Exhibit

(4)(b)(iv)




 








 









SECURITIES AND EXCHANGE COMMISSION




WASHINGTON, D.C. 20549




 




FORM

8-A/A




 




FOR REGISTRATION OF CERTAIN CLASSES OF

SECURITIES




PURSUANT TO SECTION 12(b) OR 12(g) OF THE




SECURITIES EXCHANGE ACT OF 1934




 




AMENDMENT NO. 3




 




BROADWING

INC.




(Exact name of registrant

as specified in its charter)




 








	

   


  	

   


  	

   


  
	

  OHIO


  	

   


  	

  31-1056105


  
	

  (State of incorporation


  	

   


  	

  (IRS Employer


  
	

  or organization


  	

   


  	

  Identification No.)


  
	

   


  	

   


  	

   


  
	

  201 East Fourth Street


  	

   


  	

  45201-2301


  
	

  Cincinnati, Ohio


  	

   


  	

  (Zip Code)


  










 




(Address of principal

executive offices)




 




SECURITIES

TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:




 




 








	

  Title of each Class


  	

   


  	

  Name of each exchange on

  which


  
	

  to be so registered


  	

   


  	

  each class is to be

  registered


  
	

   


  	

   


  	

   


  
	

  Rights to Purchase Series A


  	

   


  	

  New York Stock Exchange


  
	

  Preferred Shares


  	

   


  	

  Cincinnati Stock Exchange


  










 




 




 




If this form relates to the registration of a class of

securities pursuant to Section 12(b) of the Exchange Act and is effective

pursuant to General Instruction A.(c), check the following box. ý




 




If this form relates to the registration of a class of

securities pursuant to Section 12(g) of the Exchange Act and is effective

pursuant to General Instruction A.(d), check the following box. o




 




Securities Act registration statement file number to

which this form relates:




 




(if applicable)




 




Securities to be registered pursuant to Section 12(g)

of the Act:




 




None




(Title of Class)








 


































 




Item 1. Description of Registrant’s

Securities to be Registered.




 




On June 10, 2002, Broadwing Inc. (the “Company”)

amended (Amendment No. 3 attached as an exhibit hereto, the “Rights Amendment”)

its Rights Agreement dated as of April 29, 1997, as amended (the “Rights

Agreement”), between the Company and The Fifth Third Bank, as the Rights Agent.

The Rights Amendment increases, under certain circumstances, the Beneficial

Ownership percentage threshold that would cause an investment adviser under the

Investment Advisers Act of 1940 and/or its affiliates to become an “Acquiring

Person” as defined in the Rights Agreement. Capitalized terms used but not

defined herein have the meaning set forth in the Rights Agreement, as amended.

A summary of the Rights as amended follows.




 




SUMMARY

OF RIGHTS




 




On March 3, 1997, the Board of Directors of the

Company declared a dividend distribution of one right (“Right”) on each of the

Company’s outstanding Common Shares to holders of record of the Common Shares

at the close of business on May 2, 1997 (the “Record Date”). One Right also

will be distributed for each Common Share issued after May 2, 1997, until the

Distribution Date (which is described in the next paragraph). On November 2,

1999, the Board of Directors of the Company authorized and effected an

adjustment to each Right. Each Right, as so adjusted, entitles the registered

holder to purchase from the Company a unit (“Unit”) consisting of one

one-thousandth of a Series A Preferred Share of the Company at a purchase price

of $125 per Unit, subject to adjustment (the “Purchase Price”). The description

and terms of the Rights are set forth in the Rights Agreement, as amended.




 




Initially, the Rights will be attached to all Common

Share certificates representing shares then outstanding, and no separate Rights

Certificates will be distributed. The Rights will separate from the Common

Shares and a “Distribution Date” will occur upon the earlier of (i) 10 business

days following a public announcement that a person or group of affiliated or

associated persons (an “Acquiring Person”) has acquired, or obtained the right

to acquire, beneficial ownership of 15% or more of the outstanding Common

Shares and (ii) 10 business days following the commencement of a tender offer

or exchange offer that would if consummated result in a person or group

beneficially owning 15% or more of the outstanding Common Shares.




 




Until the Distribution Date (i) the Rights will be

evidenced by Common Share certificates and will be transferred with and only

with such Common Share certificates, (ii) new Common Share certificates issued

after May 2, 1997 will contain a notation incorporating the Rights Agreement,

as amended, by reference and (iii) the surrender for transfer of any

certificates for outstanding Common Shares will also constitute the transfer of

the Rights associated with the Common Shares represented by such certificate.




