<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.
RETIREMENT SAVINGS PLAN
----------------------
CINCINNATI BELL INC.
201 East Fourth Street
Cincinnati, Ohio 45202
<PAGE>
CINCINNATI BELL INC.
RETIREMENT SAVINGS 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>
[LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
The Cincinnati Bell Inc. Retirement Savings 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. Retirement Savings 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.
/s/ PricewaterhouseCoopers LLP
Cincinnati, Ohio
June 24, 1999
3
<PAGE>
CINCINNATI BELL INC. RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
Thousands of Dollars
------------------------------- ---------------------------
Cincinnati Spectrum Equity Equity Capital
Bell Stable Income Balanced Income Index Appreciation International
ASSETS Value Fund Fund Fund Fund Fund Fund Stock Fund
----------- -------- -------- ------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments - stated at fair value
(cost of $90,789):
Temporary cash investments - - - - - - -
Cincinnati Bell Inc. shares - - - - - - -
Convergys Corporation shares - - - - - - -
Mutual funds $10,888 $4,360 $3,415 $19,275 $8,793 $4,046 $5,242
Contracts with insurance companies 73 - - - - - -
Loans to participants - - - - - - -
Interest and dividends receivable - - - - - - -
Other receivables 56 - - - - - -
----------- -------- -------- ------- -------- ---------- ----------
Total Investments 11,017 4,360 3,415 19,275 8,793 4,046 5,242
----------- -------- -------- ------- -------- ---------- ----------
----------- -------- -------- ------- -------- ---------- ----------
LIABILITIES
Administrative fees payable and other 3 - - - - - -
----------- -------- -------- ------- -------- ---------- ----------
Net Assets Available for Benefits $11,014 $4,360 $3,415 $19,275 $8,793 $4,046 $5,242
----------- -------- -------- ------- -------- ---------- ----------
----------- -------- -------- ------- -------- ---------- ----------
<CAPTION>
Thousands of Dollars
-------------------- ------------------
Cincinnati Convergys
New America Bell Inc. Stock Loan
ASSETS Growth Fund Shares Fund Fund Fund Total
----------- ---------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
Investments - stated at fair value
(cost of $90,789):
Temporary cash investments - 9,627 - - $9,627
Cincinnati Bell Inc. shares - 48,306 - - 48,306
Convergys Corporation shares - - $65,307 65,307
Mutual funds $10,749 - - - 66,768
Contracts with insurance companies - - - - 73
Loans to participants - - - $1,913 1,913
Interest and dividends receivable - 34 - - 34
Other receivables - - - - 56
---------- ---------- --------- -------- ---------
Total Investments $10,749 57,967 65,307 1,913 192,084
---------- ---------- --------- -------- ---------
---------- ---------- --------- -------- ---------
LIABILITIES
Administrative fees payable and other - - - - 3
---------- ---------- --------- -------- ---------
Net Assets Available for Benefits $10,749 $57,967 $65,307 $1,913 $192,081
---------- ---------- --------- -------- ---------
---------- ---------- --------- -------- ---------
</TABLE>
- -----------------------------------------------
See Notes to Financial Statements
4
<PAGE>
CINCINNATI BELL INC. RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Thousands of Dollars
-----------------------------------------------------------------------------
Cincinnati Spectrum Equity Equity Capital
Bell Stable Income Balanced Income Index Appreciation
ASSETS Value Fund Fund Fund Fund Fund Fund
------------ ---------- -------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Investments - stated at fair value (cost of $76,763):
Temporary cash investments - - - - - -
Cincinnati Bell Inc. shares - -
Mutual funds $10,270 $4,108 $2,486 $18,967 $5,832 $3,835
Contracts with insurance companies 272 - - - - -
Loans to participants - - - - - -
Interest and dividends receivable - - - - - -
------------ ---------- -------- --------- ----------- ------------
Total Investments 10,542 4,108 2,486 18,967 5,832 3,835
------------ ---------- -------- --------- ----------- ------------
------------ ---------- -------- --------- ----------- ------------
