<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number 1-8519
----------------------
CINCINNATI BELL INC.
SAVINGS AND SECURITY PLAN
----------------------
CINCINNATI BELL INC.
201 East Fourth Street
Cincinnati, Ohio 45202
<PAGE>
CINCINNATI BELL INC.
SAVINGS AND SECURITY PLAN
TABLE OF CONTENTS
Report of Independent Accountants
Financial Statements:
Statements of Net Assets Available for Benefits as of December 31, 1998
and 1997
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1998
Notes to Financial Statements
Schedules:
Item 27(a) - Schedule of Assets Held for Investment Purposes as of
December 31, 1998
Item 27(d) - Schedule of Reportable Transactions for the Year Ended
December 31, 1998
Other schedules are omitted because the information required is contained
in the financial statements.
2
<PAGE>
Report of Independent Accountants
To the Participants and Administrator of
The Cincinnati Bell Inc. Savings and Security Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Cincinnati Bell Inc. Savings and Security Plan (the "Plan") at December
31, 1998 and 1997, and the changes in net assets available for benefits for the
year ended December 31, 1998 in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes and the Schedule of Reportable Transactions are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for benefits of each fund. These supplemental
schedules and fund information are the responsibility of the Plan's management.
The supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Cincinnati, Ohio
June 24, 1999
3
<PAGE>
CINCINNATI BELL INC. SAVINGS AND SECURITY PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
Thousands of Dollars
------------------------- -------------
Cincinnati Spectrum Equity
Bell Stable Income Balanced Income
ASSETS Value Fund Fund Fund Fund
--------------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Investments - stated at fair value (cost of $45,707):
Temporary cash investments - - - -
Cincinnati Bell Inc. shares - - - -
Convergys Corporation shares - - - -
Mutual funds 9,633 912 1,349 3,846
Contracts with insurance companies 65 - - -
Loans to participants - - - -
Interest and dividends receivable - - - -
Other receivables 50 - - -
--------------- ------------ ------------ -----------
Total Investments 9,748 912 1,349 3,846
=============== ============ ============ ===========
LIABILITIES
Administrative fees payable and other 3 - - -
--------------- ------------ ------------ -----------
Net Assets Available for Benefits $ 9,745 $ 912 $ 1,349 $3,846
=============== ============ ============ ===========
<CAPTION>
Thousands of Dollars
------------------------- -------------------
Equity Capital
Index Appreciation International New America
ASSETS Fund Fund Stock Fund Growth Fund
---------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
Investments - stated at fair value (cost of $45,707):
Temporary cash investments - - - -
Cincinnati Bell Inc. shares - - - -
Convergys Corporation shares - - - -
Mutual funds 3,289 965 1,598 3,009
Contracts with insurance companies - - - -
Loans to participants - - - -
Interest and dividends receivable - - - -
Other receivables - - - -
---------- -------------- --------------- ---------------
Total Investments 3,289 965 1,598 3,009
========== ============== =============== ===============
LIABILITIES
Administrative fees payable and other - - - -
---------- -------------- --------------- ---------------
Net Assets Available for Benefits $3,289 $ 965 $ 1,598 $ 3,009
========== ============== =============== ===============
<CAPTION>
Thousands of Dollars
------------------------- -------------------
Cincinnati Convergys
Bell Inc. Stock Loan
ASSETS Shares Fund Fund Fund Total
--------------- ------------ --------- ------------
<S> <C> <C> <C> <C>
Investments - stated at fair value (cost of $45,707):
Temporary cash investments 5,199 - - 5,199
Cincinnati Bell Inc. shares 32,246 - - 32,246
Convergys Corporation shares - 43,146 - 43,146
Mutual funds - - - 24,601
Contracts with insurance companies - - - 65
Loans to participants - - 2,384 2,384
Interest and dividends receivable 22 - - 22
Other receivables - - - 50
--------------- ------------ --------- ------------
Total Investments 37,467 43,146 2,384 107,713
=============== ============ ========= ============
LIABILITIES
Administrative fees payable and other - - - 3
--------------- ------------ --------- ------------
Net Assets Available for Benefits $ 37,467 $ 43,146 $2,384 $107,710
