SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
July 21, 1999
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(Date of earliest event reported)
CINCINNATI BELL INC.
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(Exact name of registrant as specified in its charter)
Ohio 1-8519 31-1056105
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Identification
organization) Number) Number)
201 East Fourth Street
Cincinnati, Ohio 45202
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(Address of principal executive offices) (Zip Code)
(513) 397-9900
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(Registrant's telephone number, including area code)
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Item 5. Other Events
The press release of Cincinnati Bell Inc. (the "Company") and IXC
Communications, Inc. ("IXC") dated July 21, 1999 is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
Certain financial and other information regarding IXC and the
Company is attached hereto as Exhibit 99.2 and incorporated herein by
reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
CINCINNATI BELL INC.
by:
/s/ THOMAS E. TAYLOR
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Name: Thomas E. Taylor
Title: General Counsel and
Secretary
Date: July 21, 1999
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Exhibit Index
Exhibit No. Exhibit Page No.
- ----------------- ---------------------------------- --------
99.1 Press Release of the Company and IXC
dated July 21, 1999.
99.2 Certain Financial and Other Information.
Contacts:
Cincinnati Bell IXC Oak Hill
Libby Korosec (media) Melissa Jackson (media) Hollis Rafkin-Sax
(513) 397-1589 (512) 231-5247 Chatsworth Group
ekorosec @ cinbell.com mjackson @ ixc-comm.com (914) 834-1821
rafsax @ chatsworthgrp.com
Hugh Anderson (investors) Greta Wiechman (investors)
(513) 397-7877 (512) 427-3751
handerson @ cinbell.com gwiechman @ ixc-comm.com
Fred Bratman (Financial media)
Sard Verbinnen & Co., Inc.
(212) 687-8080
IXC to Merge With Cincinnati Bell
Merger Creates Integrated Communications Powerhouse
Robert M. Bass' Oak Hill Makes Strategic Investment
CINCINNATI, OHIO, and AUSTIN, TEXAS, July 21, 1999 - Cincinnati Bell Inc.
(NYSE:CSN), one of the nation's premier local communications providers,
announced today a merger agreement with IXC Communications, Inc.
(NASDAQ:IIXC) a leading nationwide next-generation fiber network carrier
providing advanced telecommunications services. This merger creates a
powerful local/national combination offering businesses throughout the
country end-to-end broadband and data solutions.
This combination creates an integrated data communications powerhouse with
more than 1 million customers, 5,000 employees in 35 locations, a
leading-edge fiber network of approximately 13,000 miles stretching from
coast-to-coast, and a combined capitalization of over $7.2 billion. "This
merger unites the best elements of Cincinnati Bell and IXC to form a
world-class communications leader with the capability to transform our
industry," said Richard G. Ellenberger, president and CEO of Cincinnati
Bell.
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Under the agreement, approved by directors of both companies yesterday,
each share of IXC Communications stock will be converted at a fixed
exchange ratio of 2.0976 shares of Cincinnati Bell common stock. Based on
yesterday's closing price for CSN of $23.56, the transaction is valued at
approximately $3.2 billion (including assumed debt).
As part of the agreement, several significant shareholders of IXC have
agreed to vote in favor of the merger. In addition, Cincinnati Bell has
agreed to purchase from General Electric Pension Trust approximately 5
million shares of IXC common stock for a cash price of $50 per share.
Shareholders representing approximately 40% of the outstanding shares of
IXC have committed to vote their shares in favor of the transaction,
including the 5 million shares to be purchased.
Concurrent with the announcement of this transaction, Oak Hill Capital
Partners, L.P., an investment partnership founded by Robert M. Bass, is
purchasing $400 million of convertible subordinated debentures of
Cincinnati Bell. The debentures have a coupon of 6.75% and are convertible
at a price of $29.89 per share of Cincinnati Bell common stock. Cincinnati
Bell's board of directors has also authorized using up to $200 million of
the proceeds from the Oak Hill investment to repurchase stock in an open
market share repurchase program.
"We believe that this transaction represents an opportunity to create a
quantum leap in shareholder value for the combined company which compelled
the Robert M. Bass group to make its largest single investment ever,"
commented J. Taylor Crandall, managing partner of Oak Hill Capital
Partners. "The value
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proposition here is to merge IXC's state-of-the-art network with an
innovative, experienced, and proven management team from Cincinnati Bell to
create an integrated communications powerhouse."
Cincinnati Bell contributes extensive experience in the development and
marketing of bundled services, an industry-leading reputation for
operational, back-office and provisioning excellence, and leadership in the
deployment of high bandwidth solutions, as evidenced by its highly
successful deployment of digital subscriber line (DSL) services.