LIABILITIES
Administrative fees payable and other 3 - - - - -
------------ ---------- -------- --------- ----------- ------------
Net Assets Available for Benefits $10,539 $4,108 $2,486 $18,967 $5,832 $3,835
------------ ---------- -------- --------- ----------- ------------
------------ ---------- -------- --------- ----------- ------------
<CAPTION>
Thousands of Dollars
----------------------------------------------------------------------
International New America Cincinnati Bell Inc.Loan
ASSETS Stock Fund Growth Fund Shares Fund Fund Total
------------ ------------ ---------------- --------- ----------
<S> <C> <C> <C> <C> <C>
Investments - stated at fair value (cost of $76,763):
Temporary cash investments - - $5,303 - $5,303
Cincinnati Bell Inc. shares 94,605 - 94,605
Mutual funds $4,809 $8,416 - - 58,723
Contracts with insurance companies - - - - 272
Loans to participants - - - $ 2,043 2,043
Interest and dividends receivable - - 22 - 22
------------ ------------ ---------------- --------- ----------
Total Investments 4,809 8,416 99,930 2,043 160,968
------------ ------------ ---------------- --------- ----------
------------ ------------ ---------------- --------- ----------
LIABILITIES
Administrative fees payable and other - - 149 - 152
------------ ------------ ---------------- --------- ----------
Net Assets Available for Benefits $4,809 $8,416 $99,781 $2,043 $160,816
------------ ------------ ---------------- --------- ----------
------------ ------------ ---------------- --------- ----------
</TABLE>
- -------------------------------------------------------
See Notes to Financial Statements
5
<PAGE>
CINCINNATI BELL INC. RETIREMENT SAVINGS 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 Equity
Bell Stable Income Balanced Income Index
Value Fund Fund Fund Fund Fund
------------ ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Assets Available for Benefits as of December 31, 1997 $10,539 $4,108 $2,486 $18,967 $5,832
------------ ----------- ---------- --------- ---------
Employee allotments 392 327 281 1,069 731
Participating company contributions - - - - -
Transfers from/(to) other Cincinnati Bell Inc. plans 279 25 49 84 66
Transfer of participants' balances -- net (392) (94) 291 (1,577) 817
------------ ----------- ---------- --------- ---------
Total allotments, contributions and transfers 279 258 621 (424) 1,614
Investment income:
Dividends on Cincinnati Bell Inc. shares - - - - -
Other dividends - 330 100 1,516 112
Interest 663 - - - -
Net appreciation/(depreciation) of investments - (61) 336 183 1,727
------------ ----------- ---------- --------- ---------
Total additions 942 527 1,057 1,275 3,453
------------ ----------- ---------- --------- ---------
Less: Distributions to participants 467 275 128 967 492
Administrative and other expenses paid by the Plan - - - - -
------------ ----------- ---------- --------- ---------
Total deductions 467 275 128 967 492
------------ ----------- ---------- --------- ---------
Net increase (decrease) in Assets Available for Plan Benefits 475 252 929 308 2,961
------------ ----------- ---------- --------- ---------
Net Assets Available for Benefits as of December 31, 1998 $11,014 $4,360 $3,415 $19,275 $8,793
------------ ----------- ---------- --------- ---------
------------ ----------- ---------- --------- ---------
<CAPTION>
Thousands of Dollars
-------------------------------------------------------------
Cincinnati Convergys
International New America Bell Inc. Stock
Stock Fund Growth Fund Shares Fund Fund
------------- ------------- ------------- ------------
<S> <C> <C> <C> <C>
Net Assets Available for Benefits as of December 31, 1997 $4,809 $8,416 $99,781 -
------------- ------------- ------------- ------------
Employee allotments 528 896 1,270 -
Participating company contributions - - 2,352 -
Transfers from/(to) other Cincinnati Bell Inc. plans 26 48 (1,138) -
Transfer of participants' balances -- net (670) 89 (63,063) 65,307
------------- ------------- ------------- ------------
Total allotments, contributions and transfers (116) 1,033 (60,579) 65,307
Investment income:
Dividends on Cincinnati Bell Inc. shares - - 1,208 -