=============== ============ ========= ============
</TABLE>
- -------------------------------------------------------
See Notes to Financial Statements
4
<PAGE>
CINCINNATI BELL INC. SAVINGS AND SECURITY PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Thousands of Dollars
------------------------- --------------
Cincinnati Spectrum Equity
Bell Stable Income Balanced Income
ASSETS Value Fund Fund Fund Fund
-------------- ------------ ------------ ----------
<S> <C> <C> <C> <C>
Investments - stated at fair value(cost of $39,568):
Temporary cash investments - - - -
Cincinnati Bell Inc. shares - - - -
Mutual funds $9,217 $652 $1,310 $3,733
Contracts with insurance companies 244 - - -
Loans to participants - - - -
Interest and dividends receivable - - - -
Other receivables (2) - - -
-------------- ------------ ------------ ----------
Total Investments 9,459 652 1,310 3,733
============== ============ ============ ==========
LIABILITIES
Administrative fees payable and other - - -
-------------- ------------ ------------ ----------
Net Assets Available for Benefits $9,459 $652 $1,310 $3,733
============== ============ ============ ==========
<CAPTION>
Thousands of Dollars
------------------------- -------------------------
Equity Capital
Index Appreciation International New America
ASSETS Fund Fund Stock Fund Growth Fund
--------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
Investments - stated at fair value(cost of $39,568):
Temporary cash investments - - - -
Cincinnati Bell Inc. shares - - - -
Mutual funds $1,869 $772 $1,334 $2,349
Contracts with insurance companies - - - -
Loans to participants - - - -
Interest and dividends receivable - - - -
Other receivables - - - -
--------- -------------- -------------- ---------------
Total Investments 1,869 772 1,334 2,349
========= ============== ============== ===============
LIABILITIES
Administrative fees payable and other - - - -
--------- -------------- -------------- ---------------
Net Assets Available for Benefits $1,869 $772 $1,334 $2,349
========= ============== ============== ===============
<CAPTION>
Thousands of Dollars
--------------- ------------
Cincinnati
Bell Inc. Loan
ASSETS Shares Fund Fund Total
--------------- --------- ------------
<S> <C> <C> <C>
Investments - stated at fair value(cost of $39,568):
Temporary cash investments $3,625 - $3,625
Cincinnati Bell Inc. shares 64,446 - 64,446
Mutual funds - - 21,236
Contracts with insurance companies - - 244
Loans to participants - $ 2,214 2,214
Interest and dividends receivable 15 - 15
Other receivables - - (2)
--------------- --------- ------------
Total Investments 68,086 2,214 91,778
=============== ========= ============
LIABILITIES
Administrative fees payable and other 6 - 6
--------------- --------- ------------
Net Assets Available for Benefits $68,080 $2,214 $91,772
=============== ========= ============
</TABLE>
- -------------------------------------------------------
See Notes to Financial Statements
5
<PAGE>
CINCINNATI BELL INC. SAVINGS AND SECURITY PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Thousands of Dollars
----------------------- -----------------
Cincinnati Spectrum Equity
Bell Stable Income Balanced Income
Value Fund Fund Fund Fund
-------------- ------------ ------------ ---------
<S> <C> <C> <C> <C>
Net Assets Available for Benefits as of December 31, 1997 $9,459 $652 $1,310 $3,733
-------------- ------------ ------------ ---------
Employee allotments 605 142 160 418
Participating company contributions - - - -
Transfers to other Cincinnati Bell Inc. plans (213) (3) - (29)
Transfer of participants' balances -- net (149) 89 (77) (53)
-------------- ------------ ------------ ---------
Total allotments, contributions and transfers 243 228 83 336
Investment income:
Dividends on Cincinnati Bell Inc. shares - - - -
Other dividends - 61 39 295
Interest 584 - - -
Net appreciation/(depreciation) of investments - (11) 151 49
-------------- ------------ ------------ ---------
Total additions 827 278 273 680
-------------- ------------ ------------ ---------
Less: Distributions to participants 541 18 234 567
Administrative and other expenses paid by the Plan - - - -
-------------- ------------ ------------ ---------
Total deductions 541 18 234 567
-------------- ------------ ------------ ---------
Net increase (decrease) in Assets Available for Plan Benefits 286 260 39 113
-------------- ------------ ------------ ---------
Net Assets Available for Benefits as of December 31, 1998 $9,745 $912 $1,349 $3,846
