<PAGE>
                            SCHEDULE 14A INFORMATION
 
                  Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934 (Amendment No.    )
 
    Filed by the Registrant / /
    Filed by a Party other than the Registrant /X/
 
    Check the appropriate box:
    / /  Preliminary Proxy Statement
    / /  Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
    /X/  Definitive Proxy Statement
    / /  Definitive Additional Materials
    / /  Soliciting  Material  Pursuant  to  Section  240.14a-11(c)  or  Section
         240.14a-12
 
                               Cincinnati Bell Inc.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 
                                  Merrill Corp
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
/X/  $125 per  Exchange Act  Rules 0-11(c)(1)(ii),  14a-6(i)(1), 14a-6(i)(2)  or

     Item 22(a)(2) of Schedule 14A.
/ /  $500  per  each party  to  the controversy  pursuant  to Exchange  Act Rule
     14a-6(i)(3).
/ /  Fee  computed  on   table  below   per  Exchange   Act  Rules   14a-6(i)(4)
     and 0-11.
     1) Title of each class of securities to which transaction applies:
        ------------------------------------------------------------------------
     2) Aggregate number of securities to which transaction applies:
        ------------------------------------------------------------------------
     3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
        filing fee is calculated and state how it was determined):
        ------------------------------------------------------------------------
     4) Proposed maximum aggregate value of transaction:
        ------------------------------------------------------------------------
     5) Total fee paid:
        ------------------------------------------------------------------------
/ /  Fee paid previously with preliminary materials.
/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the  filing for which the  offsetting fee was paid
     previously. Identify the previous filing by registration statement  number,
     or the Form or Schedule and the date of its filing.
     1) Amount Previously Paid:
        ------------------------------------------------------------------------
     2) Form, Schedule or Registration Statement No.:
        ------------------------------------------------------------------------
     3) Filing Party:
        ------------------------------------------------------------------------
     4) Date Filed:
        ------------------------------------------------------------------------

<PAGE>
 
[LOGO]
201 EAST FOURTH STREET
P.O. BOX 2301
CINCINNATI, OHIO 45201

                                          NOTICE OF 1996 ANNUAL MEETING
                                                    AND PROXY STATEMENT
 
- --------------------------------------------------------------------------------
 
                            NOTICE OF ANNUAL MEETING
 
To The Shareholders:
 
    The  annual meeting of shareholders of  Cincinnati Bell Inc. (the "Company")
will be  held  in  the SPRINGER  AUDITORIUM  OF  MUSIC HALL,  1243  Elm  Street,
Cincinnati,  Ohio, on Monday,  April 22, 1996,  at 11:30 A.M.  for the following
purposes:
 
    1.  To elect three directors for three-year terms ending in 1999;
 
    2.  To  ratify the appointment  of Coopers &  Lybrand L.L.P. as  independent
       accountants to audit the financial statements of the Company for the year
       1996; and
 
    3.  To act upon such other matters as may properly come before the meeting.
 
    Shareholders of record at the close of business on February 29, 1996 will be
entitled to vote at the meeting and any adjournment thereof.
 
    The  vote of  each shareholder is  important, whatever the  number of shares
held. Whether or not you plan to attend the meeting, please sign and return  the
accompanying proxy card promptly in the enclosed envelope. PLEASE NOTE THAT YOUR
VOTE  CANNOT BE COUNTED UNLESS YOU SIGN AND  RETURN THE PROXY CARD OR ATTEND THE
MEETING AND VOTE BY BALLOT.
 
                                            [W. H. ZIMMER SIGNATURE]
                                           W. H. Zimmer III
                                           Secretary
 
M
arch 14, 1996

<PAGE>
                              CINCINNATI BELL INC.
                             201 EAST FOURTH STREET
                                 P.O. BOX 2301
                             CINCINNATI, OHIO 45201
 
                                PROXY STATEMENT
 
    This  Proxy Statement  and the accompanying  proxy card are  being mailed to
shareholders on or about March 18,  1996 in connection with the solicitation  of
proxies  by the Board of  Directors of Cincinnati Bell  Inc. (the "Company") for
use at the annual meeting to be held on April 22, 1996.
 
