FORM 10-K/A No. 2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________________
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to _____________________________
Commission file number 1-8519
CINCINNATI BELL INC.
An Ohio I.R.S. Employer
Corporation No. 31-1056105
201 East Fourth Street, Cincinnati, Ohio 45202
Telephone Number 513 397-9900
____________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common Shares (par value $1.00 per share) New York Stock Exchange
Preferred Share Purchase Rights Cincinnati Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
____________________________________________________
At February 28, 1994, 65,094,358 Common Shares were outstanding.
At February 28, 1994, the aggregate market value of the voting shares owned
by non-affiliates was $1,058,203,575.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
____________________________________________________
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the registrant's annual report to security holders for the
fiscal year ended December 31, 1993 (Parts I, II and IV)
(2) Portions of the registrant's definitive proxy statement dated March 14,
1994 issued in connection with the annual meeting of shareholders (Part
III)
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, hereunto duly authorized.
CINCINNATI BELL INC.
By: /s/ Brian C. Henry
--------------------------------
Brian C. Henry, Executive Vice President
Date: June 30, 1994 and Chief Financial Officer
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Documents filed as a part of the report:
(1) Consolidated Financial Statements: Page
----
Report of Management ........................................... *
Report of Independent Accountants .............................. *
Statements:
Consolidated Statements of Income ......................... *
Consolidated Statements of Common Shareowners' Equity ..... *
Consolidated Balance Sheets ............................... *
Consolidated Statements of Cash Flows ..................... *
Notes to Financial Statements ............................. *
(2) Financial Statement Schedules:
Report of Independent Accountants .............................. 25
V - Telephone Plant and Other Property ..................... 26
VI - Accumulated Depreciation ............................... 30
VIII - Valuation and Qualifying Accounts ...................... 32
Financial statements and financial statement schedules other than those
listed above have been omitted because the required information is
contained in the financial statements and notes thereto, or because such
schedules are not required or applicable.
_______________________________
*Incorporated herein by reference to the appropriate portions of the
registrant's annual report to security holders for the fiscal year ended
December 31, 1993. (See Part II.)
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(3) Exhibits:
Exhibits identified in parentheses below, on file with the Securities
and Exchange Commission ("SEC"), are incorporated herein by reference as
exhibits hereto.
Exhibit
number
-------
(3)(a) Amended Articles of Incorporation effective November 9, 1989.
(Exhibit (3)(a) to Form 10-K for 1989, File No. 1-8519).
(3)(b) Amended Regulations of the Registrant. (Exhibit 3.2 to
Registration Statement No. 2-96054).
(4)(a) Provisions of the Amended Articles of Incorporation and the
Amended Regulations of the registrant which define the rights of
holders of Common Shares and the Preferred Shares are
incorporated by reference to such Amended Articles filed as
Exhibit (3)(a) hereto and such Amended Regulations filed as
Exhibit (3)(b) hereto.
(4)(b)(i) Rights Agreement dated as of October 27, 1986 between the Company
and Morgan Shareholder Services Trust Company, Rights Agent.
(Exhibit (1) to Form 8-A, File No. 1-8519).
(4)(b)(ii) First Amendment to Rights Agreement, dated as of October 3, 1988,
between the Company and Morgan Shareholder Services Trust
Company, Rights Agent. (Exhibit (4)(b)(ii) to Form 10-K for
1988, File No. 1-8519).
(4)(c)(i) Indenture dated June 15, 1990 between Cincinnati Bell Inc. and
The Bank of New York, Trustee, in connection with $75,000,000 of
Cincinnati Bell Inc. Ten Year 9.10% Notes Due June 15, 2000.
(Exhibit (4)(c)(ii) to Form 10-K for 1990, File No. 1-8519).
Indenture dated December 15, 1992 between Cincinnati Bell Inc.,
Issuer, and The Bank of New York, Trustee, in connection with
$100,000,000 of Cincinnati Bell Inc. 6.70% Notes Due December 15,
1997. A copy of this Indenture is not being filed because it is
similar in all material respects to the Indenture filed as
Exhibit (4)(c)(i) above.
