-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LhXG2ft9yeeF2PaMfWz4nHIluF2DGiV8KjDs/PONeI+5Iorjguo60q5v3vINcfl/ oC2FbYJ88qVcWMGQeLVBXw== 0000950152-02-000911.txt : 20020414 0000950152-02-000911.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950152-02-000911 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020211 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROADWING INC CENTRAL INDEX KEY: 0000716133 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 311056105 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08519 FILM NUMBER: 02535161 BUSINESS ADDRESS: STREET 1: 201 E FOURTH ST 102 732 CITY: CINCINNATI STATE: OH ZIP: 45201 BUSINESS PHONE: 5133979900 MAIL ADDRESS: STREET 1: P O BOX 2301 CITY: CINCINNATI STATE: OH ZIP: 45201 FORMER COMPANY: FORMER CONFORMED NAME: CBI INC DATE OF NAME CHANGE: 19830814 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI BELL INC /OH/ DATE OF NAME CHANGE: 19920703 8-K 1 l92694ae8-k.txt BROADWING INC. 8-K 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 11, 2002 BROADWING INC. (Exact name of registrant as specified in its charter) Ohio 1-8519 31-1056105 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 201 East Fourth Street Cincinnati, Ohio 45202 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (513) 397-9900 FORM 8-K BROADWING INC. ITEM 5. OTHER EVENT. Broadwing Inc. (NYSE: BRW) issued two press releases on February 5, 2002 relating to (i) its signing of an Asset Purchase Agreement pursuant to which it has agreed to sell a substantial majority of its Cincinnati Bell yellow pages publishing business to CBD Media, Inc., a corporation funded by Spectrum Equity Investors and operated by the existing Cincinnati Bell Directory management team, for $345 million in cash and (ii) as a result of the sale, resetting its 2002 projections for revenue to $2.15 billion from the earlier reported $2.23 billion, and earnings before interest, taxes, depreciation and amortization to $600 million from the earlier reported $650 million. The sale of the Cincinnati Bell Directory yellow pages publishing business is subject to customary closing conditions. The sale is expected to be completed by March 31, 2002. Copies of the two press releases are attached hereto as Exhibits 99(i) and 99(ii), respectively. This current report on Form 8-K contains forward-looking statements that involve potential risks and uncertainties. Broadwing's future results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, Broadwing's ability to maintain its market position in communications services, general economic trends affecting the purchase of telecommunication services, world and national events that may affect the ability to provide services, and its ability to develop and launch new products and services. More information on potential risks and uncertainties is available in the company's recent filings with the Securities and Exchange Commission, including the 2000 Form 10-K for Broadwing Inc. and Broadwing Communications Inc. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (C) (i) Exhibit 99(i) - Press Release of Broadwing Inc. dated February 5, 2002. (ii) Exhibit 99(ii) - Press Release of Broadwing Inc. dated February 5, 2002. SIGNATURES 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. BROADWING INC. By: /s/ Jeffrey C. Smith ------------------------------ Jeffrey C. Smith Chief Human Resources Officer, General Counsel and Corporate Secretary Date: February 11, 2002 EX-99.I 3 l92694aex99-i.txt EXHIBIT 99(I) Exhibit 99(i) BROADWING Press Release - ------------------------------------------------------------------------------- Investor contact: Media contact: Matt Booher Thomas Osha 513.397.9904 513.397.7316 matt.booher@broadwing.com tom.osha@broadwing.com BROADWING SELLS MAJORITY INTEREST IN TELEPHONE DIRECTORY BUSINESS FOR $345M CINCINNATI--February 5, 2002--Broadwing Inc. (NYSE:BRW) today announced a definitive agreement to sell a substantial majority of Cincinnati Bell Directory, its yellow page directory publishing business, for $345 million in cash to a new company, CBD Media Inc., funded by Spectrum Equity Investors and operated by the existing Cincinnati Bell Directory management team. Doug Myers, the current VP and GM of Cincinnati Bell Directory will be named President & CEO of CBD Media Inc. Advertisers in the Cincinnati Bell Directory and the 2.4 million people who receive its directories will see no difference in the quality, branding, billing, sales, customer service, or management of the yellow page books. Cincinnati Bell Directory publishes 15 yellow page directories in the Greater Cincinnati/Northern Kentucky area. "In making our decision, it was important to enter into a relationship assuring there will be virtually no change for our advertisers and readers," said Broadwing Chairman-elect and CEO Rick Ellenberger. "Broadwing will focus on its core communications business while CBD Media will continue to deliver the Cincinnati Bell Directory as we have always done." Under the agreement: o The directories will continue to be published under the distinctive Cincinnati Bell Directory brand under a long term licensing agreement. o Broadwing will continue to act as the billing and customer service agent o Cincinnati Bell Directory's current partners, including LM Berry, will continue in their roles. o CincinnatiExchange.com, which provides online directory listings, shopping, news, and electronic services, will continue its integration and electronic linkage with Cincinnati Bell, the