As filed with the Securities and Exchange Commission on November 9, 1999
Registration No. 333-86971
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1
on FORM S-8
to
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CINCINNATI BELL INC.
(Exact name of registrant as specified in its charter)
Ohio 31-1056105
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
201 East Fourth Street, 102-760
P.O. Box 2301
Cincinnati, Ohio 45201-2301
Telephone: (513) 397-9900
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
IXC Communications, Inc. Amended and Restated 1994 Stock Plan
IXC Communications, Inc. Special Stock Plan
IXC Communications, Inc. 1996 Stock Plan
IXC Communications, Inc. 1997 Special Executive Stock Plan
IXC Communications, Inc. 1998 Stock Plan
(Full Title of the Plans)
THOMAS E. TAYLOR, ESQ.
Cincinnati Bell Inc.
201 East Fourth Street, 102-760
P.O. Box 2301
Cincinnati, Ohio 45201-2301
Telephone: (513) 397-9900
(Name, address and telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price per aggregate offering registration fee
to be registered registered (1) share price
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per 17,661,042 shares (2) (2) (2)
share, and related Preferred Stock
Purchase Rights
</TABLE>
(1) These shares were originally registered on the Registration Statement on
Form S-4 to which this Amendment relates.
(2) Not applicable. All filing fees payable in connection with the
registration of these securities were paid in connection with the filing
of preliminary proxy materials of Cincinnati Bell Inc. and IXC
Communications, Inc. on August 18, 1999 and the filing by Cincinnati Bell
of the Registration Statement on Form S-4 on September 13, 1999, to
register 103,152,121 shares of Cincinnati Bell Inc. Common Stock, par
value $0.01 per share, issuable to stockholders of IXC Communications,
Inc., including the 17,661,042 shares which may be issued pursuant to the
Plans referred to above. See "Introductory Statement".
<PAGE>
INTRODUCTORY STATEMENT
Cincinnati Bell Inc. ("Cincinnati Bell") hereby amends its
Registration Statement on Form S-4 (Registration No. 333-86971) (the "Form
S-4") by filing this Post-Effective Amendment No. 1 on Form S-8 (the
"Post-Effective Amendment") relating to the sale of up to 17,661,042 shares of
common stock, par value $.01 per share, of Cincinnati Bell ("Cincinnati Bell
Common Stock") issuable under the IXC Communications, Inc. Amended and
Restated 1994 Stock Plan, the IXC Communications, Inc. Special Stock Plan, the
IXC Communications, Inc. 1996 Stock Plan, the IXC Communications, Inc. 1997
Special Executive Stock Plan and the IXC Communications, Inc. 1998 Stock Plan
(collectively, the "Plans"). This Post-Effective Amendment also covers the
associated preferred stock purchase rights issued pursuant to a Rights
Agreement dated as of April 29, 1999, as amended, between Cincinnati Bell and
The Fifth Third Bank, as rights agent.
On November 9, 1999, Ivory Merger Inc., a Delaware corporation and
wholly owned subsidiary of Cincinnati Bell ("Merger Sub"), was merged (the
"Merger") with and into IXC Communications, Inc., a Delaware corporation
("IXC"). As a result of the Merger, IXC became a wholly owned subsidiary of
Cincinnati Bell and each outstanding share (other than shares owned by IXC,
Cincinnati Bell or Merger Sub) of common stock, par value $.01 per share, of
IXC ("IXC Common Stock"), was converted into the right to receive
2.0976 shares of Cincinnati Bell Common Stock. In addition, each outstanding
option issued pursuant to the Plans will no longer be exercisable for shares
of IXC Common Stock, but instead, will constitute an option to acquire, on the
same terms and conditions as were applicable under such option immediately
prior to the completion of the Merger, that number of shares of Cincinnati
Bell Common Stock (rounded down to the nearest whole share) equal to the
product of (x) the number of shares of IXC Common Stock for which such option
was theretofore exercisable and (y) 2.0976. The exercise price for each option
shall be equal to the exercise price per share for such option immediately
prior to the effective time of the Merger divided by 2.0976, rounded to the
nearest hundredth of a cent.