 




The Rights are not exercisable until the Distribution

Date and will expire at the close of business on May 2, 2007, unless earlier

redeemed by the Company as described below.




 




As soon as practicable after the Distribution Date,

Rights Certificates will be mailed to holders of record of the Common Shares as

of the close of business on the Distribution Date and, thereafter, the separate

Rights Certificates alone will represent the Rights. Except for certain

issuances in connection with outstanding options and convertible securities and

as otherwise determined by the Board of Directors, only Common Shares issued

prior to the Distribution Date will be issued with Rights.




 




In the event any Person becomes an Acquiring Person

(“Flip-In Event”), each holder of a Right will have the right to receive, upon

exercise, Common Shares having a value equal to two times the exercise




 





























 




price (“Purchase Price”) of the Right. Moreover, the

Rights will not be exercisable until the Rights are no longer redeemable as

described below. If the Company does not have enough authorized Common Shares

to satisfy the exercise of the Rights, the Company will be required to

substitute value in the form of cash, property, debt or equity securities, or a

reduction of the Purchase Price, or any combination of the foregoing, in an

aggregate amount equal to the value of the Common Shares which would otherwise

be issuable. In addition, the Company may provide that, in lieu of payment of

any exercise price by holders of the Rights, the Company will issue to such

holders securities equal to the value of the spread between the exercise price

and the value of the Common Shares. The Acquiring Person would not be permitted

to exercise any Rights and any Rights held by such person (or certain

transferees of such person) will be null and void and non-transferable.




 




For example, at an exercise price of $125 per Right,

each Right not owned by an Acquiring Person (or by certain related parties)

following a Flip-In Event would entitle its holder to purchase $250 worth of

Common Shares (or other consideration, as noted above) for $125. Assuming that

the Common Shares have a per share value of $25 at such time, the holder of

each valid Right would be entitled to purchase ten Common Shares for $125.

Alternatively, at the discretion of the Board of Directors, each Right

following a Flip-In Event, without payment of the exercise price, would entitle

its holder to Common Shares (or other consideration, as noted above) with a

value of $125.




 




If, following the Distribution Date, the Company is

acquired in certain specified mergers or other business combinations (i.e., the

Company does not survive or its Common Shares are changed or exchanged), or 50%

or more of its assets or earning power (on a consolidated basis) are sold or

transferred in one transaction or a series of related transactions (“Flip-Over

Events”), each Right becomes a Right to acquire shares of common stock of the

other party to the transaction (or its ultimate parent in certain

circumstances) having a value equal to two times the Purchase Price. As an

enforcement mechanism, the Rights Agreement prohibits the Company from entering

into any such transaction unless the other party agrees to comply with the

provisions of the Rights.




 




The Purchase Price payable and the number of Units of

Preferred Shares or other securities or property issuable upon exercise of the

Rights are subject to adjustment from time to time to prevent dilution (i) in

the event of a stock dividend on, or a subdivision, combination or

reclassification of, the Preferred Shares, (ii) if holders of the Preferred

Shares are granted certain rights or warrants to subscribe for Preferred Shares

or convertible securities at less than the current market price of the

Preferred Shares or (iii) upon the distribution to holders of the Preferred

Shares of evidences of indebtedness or assets (excluding regular quarterly cash

dividends) or of subscription rights or warrants (other than those referred to

above).




 




With certain exceptions, no adjustment in the Purchase

Price will be required until cumulative adjustments amount to at least 1% of

the Purchase Price. No fractional Units will be issued and, in lieu thereof, an

adjustment in cash will be made based on the market price of the Preferred

Shares on the last trading date prior to the date of exercise.




 




In general, the Company may redeem the Rights in

whole, but not in part, at a price of $0.01 per Right, at any time prior to a

Flip-In Event. Immediately upon the action of the Board of Directors ordering

redemption of the Rights, the Rights will terminate and the only right of the

holders of Rights will be to receive the $0.01 redemption price.




 




Until a Right is exercised, the holder thereof, as

such, will have no rights as a shareholder of the Company, including, without

limitation, the right to vote or to receive dividends. While the distribution




 




 




2





























 




of the Rights will not be taxable to shareholders or

to the Company, shareholders may, depending upon the circumstances, recognize

taxable income in the event that the Rights become exercisable for Common

Shares (or other consideration) of the Company or for shares of common stock of

the acquiring company as set forth above.




