SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (date of earliest event reported) December 23, 1997
CINCINNATI BELL INC.
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(Exact Name of Registrant as Specified in Charter)
Ohio 1-8519 31-1056105
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
201 East Fourth Street, Cincinnati, Ohio 45202
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 513-397-9900
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(Former Name or Former Address, if Changed Since Last Report)
FORM 8-K CINCINNATI BELL INC.
ITEM 5. OTHER EVENTS:
On December 23, 1997, Cincinnati Bell Inc. and AT&T jointly announced a
definitive agreement for MATRIXX Marketing Inc., the teleservices unit of
Cincinnati Bell, to acquire AT&T's Solutions Customer Care, formerly AT&T
American Transtech, for approximately $625 million in cash.
MATRIXX Marketing is a leading independent provider of outsourced
customer care services and a subsidiary of Cincinnati Bell Inc., a
diversified communications and customer-care company. AT&T Solutions Customer
Care manages relationships with customers and employees for other AT&T
businesses and for selected Fortune 500 clients around the world. The
definitive agreement includes an eight-year contract between AT&T and
MATRIXX. Under the contract, MATRIXX will provide the high-quality dedicated
customer service and employee support that AT&T receives currently from AT&T
Solutions Customer Care. Also, MATRIXX will substantially expand its current
relationship with AT&T, becoming a preferred source for current and future
spending by AT&T's business units for additional outsourced teleservices.
Cincinnati Bell intends to finance the acquisition initially with
short-term debt. It expects the transaction to be dilutive to its financial
results for 1998, with a likely impact of less than 10% of Cincinnati Bell's
anticipated 1998 earnings per share. Cincinnati Bell's goal is for the
transaction to be non-dilutive within about two years. The contract between
AT&T and MATRIXX includes specific revenue guarantees for MATRIXX during its
first three years and preference in bidding for additional outsourced AT&T
teleservices work over the contract period. The transaction is structured
such that goodwill included in the purchase price will be deductible for tax
purposes.
The purchase is subject to Justice Department clearance under the
Hart-Scott-Rodino Act. The companies anticipate that the transaction will
close in the first quarter of 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
99 - Press Release of Cincinnati Bell Inc. and AT&T dated
December 23, 1997
FORM 8-K CINCINNATI BELL INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Cincinnati Bell Inc. has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
December 23, 1997
CINCINNATI BELL INC.
By: /s/ BRIAN C. HENRY
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Brian C. Henry
Executive Vice President and
Chief Financial Officer