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
July 20, 1999
(Date of earliest event reported)
CINCINNATI BELL INC.
(Exact name of registrant as specified in its charter)
Ohio 1-8519 31-1056105
(State or other (Commission (I.R.S. Employer
jurisdiction of File Identification
organization) Number) Number)
201 East Fourth Street
Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
(513) 397-9900
(Registrant's telephone number, including area code)
Item 5. Other Events
Cincinnati Bell Inc., an Ohio corporation (the
"Company"), IXC Communications, Inc., a Delaware Corporation
("IXC"), and Ivory Merger Inc., a Delaware corporation and a
wholly owned subsidiary of the Company ("Merger Sub"),
entered into an Agreement and Plan of Merger, dated as of
July 20, 1999 (the "Merger Agreement"), pursuant to which,
and subject to the conditions thereof, IXC will become a
wholly owned subsidiary of the Company through the merger of
Merger Sub with and into IXC (the "Merger"). Pursuant to the
Merger, each share of IXC common stock will be converted into
the right to receive 2.0976 shares of the Company's common
stock.
The Merger is subject to various conditions set
forth in the Merger Agreement, including the adoption of the
Merger Agreement by the stockholders of IXC, the approval of
the issuance of the Company's common stock in the Merger by
stockholders of the Company, certain regulatory approvals and
other customary conditions.
In connection with the Merger Agreement, the Company and
IXC entered into reciprocal Stock Option Agreements, each dated as
of July 20, 1999 (the "Stock Option Agreements"), pursuant to which
each of the Company and IXC has the right, under certain circumstances,
to purchase up to 19.9% of the issued and outstanding shares of common
stock of the other company.
The Company entered into Stockholders Agreements,
each dated as of July 20, 1999 (the "Stockholders
Agreements"), with certain of IXC's stockholders, who
collectively have beneficial ownership of approximately 40%
of the issued and outstanding shares of common stock of IXC.
Pursuant to the Stockholders Agreements, such stockholders
have agreed, among other things, to vote in favor of the
adoption of the Merger Agreement at any stockholders meeting
at which such matters are considered.
Copies of the Merger Agreement, each of the
Stockholders Agreements and each of the Stock Option
Agreements are attached hereto as Exhibits 2.1, 99.1, 99.2,
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99.3 and 99.4, respectively. Such Exhibits are incorporated
by reference to this Item 5 and the foregoing description is
qualified in its entirety by reference to such Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly
caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CINCINNATI BELL INC.
by: /s/ Thomas E. Taylor
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Name: Thomas E. Taylor
Title: General Counsel and
Secretary
Date: July 22, 1999
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Exhibit Index
Exhibit No. Exhibit
2.1 Agreement and Plan of Merger, dated as of
July 20, 1999, among Cincinnati Bell Inc., an
Ohio corporation, IXC Communications, Inc., a
Delaware corporation, and Ivory Merger Inc.,
a Delaware corporation.
99.1 Stockholders Agreement, dated as of July 20,
1999, among Cincinnati Bell Inc., an Ohio
corporation, Richard D. Irwin and Ralph J.
Swett.
99.2 Stockholder Agreement, dated as of July 20,
1999, between Cincinnati Bell Inc., an Ohio
corporation, and General Electric Pension
Trust, a New York common law trust.
99.3 Stock Option Agreement, dated as of July 20,
1999, between IXC Communications, Inc., a
Delaware corporation, and Cincinnati Bell
Inc., an Ohio corporation.
99.4 Stock Option Agreement, dated as of July 20,
1999, between Cincinnati Bell Inc., an Ohio
corporation, and IXC Communications, Inc., a
Delaware corporation.
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