Indenture dated July 1, 1993 between Cincinnati Bell Inc.,
Issuer, and The Bank of New York,Trustee, in connection with
$50,000,000 of Cincinnati Bell, Inc. 7 1/4% Notes Due June 15,
2023. Exhibit 4-A to Form 8-K, date of report July 12, 1993, File
No. 1-8519.
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(4)(c)(ii) Indenture dated December 27, 1989 among Cincinnati Bell Telephone
Company, Issuer, Cincinnati Bell Inc., Guarantor, and The Bank of
New York (Delaware), Trustee, in connection with $40,000,000 of
Cincinnati Bell Telephone Company Guaranteed Ten Year 8 5/8%
Notes, Due December 15, 1999. (Exhibit 4(c)(ii) to Form 10-K for
1992, File No. 1-8519).
Indenture dated April 30, 1986 among Cincinnati Bell Telephone
Company, Issuer, Cincinnati Bell Inc., Guarantor, and The Bank of
New York (Delaware), Trustee, in connection with $40,000,000 of
Cincinnati Bell Telephone Company Guaranteed Ten Year 7.30%
Notes, Due April 30, 1996. A copy of this Indenture is not
being filed because it is similar in all material respects to the
Indenture filed as Exhibit (4)(c)(ii) above.
(4)(c)(iii) Indenture dated August 1, 1962 between Cincinnati Bell Telephone
Company and Bank of New York, Trustee (formerly, The Central
Trust Company was trustee), in connection with $20,000,000 of
Cincinnati Bell Telephone Company Forty Year 4 3/8% Debentures,
Due August 1, 2002. (Exhibit 4(c)(iii) to Form 10-K for 1992,
File No. 1-8519).
Indenture dated October 1, 1958 between Cincinnati Bell Telephone
Company and Bank of New York, Trustee (formerly, The Central
Trust Company was trustee), in connection with $25,000,000 of
Cincinnati Bell Telephone Company Thirty-Five Year 4 l/2%
Debentures, Due October 1, 1993. A copy of this Indenture is not
being filed because it is similar in all material respects to the
Indenture filed as Exhibit (4)(c)(iii) above.
Indenture dated August 1, 1971 between Cincinnati Bell Telephone
Company and Bank of New York, Trustee (formerly The Fifth Third
Bank was trustee), in connection with $50,000,000 of Cincinnati
Bell Telephone Company Forty Year 7 3/8% Debentures, Due August
1, 2011. A copy of this Indenture is not being filed because it
is similar in all material respects to the Indenture filed as
Exhibit (4)(c)(iii) above.
(4)(c)(iv) Indenture dated as of October 27, 1993 among Cincinnati Bell
Telephone Company, as Issuer, Cincinnati Bell Inc., as Guarantor,
and The Bank of New York, as Trustee. (Exhibit 4-A to Form 8-K,
date of report October 27, 1993, File No. 1-8519).
(4)(c)(v) No other instrument which defines the rights of holders of long
term debt of the registrant is filed herewith pursuant to
Regulation S-K, Item 601(b)(4)(iii)(A). Pursuant to this
regulation, the registrant hereby agrees to furnish a copy of any
such instrument to the SEC upon request.
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(10)(ii)(B) Agreement Establishing Cincinnati SMSA Limited
Partnership between Advanced Mobile Phone Service, Inc.
and Cincinnati Bell Inc. executed on December 9, 1982.
(Exhibit (10)(k) to Registration Statement No.
2-82253).
(10)(iii)(A)(1)(i)* Short Term Incentive Plan of Cincinnati Bell Inc., as
amended February 3, 1986. (Exhibit (10)(iii)(A)1 to
Form 10-K for 1986, File No. 1-8519).
(10)(iii)(A)(1)(ii)* Amendment to Short Term Incentive Plan of Cincinnati
Bell Inc. (effective December 5, 1988). (Exhibit
(10)(iii)(A)(1)(ii) to Form 10-K for 1988, File No.
1-8519).
(10)(iii)(A)(2)(i)* Cincinnati Bell Inc. Senior Management Long Term
Incentive Plan, as amended January 1, 1984. (Exhibit
(10)(iii)(A)2 to Form 10-K for 1986, File No. 1-8519).