    Shares can be voted at the meeting only if the shareholder is represented by
proxy or is present in person. A shareholder giving a proxy in the  accompanying
form  retains the  power to  revoke it  by a  later appointment  received by the
Company or by giving notice of revocation  to the Company in writing or in  open
meeting.  Such later appointments or notices should  be directed to W. H. Zimmer
III,  Secretary  of  the  Company,  at  the  address  set  forth  above.  Shares
represented  by properly executed proxies received in the accompanying form will
be voted in accordance with the  instructions contained therein. IN THE  ABSENCE
OF  CONTRARY INSTRUCTIONS, SUCH SHARES  WILL BE VOTED (1)  TO ELECT AS DIRECTORS
THE PERSONS NAMED ON PAGE 6; (2) TO RATIFY THE APPOINTMENT OF COOPERS &  LYBRAND
L.L.P.  AS INDEPENDENT ACCOUNTANTS OF THE COMPANY  FOR THE YEAR 1996; AND (3) IN
THE DISCRETION OF  THE INDIVIDUALS NAMED  IN THE  PROXY, ON ANY  MATTERS AS  MAY
PROPERLY COME BEFORE THE MEETING. An abstention from voting and broker non-votes
(as defined below) will be included in determining the presence of a quorum.
 
    In  the event that a broker, bank, custodian, nominee or other record holder
of shares indicates on a proxy that it does not have discretionary authority  to
vote  certain shares  on a particular  matter (a "broker  non-vote"), then those
shares will not be considered present and entitled to vote with respect to  that
matter, although they will be counted in determining the presence of a quorum.
 
    If  a shareholder is a participant in the Company's Employee Stock Ownership
Plan ("ESOP"), Retirement Savings  Plan or Savings and  Security Plan, the  CBIS
Retirement  and Savings Plan or the MATRIXX Marketing Inc. Profit Sharing/401(k)
Plan, and the  accounts are registered  in the  same name, the  proxy will  also
serve  as a voting instruction for the trustees of those plans. All of the plans
except for the ESOP provide that the trustee shall vote plan shares  represented
by  cards which are not signed and returned in the same proportion as shares for
which signed cards are  returned. Shares in  the ESOP are  not voted unless  the
card is signed and returned.
 
    YOUR  VOTE  IS  IMPORTANT. PLEASE  SIGN,  DATE  AND RETURN  YOUR  PROXY CARD
PROMPTLY SO THAT A QUORUM MAY BE REPRESENTED AT THE MEETING.
 
    In the past, shareholders with multiple accounts may have received more than
one Annual Report and Proxy  Statement, which is costly  to the Company and  may
have  been  inconvenient  to  those  shareholders.  The  Company  has eliminated
multiple mailings of the Annual Report and Proxy Statement to accounts with  the
identical  address. Additionally, all proxy cards to identical addresses will be
included in the same  envelope. To resume  the mailing of  an Annual Report  and
Proxy  Statement to an account, write W. H. Zimmer III, Secretary, Room 732, 201
East Fourth Street, P.O. Box 2301, Cincinnati, Ohio 45201.

<PAGE>
    On the record date, February 29, 1996, outstanding voting securities of  the
Company  consisted  of  66,923,079  Common  Shares,  $1.00  par  value  ("Common
Shares"), all  of one  class. Each  Common Share  has one  vote on  each  matter
presented for action at the meeting. The following table sets forth information,
as  of the record date, with respect to those persons the Company believes to be
beneficial owners of more than 5% of the Company's voting securities:
 