 




As long as the Rights are redeemable, the Company may

amend any provision of the Rights Agreement in any respect without the approval

of the holders of the Rights. At any time when the Rights are no longer

redeemable, the Company may amend the Rights Agreement without the approval of

the holders of the Rights in order to cure any ambiguity, correct or supplement

any provision which may be defective or inconsistent with any other provision,

shorten or lengthen any time period, or change or supplement the provisions in

any manner in which the Company may deem necessary or desirable; provided that

no such supplement or amendment shall adversely affect the interests of the

holders of the Rights, and no such amendment may cause the Rights again to

become redeemable or cause the Rights Agreement again to become amendable other

than in accordance with the terms of the original Rights Agreement.




 




This summary description of the Rights does not

purport to be complete and is qualified in its entirety by reference to the

Rights Agreement, which is incorporated herein by reference.




 




Item 2. Exhibits.




 




*1. Amendment No. 3 to the Rights Agreement dated as

of June 10, 2002 between the Company and The Fifth Third Bank.




 






















* Filed Herewith




 




2. Amendment No. 2 to the Rights Agreement dated as of

November 2, 1999 between the Company and The Fifth Third Bank (incorporated by

referenced to Exhibit 1 to Amendment No. 2 of the Company’s Registration

Statement on Form 8-A filed on November 8, 1999).




 




3. Amendment No. 1 to the Rights Agreement dated as of

July 20, 1999 between the Company and The Fifth Third Bank (incorporated by

reference to Exhibit 1 to Amendment No. 1 of the Company’s Registration

Statement on Form 8-A filed on August 6, 1999).




 




4. Rights Agreement dated as of April 29, 1997,

between the Company and The Fifth Third Bank which includes the form of

Certificate of Amendment to the Amended Articles of Incorporation of the

Company as Exhibit A, the form of Rights Certificate as Exhibit B and the

Summary of Rights to Purchase Preferred Stock as Exhibit C (incorporated by

reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A

filed on May 1, 1997).




 




 




3





























 




SIGNATURE




 




Pursuant to the requirements of Section 12 of the

Securities Exchange Act of 1934, as amended, the registrant has duly caused

this amendment to the registration statement to be signed on its behalf by the

undersigned, thereunto duly authorized.




 




Dated: July 1, 2002




 




	

   


  	

   


  	

  BROADWING INC.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  Jeffrey C. Smith


  
	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  Jeffrey

  C. Smith


  





 




 




Title: General Counsel and Corporate Secretary




 




 




4





























 




INDEX OF

EXHIBITS




 




Exhibit




Number Description




 




1. Amendment No. 3 to the Rights Agreement dated as of

June 10, 2002 between the Company and The Fifth Third Bank.




 




2. Amendment No. 2 to the Rights Agreement dated as of

November 2, 1999 between the Company and The Fifth Third Bank (incorporated by

referenced to Exhibit 1 to Amendment No. 2 of the Company’s Registration

Statement on Form 8-A filed on November 8, 1999).




 




3. Amendment No. 1 to the Rights Agreement dated as of

July 20, 1999 between the Company and The Fifth Third Bank (incorporated by

reference to Exhibit 1 to Amendment No. 1 of the Company’s Registration

Statement on Form 8-A filed on August 6, 1999).




 




4. Rights Agreement dated as of April 29, 1997,

between the Company and The Fifth Third Bank which includes the form of

Certificate of Amendment to the Amended Articles of Incorporation of the

Company as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary

of Rights to Purchase Preferred Stock as Exhibit C (incorporated by reference

to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed on May

1, 1997).




 




 




5





























 




Exhibit

1




 




AMENDMENT

NO. 3 TO RIGHTS AGREEMENT




 




This Amendment No. 3 to Rights Agreement (this

“Amendment”) is entered into as of June 10, 2002 by and between Broadwing Inc.,

an Ohio corporation (the “Company”), and The Fifth Third Bank, a Delaware

corporation (the “Rights Agent”), amending the Rights Agreement, dated as of

April 29, 1997, as amended, between the Company and the Rights Agent (the

“Rights Agreement”).




 




WHEREAS, the Company has duly authorized the execution

and delivery of this Amendment, and all things necessary to make this Amendment

a valid agreement of the Company have been done; and




 




WHEREAS, this Amendment is entered into pursuant to

Section 27 of the Rights Agreement.