"Customers want providers that go beyond just offering connectivity," said
Ellenberger. "With IXC's next-generation fiber network, Cincinnati Bell
will provide end-to-end advanced high bandwidth applications and solutions.
With this move, we are now positioned to offer a bundle of local, long
distance, ATM/Frame Relay, xDSL, Internet, and other advanced services to
businesses nationwide."
For IXC, this is an opportunity to realize more quickly the full potential
of its planned 18,000-mile next generation fiber network which provides a
backbone to many of the nation's largest telecommunications providers and
internet service providers. The company offers fast-packet and long
distance switched and dedicated services. The company has made a series of
significant product announcements culminating with last December's
introduction of the Gemini2000 network - the first giga-speed Internet
backbone. IXC also successfully built a strong retail business through
sales and branch offices
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across the country targeting business customers and offering a full range
of voice, data, and Internet services, including integrated access.
"For us, this is the best of both worlds," said IXC Communications CEO,
John Zrno. "With the financial strength, management depth, service bundling
and back-office and provisioning expertise of Cincinnati Bell, we now have
the resources, knowledge and depth to fully realize the potential of the
industry-leading IP data services we have built. I am very excited about
the potential that our two companies together represent to the major users
of advanced communications services in the U.S. and abroad."
Two of IXC's directors, John Zrno and Richard Irwin, as well as J. Taylor
Crandall from Oak Hill, will join the Cincinnati Bell board. Cincinnati
Bell's Board of Directors also announced that Richard Ellenberger will
become president and CEO of the new, combined company, which will be
headquartered in Cincinnati, Ohio.
Rick Pontin, president and chief operating officer of Cincinnati Bell
Telephone, will direct the efforts between Cincinnati Bell and IXC to merge
the two companies. "Both companies will quickly focus on maximizing
synergies in revenue generation, product development, and customer service.
We plan to swiftly execute on opportunities for integration," said Pontin.
The merger is expected to be consummated late in the fourth quarter of
1999, or early in 2000. The merger is subject to certain regulatory
approvals and other
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customary conditions, including the approval of majority of the
shareholders of the outstanding shares of both companies.
Consistent with maximizing the expanded growth opportunities available to
the combined company, Cincinnati Bell also announced that following its
August 3rd payment date it will discontinue paying dividends. IXC does not
pay a common-share dividend.
Salomon Smith Barney Inc. served as financial advisor to Cincinnati Bell.
Merrill Lynch & Co. and Morgan Stanley, Dean Witter served as financial
advisors to IXC.
Separately, Cincinnati Bell announced financial results for the second
quarter ended June 30. Revenues increased 16 percent to $253.6 million,
compared with $219.5 million in the second quarter of 1998. Income from
continuing operations increased 76 percent to $28.3 million, or 20 cents
per share, compared with $16.1 million or 12 cents per share in the second
quarter last year.
Growth in wireless and data revenues were principal factors in the revenue
increase. Substantial margin improvement in Cincinnati Bell's core local
telephone business drove earnings growth.
Income from continuing operations excludes results from Convergys
Corporation, which Cincinnati Bell spun off at the end of 1998.
<PAGE>
About Cincinnati Bell
Cincinnati Bell is a full service, integrated communications company that
provides competitive local communications as well as data, Internet,
wireless, entertainment, directory, long distance and data networking
services to customers in the Cincinnati, Ohio, metropolitan area and in
many other Midwestern cities. Cincinnati Bell is on the World Wide Web at
cincinnatibell.com.
About IXC
IXC's network-based delivery solutions are designed to address the speed
and capacity requirements of the global communications market. IXC
offerings include private line, fast packet (ATM and frame relay), Internet
and long distance switched and dedicated services. IXC is at the forefront
of the industry's new class of emerging domestic and international
carriers. IXC is a publicly traded company listed on Nasdaq under the
symbol IIXC.
About Oak Hill Capital Partners, L.P.
Oak Hill Capital Partners, L.P. is a newly formed private equity
partnership founded by Robert M. Bass and his team of investment
professionals. Oak Hill Capital makes significant investments through
acquisitions, build-ups, recapitalizations, restructurings, strategic joint
ventures and the purchase of minority stakes across a wide range of
industries. The Oak Hill Securities Fund, LP, also participating in the
Cincinnati Bell Inc. investment, is a $1.75 billion partnership
specializing in bank loans, high yield securities and special situation
investments.