Other dividends 199 812 - -
Interest - - 289 -
Net appreciation/(depreciation) of investments 569 780 21,905 -
------------- ------------- ------------- ------------
Total additions 652 2,625 (37,177) 65,307
------------- ------------- ------------- ------------
Less: Distributions to participants 219 292 4,606 -
Administrative and other expenses paid by the Plan - - 31 -
------------- ------------- ------------- ------------
Total deductions 219 292 4,637 -
------------- ------------- ------------- ------------
Net increase (decrease) in Assets Available for Plan Benefits 433 2,333 (41,814) 65,307
------------- ------------- ------------- ------------
Net Assets Available for Benefits as of December 31, 1998 $5,242 $10,749 $57,967 $65,307
------------- ------------- ------------- ------------
------------- ------------- ------------- ------------
<CAPTION>
Thousands of Dollars
------------------------------------------
Loan
Fund Total Total
--------- ---------- ----------
<S> <C> <C> <C>
Net Assets Available for Benefits as of December 31, 1997 $2,043 $160,816 $160,816
--------- ---------- ----------
Employee allotments - 5,983 5,983
Participating company contributions - 2,352 2,352
Transfers from/(to) other Cincinnati Bell Inc. plans (29) (525) (525)
Transfer of participants' balances -- net (246) - -
--------- ---------- ----------
Total allotments, contributions and transfers (275) 7,810 7,810
Investment income:
Dividends on Cincinnati Bell Inc. shares - 1,208 1,208
Other dividends - 3,696 3,696
Interest 184 1,136 1,136
Net appreciation/(depreciation) of investments - 25,033 25,033
--------- ---------- ----------
Total additions (91) 38,883 38,883
--------- ---------- ----------
Less: Distributions to participants 39 7,587 7,587
Administrative and other expenses paid by the Plan - 31 31
--------- ---------- ----------
Total deductions 39 7,618 7,618
--------- ---------- ----------
Net increase (decrease) in Assets Available for Plan Benefits (130) 31,265 31,265
--------- ---------- ----------
Net Assets Available for Benefits as of December 31, 1998 $1,913 $192,081 $192,081
--------- ---------- ----------
--------- ---------- ----------
</TABLE>
- ----------------------------------------------------------
See Notes to Financial Statements
6
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(1) PLAN DESCRIPTION AND ACCOUNTING POLICIES:
a. General: The Cincinnati Bell Inc. Retirement Savings Plan (the Plan) is
available to all eligible salaried employees of Cincinnati Bell Inc.
(referred to as CBI, or the Company) and Cincinnati Bell Telephone (CBT),
and salaried and hourly employees of Cincinnati Bell Long Distance Inc.
(CBLD), Cincinnati Bell Supply Co. (CBS), Cincinnati Bell
Telecommunications Services Inc. (CBTS), Cincinnati Bell Wireless Co.
(CBW), and Cincinnati Bell Network Solutions (CBNS). 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 attained the age of 21 to elect to
contribute to the Plan, in before-tax and after-tax dollars, up to 16% of
their compensation to the Plan (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. Total
before-tax and after-tax contributions may not exceed 16% of a
participant's compensation. Participants specify the manner in which
their own funds 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 employees who have attained the age of 21 and
have at least one year of eligibility service, the Company makes
bi-weekly matching contributions equal to 66 2/3% of a participant's
basic contributions. Basic contributions are at the participant's
discretion and can range from one to six percent of compensation. All
employer contributions are allocated to the Cincinnati Bell Inc. Shares
Fund. With the exception of CBLD participants, the Company's
contributions are subject to forfeiture if the participant has less than
five years of vesting service (three years in the case of CBLD
employees). Subject to these same considerations, the Company's matching
contributions become fully vested when the participant attains at least
five years of vesting service. Additionally, a participant becomes fully
vested at age 65, upon disability, or at the death of the participant.