(10)(iii)(A)(2)(ii)* Amendment to Cincinnati Bell Senior Management Long
Term Incentive Plan (effective December 5, 1988).
(Exhibit (10)(iii)(A) (2)(ii) to Form 10-K for 1988,
File No. 1-8519).
(10)(iii)(A)(3)* Cincinnati Bell Inc. Deferred Compensation Plan for
Non-Employee Directors, as amended July 1, 1983.
(Exhibit (10)(iii)(A)3 to Form 10-K for 1986, File No.
1-8519).
(10)(iii)(A)(4)* Cincinnati Bell Inc. Pension Program, as amended
effective June 5, 1989. (Exhibit (10)(iii)(A)4 to Form
10-K for 1989, File No. 1-8519).
(10)(iii)(A)5* Cincinnati Bell Inc. 1988 Incentive Award Deferral
Plan, as amended (effective November 11, 1988).
(Exhibit (10)(iii)(A)5 to Form 10-K for 1988, File No.
1-8519).
(10)(iii)(A)(6)(i)* Cincinnati Bell Inc. Senior Management Incentive Award
Deferral Plan, as amended January 1, 1984. (Exhibit
(10)(iii)(A)6 to Form 10-K for 1986, File No. 1-8519).
(10)(iii)(A)(6)(ii)* Amendment to Cincinnati Bell Senior Management
Incentive Award Deferral Plan (effective December 5,
1988). (Exhibit (10)(iii)(A)(6)(ii) to Form 10-K for
1988, File No. 1-8519).
(10)(iii)(A)(7)(i)* Cincinnati Bell Inc. 1984 Stock Option Plan, as amended
January 7, 1987. (Exhibit (10) (iii)(A)7 to Form 10-K
for 1986, File No. 1-8519).
_____________________________________________
* Management contract or compensatory plan required to be filed as an exhibit
pursuant to Item 14(c) of Form 10-K.
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(10)(iii)(A)(7)(ii)* Amendment to Cincinnati Bell 1984 Stock Option Plan
(effective December 5, 1988). (Exhibit
(10)(iii)(A)(7)(ii) to Form 10-K for 1988, File No.
1-8519).
(10)(iii)(A)(8)(i)* Executive Employment Agreement dated December 1, 1987
between the Company and Dwight H. Hibbard. (Exhibit
(10)(iii)(A)8 to Form 10-K for 1987, File No. 1-8519).
(10)(iii)(A)(8)(ii)* Amendment to Executive Employment Agreement dated
November 4, 1991 between the Company and Dwight H.
Hibbard. (Exhibit (10)(iii) (A)(8)(ii) to Form 10-K
for 1991, File No. 1-8519).
(10)(iii)(A)(8)(iii)* Amendment to Executive Employment Agreement dated
February 4, 1994 between the Company and Dwight H.
Hibbard.
(10)(iii)(A)(9)* Executive Employment Agreement dated December 1, 1987
between the Company and John T. LaMacchia. (Exhibit
(10)(iii)(A)(10) to Form 10-K for 1987, File No.
1-8519).
(10)(iii)(A)(10)* Executive Employment Agreement dated December 1, 1987
between the Company and Raymond R. Clark. (Exhibit
(10)(iii)(A)11 to Form 10-K for 1987, File No. 1-8519).
(10)(iii)(A)(11)* Compensation Agreement between the Company and Sheldon
Horing, effective January 1, 1991. (Exhibit
(10)(iii)(A)12 to Form 10-K for 1991, File No. 1-8519).
(10)(iii)(A)(12)* Employment Agreement dated as of April 1, 1988 between
the Company and David J. Lahey. (Exhibit
(10)(iii)(A)16 to Form 10-K for 1991, as amended, File
No. 1-8519).
(10)(iii)(A)(13)* Employment Agreement dated as of February 7, 1994
between the Company and David J. Lahey.
10(iii)(A)(14)* Executive Employment Agreement dated as of March 29,
1993 between the Company and Brian C. Henry.
10(iii)(A)(15)(i)* Employment Agreement dated as of January 1, 1989
between the Company and James F. Orr.
(10)(iii)(A)(15)(ii)* Amendment to Employment Agreement dated as of June 30,
1993 between the Company and James F. Orr.
