Prospectus excerpt:  Holders of Cincinnati Bell 6 3/4% preferred stock are entitled to cast one vote per whole share that they own on all matters submitted to a vote of the shareholders, including the election of directors. Holders of Cincinnati Bell 7 1/4% preferred stock, holders of Cincinnati Bell 6 3/4% preferred stock and holders of Cincinnati Bell common stock will vote together as a single class, unless otherwise provided by law or the Cincinnati Bell amended articles of incorporation. The approval of each holder of Cincinnati Bell 6 3/4% preferred stock is necessary to: alter the voting rights, reduce the liquidation preference, reduce the rate of or change the time for payment of dividends, adversely alter certain redemption provisions.

In addition, the approval of at least two-thirds of the votes entitled to be cast by holders of Cincinnati Bell 6 3/4% preferred stock is required to amend the Cincinnati Bell amended articles of incorporation to affect adversely the specified rights, preferences, privileges or voting rights of holder of Cincinnati Bell 6 3/4% preferred stock.

Dividends on Cincinnati Bell 6 3/4% preferred stock are payable quarterly and accrue at a rate of 6 3/4% per annum per share on a liquidation preference of $1,000 per share, $67.50 per annum per share. Dividends may, at the option of Cincinnati Bell, be paid in shares of Cincinnati Bell common stock if, and only if, the documents governing Cincinnati Bell's indebtedness that existed as of March 30, 1998, prohibit the payment of such dividends in cash. Cincinnati Bell is allowed to pay dividends only if permitted by Ohio law.

Unless previously redeemed or repurchased, Cincinnati Bell 6 3/4% preferred stock is convertible at the option of the holders at any time into shares of Cincinnati Bell common stock at a rate, subject to adjustment in certain events, of 28.84 shares of Cincinnati Bell common stock for each share of Cincinnati Bell 6 3/4% preferred stock.

Cincinnati Bell 6 3/4% preferred stock is redeemable after April 5, 2000, subject to certain conditions with respect to the closing price of Cincinnati Bell common stock in the case of redemptions prior to April 1, 2002.

In order to protect the interests of holders of Cincinnati Bell 6 3/4% preferred stock, the Cincinnati Bell amended articles of incorporation provide for adjustment of the conversion rate and related terms in the case of certain consolidations, mergers or changes in control.

In the event of the liquidation, dissolution or winding up of the business of Cincinnati Bell, holders of Cincinnati Bell 6 3/4% preferred stock are entitled to receive the liquidation preference of $1,000 per share plus all accrued and unpaid dividends.

Cincinnati Bell 6 3/4% preferred stock is issued as and represented by depositary shares. These depositary shares represent a one-twentieth of a share of Cincinnati Bell 6 3/4% preferred stock. A holder of depositary shares of Cincinnati Bell 6 3/4% preferred stock only has voting rights equal to the number of whole shares of Cincinnati Bell 6 3/4% preferred stock represented by such depositary shares of Cincinnati Bell 6 3/4% preferred stock.