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Certain Financial and Other Information
The Company does not, as a matter of course, make public forecasts or
projections as to its future financial performance. However, in connection
with the Company's evaluation of a possible transaction with IXC
Communications, Inc. ("IXC"), the Company developed certain projections
regarding the Company and IXC. Set forth below is (i) certain projected
combined financial data for the Company and IXC, which gives effect to
anticipated synergies and (ii) the Company's estimates of results for IXC
for fiscal 1999. Also set forth below is a discussion of anticipated
synergies arising from the transaction.
Projected Combined Financial Data for the Company and IXC
(Dollars in millions)
2000 2001 2002 2003 2004
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Revenues.................. $2,097 $2,632 $3,353 $4,170 $5,037
EBITDA.................... 477 638 849 1,097 1,357
Capital Expenditures...... 805 596 430 458 488
Note: Projections include synergies.
Estimated IXC Fiscal 1999 Results
Based upon the Company's due diligence review and discussions with IXC's
management, the Company expects that IXC will generate fiscal year 1999
revenue of approximately $640 million and EBITDA, excluding restructuring
charges, of break-even or below.
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Potential Synergies
The Company believes that the combination of the Company with IXC
will allow it to offer a broader suite of services to its customers than
either company could have offered on its own. In addition, the Company
believes it will be able to utilize its local assets and experience and
IXC's national infrastructure in developing value-added, customer-oriented
communications solutions to enhance the Company's ability to compete for
large business customers. Anticipated incremental synergies resulting from
the merger include:
Synergy Opportunity
Revenue Efficiencies Opportunity to increase revenue
realization on in-region long
distance voice traffic and increase
sales of data services to in-region
customers
Operating Efficiencies Opportunity to eliminate certain
duplicative corporate and administrative
functions between the Company and IXC;
use of IXC's network to transport the
Company's out-of-region long distance
traffic
Capital Efficiencies Opportunity to postpone and/or
eliminate certain expected network
capital expenditures such as the cost of
developing and constructing additional
network operating centers
The Company has also identified market opportunities that may
produce additional value as a result of the merger. For example,
opportunities to create new revenue in data network services, dedicated and
dial-up Internet access, web hosting and application services, and national
data product offerings could produce substantial incremental value.
THE PROJECTIONS INCLUDED HEREIN WERE NOT PREPARED WITH A VIEW TO PUBLIC
DISCLOSURE OR COMPLIANCE WITH PUBLISHED GUIDELINES OF THE SECURITIES AND
EXCHANGE COMMISSION OR THE GUIDELINES ESTABLISHED BY THE AMERICAN INSTITUTE
OF CERTIFIED PUBLIC ACCOUNTANTS REGARDING PROJECTIONS OR FORECASTS. THESE
FORWARD-LOOKING STATEMENTS (AS THAT TERM IS DEFINED IN THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1996) ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE
PROJECTIONS. THE PROJECTIONS ALSO REFLECT NUMEROUS ASSUMPTIONS WITH RESPECT
TO INDUSTRY PERFORMANCE, GENERAL BUSINESS, ECONOMIC, MARKET AND FINANCIAL
CONDITIONS AND OTHER MATTERS, ALL OF WHICH ARE DIFFICULT TO PREDICT, MANY
OF WHICH ARE BEYOND THE COMPANY'S CONTROL. ACCORDINGLY, THERE CAN BE NO
ASSURANCE THAT THE
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ASSUMPTIONS MADE IN PREPARING THE PROJECTIONS WILL PROVE ACCURATE, AND
ACTUAL RESULTS MAY BE MATERIALLY GREATER OR LESS THAN THOSE CONTAINED IN
THE PROJECTIONS. THE INCLUSION OF THE PROJECTIONS HEREIN SHOULD NOT BE
REGARDED AS AN INDICATION THAT THE COMPANY, IXC OR THEIR RESPECTIVE
AFFILIATES OR REPRESENTATIVES CONSIDERED OR CONSIDER THE PROJECTIONS TO BE
A RELIABLE PREDICTION OF FUTURE EVENTS, AND THE PROJECTIONS SHOULD NOT BE
RELIED UPON AS SUCH. NONE OF THE COMPANY, IXC OR ANY OF THEIR RESPECTIVE
AFFILIATES OR REPRESENTATIVES ASSUMES ANY RESPONSIBILITY FOR THE VALIDITY,
REASONABLENESS, ACCURACY OR COMPLETENESS OF THE PROJECTIONS. NONE OF THE
COMPANY, IXC OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS
MADE, OR MAKES, ANY REPRESENTATION TO ANY PERSON REGARDING THE INFORMATION
CONTAINED IN THE PROJECTIONS AND NONE OF THEM INTENDS TO UPDATE OR
OTHERWISE REVISE THE PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER
THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS IN THE
EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE PROJECTIONS ARE
SHOWN TO BE IN ERROR.