============== ============ ============ =========
<CAPTION>
Thousands of Dollars
--------------- -------------
Equity Capital
Index Appreciation International
Fund Fund Stock Fund
--------- --------------- ---------------
<S> <C> <C> <C>
Net Assets Available for Benefits as of December 31, 1997 $1,869 $772 $1,334
--------- --------------- ---------------
Employee allotments 434 129 217
Participating company contributions - - -
Transfers to other Cincinnati Bell Inc. plans 8 - 3
Transfer of participants' balances -- net 405 33 (126)
--------- --------------- ---------------
Total allotments, contributions and transfers 847 162 94
Investment income:
Dividends on Cincinnati Bell Inc. shares - - -
Other dividends 40 140 59
Interest - - -
Net appreciation/(depreciation) of investments 612 (96) 158
--------- --------------- ---------------
Total additions 1,499 206 311
--------- --------------- ---------------
Less: Distributions to participants 79 13 47
Administrative and other expenses paid by the Plan - - -
--------- --------------- ---------------
Total deductions 79 13 47
--------- --------------- ---------------
Net increase (decrease) in Assets Available for Plan Benefits 1,420 194 264
--------- --------------- ---------------
Net Assets Available for Benefits as of December 31, 1998 $3,289 $965 $1,598
========= =============== ===============
<CAPTION>
Thousands of Dollars
------------------ ---------------
Cincinnati Convergys
New America Bell Inc. Stock
Growth Fund Shares Fund Fund
---------------- --------------- -------------
<S> <C> <C> <C>
Net Assets Available for Benefits as of December 31, 1997 $2,349 $68,080 -
---------------- --------------- -------------
Employee allotments 529 1,600 -
Participating company contributions - 1,657 -
Transfers to other Cincinnati Bell Inc. plans (12) (212) -
Transfer of participants' balances -- net (17) (43,251) 43,146
---------------- --------------- -------------
Total allotments, contributions and transfers 500 (40,206) 43,146
Investment income:
Dividends on Cincinnati Bell Inc. shares - 819 -
Other dividends 223 - -
Interest - 197 -
Net appreciation/(depreciation) of investments 233 12,790 -
---------------- --------------- -------------
Total additions 956 (26,395) 43,146
---------------- --------------- -------------
Less: Distributions to participants 296 4,201
Administrative and other expenses paid by the Plan - 17 -
---------------- --------------- -------------
Total deductions 296 4,218 -
---------------- --------------- -------------
Net increase (decrease) in Assets Available for Plan Benefits 660 (30,618) 43,146
---------------- --------------- -------------
Net Assets Available for Benefits as of December 31, 1998 $3,009 $37,467 $43,146
================ =============== =============
<CAPTION>
Thousands of Dollars
----- ----
Loan
Fund Total
--------- -----------
<S> <C> <C>
Net Assets Available for Benefits as of December 31, 1997 $2,214 $91,772
--------- -----------
Employee allotments - 4,234
Participating company contributions - 1,657
Transfers to other Cincinnati Bell Inc. plans 69 (13,535)
Transfer of participants' balances -- net - -
--------- -----------
Total allotments, contributions and transfers 69 (7,644)
Investment income:
Dividends on Cincinnati Bell Inc. shares - 819
Other dividends - 857
Interest 159 940
Net appreciation/(depreciation) of investments - 11,892
--------- -----------
Total additions 228 22,009
--------- -----------
Less: Distributions to participants 58 6,054
Administrative and other expenses paid by the Plan - 17
--------- -----------
Total deductions 58 6,071
--------- -----------
Net increase (decrease) in Assets Available for Plan Benefits 170 15,930
--------- -----------
Net Assets Available for Benefits as of December 31, 1998 $2,384 $107,710
========= ===========
</TABLE>
- --------------------------------------------------------------------
See Notes to Financial Statements
6
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(1) PLAN DESCRIPTION AND ACCOUNTING POLICIES:
a. General: The Cincinnati Bell Inc. Savings and Security Plan (the Plan) is
available to all eligible full-time and part-time hourly employees at
Cincinnati Bell Inc. (referred to as CBI, or the Company) and Cincinnati
Bell Telephone. Certain persons, such as interns, temporary employees and
contingency employees, are not eligible for the Plan. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974.
