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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
Cincinnati Bell Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
171871106
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(CUSIP Number)
March 26, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Persons who respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control
number.
SEC 1745 (1-06)
Page 1 of 11 pages
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CUSIP No. 171871106 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
The Goldman Sachs Group, Inc.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
14,175,449
Owned by
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Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
14,176,539
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
14,176,539
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
5.5%
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12. Type of Reporting Person
HC-CO
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Page 2 of 11 pages
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CUSIP No. 171871106 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman, Sachs & Co.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
New York
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
14,175,449
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
14,176,539
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
14,176,539
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
5.5%
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12. Type of Reporting Person
BD-PN-IA
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Page 3 of 11 pages
Item 1(a). Name of Issuer:
Cincinnati Bell Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
201 East Fourth Street
Cincinnati, Ohio 45202
Item 2(a). Name of Persons Filing:
The Goldman Sachs Group, Inc. and Goldman, Sachs & Co.
Item 2(b). Address of Principal Business Office or, if none, Residence:
85 Broad Street
New York, NY 10004
Item 2(c). Citizenship:
The Goldman Sachs Group, Inc. - Delaware
Goldman, Sachs & Co. - New York
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value
Item 2(e). CUSIP Number:
171871106
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[_] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[_] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [X].
Page 4 of 11 pages
Item 4. Ownership.(1)(2)
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.
--------------------------
(1) This statement on Schedule 13G reflects ownership as of February 23, 2006.
(2) In accordance with Securities and Exchange Commission Release No. 34-39538
(January 12, 1998), this filing reflects the securities beneficially owned by
the investment banking division ("IBD") of The Goldman Sachs Group, Inc. and its
subsidiaries and affiliates (collectively, "GSG"). This filing does not reflect
securities, if any, beneficially owned by any other operating unit of GSG. IBD
disclaims beneficial ownership of the securities beneficially owned by (i) any
client accounts with respect to which IBD or its employees have voting or
investment discretion, or both and (ii) certain investment entities, of which
IBD is the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than IBD.
Page 5 of 11 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 28, 2006
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Yvette Kosic
----------------------------------------
Name: Yvette Kosic
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Yvette Kosic
----------------------------------------
Name: Yvette Kosic
Title: Attorney-in-fact
Page 6 of 11 pages
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement, dated February 28, 2006, between
The Goldman Sachs Group, Inc. and Goldman, Sachs & Co.
99.2 Item 7 Information
99.3 Power of Attorney, dated November 7, 2005, relating to
The Goldman Sachs Group, Inc.
99.4 Power of Attorney, dated November 7, 2005, relating to
Goldman, Sachs & Co.
Page 7 of 11 pages
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Common Stock, par value $0.01 per share, of Cincinnati Bell Inc. and further
agree to the filing of this agreement as an Exhibit thereto. In addition, each
party to this Agreement expressly authorizes each other party to this Agreement
to file on its behalf any and all amendments to such Statement on Schedule 13G.
Date: February 28, 2006
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Yvette Kosic
----------------------------------------
Name: Yvette Kosic
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Yvette Kosic
----------------------------------------
Name: Yvette Kosic
Title: Attorney-in-fact
Page 8 of 11 pages
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by The Goldman Sachs Group, Inc. ("GS
Group"), as a parent holding company, are owned by GS Mezzanine Partners II,
L.P., GS Capital Partners 2000, L.P., GS Capital Partners 2000 Employee Fund,
L.P. and Goldman Sachs Direct Investment Fund 2000, L.P., each a Delaware
limited partnership, GS Mezzanine Partners II Offshore, L.P. and GS Capital
Partners 2000 Offshore, L.P., each a Cayman Islands exempted limited
partnership, and GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, a German
civil law partnership with limitation of liability (collectively, the "Investing
Entities"), or are owned, or may be deemed to be beneficially owned, by Goldman,
Sachs & Co. ("Goldman Sachs"), a broker or dealer registered under Section 15 of
the Act and an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940. The general partner, managing general partner or other
manager of each of the Investing Entities is an affiliate of GS Group. Goldman
Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman
Sachs is the investment manager of certain of the Investing Entities.
Page 9 of 11 pages
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Roger S. Begelman,
Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and
Stephen Wong, (and any other employee of The Goldman Sachs Group, Inc. or one of
its affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in it name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of November 7th, 2005.
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Gregory K. Palm
------------------------------------
Name: Gregory K. Palm
Title: Executive Vice President and General Counsel
Page 10 of 11 pages
(EXHIBIT 99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the
"Company") does hereby make, constitute and appoint each of Roger S. Begelman,
Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and
Stephen Wong, (and any other employee of The Goldman Sachs Group, Inc. or one of
its affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in it name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of November 7th, 2005.
GOLDMAN, SACHS & CO.
By:/s/ Gregory K. Palm
----------------------------
Name: Gregory K. Palm
Title: Managing Director
Page 11 of 11 pages