<TABLE>
<CAPTION>
                                                          AMOUNT AND
                                                          NATURE OF      Percent of
  TITLE OF CLASS             BENEFICIAL OWNER           OWNERSHIP (a)       Class
- ------------------  ----------------------------------  --------------  -------------
<S>                 <C>                                 <C>             <C>
Common Shares       The Western and Southern              6,452,696            9.6%
                    Life Insurance Company
                    400 Broadway
                    Cincinnati, Ohio 45202
Common Shares       T. Rowe Price Trust Company           3,889,928(b)         5.8%
                    ("T. Rowe Price")
                    10090 Red Run Boulevard
                    Owings Mills, Maryland 21117
Common Shares       Bankers Trust Company                 3,776,064(c)         5.6%
                    ("Bankers Trust")
                    One Bankers Trust Plaza
                    New York, New York 10015
</TABLE>

 
- ---------
(a) The Securities and Exchange Commission  has defined "beneficial owner" of  a
    security  to include any person who has or shares voting power or investment
    power with  respect  to  any such  security  or  has the  right  to  acquire
    beneficial ownership of any such security within 60 days.
 
(b) T.  Rowe Price has advised the Company  that these Common Shares are held by
    it as trustee under  the Cincinnati Bell Inc.  Retirement Savings Plan,  the
    Cincinnati  Bell Inc.  Savings and Security  Plan and  the MATRIXX Marketing
    Inc. Profit Sharing/401(k) Plan. T. Rowe Price may be considered as  sharing
    voting  power with participants under these  plans because T. Rowe Price has
    power to vote the Common Shares to  the extent the participants do not  give
    it  instructions with  respect to  voting such  shares. For  each plan, this
    power is limited  to the voting  of Common Shares  as to which  it does  not
    receive  instructions, in the same proportions as it votes Common Shares for
    which it does receive instructions. Under  the terms of these plans and  the
    applicable  trust  agreements, T.  Rowe  Price has  only  limited investment
    powers with respect to the Common Shares held by it.
 
(c) Bankers Trust  has advised  the  Company that  these Common  Shares  include
    3,457,248  Common Shares  held by  it as  trustee under  the Cincinnati Bell
    Pension Plans Trust. Bankers Trust is  required to vote these Common  Shares
    in  the same proportions that the trustee  (Key Trust Company of Ohio) under
    the Cincinnati  Bell Inc.  Employee Stock  Ownership Plan  votes the  Common
    Shares held under that plan. (The trustee under the Employee Stock Ownership
    Plan  votes only the  Common Shares for which  voting instructions have been
    received.) Bankers  Trust does  not have  investment power  with respect  to
    Common  Shares held by it under the  Pension Plans Trust because the Company
    directs Bankers Trust with respect to purchases and sales of Common Shares.
 
    Bankers Trust  has advised  the Company  that the  remaining 318,816  Common
    Shares are held by it in a variety of fiduciary capacities.
 
    Section  16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors and persons who own more  than 10% of a registered class  of
the  Company's equity  securities to  file reports  of ownership  and changes in
ownership with  the Securities  and Exchange  Commission and  the New  York  and
Cincinnati   Stock  Exchanges.   Officers,  directors   and  greater   than  10%
shareholders  are  required  by  regulations  of  the  Securities  and  Exchange
Commission  to furnish the Company  with copies of all  Section 16(a) forms they
file. Based solely on its review of the copies of such forms received by it, the
Company believes that, during the period  commencing January 1, 1995 and  ending
December 31, 1995, all such
 
                                       2

<PAGE>
persons  complied  on a  timely basis  with the  filing requirements  of Section
16(a), with  the  exception of  a  Form  4 filed  after  its due  date  by  Mrs.
Stonebraker and a Form 5 that reported a transaction late for Mr. Friedlander.
 
                               BOARD OF DIRECTORS
 
GENERAL INFORMATION
 
    The  Board  of  Directors  has  the  responsibility  for  establishing broad
corporate policies and for the overall  performance of the Company, although  it
is  not involved in day-to-day operating details. Directors are kept informed of
the Company's business by various reports and documents sent to them, as well as
by operating and financial reports presented at Board and committee meetings  by
the chairman, chief executive officer and other officers.
 