The designation of the Post-Effective Amendment as Registration No.
333-86971 denotes that the Post-Effective Amendment relates only to the shares
of Cincinnati Bell Common Stock issuable upon the exercise of stock options
under the Plans and that this is the first Post-Effective Amendment to the
Form S-4 filed with respect to such shares.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been filed by Cincinnati Bell with the
Securities and Exchange Commission (the "SEC") and are incorporated herein by
reference (SEC File No. 1-8519):
(1) Annual Report on Form 10-K for the fiscal year ended December
31, 1998.
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999, June 30, 1999 and September 30, 1999.
(3) Current Reports on Form 8-K filed on January 15, 1999, February
8, 1999, April 20, 1999, July 21, 1999, July 23, 1999, October
13, 1999 and October 22, 1999.
(4) The description of Cincinnati Bell Common Stock set forth in
Cincinnati Bell's Registration Statement on Form S-3 filed with
the SEC on October 8, 1996.
All documents filed subsequent to the date hereof by Cincinnati Bell
with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "1934 Act") and prior to the filing of a
post-effective amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and made a part
hereof from their respective dates of filing (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated above or
subsequently filed by Cincinnati Bell pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act in each year during which the offering made hereby
is in effect prior to the filing with the SEC of Cincinnati Bell's Annual
Report on Form 10-K covering such year shall not be Incorporated Documents or
be incorporated by reference herein or be a part hereof from and after the
filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of the Cincinnati Bell Common Stock
being registered hereby has been passed upon for Cincinnati Bell by Thomas E.
Taylor, Esq., General Counsel and Secretary of Cincinnati Bell. As of
September 9, 1999, Mr. Taylor owned approximately 62,000 shares of Cincinnati
Bell Common Stock (a substantial majority of which are subject to vesting
restrictions) and options to purchase 108,750 shares of Cincinnati Bell Common
Stock.
Item 6. Indemnification of Directors and Officers
With certain exceptions to the following limitation, Ohio law
provides that a director is liable in damages for any action he or she takes
or fails to take only if it is proved by clear and convincing evidence in a
court of competent jurisdiction that such action or failure to act was taken
with deliberate intent to
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cause injury to the corporation or undertaken with reckless disregard for the
best interests of the corporation.
Under Ohio law, a corporation may indemnify any person who was or is
a party or is threatened to be made a party to any proceeding, other than an
action by or in the right of the corporation, because the person is or was a
director or officer, against liability reasonably incurred by the director or
officer in connection with the proceeding if either:
o the director or officer acted in good faith and in a manner the
director or officer reasonably believed to be in or not opposed
to the best interests of the corporation or
o with respect to any criminal action or proceeding, the director
or officer had no reasonable cause to believe the director's or
officer's conduct was unlawful.
Under Ohio law, a corporation may indemnify any person who was or is
a party or is threatened to be made a party to any proceeding, by or in the
right of the corporation to procure a judgment in its favor, because the
person is or was a director or officer against liability reasonably incurred
by the director or officer in connection with the proceeding if the director
or officer acted in good faith and in a manner the director or officer
reasonably believed to be in or not opposed to the best interests of the
corporation, except that a corporation may not indemnify a director or officer
if either:
o the director or officer has been adjudged to be liable for
negligence or misconduct in the performance of the director's
or officer's duty to the corporation unless and only to the
extent that the court in which the proceeding was brought
determines that, in view of all the circumstances of the case,
the director or officer is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper or
o the only liability asserted against a director in a proceeding
is for the director voting for or assenting to the following:
o the payment of a dividend or distribution, the making of a
distribution of assets to shareholders, or the purchase or
redemption of the corporation's own shares in violation of
Ohio law or the corporation's articles of incorporation
o a distribution of assets to shareholders during the
winding up of the affairs of the corporation, or
dissolution or otherwise, without the payment of all known
obligations of the corporation or without making adequate
provision for their payment or
o the making of a loan, other than in the usual course of
business, to an officer, director or shareholder of the
corporation other than in the case of at the time of the
making of the loan, a majority of the disinterested
directors of the corporation voted for the loan and,
taking into account the terms and provisions of the loan
and other relevant factors, determined that the making of
the loan could reasonably be expected to benefit the
corporation.