_____________________________________________
* Management contract or compensatory plan required to be filed as an exhibit
pursuant to Item 14(c) of Form 10-K.
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10(iii)(A)(16)* Employment Agreement dated as of December 31, 1993
between the Company and James F. Orr.
10(iii)(A)(17)* Cincinnati Bell Inc. Executive Deferred Compensation
Plan
(10)(iii)(A)(18)(i)* Cincinnati Bell Inc. 1988 Long Term Incentive Plan.
(Exhibit (10)(iii)(A)(12) (i) to Form 10-K for 1988,
File No. 1-8519).
(10)(iii)(A)(18)(ii)* Amendment to Cincinnati Bell Inc. 1988 Long Term
Incentive Plan (effective December 5, 1988). (Exhibit
(10)(iii)(A)(12)(ii) to Form 10-K for 1988, File No.
1-8519).
(10)(iii)(A)(19)* Cincinnati Bell Inc. 1988 Stock Option Plan for
Non-Employee Directors. (Exhibit (10) (iii)(A)13 to
Form 10-K for 1988, File No. 1-8519).
(10)(iii)(A)(20)* Cincinnati Bell Inc. 1989 Stock Option Plan. (Exhibit
(10)(iii)(A)14 to Form 10-K for 1989, File No. 1-8519).
(10)(iii)(A)(21)* Cincinnati Bell Inc. Retirement Plan for Outside
Directors.
(11) Computation of Earnings per Common Share.
(12) Computation of Ratio of Earnings to Combined Fixed
Charges and Preferred Dividends.
(13) Portions of the Cincinnati Bell Inc. annual report to
security holders for the fiscal year ended December 31,
1993 as incorporated by reference including the
Selected Financial Data, Management's Discussion and
Analysis and Consolidated Financial Statements.
(21) Subsidiaries of the Registrant.
(23) Consent of Independent Accountants.
(24) Powers of Attorney.
(99)(a) Annual Report on Form 11-K for the Cincinnati Bell Inc.
Retirement Savings Plan (formerly the Cincinnati Bell
Inc. Savings Plan for Salaried Employees) for the year
1993 will be filed by amendment on or before June 30,
1994.
_____________________________________________
* Management contract or compensatory plan required to be filed as an exhibit
pursuant to Item 14(c) of Form 10-K.
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(99)(b) Annual Report on Form 11-K for the Cincinnati Bell Inc. Savings and
Security Plan for the year 1993 will be filed by amendment on or
before June 30, 1994.
(99)(c) Annual Report on Form 11-K for the MATRIXX Marketing Inc. Profit
Sharing/401(k) Plan for the year 1993 will be filed by amendment on or
before June 30, 1994.
(99)(d) Annual Report on Form 11-K for the CBIS 401(k) Retirement Plan for the
year 1993 will be filed by amendment on or before June 30, 1994.
The Company will furnish, without charge, to a security holder upon
request, a copy of the documents, portions of which are incorporated by
reference (Annual Report to security holders and proxy statement), and will
furnish any other exhibit at cost.
(b) Reports on Form 8-K.
(1) Form 8-K, dated October 26, 1993, reporting that Cincinnati Bell Inc.
announced its earnings for the third quarter of 1993.
(2) Form 8-K, dated October 27, 1993, reporting that Cincinnati Bell
Telephone Company had set up its Medium-Term Note program with Morgan
Stanley & Co., Incorporated, Merrill Lynch & Co., and Merrill Lynch,
Pierce, Fenner & Smith Incorporated.
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INDEX TO EXHIBITS
Filed Pursuant to Item 601 of Regulation S-K
Exhibit
Number Title of Exhibit Page
------- ---------------- ----
(3)(a) Amended Articles of Incorporation effective November 9, 1989.
(Exhibit (3)(a) to Form 10-K for 1989, File No. 1-8519). *
(3)(b) Amended Regulations of the Registrant. (Exhibit 3.2 to Registration
Statement No. 2-96054). *
(4)(a) Provisions of the Amended Articles of Incorporation and the Amended
Regulations of the registrant which define the rights of holders of
Common Shares and the Preferred Shares are incorporated by reference
to such Amended Articles filed as Exhibit (3)(a) hereto and such
Amended Regulations filed as Exhibit (3)(b) hereto. *
(4)(b)(i) Rights Agreement dated as of October 27, 1986 between the Company
and Morgan Shareholder Services Trust Company, Rights Agent.