    Meetings  of the  Board of  Directors are  held approximately  eight times a
year, and there is also an  organizational meeting following the annual  meeting
of shareholders. Additional meetings of the Board may be called whenever needed.
The  Board of Directors of  the Company held 13  meetings in 1995. Each director
attended at least  93% of  the aggregate  number of  meetings of  the Board  and
committees of which he or she was a member.
 
COMMITTEES OF THE BOARD
 
    The  committees established by  the Board of  Directors to assist  it in the
discharge  of  its  responsibilities  are  described  below.  The   biographical
information  on  each director,  including those  nominated for  election, which
begins on page 6 of this  Proxy Statement, identifies the committee  memberships
currently held by each nominee and each incumbent director.
 
    The  Executive Committee has five members, two  of whom are also officers of
the Company. The Committee  meets on call whenever  needed and has authority  to
act  on most matters during the  intervals between Board meetings. The Committee
met one time in 1995.
 
    The Audit Committee has  three members, none  of whom is  an officer of  the
Company.  The Committee  meets with management  to consider the  adequacy of the
internal controls of the Company and the objectivity of its financial reporting;
the Committee also meets with  the independent accountants and with  appropriate
Company  financial personnel and internal auditors concerning these matters. The
Committee  recommends  to   the  Board  the   appointment  of  the   independent
accountants,  subject to ratification by the shareholders at the annual meeting.
Both the internal  auditors and  the independent  accountants periodically  meet
alone  with the  Committee and  have unrestricted  access to  the Committee. The
Committee met four times in 1995.
 
    The Compensation Committee has four members,  none of whom is an officer  of
the  Company.  It  makes  recommendations  to  the  Board  with  respect  to the
compensation of  Senior  Managers  of  the  Company  and  also  administers  the
Cincinnati  Bell  Inc.  1988  Long  Term Incentive  Plan  (the  "1988  Long Term
Incentive Plan"), the Cincinnati Bell Inc. Short Term Incentive Plan (the "Short
Term Incentive Plan"), the  Cincinnati Bell Inc.  Pension Program (the  "Pension
Program"),  the Cincinnati Bell  Inc. 1989 Stock Option  Plan and the Cincinnati
Bell Inc.  Executive  Deferred  Compensation Plan  (the  "Deferred  Compensation
Plan"). The Committee met eight times in 1995.
 
    The  Finance and Benefits  Committee has three  members, none of  whom is an
officer of  the Company.  The Committee  reviews the  capital structure  of  the
Company, short term borrowing limits, proposed financings, options available for
the  financing  of  all  material acquisitions  by  the  Company,  the Company's
dividend policy  and  the  Company's  benefit  plans,  the  performance  of  the
portfolio managers of such plans and pension plan funding. From time to time the
Committee  makes such reports  and recommendations to the  Board with respect to
the foregoing as it deems appropriate. The Committee met five times in 1995.
 
    The Nominating Committee has three members,  one of whom is also an  officer
of  the Company.  The Committee  meets from  time to  time to  discuss potential
candidates for director  and officer positions  with the Company.  From time  to
time  the  Committee makes  such  reports and  recommendations  to the  Board of
Directors with respect thereto as it may deem appropriate. The Committee met two
times in 1995.
 
                                       3

<PAGE>

COMPENSATION OF DIRECTORS
 
    Directors who are also employees of the Company receive no remuneration  for
serving  as directors  or committee  members. Non-employee  directors receive an
annual retainer  of $16,000  and a  meeting fee  of $1,000  for each  Board  and
committee meeting attended. Directors may elect to defer the receipt of all or a
part  of the fees  and retainers. Amounts so  deferred earn interest, compounded
quarterly, at a  rate equal  to the average  interest rate  for ten-year  United
States Treasury notes for the previous quarter.
 
