UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: February 22, 2006
CINCINNATI BELL INC.
(Exact name of registrant as specified in its charter)
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Ohio
(State or other jurisdiction
of incorporation)
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1-8519
(Commission File Number)
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31-1056105
(IRS Employer
Identification No.) |
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201 East Fourth Street
Cincinnati, Ohio
(Address of principal executive offices)
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45202
(Zip Code) |
Registrant’s telephone number, including area code: (513) 397-9700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On February 22, 2006, Cincinnati Bell Inc. (the “Company”) entered into a Stipulation and
Agreement of Settlement of ERISA Actions (the “Agreement”) providing for the settlement of a
putative class action lawsuit entitled In Re Broadwing Inc. ERISA Litigation, pending in the United
States District Court for the Southern District of Ohio (the “Court”), into which five previously
filed lawsuits were consolidated. Previously disclosed in the Company’s annual reports on Form
10-K and quarterly reports on Form 10-Q, the litigation asserted claims arising under the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), against the Company, certain of its
officers and directors and the Company’s Employees’ Benefit Committee (collectively, the
“defendants”).
There has been no finding or admission of any wrongdoing by any of the defendants in the
lawsuit. The defendants entered into the Agreement to avoid protracted and costly litigation.
Under the Agreement, defendants are obligated to pay $11 million, which payment will be made
on their behalf by their insurers, to a fund to settle the claims of, and obtain a release of all
claims from, the class members.
The Agreement is contingent upon the satisfaction of various conditions, including, but not
limited to, preliminary approval by the Court and final approval by the Court after notice to the
class and a hearing. There can be no assurance that the Agreement will be approved by the Court or
upheld if challenged on appeal. If the Agreement is approved by the Court, the Agreement will
result in a dismissal of the case with prejudice and will not have a material adverse effect on the
Company’s financial condition, results of operations or cash flows.
Item 9.01 Financial Statements and Exhibits.
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(d) |
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Exhibits |
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Exhibit 10.1 Stipulation and Agreement of Settlement of ERISA Actions. |
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