The contributions and earnings are taxable to participants upon
distribution from the Plan, subject to certain exemptions. The Plan is
administered by the Company's Employees' Benefit Committee. The Plan
Trustee is T. Rowe Price. These notes only provide a brief description of
certain provisions of the Plan and do not constitute a document under which
the Plan is operated, and, in the event of any conflict between these notes
and the Plan documents, the Plan documents shall control. Eligible
employees need to refer to the Plan document and the the summary plan
description for details as to the Plan.
b. Employee Contributions: The Plan generally, under its current provisions,
permits each eligible employee who has been credited with at least one year
of eligibility service under the Plan to elect to contribute to the Plan on
a weekly basis, in before-tax and/or after-tax dollars, any amount that is
an increment of $5 (and not less than $5 and not more than 16% of his or
her compensation (as defined in and subject to the rules of the Plan)).
Participants' before-tax contributions could not exceed $10,000 and $9,500
for calendar years 1998 and 1997, respectively. Participants may also
contribute to the Plan on an after-tax basis. The participants specify the
manner in which their own contribution shall be invested in the available
funds (see Note 1(g) below). Participants may elect to change the manner in
which contributions are allocated and may also transfer contributions from
one fund to another.
c. Employer Contributions: For employee participants that have at least one
year of eligibility service, the Company makes bi-weekly matching
contributions equal to 60% of a participant's basic contributions (basic
contributions are at the participant's discretion and can range from five
dollars to fifty dollars per week, depending on weekly compensation). All
employer contributions are allocated to the Cincinnati Bell Inc. Shares
Fund. If a participant has less than five years of vesting service, the
Company's contributions are subject to forfeiture. If a participant has at
least five years of vesting service, he/she is fully vested in the
Company's matching contributions to their account. Additionally, a
participant becomes fully vested at age 65, upon disability, or upon death
of the participant. Further age and/or service provisions allow for
participants to transfer a portion of previous Company matching
contributions to other investment funds over a five-year period. After
passage of this five-year period, participants are able to direct future
Company matching contributions in the same manner as their own
contributions.
d. Distributions to Participants: Distributions to active participants can be
made under certain circumstances, including financial hardship. Otherwise,
distribution can occur upon the participant's termination of employment,
disability, or death.
e. Participant Loans: Loans are available to participants from their
individual accounts. For each participant, the number of loans outstanding
is limited to two, and no more than two loans are allowed to originate
during a single Plan year. The minimum amount of any loan is $1,000, while
the maximum amount cannot exceed the lesser of 50% of the vested value of
the participant's Plan account or $50,000, reduced by any outstanding loan
balances. The Employees' Benefit Committee determines the interest rate
charged. The loan rates are stated at the prime rate + 1% as of 1st day of
the calendar quarter at the time the loan is taken. During 1998 and 1997,
rates varied between 7.00% and 12.00%. The minimum term of the loan is 6
months and the maximum term is 59 months (or a period not to exceed 15
years if the loan is used to acquire the participant's principal
residence).
f. Temporary Cash Investments: Temporary cash investments include all cash
balances and highly liquid investments with maturity of three months or
less at the time of purchase. Temporary cash investments are placed in
short-term investment funds with the Plan Trustee, and may be held in any
investment funds used by the Plan in order to meet the cash needs of the
Plan.
g. Investments: There are nine investment funds available to plan participants
for prospective contributions; Cincinnati Bell Stable Value Fund, Spectrum
Income Fund, Balanced Fund, Equity Income Fund, Equity Index Fund, Capital
Appreciation Fund, International Stock Fund, New America Growth Fund and
the Cincinnati Bell Inc. Shares Fund. All of the above funds are
administered, trusted and invested by T. Rowe Price or a related
subsidiary. The Convergys Stock Fund holds participants' balances that were
transferred from the Cincinnati Bell Inc. Shares Fund upon the spin-off of
Convergys Corporation from Cincinnati Bell Inc. on December 31, 1998.
