one-thousandth of a Series A Preferred
Share. Prior to November 2, 1999, each Right represented the right to purchase
one one-hundredth of a Series A Preferred Share. Capitalized terms used but
not defined herein have the meaning set forth in the Rights Agreement, as
amended. A summary of the Rights as amended follows.
SUMMARY OF RIGHTS
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). On November 2,
1999, the Board of Directors of the Company authorized and effected an
adjustment to each Right. Each Right, as so adjusted, entitles the registered
holder to purchase from the Company a unit ("Unit") consisting of one
one-thousandth of a Series A Preferred Share of the Company at a purchase
price of $125 per Unit, subject to adjustment (the "Purchase Price"). The
description and terms of the Rights are set forth in the Rights Agreement, as
amended.
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 a
"Distribution Date" will occur upon the earlier of (i) 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 and (ii) 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.
Notwithstanding the foregoing, none of IXC nor its Affiliates or
Associates shall be deemed to (i) have Beneficial Ownership or be the
Beneficial Owner of any Common Shares subject to the Stock Option Agreement or
(ii) be an Acquiring Person by the reason of the approval, execution, delivery
or performance of the Merger Agreement or the Stock Option Agreement or the
consummation of the transactions contemplated by the Merger Agreement or the
Stock Option Agreement; and no Distribution Date shall be deemed to have
occurred solely as a result of the approval, execution, delivery or
performance of the Merger Agreement or the Stock Option Agreement or the
consummation of the transactions contemplated by the Merger Agreement or the
Stock Option Agreement.
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Until the Distribution Date (i) the Rights will be evidenced by Common
Share certificates and will be transferred with and only with such Common
Share certificates, (ii) new Common Share certificates issued after May 2,
1997 will contain a notation incorporating the Rights Agreement, as amended,
by reference and (iii) the surrender for transfer of any certificates for
outstanding Common Shares will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate.
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.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date and, thereafter, 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
exercise price (Purchase Price) of the Right. Moreover, the Rights will not be
exercisable until the Rights are no longer redeemable as described below. If
the Company does not have enough authorized Common Shares to satisfy the
exercise of the Rights, the Company will be required to substitute value in
the form of cash, property, debt or equity securities, or a reduction of the
Purchase Price, or any combination of the foregoing, in an aggregate amount
equal to the value of the Common Shares which would otherwise be issuable. In
addition, the Company may provide that, in lieu of payment of any exercise
price by holders of the Rights, the Company will issue to such holders
securities equal to the value of the spread between the exercise price and the
value of the Common Shares. 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.
For example, at an exercise price of $125 per Right, each Right not owned
by an Acquiring Person (or by certain related parties) following a Flip-In
Event would entitle its holder to purchase $250 worth of Common Shares (or
other consideration, as noted above) for $125. Assuming that the Common Shares
have a per share value of $25 at such time, the holder of each valid Right
would be entitled to purchase ten Common Shares for $125. Alternatively, at
the discretion of the Board of Directors, each Right following a Flip-In
Event, without payment of the exercise price, would entitle its holder to
Common Shares (or other consideration, as noted above) with a value of $125.
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) are sold or transferred in
one transaction or a series of related transactions ("Flip-Over Events"), each
Right becomes a Right to acquire shares of 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.
The Purchase Price payable and the number of Units of Preferred Shares or
other securities or property issuable upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a
stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) if holders of the Preferred Shares are granted certain
rights or warrants to subscribe for Preferred Shares or convertible securities
at less than the current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).
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3
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment
in cash will be made based on the market price of the Preferred Shares on the
last trading date prior to the date of exercise.
In general, the Company may redeem the Rights in whole, but not in part,
at a price of $0.01 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 $0.01 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. While the distribution of the Rights
will not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Shares (or other consideration) of
the Company or for shares of common stock of the acquiring company as set
forth above.
As long as the Rights are redeemable, the Company may amend any provision
of the Rights Agreement in any respect without the approval of the holders of
the Rights. At any time when the Rights are no longer redeemable, the Company
may amend the Rights Agreement without the approval of the holders of the
Rights in order to cure any ambiguity, correct or supplement any provision
which may be defective or inconsistent with any other provision, shorten or
lengthen any time period, or change or supplement the provisions in any manner
in which the Company may deem necessary or desirable; provided that no such
supplement or amendment shall adversely affect the interests of the holders of
the Rights, and no such amendment may cause the Rights again to become
redeemable or cause the Rights Agreement again to become amendable other than
in accordance with the terms of the original Rights Agreement.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which
is incorporated herein by reference.
Item 2. Exhibits.
*1. Amendment No. 2 to the Rights Agreement dated as of November 2,
1999, between the Company and The Fifth Third Bank.
2. Amendment No. 1 to the Rights Agreement dated as of July 20,
1999, between the Company and The Fifth Third Bank
(incorporated by reference to Exhibit 1 to Amendment No.