local communications subsidiary of Broadwing Inc. o Employees of Cincinnati Bell Directory will become employees of CBD Media - more - o Broadwing will remain a small minority owner in the business which will be accounted for on a cost basis The sale is estimated to close within 30 days, subject to customary closing conditions. Merrill Lynch & Co. acted as the financial advisor to Broadwing. ABOUT BROADWING Broadwing Inc. (NYSE: BRW) is an integrated communications company. Broadwing leads the industry as the world's first intelligent, all-optical, switched network provider and offers businesses nationwide a competitive advantage by providing data, voice and Internet solutions that are flexible, reliable and innovative on its 18,500-mile optical network and its award-winning IP backbone. Local service subsidiary Cincinnati Bell is one of the nation's most respected and best performing local exchange and wireless providers with a legacy of unparalleled customer service excellence and financial strength. J.D. Power and Associates recently ranked Cincinnati Bell number one in customer satisfaction for both local residential telephone service and residential long distance among mainstream users. Cincinnati Bell provides a wide range of telecommunications products and services to residential and business customers in Ohio, Kentucky and Indiana. Broadwing Inc. is headquartered in Cincinnati, Ohio. For more information, visit www.broadwing.com. NOTE: Information included in this news release contains forward-looking statements that involve potential risks and uncertainties. Broadwing's future results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, Broadwing's ability to maintain its market position in communications services, general economic trends affecting the purchase of telecommunication services, world and national events that may affect the ability to provide services, and its ability to develop and launch new products and services. More information on potential risks and uncertainties is available in the company's recent filings with the Securities and Exchange Commission, including the 2000 Form 10-K for Broadwing Inc. and Broadwing Communications Inc. 2 EX-99.II 4 l92694aex99-ii.txt EXHIBIT 99(II) Exhibit 99(ii) BROADWING Press Release - ------------------------------------------------------------------------------ Investor contact: Media contact: Matt Booher Libby Korosec 513.397.9904 513.397.1589 matt.booher@broadwing.com libby.korosec@cinbell.com BROADWING SELLS DIRECTORY BUSINESS; RESETS GUIDANCE FOR 2002 CINCINNATI--February 5, 2002--Broadwing Inc. (NYSE:BRW) today announced that it will update its 2002 projections for revenue and earnings before interest, taxes and depreciation (EBITDA) due to the pending sale of its telephone directory business. For 2002, revenues are expected to be $2.15 billion and EBITDA is expected to be $600 million. The proceeds from the sale will be used to decrease Broadwing's debt. The company still expects to be free cash-flow positive by year end. Earlier today, Broadwing announced a definitive agreement to sell a substantial majority of Cincinnati Bell Directory, its yellow page directory publishing business, for $345 million in cash to a new company, CBD Media Inc. Broadwing will account for the directory business as a discontinued operation in 2002. Adjusted to reflect discontinued operations, revenue for full year 2001 was $2.18 billion and EBITDA was $550 million. "This further allows Broadwing to focus on its core communications business while decreasing our reliance on bank debt and further strengthening our balance sheet," said Broadwing Chairman-elect and CEO Rick Ellenberger. ABOUT BROADWING Broadwing Inc. (NYSE: BRW) is an integrated communications company. Broadwing leads the industry as the world's first intelligent, all-optical, switched network provider and offers businesses nationwide a competitive advantage by providing data, voice and Internet solutions that are flexible, reliable and innovative on its 18,500-mile optical network and its award-winning IP backbone. Local service subsidiary Cincinnati Bell is one of the nation's most respected and best performing local exchange and wireless providers with a legacy of unparalleled customer service excellence and financial strength. J.D. Power and Associates recently ranked Cincinnati Bell number one in customer satisfaction for both local residential telephone service and residential long distance among mainstream users. Cincinnati Bell provides a wide range of telecommunications products and services to residential and business customers in Ohio, - more - Kentucky and Indiana. Broadwing Inc. is headquartered in Cincinnati, Ohio. For more information, visit www.broadwing.com. NOTE: Information included in this news release contains forward-looking statements that involve potential risks and uncertainties. Broadwing's future results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, Broadwing's ability to maintain its market position in communications services, general economic trends affecting the purchase of telecommunication services, world and national events that may affect the ability to provide services, and its ability to develop and launch new products and services. More information on potential risks and uncertainties is available in the company's recent filings with the Securities and Exchange Commission, including the 2000 Form 10-K for Broadwing Inc. and Broadwing Communications Inc. 2 -----END PRIVACY-ENHANCED MESSAGE-----