(Exhibit (1) to Form 8-A, File No. 1-8519). *
(4)(b)(ii) First Amendment to Rights Agreement, dated as of October 3, 1988,
between the Company and Morgan Shareholder Services Trust Company,
Rights Agent. (Exhibit (4)(b)(ii) to Form 10-K for 1988, File No.
1-8519). *
(4)(c)(i) Indenture dated June 15, 1990 between Cincinnati Bell Inc. and
The Bank of New York, Trustee, in connection with $75,000,000 of
Cincinnati Bell Inc. Ten Year 9.10% Notes Due June 15, 2000.
(Exhibit (4)(c)(ii) to Form 10-K for 1990, File No. 1-8519). *
Indenture dated December 15, 1992 between Cincinnati Bell Inc.,
Issuer, and The Bank of New York, Trustee, in connection with
$100,000,000 of Cincinnati Bell Inc. 6.70% Notes Due December 15,
1997. A copy of this Indenture is not being filed because it is
similar in all material respects to the Indenture filed as Exhibit
(4)(c)(i) above. *
Indenture dated July 1, 1993 between Cincinnati Bell Inc., Issuer,
and The Bank of New York, Trustee, in connection with $50,000,000
of Cincinnati Bell, Inc. 7 1/4% Notes Due June 15, 2023. Exhibit 4-A
to Form 8-K, date of report July 12, 1993, File No. 1-8519. *
-i-
Exhibit
Number Title of Exhibit Page
------- ---------------- ----
(4)(c)(ii) Indenture dated December 27, 1989 among Cincinnati Bell Telephone
Company, Issuer, Cincinnati Bell Inc., Guarantor, and The Bank
of New York (Delaware), Trustee, in connection with $40,000,000
of Cincinnati Bell Telephone Company Guaranteed Ten Year 8 5/8%
Notes, Due December 15, 1999. (Exhibit 4(c)(ii) to Form 10-K for
1992, File No. 1-8519). *
Indenture dated April 30, 1986 among Cincinnati Bell Telephone
Company, Issuer, Cincinnati Bell Inc., Guarantor, and The Bank
of New York (Delaware), Trustee, in connection with $40,000,000
of Cincinnati Bell Telephone Company Guaranteed Ten Year 7.30%
Notes, Due April 30, 1996. A copy of this Indenture is not being
filed because it is similar in all material respects to the Indenture
filed as Exhibit (4)(c)(ii) above. *
(4)(c)(iii) Indenture dated August 1, 1962 between Cincinnati Bell Telephone
Company and Bank of New York, Trustee (formerly, The Central
Trust Company was trustee), in connection with $20,000,000 of
Cincinnati Bell Telephone Company Forty Year 4 3/8% Debentures,
Due August 1, 2002. (Exhibit 4(c)(iii) to Form 10-K for 1992,
File No. 1-8519). *
Indenture dated October 1, 1958 between Cincinnati Bell Telephone
Company and Bank of New York, Trustee (formerly, The Central
Trust Company was trustee), in connection with $25,000,000 of
Cincinnati Bell Telephone Company Thirty-Five Year 4 l/2%
Debentures, Due October 1, 1993. A copy of this Indenture is
not being filed because it is similar in all material respects
to the Indenture filed as Exhibit (4)(c)(iii) above. *
Indenture dated August 1, 1971 between Cincinnati Bell Telephone
Company and Bank of New York, Trustee (formerly The Fifth Third
Bank was trustee), in connection with $50,000,000 of Cincinnati
Bell Telephone Company Forty Year 7 3/8% Debentures, Due August
1, 2011. A copy of this Indenture is not being filed because it
is similar in all material respects to the Indenture filed as
Exhibit (4)(c)(iii) above. *
(4)(c)(iv) Indenture dated as of October 27, 1993 among Cincinnati Bell Telephone
Company, as Issuer, Cincinnati Bell Inc., as Guarantor, and The
Bank of New York, as Trustee. (Exhibit 4-A to Form 8-K, date of
report October 27, 1993, File No. 1-8519). *
(4)(c)(v) No other instrument which defines the rights of holders of long term
debt of the registrant is filed herewith pursuant to Regulation S-K,
Item 601(b)(4)(iii)(A). Pursuant to this regulation, the registrant
hereby agrees to furnish a copy of any such instrument to the SEC
upon request. *
-ii-
Exhibit
Number Title of Exhibit Page
------- ---------------- ----
(10)(ii)(B) Agreement Establishing Cincinnati SMSA Limited Partnership
between Advanced Mobile Phone Service, Inc. and Cincinnati
Bell Inc. executed on December 9, 1982. (Exhibit (10)(k) to
Registration Statement No. 2-82253). *
(10)(iii)(A)(1)(i) Short Term Incentive Plan of Cincinnati Bell Inc., as amended
February 3, 1986. (Exhibit (10)(iii)(A)1 to Form 10-K for 1986,
File No. 1-8519). *
(10)(iii)(A)(1)(ii) Amendment to Short Term Incentive Plan of Cincinnati Bell Inc.