1 of the Company's Registration Statement on Form 8-A filed on
August 6, 1999).
3. Rights Agreement dated as of April 29, 1997, between the
Company and The Fifth Third Bank which includes the form of
Certificate of Amendment to the Amended Articles of
Incorporation of the Company as Exhibit A, the form of Rights
Certificate as Exhibit B and the Summary of Rights to Purchase
Preferred Stock as Exhibit C (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form 8-A
filed on May 1, 1997).
* Filed Herewith
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: November 8, 1999
CINCINNATI BELL INC.
By: /s/ Thomas E. Taylor
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Name: Thomas E. Taylor
Title: General Counsel and Secretary
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5
INDEX OF EXHIBITS
Exhibit
Number Description
1. Amendment No. 2 to the Rights Agreement dated as of November 2,
1999, between the Company and The Fifth Third Bank.
2. Amendment No. 1 to the Rights Agreement dated as of July 20,
1999, between the Company and The Fifth Third Bank
(incorporated by reference to Exhibit 1 to Amendment No.
1 of the Company's Registration Statement on Form 8-A filed on
August 6, 1999).
3. Rights Agreement dated as of April 29, 1997, between the
Company and The Fifth Third Bank which includes the form of
Certificate of Amendment to the Amended Articles of
Incorporation of the Company as Exhibit A, the form of Rights
Certificate as Exhibit B and the Summary of Rights to Purchase
Preferred Stock as Exhibit C (incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement on Form
8-A filed on May 1, 1997).
EXECUTION COPY
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This Amendment No. 2 to Rights Agreement (this
"Amendment") is entered into as of November 2, 1999 by and
between Cincinnati Bell Inc., an Ohio corporation (the
"Company"), and The Fifth Third Bank, a Delaware corporation
(the "Rights Agent"), amending the Rights Agreement, dated as
of April 29, 1997, as amended, between the Company and the
Rights Agent (the "Rights Agreement").
WHEREAS the Company has duly authorized the
execution and delivery of this Amendment, and all things
necessary to make this Amendment a valid agreement of the
Company have been done; and
WHEREAS this Amendment is entered into pursuant to
Section 27 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises
and the mutual agreements herein set forth, the parties
hereby agree as follows:
1. Defined Terms. Terms defined in the Rights
Agreement and used and not otherwise defined herein shall
have the meanings given to them in the Rights Agreement.
2. Amendments to the Rights Agreement. (a) The
second paragraph of the Rights Agreement is amended by (i)
deleting such paragraph in its entirety and (ii) substituting
the following paragraph therefor:
"The Board of Directors of the Corporation has
authorized and effected an adjustment to each preferred share
purchase right (as adjusted as provided herein, a "Right")
that was issued as a dividend on each Common Share (as
hereinafter defined) of the Corporation outstanding at the
Close of Business (as hereinafter defined) on May 2, 1997
(the "Record Date") and on each Common Share of the
Corporation that became outstanding thereafter, so that, from
and after November 2, 1999, each such Right shall represent
the right to purchase one one-thousandth (1/1000) of a Series
A Preferred Share, without par value, of the Corporation
having the rights and preferences set forth in the Form of
Certificate of Amendment to the Amended Articles of
Incorporation of Cincinnati Bell Inc. attached hereto as
Exhibit A, upon the terms and subject to the conditions
herein set forth, and has further authorized the issuance of
one Right (as so adjusted) with respect to each Common Share
of the Corporation that shall become outstanding between
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2
November 2, 1999 and the earliest of the Distribution Date,
the Expiration Date and the Final Expiration Date (as such
terms are hereinafter defined), except as otherwise shall be
provided herein."
(b) The Rights Agreement is further amended so that
(i) all references to "one one-hundredth of a Preferred
Share" are deleted and (ii) the words "one one-thousandth of
a Preferred Share" are substituted therefor.
3. Effectiveness. This Amendment shall be deemed
effective as of November 2, 1999, as if executed on such
date. Except as amended hereby, the Rights Agreement shall
remain in full force and effect and shall be otherwise
unaffected hereby.
4. Miscellaneous. This Amendment shall be deemed to
be a contract made under the laws of the State of Ohio and
for all purposes shall be governed by and construed in
accordance with the laws of such State. This Amendment may be
executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed an original and
all such counterparts shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and attested, all as of
the day and year first above written.
Attest: CINCINNATI BELL INC.,
/s/ Christopher J. Wilson by /s/ Thomas E. Taylor
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Christoper J. Wilson Thomas E. Taylor
Corporate Counsel General Counsel and
Secretary
Attest: THE FIFTH THIRD BANK,
/s/ Tanya Perry by /s/ Dana S. Hushak
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Tanya Perry Dana S. Hushak
Account Administrator Vice President and
Trust Officer