Under Ohio law, to the extent that a director or officer has been
successful on the merits or otherwise in defense of the proceeding, the
director or officer must be indemnified against expenses actually and
reasonably incurred by him or her in connection with that proceeding.
Ohio law provides that any indemnification for a director or
officer, unless ordered by a court, is subject to a determination that the
director or officer has met the applicable standard of conduct. The
determination will be made by either:
o a majority vote of a quorum of the directors who are not
parties to such proceeding
o if there is not a quorum of such directors, or if a majority
vote of such directors so directs, independent legal counsel in
a written opinion
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o by the shareholders or
o by the court of common pleas or by the court in which the
proceeding was brought.
Ohio law provides that the corporation must pay expenses as they are
incurred by the director or officer in defending the proceeding if the
director or officer undertakes to:
o repay the amount if it is determined that the director's or
officer's action or failure to act involved an act or omission
undertaken with deliberate intent to cause injury to the
corporation or undertaken with reckless regard for the best
interests of the corporation and
o reasonably cooperate with the corporation concerning the
proceeding.
Under Ohio law, a corporation may advance expenses before the final
disposition of a proceeding if the director or officer undertakes to repay the
amount if it is ultimately determined that the director or officer is not
entitled to indemnification.
Ohio law gives a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability asserted
against, and incurred in his or her capacity as a director or officer, whether
or not the corporation would have the power to indemnify the director or
officer against this liability under Ohio law.
The Cincinnati Bell amended regulations provide that Cincinnati Bell
will indemnify directors and officers to the fullest extent permitted by law.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement:
(a) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "1933 Act");
(b) 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 this
registration statement; and
(c) 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 this registration statement;
provided, however, that paragraphs 1(a) and 1(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the 1934 Act that are incorporated by
reference in this registration statement.
(2) The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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(3) The undersigned registrant hereby undertakes 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.
(4) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
1933 Act 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 SEC such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for 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 by
it is against public policy as expressed in the 1933 Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cincinnati, State of
Ohio, on the 9th day of November, 1999.
CINCINNATI BELL INC.
By: /s/ Thomas E. Taylor
__________________________
Name: Thomas E. Taylor
Title: General Counsel and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the capacities indicated on the date indicated.
Signature Title Date
* President, Chief Executive November 9, 1999
___________________________ Officer and Director
Richard G. Ellenberger (Chief Executive Officer)
*
____________________________ Chief Financial Officer November 9, 1999
Kevin W. Mooney (Principal Accounting and
Financial Officer)
*
____________________________ Director November 9, 1999
Phillip R. Cox
*
____________________________ Director November 9, 1999
J. Taylor Crandall
*
____________________________ Director November 9, 1999
William A. Friedlander
*
_____________________________ Director November 9, 1999
Karen M. Hoguet
*
______________________________ Director November 9, 1999
Daniel J. Meyer
*
______________________________ Director November 9, 1999
James D. Kiggen
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Signature Title Date
*
______________________________ Director November 9, 1999
John T. LaMacchia
*
______________________________
Mary D. Nelson Director November 9, 1999
*
______________________________ Director November 9, 1999
David B. Sharrock
*By: /s/ Thomas E. Taylor
_____________________________
Thomas E. Taylor
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit
Number Description
4.1 Provisions of the Amended Articles of Incorporation of
Cincinnati Bell effective November 9, 1989, which define
the rights of security holders of Cincinnati Bell
(incorporated by reference to Exhibit (3)(a) to Cincinnati
Bell's Annual Report on Form 10-K for the quarterly period
ended December 31, 1989, SEC File No. 1-8519).