    Non-employee directors also receive stock options pursuant to the Cincinnati
Bell  Inc. 1988  Stock Option  Plan for  Non-Employee Directors  (the "Directors
Plan"). Pursuant to the Directors Plan each nonemployee director of the  Company
upon his/her initial appointment or election as a director receives an option to
purchase  6,000 Common Shares and receives in  each year thereafter an option to
purchase 2,000 Common Shares, provided that such non-employee director continues
in office subsequent to that year's annual meeting of shareholders. The exercise
price for each option  granted is 100%  of the fair market  value of the  Common
Shares on the date of grant. During 1995, no options were exercised.
 
    Pursuant  to the Cincinnati Bell Inc. Retirement Plan for Outside Directors,
non-employee directors with at least five years of service as a director of  the
Company  upon  their retirement  are  entitled to  receive  an amount  per year,
continuing for the number of years that they served as a director, equal to  the
annual  retainer in effect at the date of  their retirement. In the event of the
death of a director or retired director, no further payments will be made  under
the  plan. Presently three directors are receiving payments under the Retirement
Plan for Outside Directors.
 
    Mr. Hibbard retired  as an employee  of the Company  effective February  11,
1994;  however,  he continues  to serve  as  a non-employee  director and  as an
officer of  the Company.  As long  as he  continues to  serve as  Chairman,  Mr.
Hibbard  will  be compensated  at the  rate of  $300,000 per  annum and  he will
continue  to  receive  the  perquisites  which  he  was  receiving  as  Chairman
immediately  prior  to  becoming  a  non-employee  director.  As  a non-employee
director, Mr. Hibbard is eligible to participate in the plan for deferring  fees
and  retainers and the Directors Plan; however, Mr. Hibbard does not participate
in the Retirement Plan for Outside Directors.
 
    Non-employee  directors  also   were  provided  certain   telecommunications
services.  The cost of  such services was  approximately $1,100 per non-employee
director in 1995.
 
C
OMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
    Raymond R. Clark, who retired as an Executive Vice President and a  director
of  the Company during 1995, serves as a  director of Xtek, Inc. Mr. Kiggen, who
is a  director  of  the Company  and  a  member of  the  Company's  Compensation
Committee,  is the Chairman  of the Board  and Chief Executive  Officer of Xtek,
Inc. Since the Board  of Directors of  Xtek, Inc. does  not have a  compensation
committee,  the entire  Board of Directors  of Xtek, Inc.  (including Mr. Clark)
performs the function  of a compensation  committee. The Company's  Compensation
Committee consists of Messrs. Kiggen (Chairman), Barrett, Cox and Sharrock.
 
                                       4

<PAGE>

SHARE OWNERSHIP OF DIRECTORS AND OFFICERS
 
    The  following table sets forth the beneficial ownership of Common Shares as
of February 29, 1996  by each director  and named executive  officer and by  all
directors and officers of the Company as a group. As of that date, no individual
director  or  officer owned  beneficially more  than 1.0%  of the  Common Shares
outstanding and  all directors  and officers  of the  Company as  a group  owned
beneficially 1,828,078 Common Shares or 2.73% of the Common Shares outstanding.
 

<TABLE>
<CAPTION>
 
                                                                                    SHARES
                                                                                  BENEFICIALLY
                                                                                  OWNED AS OF       Percent of
                                                                               FEB. 29, 1996 (a)   Common Shares
                                                                               ------------------  -------------
 
<S>                                                                            <C>                 <C>
John F. Barrett..............................................................       14,384(b)(c)          .02%
Phillip R. Cox...............................................................       10,300                .02%
William A. Friedlander.......................................................       95,319(b)(d)          .14%
David S. Gergacz.............................................................      120,000                .18%
Brian C. Henry...............................................................      145,966                .22%
Dwight H. Hibbard............................................................      487,853(b)             .73%
Robert P. Hummel, M.D........................................................       23,501(b)             .04%
James D. Kiggen..............................................................       31,916(b)             .05%
John T. LaMacchia............................................................      442,379(b)             .66%
Charles S. Mechem, Jr........................................................        7,000                .01%
Barry L. Nelson..............................................................       50,124                .07%
Mary D. Nelson...............................................................       10,000                .01%
David B. Sharrock............................................................       21,401                .03%
Barbara J. Stonebraker.......................................................       57,799(b)             .09%
All Directors and Officers as a group (consisting of 18 persons, including
  those named above).........................................................    1,830,078(b)            2.73%
</TABLE>