Further age and/or service provisions allow for partipants 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 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 by the Plan. 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
11.25%. The minimum term of the loan is 6 months, with a maximum term of
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, trusteed 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
7
<PAGE>
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
Value Fund at principal plus accrued earnings on December 31, 1998 and
1997; loans to participants in the Loan Fund at the principal amount 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 those same investments.
h. Administrative Expenses: Administrative expenses are paid from Plan
assets. 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 $24,738, while $120,915 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 THE PLAN: While CBI has not expressed any
intent to terminate the Plan, it reserves the right to terminate the Plan
at any time. 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 participant 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 December 31, 1997
------------------------------- -------------------------------
Number of Value per Number of Value per
units/shares unit/share units/shares unit/share
<S> <C> <C> <C> <C>
Cincinnati Bell Stable Value Fund * 11,013,947 units $1.0000 10,539,115 units $1.0000
Spectrum Income Fund 379,135 shares $11.5000 352,288 shares $11.6600
Balanced Fund 183,595 shares $18.5900 150,271 shares $16.5400
Equity Income Fund * 732,326 shares $26.3200 727,538 shares $26.0700
Equity Index Fund 263,443 shares $33.3800 221,073 shares $26.3800
Capital Appreciation Fund 306,083 shares $13.2200 260,712 shares $14.7100
International Stock Fund 349,765 shares $14.9900 358,348 shares $13.4200
New America Growth Fund * 224,918 shares $47.7900 190,453 shares $44.1900
Cincinnati Bell Inc. Shares Fund * 26,419,488 units $ 2.1941 25,625,539 units $3.8938
Convergys Stock Fund * 3,039,373 shares $21.4871 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 360
Spectrum Income Fund 280
Balanced Fund 246
Equity Income Fund 627
Equity Index Fund 451
Capital Appreciation Fund 291
International Stock Fund 386
New America Growth Fund 559
Cincinnati Bell Inc. Shares Fund 1,164
Convergys Stock Fund 1,146
</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, 1998:
8
<PAGE>
- - Amends the definition of the compensation counted for purposes of the
Plan generally to include all cash compensation, but excluding
differentials, premium pay, overtime pay and certain special awards for
the eligible employees of all participating companies except CBS and
CBLD.
- - Eliminates Cincinnati Bell Directory Inc. as a participating company in
the Plan and generally adds CBNS and its employees as a participating
company and as employees eligible for the Plan, respectively.
A Plan amendment that became effective October 1, 1998:
- - Recognizes service with KSM Consulting, LLC prior to October 2, 1998
(when such organization was acquired by the Employers) for purposes of
determining an employee's eligibility and vesting service under the Plan.
A Plan amendment that generally became effective on various dates in the last
half of 1998 and the first half of 1999:
- - Generally adds, on various dates, Cincinnati Bell Software Solutions LLC
(currently EW), CBW and CBW-LLC and their employees as participating
companies and as employees eligible for the Plan, respectively.
- - Allows, beginning as of January 1, 1999, employees who had been employed
by KSM Consulting, LLC immediately prior to October 2, 1998 (when such
organization was acquired by the Employers), who are otherwise eligible
for the Plan and who had attained age 21, but who had not yet been
credited with at least one year of eligibility service under the Plan, to
make savings contributions to the Plan, although matching contributions
are not made with respect to any savings contributions of such employees
that are made prior to the first month that begins after they have been
credited with at least one year of eligibility service under the Plan.
- - Allows, beginning as soon as administratively possible after April 1,
1999, any other employees who are otherwise eligible for the Plan and who
have attained age 21, but who have not yet been credited with at least
one year of eligibility service under the Plan, to make savings
contributions to the Plan, although matching contributions are not made
with respect to any savings contributions of such employees that are made
prior to the first month that begins after they have been credited with
at least one year of eligibility service under the Plan.