(effective December 5, 1988). (Exhibit (10)(iii)(A)(1)(ii) to
Form 10-K for 1988, File No. 1-8519). *
(10)(iii)(A)(2)(i) Cincinnati Bell Inc. Senior Management Long Term Incentive Plan,
as amended January 1, 1984. (Exhibit (10)(iii)(A)2 to Form 10-K
for 1986, File No. 1-8519). *
(10)(iii)(A)(2)(ii) Amendment to Cincinnati Bell Senior Management Long Term
Incentive Plan (effective December 5, 1988). (Exhibit
(10)(iii)(A) (2)(ii) to Form 10-K for 1988, File No. 1-8519). *
(10)(iii)(A)(3) Cincinnati Bell Inc. Deferred Compensation Plan for Non-Employee
Directors, as amended July 1, 1983. (Exhibit (10)(iii)(A)3 to
Form 10-K for 1986, File No. 1-8519). *
(10)(iii)(A)(4) Cincinnati Bell Inc. Pension Program, as amended effective June
5, 1989. (Exhibit (10)(iii)(A)4 to Form 10-K for 1989, File No.
1-8519). *
(10)(iii)(A)5 Cincinnati Bell Inc. 1988 Incentive Award Deferral Plan, as amended
(effective November 11, 1988). (Exhibit (10)(iii)(A)5 to Form 10-K
for 1988, File No. 1-8519). *
(10)(iii)(A)(6)(i) Cincinnati Bell Inc. Senior Management Incentive Award Deferral
Plan, as amended January 1, 1984. (Exhibit (10)(iii)(A)6 to Form
10-K for 1986, File No. 1-8519). *
(10)(iii)(A)(6)(ii) Amendment to Cincinnati Bell Senior Management Incentive Award
Deferral Plan (effective December 5, 1988). (Exhibit (10)(iii)
(A)(6)(ii) to Form 10-K for 1988, File No. 1-8519). *
(10)(iii)(A)(7)(i) Cincinnati Bell Inc. 1984 Stock Option Plan, as amended January
7, 1987. (Exhibit (10) (iii)(A)7 to Form 10-K for 1986, File No.