 
- ---------
(a) Includes  Common Shares subject  to outstanding options  under the 1988 Long
    Term Incentive Plan  and the Directors  Plan which are  exercisable by  such
    individuals  within  60  days. The  following  options are  included  in the
    totals: 384,300 Common Shares for  Mr. LaMacchia; 290,000 Common Shares  for
    Mr.  Hibbard; 120,000 Common  Shares for Mr.  Gergacz; 142,300 Common Shares
    for Mr.  Henry; 31,000  Common Shares  for Mrs.  Stonebraker; 29,500  Common
    Shares for Mr. Nelson; 20,000 Common Shares for each of Messrs. Friedlander,
    Hummel  and Kiggen;  18,000 Common  Shares for  Mr. Sharrock;  12,000 Common
    Shares for  Mr. Barrett;  10,000 Common  Shares for  Mr. Cox;  8,000  Common
    Shares  for Mrs. Nelson and  6,000 Common Shares for  Mr. Mechem. The Common
    Share figures for the  non-employee directors do  not include, however,  the
    option  to purchase an additional 2,000 Common Shares that each non-employee
    director will receive  pursuant to  the Directors Plan,  provided that  such
    non-employee  director continues in office  subsequent to this year's annual
    meeting of shareholders.
 
(b) Includes Common  Shares  held  directly  by members  of  the  director's  or
    officer's family who have the same home as the director or officer but as to
    which  the director or officer disclaims beneficial ownership: 8,296 for Mr.
    LaMacchia; 4,100 for Mr. Friedlander; 3,430 for Mrs. Stonebraker; 1,901  for
    Dr.  Hummel; 1,706 for Mr. Kiggen; 784 for Mr. Barrett; 401 for Mr. Hibbard;
    and 1,081 for other officers.
 
(c) Does not  include  Common Shares  held  by  The Western  and  Southern  Life
    Insurance  Company of  which Mr.  Barrett is  President and  Chief Executive
    Officer. Mr. Barrett disclaims beneficial ownership of those shares.
 
                                       5

<PAGE>
(d) Includes  52,900  Common  Shares  as  to  which  Mr.  Friedlander  disclaims
    beneficial  ownership. Mr. Friedlander has sole investment power as to these
    52,900 Common Shares.
 
                             ELECTION OF DIRECTORS
 
                          (ITEM 1 ON THE PROXY CARD)
 
    The Board of Directors of the Company presently consists of ten members, two
of whom  are  officers  of  the  Company.  The  Company's  Amended  Articles  of
Incorporation  require that the directors be divided into three classes. At each
annual meeting of shareholders, directors constituting a class are elected for a
three-year term. The terms of the three Class III directors expire in 1996.  The
Board  of Directors has nominated Dr. Robert P. Hummel, James D. Kiggen and Mary
D. Nelson for election as directors in Class III to serve until the 1999  annual
meeting  of shareholders. The three nominees for director receiving the greatest
number of votes will be elected Class III directors. The four directors in Class
I continue to serve until the 1997 annual meeting of shareholders, and the three
directors in  Class  II continue  to  serve until  the  1998 annual  meeting  of
shareholders.  The directors  of each  class will  serve until  their respective
successors are elected and qualified.
 
    It is intended  that shares represented  by the accompanying  form of  proxy
will be voted for the election of the nominees, unless contrary instructions are
indicated  as provided on the proxy card. (If  you do not wish your shares to be
voted for particular nominees, please so indicate on the proxy card.) If one  or
more  of the nominees should at the time of the meeting be unavailable or unable
to serve as a candidate, the shares represented by the proxies will be voted  to
elect  the remaining nominees and any  substitute nominee or nominees designated
by the Board of Directors. The Board of Directors knows of no reason why any  of
the nominees will be unavailable or unable to serve.
 
