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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. 1
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 Stock 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 July 20, 1999, Cincinnati Bell Inc. (the "Company"), Ivory Merger
Inc. ("Merger Sub") and IXC Communications, Inc. ("IXC") entered into an
Agreement and Plan of Merger dated as of July 20, 1999 (the "Merger
Agreement"), providing, among other things, for the merger of Merger Sub with
and into IXC (the "Merger"). As a condition to IXC's willingness to enter into
the Merger Agreement, the Company entered into a Stock Option Agreement dated
as of July 20, 1999 (the "Stock Option Agreement"), whereby the Company
granted IXC an irrevocable option to purchase up to 27,420,757 shares of
common stock, par value $0.01 per share (the "Common Stock"), of the Company.
On July 20, 1999, in connection with the Merger Agreement and the
Stock Option Agreement, the Company executed Amendment No. 1 (the "Rights
Amendment") to the Rights Agreement dated as of April 29, 1997 (the "Rights
Agreement"), between the Company and the Fifth Third Bank, as the Rights
Agent. The Rights Amendment provides that: (i) neither IXC nor any of its
Affiliates or Associates shall be deemed to be the Beneficial Owner or to have
Beneficial Ownership of any shares of Common Stock subject to the Stock Option
Agreement; (ii) neither IXC nor any of its Affiliates or Associates shall be
deemed to 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 (iii) a Distribution Date shall not be
deemed to have occurred solely as the 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. Capitalized terms used but not defined herein
have the meaning set forth in the Rights Agreement. 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 shares of Common Stock to holders of record of the Common Stock at
the close of business on May 2, 1997 (the "Record Date"). One Right also will
be distributed for each share of Common Stock 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 one-hundredth of a Series A Preferred Share of the Company
(the "Preferred Stock") 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.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the shares of
Common Stock 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 shares of Common Stock 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
shares of Common Stock.
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 shares of Common Stock 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.
Until the Distribution Date (i) the Rights will be evidenced by Common
Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates issued after May 2,
1997 will contain a notation incorporating the Rights Agreement by reference
and (iii) the surrender for transfer of any certificates for outstanding
shares of Common
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Stock will also constitute the transfer of the Rights associated with the
shares of Common Stock 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 shares of Common Stock
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 shares
of Common Stock issued prior to the Distribution Date will be issued with
Rights.
If a person becomes the beneficial owner of 15% or more of shares of
Common Stock ("Flip-In Event"), each holder of a Right will have the right to
receive, upon exercise, shares of Common Stock 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 shares of Common Stock
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 shares of Common Stock 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 shares of Common Stock. 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 shares of
Common Stock (or other consideration, as noted above) for $125. Assuming that
the shares of Common Stock had a per share value of $25 at such time, the
holder of each valid Right would be entitled to purchase ten shares of Common
Stock 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 shares of Common Stock (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 shares of Common Stock 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 Stock
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 shares of Preferred Stock, (ii) if holders of shares of Preferred Stock
are granted certain rights or warrants to subscribe for shares of Preferred
Stock or convertible securities at less than the current market price of
shares of Preferred Stock or (iii) upon the distribution to holders of shares
of Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above).
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
<PAGE>
issued and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Stock 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 shares of Common Stock (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. 1 to the Rights Agreement dated as of July 20,
1999, between the Company and The Fifth Third Bank.
2. 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: August 6, 1999
CINCINNATI BELL INC.
By:
/s/ Thomas E. Taylor
-----------------------------
Name: Thomas E. Taylor
Title: General Counsel and Secretary
<PAGE>
INDEX OF EXHIBITS
Exhibit
Number Description
1. Amendment No. 1 to the Rights Agreement dated as of July 20, 1999,
between the Company and The Fifth Third Bank.
2. 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).
EXHIBIT 1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement (this "Amendment")
is entered into as of July 20, 1999, by and between CINCINNATI BELL
INC., an Ohio corporation ("Parent"), and The Fifth Third Bank, an
Ohio corporation (the "Rights Agent"), dated as of April 29, 1997,
between Parent and the Rights Agent (the "Rights Agreement").
WHEREAS Parent has duly authorized the execution and
delivery of this Amendment and all things necessary to make this
Amendment a valid agreement of Parent have been done. 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. Amendment of Section 1. Section 1 of the Rights Agreement
is amended to add the following at the end thereof:
"(hh) Notwithstanding anything in this Agreement to the
contrary, neither Ivory nor any of its Affiliates or Associates shall
be deemed to be the Beneficial Owner or to have Beneficial Ownership
of any of the shares of Common Stock subject to the Option Agreement,
and neither Ivory nor any of its Affiliates or Associates shall be
deemed to be an Acquiring Person by the reason of the approval,
execution, delivery or performance of the Merger Agreement or the
Option Agreement or the consummation of the transactions contemplated
by the Merger Agreement or the Option Agreement.
"Effective Time" shall have the meaning assigned to such
term in the Merger Agreement;
"Ivory" shall mean IXC Communications, Inc., a Delaware
Corporation;
"Merger Agreement" shall mean the Agreement and Plan of
Merger dated as of July 20, 1999, among Parent, Ivory Merger Inc., a
Delaware corporation and a wholly owned subsidiary of Parent, and
Ivory, as amended from time to time in accordance with its terms;
<PAGE>
2
"Merger" shall have the meaning assigned to such term in the
Merger Agreement; and
"Option Agreement" shall mean the Stock Option Agreement
dated as of July 20, 1999, between Parent, as issuer, and Ivory, as
grantee.
3. Amendment of Section 3(a). Section 3(a) of the Rights
Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, a Distribution Date shall not be deemed to have occurred
solely as the result of the approval, execution, delivery or
performance of the Merger Agreement or the Option Agreement or the
consummation of the transactions contemplated by the Merger Agreement
or the Option Agreement."
4. Effectiveness. This Amendment shall be deemed effective
as of July 20, 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.
5. 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.
<PAGE>
3
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/ Thomas E. Taylor by /s/ Richard G. Ellenberger
- ---------------------- ---------------------------------
Title: General Counsel Name: Richard G. Ellenberger
and Secretary Title: President and
Chief Executive Officer
Attest: THE FIFTH THIRD BANK,
/s/ Randolph Stierer by /s/ Dana S. Hushak
- ----------------------- ----------------------------------
Title: Vice President Name: Dana S. Hushak
Title: Vice President