- - Specifies certain conditions that apply when eligible employees continue
to invest their interests in the Convergys shares distributed to the Plan
by CBI in a new Convergys Stock Fund of the Plan.
A Plan amendment that became effective on December 30, 1998:
- - Specifies that the Plan's account balances associated with employees who
became Convergys employees are to be transferred to, and assumed by, the
Convergys Corporation Retirement and Savings Plan (the Convergys 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 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. The Convergys employees
participating in the Retirement Savings Plan prior to December 31, 1998
have subsequently transferred their investment balances to a savings plan
sponsored by Convergys in January 1999.
9
<PAGE>
CINCINNATI BELL INC. RETIREMENT SAVINGS 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 $9,627 $ 9,627 $ 9,627
Cincinnati Bell Inc. shares # 26,419,488 units 6,339 48,306
Interest receivable $34 34 34
------------ -----------
TOTAL CINCINNATI BELL INC. SHARES FUND 16,000 57,967
CONVERGYS STOCK FUND # 3,039,373 shs. 18,447 65,307
T. ROWE PRICE SPECTRUM INCOME FUND 379,135 shs. 4,219 4,360
T. ROWE PRICE BALANCED FUND 183,595 shs. 2,694 3,415
T. ROWE PRICE EQUITY INCOME FUND 732,326 shs. 15,049 19,275
T. ROWE PRICE EQUITY INDEX FUND 263,443 shs. 6,061 8,793
T. ROWE PRICE CAPITAL APPRECIATION FUND 306,083 shs. 4,299 4,046
T. ROWE PRICE INTERNATIONAL STOCK FUND 349,765 shs. 4,506 5,242
T. ROWE PRICE NEW AMERICA GROWTH FUND 224,918 shs. 8,500 10,749
CINCINNATI BELL STABLE VALUE FUND
T. Rowe Price Stable Value Common Trust Fund 10,941 units 10,941 10,941
Contracts with Prudential Insurance Company
of America + 73 units 73 73
-- --
TOTAL CINCINNATI BELL STABLE VALUE FUND 11,014 11,014
LOAN FUND
Loans to Participants $1,913 0 1,913
---- -------
GRAND TOTAL $ 90,789 $ 192,081
-------- ---------
-------- ---------
</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. RETIREMENT SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Current
Value on
Identity of Purchase Selling Cost of Date of
Party Involved Description of Asset Price Price Asset Transactions
- ----------------------------------- ------------------ -------------- --------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Cincinnati Bell Shares Fund Company Stock $ 7,072,279 $ 7,072,279 $ 7,072,279
Cincinnati Bell Shares Fund Company Stock $ 19,634,867 $ 24,552,032 $ 19,634,867 $ 24,552,032
Cincinnati Bell Shares Fund Company Stock $ 4,122,721 $ 4,122,721 $ 4,122,721
Cincinnati Bell Shares Fund Company Stock $ 5,773,536 $ 7,683,054 $ 5,773,536 $ 7,683,054
Cincinnati Bell Stable Value Fund Guaranteed Income $ 4,373,233 $ 4,373,233 $ 4,373,233
Cincinnati Bell Stable Value Fund Guaranteed Income $ 3,898,402 $ 3,898,402 $ 3,898,402 $ 3,898,402
<CAPTION>
Identity of Net Gain
Party Involved or (Loss)
- ----------------------------------------------
<S> <C>
Cincinnati Bell Shares Fund
Cincinnati Bell Shares Fund $ 4,917,165
Cincinnati Bell Shares Fund
Cincinnati Bell Shares Fund $ 1,909,518
Cincinnati Bell Stable Value Fund
Cincinnati Bell Stable Value Fund
</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. RETIREMENT
SAVINGS PLAN
By \s\ Pamela B. Wolfe
------------------------------------
Pamela B. Wolfe
Secretary
Employees' Benefit Committee
June 28, 1999
12
<PAGE>
[LETTERHEAD]
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. Retirement Savings 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