4.2 Provisions of the Amended Regulations of Cincinnati Bell
which define the rights of securityholders of Cincinnati
Bell (incorporated by reference to Exhibit 3.2 to
Cincinnati Bell's Registration Statement on Form S-3 filed
February 26, 1985, SEC File No. 2-96054).
4.3 Rights Agreement dated as of April 29, 1997, as amended,
between Cincinnati Bell and The Fifth Third Bank, as
Rights Agent, including the form of rights certificate
attached as Exhibit B thereto (incorporated by reference
to exhibit 4.1 to Cincinnati Bell's Registration Statement
on Form 8-A filed May 1, 1997, SEC File No. 1-8519,
Exhibit 1 to Amendment No. 1 to the Registration Statement
on Form 8-A/A filed August 6, 1999, SEC File No. 1-8519).
5.1 Opinion of Thomas E. Taylor, Esq., General Counsel of the
Registrant, as to the legality of the securities to being
registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Thomas E. Taylor, Esq., General Counsel of
Cincinnati Bell (included in Exhibit 5.1).
24.1* Power of Attorney
______________________
* Previously Filed
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Exhibit 5.1
November 9, 1999
Board of Directors of
Cincinnati Bell Inc.
201 East Fourth Street
Cincinnati, Ohio 45201-2301
Ladies and Gentlemen:
With reference to the Post-Effective Amendment No. 1 on Form S-8 to the
Registration Statement on Form S-4 which Cincinnati Bell Inc., an Ohio
corporation ("Cincinnati Bell") will file on the date hereof with the
Securities and Exchange Commission (the "SEC") under the Securities Act of
1933, registering 17,661,042 common shares, par value $.01 per share
(including an equal number of associated preferred stock purchase rights
issued pursuant to a Rights Agreement dated as of April 29, 1999, as amended,
between Cincinnati Bell and The Fifth Third Bank, as rights agent that
initially trade with the common shares), of Cincinnati Bell (the "Cincinnati
Bell Common Stock") issuable by Cincinnati Bell upon the exercise of stock
options granted under the IXC Communications, Inc. Amended and Restated 1994
Stock Plan, the IXC Communications, Inc. Special Stock Plan, the IXC
Communications, Inc. 1996 Stock Plan, the IXC Communications, Inc. 1997
Special Executive Stock Plan, and the IXC Communications, Inc. 1998 Stock Plan
(collectively, the "Plans"), I am of the opinion that all proper corporate
proceedings have been taken so that any Cincinnati Bell Common Stock to be
offered and sold which are of original issuance, upon sale and payment
therefor in accordance with the Plans and the resolutions of the Board of
Directors of Cincinnati Bell relating to the offering and sale of Cincinnati
Bell Common Stock thereunder, will be legally issued, fully paid and
nonassessable. I hereby consent to the filing of this opinion with the SEC in
connection with the registration statement referred to above.
Very truly yours,
/s/ Thomas E. Taylor
_____________________________
Thomas E. Taylor
General Counsel and Secretary
Cincinnati Bell Inc.
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-
Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form
S-4 (Registration No. 333-86971) (the "Registration Statement") of Cincinnati
Bell Inc. of our report dated March 12, 1999 relating to the financial
statements, which appears in Cincinnati Bell Inc.'s 1998 Annual Report to
Shareholders, which is incorporated by reference in its Annual Report on Form
10-K for the year ended December 31, 1998. We also consent to the
incorporation by reference of our report dated March 29, 1999 relating to the
financial statement schedule, which appears in such Annual Report on Form
10-K. We also consent to the references to us under the headings "Experts" and
"Selected Financial Data" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Cincinnati, Ohio
November 9, 1999
