UNITED STATES
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
Date of Report (Date of Earliest Event Reported): DECEMBER 5, 2003
CINCINNATI BELL INC.
(Exact name of registrant as specified in its charter)
OHIO 1-8519 31-1056105
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification
of incorporation) Number)
201 EAST FOURTH STREET 45202
CINCINNATI, OHIO (Zip Code)
(Address of principal executive offices)
(513) 397-9900
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
FORM 8-K CINCINNATI BELL INC.
ITEM 5. OTHER EVENT.
On July 11, 2003, Cincinnati Bell, Inc. (the "Company") issued $500
million of 7 1/4% Senior Notes due 2013 and on November 19, 2003, the Company
issued $540 million of 8 3/8% Senior Subordinated Notes due 2014. In
anticipation of its obligations under the Exchange and Registration Rights
Agreements entered into in conjunction with these debt offerings (these
obligations collectively referred to herein as the "Notes to be Registered"),
the Company has provided financial information required by Rule 3-10 of
Regulation S-X of the federal securities laws.
Rule 3-10 of Regulation S-X requires that the Company's financial
statements include certain financial information regarding those subsidiaries of
the Company that guarantee the Notes to be Registered. Note 18 of the Company's
Consolidated Financial Statements as of and for the year ended December 31, 2002
has been amended to include condensed consolidating financial information for
the guarantor subsidiaries of the Notes to be Registered in accordance with Rule
3-10 of Regulation S-X. This condensed consolidating financial information
includes the condensed consolidating balance sheets, statements of operations
and statements of cash flows of: (i) Cincinnati Bell Inc., the parent company
and issuer of the Notes to be Registered, (ii) the guarantor subsidiaries of the
Notes to be Registered on a combined basis, and (iii) the non-guarantor
subsidiaries of the Notes to be Registered on a combined basis, which financial
statements are filed as Exhibit 99.1 hereto. Other than the changes to Note 18,
there have been no changes to the Consolidated Financial Statements of the
Company from those previously filed in the Annual Report on Form 10-K for the
year ended December 31, 2002.
Filed as Exhibit 99.2 hereto are the Company's Condensed Consolidated
Financial Statements as of and for the interim period ended September 30, 2003.
Note 12 of the Condensed Consolidated Financial Statements has been amended in
accordance with Rule 3-10 of Regulation S-X to include the condensed
consolidating balance sheets, statements of operations and statements of cash
flows of: (i) Cincinnati Bell Inc., the parent company and issuer of the Notes
to be Registered, (ii) the guarantor subsidiaries of the Notes to be Registered
on a combined basis, and (iii) the non-guarantor subsidiaries of the Notes to be
Registered on a combined basis. Other than the changes to Note 12, there have
been no changes to the Condensed Consolidated Financial Statements from those
previously filed in the Quarterly Report on Form 10-Q for the period ended
September 30, 2003.
Filed as Exhibit 23.1 hereto is the Company's independent accountants'
consent to the incorporation by reference in certain registration statements of
their report included in Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
23.1 Consent of Independent Accountants.
99.1 Consolidated Financial Statements as of and for the year ended
December 31, 2002.
99.2 Condensed Consolidated Financial Statements as of and for the interim
period ended September 30, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CINCINNATI BELL INC.
By: /s/ Christopher J. Wilson
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Christopher J. Wilson
Vice President and General Counsel
Date: December 5, 2003
Exhibit Index
Exhibit No. Exhibit Page No.
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23.1 Consent of Independent Accountants
99.1 Consolidated Financial Statements as of
and for the year ended December 31, 2002.
99.2 Condensed Consolidated Financial Statements
as of and for the interim period ended
September 30, 2003.