Participants can transfer any balance they have in the Convergys Stock Fund
to another fund, but cannot direct future contributions to the Convergys
Stock Fund.
All funds except for the Cincinnati Bell Stable Value Fund and the
Cincinnati Bell Inc. Shares Fund are quoted in shares. These shares
represent the Net Asset Value of shares in T. Rowe Price mutual funds. The
Cincinnati Bell Stable Value Fund and the Cincinnati Bell Inc. Shares Fund
are quoted in units. These units represent a proportionate interest in two
investment funds in which both the Cincinnati Bell Inc. Retirement Savings
Plan and Cincinnati Bell Inc. Savings and Security Plan participate.
The unit values for both the Cincinnati Bell Stable Value Fund and the
Cincinnati Bell Inc. Shares Fund were initiated at a value of 1.0000 on
July 1, 1992. The Cincinnati Bell Stable Value Fund will maintain a unit
value of 1.0000 at all times and any income, gains or losses, contributions
or withdrawals would result in more or less units being credited to an
account. The Cincinnati Bell Inc. Shares Fund unit value will fluctuate
with the performance of the underlying investments which consists primarily
of Cincinnati Bell Inc. common stock and a small amount of temporary cash
investments.
The values of investments on December 31, 1998 and 1997 are determined as
follows: the share value of the Cincinnati Bell shares in the Cincinnati
Bell Inc. Shares Fund and Convergys shares in the Convergys Stock Fund on
the basis of the pro-rata allocation of the last published market price for
the consolidated Cincinnati Bell Inc. value on December 31, 1998 (this
pro-rata allocation was derived using the last "when issued" price for
Cincinnati Bell Inc. and Convergys as of December 31, 1998, compared to the
consolidated Cincinnati Bell Inc. value on December 31, 1998).; shares in
the following T. Rowe Price mutual funds: Spectrum Income Fund, Balanced
Fund, Equity Income Fund, Equity Index Fund, Capital Appreciation Fund,
International Stock Fund, New America Growth Fund, and any mutual fund held
under the Cincinnati Bell Stable Value Fund on the basis of the last
published net asset value on December 31, 1998 and 1997; contracts with
insurance companies in the Cincinnati Bell Stable
7
<PAGE>
Value Fund at principal plus accrued earnings on December 31, 1998 and
1997; loans to participants in the Loan Fund at the principal owed by the
participants on December 31, 1998 and 1997.
As presented in the Statement of Changes in Net Assets Available for
Benefits, the net appreciation (depreciation) in the value of Plan
investments consists of realized gains or losses, and the unrealized
appreciation (depreciation) of these same investments.
h. Administrative Expenses: Administrative expenses are paid by the Plan.
These expenses are allocated and charged to each participant's account
based on the participant's proportionate account balance.
i. Forfeiture of Rights: Units in the Cincinnati Bell Inc. Shares Fund
forfeited by employees under the Plan are valued as of the end of the same
day as the event causing the forfeiture and are applied as credits, thereby
reducing subsequent Company matching contributions. During the 1998 plan
year, forfeitures amounted to $2,850, while $114,674 of cumulative
forfeitures were applied as offsets to Company matching contributions
(amounts applied included both current year and prior year amounts).
j. Use of Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reporting amounts of Net Assets
Available for Benefits as of the date of the Plan's financial statements
and the reported Changes in Net Assets Available for Benefits during the
reporting period. Actual results could differ from these estimates.
(2) AMENDMENT OR TERMINATION OF PLAN: While CBI has not expressed any intent to
terminate the Plan, it reserves the right to terminate the Plan at any
time, subject to collective bargaining agreements. In the event of such
termination, all participants' accounts would become 100% vested and
subject to distribution under the provisions of the Plan.