1-8519). *
(10)(iii)(A)(7)(ii) Amendment to Cincinnati Bell 1984 Stock Option Plan (effective
December 5, 1988). (Exhibit (10)(iii)(A)(7)(ii) to Form 10-K
for 1988, File No. 1-8519). *
-iii-
Exhibit
Number Title of Exhibit Page
------- ---------------- ----
(10)(iii)(A)(8)(i) Executive Employment Agreement dated December 1, 1987 between
the Company and Dwight H. Hibbard. (Exhibit (10)(iii)(A)8 to
Form 10-K for 1987, File No. 1-8519). *
(10)(iii)(A)(8)(ii) Amendment to Executive Employment Agreement dated November 4,
1991 between the Company and Dwight H. Hibbard. (Exhibit (10)
(iii) (A)(8)(ii) to Form 10-K for 1991, File No. 1-8519). *
(10)(iii)(A)(8)(iii) Amendment to Executive Employment Agreement dated February 4,
1994 between the Company and Dwight H. Hibbard. *
(10)(iii)(A)(9) Executive Employment Agreement dated December 1, 1987 between
the Company and John T. LaMacchia. (Exhibit (10)(iii)(A)(10)
to Form 10-K for 1987, File No. 1-8519). *
(10)(iii)(A)(10) Executive Employment Agreement dated December 1, 1987 between
the Company and Raymond R. Clark. (Exhibit (10)(iii)(A)11 to
Form 10-K for 1987, File No. 1-8519). *
(10)(iii)(A)(11) Compensation Agreement between the Company and Sheldon Horing,
effective January 1, 1991. (Exhibit (10)(iii)(A)12 to Form
10-K for 1991, File No. 1-8519). *
(10)(iii)(A)(12) Employment Agreement dated as of April 1, 1988 between the
Company and David J. Lahey. (Exhibit (10)(iii)(A)16 to Form
10-K for 1991, as amended, File No. 1-8519). *
(10)(iii)(A)(13) Employment Agreement dated as of February 7, 1994 between
the Company and David J. Lahey. *
10(iii)(A)(14) Executive Employment Agreement dated as of March 29, 1993
between the Company and Brian C. Henry. *
10(iii)(A)(15)(i) Employment Agreement dated as of January 1, 1989 between
the Company and James F. Orr. *
(10)(iii)(A)(15)(ii) Amendment to Employment Agreement dated as of June 30, 1993
between the Company and James F. Orr. *
10(iii)(A)(16) Employment Agreement dated as of December 31, 1993 between
the Company and James F. Orr. *
10(iii)(A)(17) Cincinnati Bell Inc. Executive Deferred Compensation Plan *
(10)(iii)(A)(18)(i) Cincinnati Bell Inc. 1988 Long Term Incentive Plan. (Exhibit
(10)(iii)(A)(12) (i) to Form 10-K for 1988, File No. 1-8519). *
-iv-
Exhibit
Number Title of Exhibit Page
------- ---------------- ----
(10)(iii)(A)(18)(ii) Amendment to Cincinnati Bell Inc. 1988 Long Term Incentive
Plan (effective December 5, 1988). (Exhibit (10)(iii)(A)(12)(ii)
to Form 10-K for 1988, File No. 1-8519). *
(10)(iii)(A)(19) Cincinnati Bell Inc. 1988 Stock Option Plan for Non-Employee
Directors. (Exhibit (10) (iii)(A)13 to Form 10-K for 1988,
File No. 1-8519). *
(10)(iii)(A)(20) Cincinnati Bell Inc. 1989 Stock Option Plan. (Exhibit (10)
(iii)(A)14 to Form 10-K for 1989, File No. 1-8519). *
(10)(iii)(A)(21) Cincinnati Bell Inc. Retirement Plan for Outside Directors. *
(11) Computation of Earnings per Common Share. *
(12) Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Dividends. *
(13) Portions of the Cincinnati Bell Inc. annual report to security
holders for the fiscal year ended December 31, 1993 as incorporated
by reference including the Selected Financial Data, Management's
Discussion and Analysis and Consolidated Financial Statements. *
(21) Subsidiaries of the Registrant. *
(23) Consent of Independent Accountants. *
(24) Powers of Attorney. *
(99)(a) Annual Report on Form 11-K for the Cincinnati Bell Inc. Retirement
Savings Plan (formerly the Cincinnati Bell Inc. Savings Plan for
Salaried Employees) for the year 1993 will be filed by amendment
on or before June 30, 1994. *
(99)(b) Annual Report on Form 11-K for the Cincinnati Bell Inc. Savings
and Security Plan for the year 1993 will be filed by amendment
on or before June 30, 1994. *
(99)(c) Annual Report on Form 11-K for the MATRIXX Marketing
Inc. Profit Sharing/401(k) Plan for the year 1993 will
be filed by amendment on or before June 30, 1994. *
(99)(d) Annual Report on Form 11-K for the CBIS 401(k) Retirement Plan
for the year 1993 will be filed by amendment on or before June 30, 1994. *
-v-