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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 (Date of earliest event reported):
November 9, 1999
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Cincinnati Bell Inc.
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(Exact name of registrant as specified in its charter)
Ohio 1-8519 31-1056105
(State or other (Commission File Number) (IRS Employer Identification
jurisdiction of No.)
incorporation
201 East Fourth Street,
P.O. Box 2301
Cincinnati, Ohio 45201-2301
(Address of principal executive offices) (Zip Code)
(513) 397-9900
(Registrant's Telephone Number)
None
(Former Name, or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
On November 9, 1999, Cincinnati Bell Inc., an Ohio corporation
("Cincinnati Bell"), and IXC Communications, Inc., a Delaware corporation
("IXC"), completed a merger (the "Merger") whereby a subsidiary of Cincinnati
Bell merged with and into IXC pursuant to an Agreement and Plan of Merger (the
"Merger Agreement") dated as of July 20, 1999, as amended by Amendment No. 1
thereto dated as of October 13, 1999. As a result of the Merger, IXC has
become a subsidiary of Cincinnati Bell.
Also on November 9, 1999, Cincinnati Bell completed a $1.8 billion bank
credit facility pursuant to a Credit Agreement dated as of November 9, 1999,
among Cincinnati Bell and IXC Communications Services, Inc. ("IXCS"), a
subsidiary of IXC, as Borrowers, Cincinnati Bell as Parent Guarantor, the
Initial Lenders, Initial Issuing Banks and Swing Line Banks named therein,
Bank of America, N.A., as Syndication Agent, Citicorp USA, Inc., as
Administrative Agent, Credit Suisse First Boston and The Bank of New York, as
Co-Documentation Agents, PNC Bank, N.A., as Agent and Salomon Smith Barney
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers (the "Credit
Agreement"). The Credit Agreement is being used to refinance certain debt of
Cincinnati Bell and IXC and for general corporate purposes of Cincinnati Bell.
A copy of the Credit Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Pursuant to the Merger and the other transactions contemplated by the
Merger Agreement, each share of IXC common stock, par value $0.01 per share,
was converted into the right to receive 2.0976 shares of Cincinnati Bell
common stock. Cincinnati Bell will issue approximately 79,101,085 shares of
Cincinnati Bell common stock in exchange for the shares of IXC common stock.
Cincinnati Bell issued a press release announcing the completion of the
Merger and the Credit Agreement on November 9, 1999, a copy of which is
attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Credit Agreement dated as of November 9, 1999, among Cincinnati Bell
and IXCS as Borrowers, Cincinnati Bell as Parent Guarantor, the
Initial Lenders, Initial Issuing Banks and Swing Line Banks named
herein, Bank of America, N.A., as Syndication Agent, Citicorp USA,
Inc., as Administrative Agent, Credit Suisse First Boston and The
Bank of New York, as Co-Documentation Agents, PNC Bank, N.A., as
Agent and Salomon Smith Barney Inc. and Banc of America Securities
LLC, as Joint Lead Arrangers.
99.1 Press Release dated November 9, 1999, announcing the completion of
the Merger.
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SIGNATURE
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.
/s/ Thomas E .Taylor
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Thomas E. Taylor
General Counsel and Secretary
Date: November 12, 1999
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File No. 1-8519
INDEX TO EXHIBITS
Exhibit
Exhibit 10.1 Credit Agreement dated as of November 9, 1999, among
Cincinnati Bell and IXCS as Borrowers, Cincinnati Bell as
Parent Guarantor, the Initial Lenders, Initial Issuing
Banks and Swing Line Banks named therein, Bank of America,
N.A., as Syndication Agent, Citicorp USA, Inc., as
Administrative Agent, Credit Suisse First Boston and The
Bank of New York, as Co-Documentation Agents, PNC Bank,
N.A., as Agent and Salomon Smith Barney Inc. and Banc of
America Securities LLC, as Joint Lead Arrangers.
Exhibit 99.1 Press Release dated November 9, 1999, announcing the
completion of the Merger.