(3) INVESTMENTS: The interest of a partipant in each type of investment of the
Plan on December 31, 1998 and December 31, 1997 is represented by units or
shares. The number and value of units or shares were:
<TABLE>
<CAPTION>
December 31, 1998
-------------------------------------
Number of Value per
units/shares unit/share
<S> <C> <C>
Cincinnati Bell Stable Value Fund * 9,744,769 units $1.0000
Spectrum Income Fund 79,173 shares $11.5000
Balanced Fund 72,606 shares $18.5900
Equity Income Fund 146,138 shares $26.3200
Equity Index Fund 98,509 shares $33.3800
Capital Appreciation Fund 72,962 shares $13.2200
International Stock Fund 106,514 shares $14.9900
New America Growth Fund 62,952 shares $47.7900
Cincinnati Bell Inc. Shares Fund * 17,075,120 units $2.1941
Convergys Stock Fund * 2,008,002 shares $21.4871
<CAPTION>
December 31, 1997
-----------------------------------------
Number of Value per
units/shares unit/share
<S> <C> <C>
Cincinnati Bell Stable Value Fund * 9,458,605 units $1.0000
Spectrum Income Fund 55,917 shares $11.6600
Balanced Fund 79,213 shares $16.5400
Equity Income Fund 143,217 shares $26.0700
Equity Index Fund 70,829 shares $26.3800
Capital Appreciation Fund 52,446 shares $14.7100
International Stock Fund 99,304 shares $13.4200
New America Growth Fund 53,146 shares $44.1900
Cincinnati Bell Inc. Shares Fund * 17,484,179 units $3.8938
Convergys Stock Fund * N/A
</TABLE>
* THE INVESTMENT IN THIS FUND REPRESENTS 5% OR MORE OF THE PLAN'S NET
ASSETS AVAILABLE FOR BENEFITS.
The number of participants in the various investment funds are shown in the
table below (since participants can invest in a variety of investment funds
the sum of participants in this chart will not equal the number of
participants in the Plan):
<TABLE>
<S> <C>
Cincinnati Bell Stable Value Fund 738
Spectrum Income Fund 240
Balanced Fund 246
Equity Income Fund 531
Equity Index Fund 437
Capital Appreciation Fund 215
International Stock Fund 320
New America Growth Fund 538
Cincinnati Bell Inc. Shares Fund 1,646
Convergys Stock Fund 1,635
</TABLE>
(4) TAX STATUS: The Internal Revenue Service has issued a determination that
the Plan meets the requirements of Section 401(a) of the Internal Revenue
Code (the IRC) and is exempt from Federal income taxes under Section 501(a)
of the IRC.
(5) PLAN AMENDMENTS:
The following Plan amendments became effective January 1, 1999:
- - Specifies certain conditions that apply when eligible employees continue
to invest their interest in the Convergys shares distributed to the Plan
by CBI in a new Convergys Stock Fund of the Plan.
(6) SPIN-OFF OF CONVERGYS CORPORATION: On December 31, 1998, CBI completed the
spin-off of Convergys Corporation (Convergys). At that time, owners of CBI
common shares received Convergys common shares equal to the number of CBI
shares held at the record date for the spin-off. Since the Cincinnati Bell
Inc. Shares Fund held shares of CBI common stock at the record date, a
separate investment fund known as the Convergys
8
<PAGE>
Stock Fund was created. The value reflected in the Statement of Assets
Available for Plan Benefits at December 31, 1998 for the Cincinnati Bell
Inc. Shares Fund and the Convergys Stock Fund is based on a pro-rata
allocation of the last published market price for the consolidated
Cincinnati Bell Inc. on December 31, 1998. This pro-rata allocation was
determined using the percentages of the last published "when issued" prices
for Cincinnati Bell Inc. and Convergys as of December 31, 1998. The cost
basis of the Cincinnati Bell Inc. Shares Fund and the Convergys Stock Fund
are based on a similar pro-rata calculation of ending market values at
December 31, 1998, applied against the total cost basis of the shares. The
Convergys Stock Fund is not available to plan participants for prospective
contributions or investments, and participants cannot re-invest in the
Convergys Stock Fund once they have transferred their investment in the
Convergys Stock Fund to other investment funds.