    For  each director of  the Company, including  those nominated for election,
there follows a brief listing of  principal occupation during at least the  past
five  years,  other  major  affiliations  and age  on  the  date  of  this Proxy
Statement. When indicating  the tenure with  the Company of  each director,  the
"Company"  means the  present corporation  (post-June 1983)  and Cincinnati Bell
Telephone Company  (pre-July 1983).  Directors' ownership  of Common  Shares  is
shown on the table on page 5.
 
                        NOMINEES FOR CLASS III DIRECTORS
                             (TERMS EXPIRE IN 1999)
 
    Dr.  Robert  P.  Hummel, Chief  of  Staff of  University  Hospital; Emeritus
Professor of Surgery, College of Medicine, University of Cincinnati. Director of
the Company  since 1983;  Chairman of  the Finance  and Benefits  Committee  and
member of the Executive Committee. Age 67.
 
    James  D. Kiggen, Chairman of the Board and Chief Executive Officer of Xtek,
Inc. (manufacturer of engineered steel products for heavy industry) since  1985;
President  of  Xtek, Inc.  1985-1995. Director  of Fifth  Third Bancorp  and its
subsidiary, The  Fifth  Third  Bank,  The United  States  Playing  Card  Company
(manufacturer  of playing  cards) and Xtek,  Inc. Director of  the Company since
1983; Chairman  of  the  Compensation  Committee and  member  of  the  Executive
Committee. Age 64.
 
    Mary D. Nelson, President of Nelson & Co. (consulting actuaries) since 1975.
Director  of  Blount  International,  Inc.  (manufacturer  of  outdoor products,
industrial and power  equipment and  sporting equipment) and  The Union  Central
Life  Insurance Company.  Director of  the Company since  1994; a  member of the
Audit Committee and the Finance and Benefits Committee. Age 62.
 
                               CLASS I DIRECTORS
                             (TERMS EXPIRE IN 1997)
 
    John F. Barrett, President  and Chief Executive Officer  of The Western  and
Southern  Life  Insurance  Company  since March  8,  1994;  President  and Chief
Operating Officer, November  1989 to  March 1994; Executive  Vice President  and
Chief  Financial Officer, May 1987 to October  1989. Director of The Western and
Southern Life Insurance Company, The Fifth Third Bancorp and its subsidiary, The
Fifth Third Bank,
 
                                       6

<PAGE>
and The  Andersons,  Inc.  (diversified  agribusiness  and  retailing  company).
Director  of  the  Company  since  1992;  member  of  the  Audit  Committee, the
Compensation Committee and the Nominating Committee. Age 46.
 
    Dwight H.  Hibbard, Chairman  of  the Company  since 1985;  Chief  Executive
Officer  of  the  Company,  1985-1993;  Chairman  of  Cincinnati  Bell Telephone
Company, 1985-1993.  Director  of Teradyne,  Inc.  (supplier of  automatic  test
systems).  Director  of  the  Company  since  1974;  Chairman  of  the Executive
Committee and Chairman of the Nominating Committee. Age 72.
 
    Charles S.  Mechem, Jr.,  Commissioner  Emeritus, Ladies  Professional  Golf
Association  (women's professional  sports organization).  Retired Commissioner,
Ladies Professional Golf Association, 1991-1995;  Former Chairman of The  United
States Shoe Corporation (manufacturer and retailer of shoes, retailer of women's
apparel,  and  manufacturer  and  retailer  of  eyeglasses),  1993-1995; Retired
Chairman &  CEO  of  Taft  Broadcasting Company,  1967-1990.  Director  of  AGCO
(manufacturer  and distributor of agricultural equipment and replacement parts),
Mead  Corporation  (forest  products  company),  Ohio  National  Life  Insurance
Company,  J. M. Smucker Company (food products company), Star Banc Corp. and its
subsidiary, Star Bank, N.A. Director of the Company since December 1995. Age 65.
 