 




NOW, THEREFORE, in consideration of the premises and

the mutual agreements herein set forth, the parties hereby agree as follows:




 




1. DEFINED TERMS. Terms defined in the Rights

Agreement and used and not otherwise defined herein shall have the meanings

given to them in the Rights Agreement.




 




2. AMENDMENTS TO THE RIGHTS AGREEMENT. Section 1 of

the Rights Agreement is hereby amended as follows:




 




(1) In Section 1(a) defining an “Acquiring Person,”

the following sentence shall be added after the first sentence and before the

second sentence of such Section 1(a):




 




Notwithstanding the foregoing, any investment adviser

under the Investment Advisers Act of 1940 shall not be deemed to be or to have

become an Acquiring Person as a result of it and/or its Affiliates (or any of

their investment funds or clients for whom the investment adviser and/or its

Affiliates invest on a discretionary basis (“Discretionary Clients”)) becoming

the Beneficial Owner of 15% or more of the Common Shares of the Corporation

then outstanding, provided, that the investment adviser and/or its Affiliates

(and/or any of their investment funds or Discretionary Clients) (i) have

purchased the Common Shares of the Corporation for itself or themselves, for

its/their investment funds or for its/their Discretionary Clients for

investment purposes, and (ii) have acted without any intention of changing or

influencing control of the Corporation, and, provided further, that (A) no

investment adviser and/or its Affiliates (including any of its/their investment

funds or any group of its/their investment funds or any Discretionary Clients)

that are commonly managed or acting in concert have become the Beneficial Owner

of 15% or more of the Common Shares of the Corporation then outstanding and (B)

no investment adviser and/or its Affiliates (and/or any of its/their investment

funds or Discretionary Clients) collectively have become the Beneficial Owner

of 20% or more of the Common Shares of the Corporation then outstanding; and,

if either of the foregoing percentage thresholds is exceeded, the investment

adviser shall be an Acquiring Person hereunder as of the date such percentage

threshold is exceeded, unless the Board of




 




 





























 




Directors determines otherwise pursuant to and in

accordance with the proviso contained in the first sentence of this Section

1(a).




 




(2) Section 1 of the Rights Agreement is further

amended to add the following subsection at the end thereof:




 




(ii) Notwithstanding anything in this Agreement to the

contrary, neither a Distribution Date nor a Shares Acquisition Date shall be

deemed to have occurred nor has any Person become an Acquiring Person as a

result of purchases of Common Shares by any investment adviser under the

Investment Advisers Act of 1940 and/or its Affiliates prior to or on the date

hereof exceeding the percentage threshold set forth in the first sentence of

Section




1(a) hereof but not exceeding the percentage

thresholds set forth in the second sentence of Section 1(a) hereof.




 




3. EFFECTIVENESS. This Amendment shall be deemed

effective as of June 10, 2002, as if executed on such date. Except as amended

hereby, the Rights Agreement shall remain in full force and effect and shall be

otherwise unaffected hereby.




 




4. MISCELLANEOUS. This Amendment shall be deemed to be

a contract made under the laws of the State of Ohio and for all purposes shall

be governed by and construed in accordance with the laws of such State. This

Amendment may be executed in any number of counterparts, each of such

counterparts shall for all purposes be deemed an original and all such

counterparts shall together constitute but one and the same instrument.




 




IN WITNESS WHEREOF, the parties hereto have caused

this Amendment to be duly executed and attested, all as of the day and year

first above written.




 




 




	

  Attest:


  	

   


  	

   


  	

  BROADWING INC.


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

  /s/ Gordon P.

  Williams


  	

   


  	

  By:


  	

  /s/ Jeffrey C. Smith


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Name:


  	

  Gordon P.

  Williams


  	

   


  	

  Name:


  	

  Jeffrey C. Smith


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  General Counsel

  and


  
	

  Title:


  	

  Assistant

  Corporate Secretary


  	

   


  	

  Title:


  	

  Corporate

  Secretary


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

  THE FIFTH THIRD

  BANK


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

  /s/ Andre Reich


  	

   


  	

  By:


  	

  /s/ Geoffrey D.

  Anderson


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Name:


  	

  Andre Reich


  	

   


  	

  Name:


  	

  Geoffrey D.

  Anderson


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Title:


  	

  Relationship

  Manager


  	

   


  	

  Title:


  	

  Assistant Vice

  President


  





 




 




2