9
<PAGE>
CINCINNATI BELL INC. SAVINGS AND SECURITY PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
_______________________ Thousands of Dollars__________________
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
------------------------------------- ----------- ---- -----
<S> <C> <C> <C>
CINCINNATI BELL INC. SHARES FUND
Temporary cash investments $5,199 $ 5,199 $ 5,199
Cincinnati Bell Inc. shares # 17,075,120 units 5,043 32,246
Interest receivable $22 22 22
------------ -----------
TOTAL CINCINNATI BELL INC. SHARES FUND 10,264 37,467
CONVERGYS STOCK FUND# 2,008,002 shs. 13,118 43,146
T. ROWE PRICE SPECTRUM INCOME FUND 79,173 shs. 897 912
T. ROWE PRICE BALANCED FUND 72,606 shs. 1,081 1,349
T. ROWE PRICE EQUITY INCOME FUND 146,138 shs. 3,307 3,846
T. ROWE PRICE EQUITY INDEX FUND 98,509 shs. 2,303 3,289
T. ROWE PRICE CAPITAL APPRECIATION FUND 72,962 shs. 1,046 965
T. ROWE PRICE INTERNATIONAL STOCK FUND 106,514 shs. 1,418 1,598
T. ROWE PRICE NEW AMERICA GROWTH FUND 62,952 shs. 2,528 3,009
CINCINNATI BELL STABLE VALUE FUND
T. Rowe Price Stable Value Common Trust Fund 9,680 units 9,680 9,680
Contracts with Prudential Insurance Company of America + 65 units 65 65
-- --
TOTAL CINCINNATI BELL STABLE VALUE FUND 9,745 9,745
LOAN FUND
Loans to Participants $2,384 0 2,384
---- -------
GRAND TOTAL $ 45,707 $ 107,710
======== =========
</TABLE>
- ------------------------------
+ The contracts with these insurance companies guarantee the repayment of
principal and the crediting of interest. During 1998, the composite
effective annual interest rate earned under these contracts for the plan
years 1998 and 1997 was approximately 6.25% and 6.85%, respectively. The
rate at which interest will be credited in future years may be either
higher or lower.
# Party-in-interest to the Plan.
10
<PAGE>
CINCINNATI BELL INC. SAVINGS AND SECURITY PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Identity of Purchase Selling Cost of
Party Involved Description of Asset Price Price Asset
- --------------------------- ------------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
Cincinnati Bell Shares Fund Company Stock $ 4,510,115 $ 4,510,115
Cincinnati Bell Shares Fund Company Stock $ 14,666,554 $ 18,011,935 $ 14,666,554
Cincinnati Bell Shares Fund Company Stock $ 1,981,764 $ 1,981,764
Cincinnati Bell Shares Fund Company Stock $ 2,106,958 $ 3,065,373 $ 2,106,958
<CAPTION>
Current
Value on
Identity of Date of Net Gain
Party Involved Description of Asset Transactions or (Loss)
- --------------------------- ------------------- -------------- -------------
<S> <C> <C> <C>
Cincinnati Bell Shares Fund Company Stock $ 4,510,115
Cincinnati Bell Shares Fund Company Stock $ 18,011,935 $ 3,345,381
Cincinnati Bell Shares Fund Company Stock $ 1,981,764
Cincinnati Bell Shares Fund Company Stock $ 3,065,373 $ 958,415
</TABLE>
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of the Employees' Benefit Committee have duly caused this annual report
to be signed by the undersigned, thereunto duly authorized.
CINCINNATI BELL INC. SAVINGS AND
SECURITY PLAN
By /s/ Pamela B. Wolfe
------------------------------------
Pamela B. Wolfe
Secretary
Employees' Benefit Committee
June 28, 1999
12
<PAGE>
Exhibit 23
To
Form 11-K for 1999
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Cincinnati Bell Inc. on Form S-8 (File No. 33-29332), Form S-8 (File No.
33-60209), Form S-8 (File No. 33-1462), Form S-8 (File No. 33-1487), Form S-8
(File No. 33-29331), Form S-8 (File No. 33-36381), Form S-8 (File No.
33-36380), Form S-14 (File No. 2-82253), Form S-8 (Form No. 333-38743), Form
S-8 (File No. 333-28381), Form S-8 (File No. 333-38763), Form S-8 (File No.
333-28385), Form S-3 (File No. 333-65581) and Form S-8 (333-77011) of our
report dated June 24, 1999 on our audits of the consolidated financial
statements of Cincinnati Bell Inc. Savings and Security Plan as of December
31, 1998 and 1997, and for the year ended December 31, 1998 which report is
included in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
Cincinnati, Ohio
June 29, 1999
