UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 21, 2005
CINCINNATI BELL INC.
Ohio | 31-1056105 | |||
(State or other jurisdiction | 1-8519 | (IRS Employer | ||
of incorporation) | (Commission File Number) | Identification No.) | ||
201 East Fourth Street | ||||
Cincinnati, Ohio | 45202 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (513) 397-9700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Form 8-K
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Cincinnati Bell Inc. |
Item 4.01 Changes in Registrants Certifying Accountant | ||||||||
Item 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
Exhibit 16.1 |
Item 4.01 Changes in Registrants Certifying Accountant
(a) On March 21, 2005, the Audit and Finance Committee (the Audit Committee) of the Board of Directors of Cincinnati Bell Inc. (the Company) dismissed PricewaterhouseCoopers LLP (PwC) as the Companys independent accountants.
The reports of PwC on the Companys consolidated financial statements for the past two fiscal years contained no adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope, or accounting principles.
During the two most recent fiscal years and through March 21, 2005, there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference to the subject matter of the disagreements in their reports on the Companys consolidated financial statements for such years.
During the two most recent fiscal years and through March 21, 2005, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K .
The Company has provided a copy of the above disclosures to PwC and asked PwC to provide it with a letter addressed to the Securities and Exchange Commission stating whether or not PwC agrees with the Companys statements. Attached as Exhibit 16.1 is a copy of PwCs letter dated March 24, 2005.
(b) On March 21, 2005, the Audit Committee approved the engagement of Deloitte & Touche LLP (Deloitte & Touche) as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2005, effective upon the final completion of Deloitte & Touches customary client acceptance procedures and execution of an engagement letter. During the two most recent fiscal years and through March 21, 2005, the Company did not consult with Deloitte & Touche regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Companys consolidated financial statements, or any other matters that were either the subject of a disagreement or a reportable event as defined in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
16.1
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Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission dated March 24, 2005. |
1
Form 8-K
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Cincinnati Bell Inc. |
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.
CINCINNATI BELL INC.
By:
/s/ Christopher J.
Wilson
Christopher J. Wilson
Vice President and General Counsel
Date: March 24, 2005
2
Exhibit Index
Exhibit No. | Exhibit | |
16.1
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Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission dated March 24, 2005. |