    David B. Sharrock, Consultant since  1994; Retired Executive Vice  President
and Chief Operating Officer of Marion Merrell Dow Inc. (researcher, manufacturer
and  seller of pharmaceutical products) 1989-1993; President and Chief Operating
Officer of Merrell Dow Pharmaceuticals  Inc., 1988-1989. Director of Unitog  Co.
(uniform  rental  company),  Interneuron  Pharmaceuticals  Inc.  (pharmaceutical
research),  Progenitor,  Inc.   (pharmaceutical  research),  Intercardia,   Inc.
(pharmaceutical   product   development)  and   Pharmaceutical   Peptides,  Inc.
(pharmaceutical research). Director  of the  Company since 1987;  member of  the
Compensation Committee and the Nominating Committee. Age 59.
 
                               CLASS II DIRECTORS
                             (TERMS EXPIRE IN 1998)
 
    Phillip  R.  Cox, President  and Chief  Executive  Officer of  Cox Financial
Corporation (financial planning) since 1972. Director of Federal Reserve Bank of
Cleveland, CINergy Corp.  (gas and electric  utility) and PNC  Bank, Ohio,  N.A.
Director of the Company since 1993; member of the Compensation Committee and the
Finance and Benefits Committee. Age 48.
 
    William  A. Friedlander, Chairman of Bartlett & Co. (a registered investment
advisor) since 1989; Chief Executive  Officer, 1986-1989. Director of The  Union
Central  Life Insurance Company. Director of the Company since 1986; Chairman of
the Audit Committee and member of the Executive Committee. Age 63.
 
    John T.  LaMacchia, President  and Chief  Executive Officer  of the  Company
since  October 1, 1993; President of the Company since January 1, 1988; Chairman
of Cincinnati Bell Telephone Company since November 1993; Chairman of Cincinnati
Bell Information Systems Inc. since October 1988; Chief Operating Officer of the
Company, 1988-1993. Director of The Kroger Co. (food retailer). Director of  the
Company since 1985; member of the Executive Committee. Age 54.
 
                                       7

<PAGE>
             RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
 
                          (ITEM 2 ON THE PROXY CARD)
 
    Subject   to  shareholder   ratification,  the  Board   of  Directors,  upon
recommendation of the  Audit Committee, has  reappointed the firm  of Coopers  &
Lybrand  L.L.P. as independent accountants to  audit the financial statements of
the Company  for  the  year 1996.  Coopers  &  Lybrand L.L.P.  has  audited  the
financial statements of the Company (and Cincinnati Bell Telephone Company prior
to  July  1983)  for  many  years.  If  the  shareholders  do  not  ratify  this
appointment, other independent accountants will  be appointed by the Board  upon
recommendation  of  the Audit  Committee. One  or  more members  of the  firm of
Coopers  &  Lybrand  L.L.P.  will  attend  the  annual  meeting,  will  have  an
opportunity to make a statement and will be available to answer questions.
 
OUR RECOMMENDATION
 
    RATIFICATION  OF THE  APPOINTMENT OF COOPERS  & LYBRAND  L.L.P. REQUIRES THE
AFFIRMATIVE VOTE OF THE HOLDERS  OF A MAJORITY OF  THE COMMON SHARES PRESENT  OR
REPRESENTED  AND  ENTITLED  TO  VOTE  AT THE  MEETING.  THE  BOARD  OF DIRECTORS
R
ECOMMENDS A VOTE FOR SUCH RATIFICATION.
 
            COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
 
    The overall goals of the Company's executive compensation program are (i) to
encourage and provide  an incentive  to its  executive officers  to achieve  the
Company's   strategic,  operating  and  financial  goals,  both  short-term  and
long-term, and thereby  enhance shareholder  value, (ii) to  attract and  retain
well-qualified   executive  officers,  and  (iii)   to  reward  individuals  for
outstanding job performance in a fair and equitable manner.
 
    The Compensation Committee recommends to the Board of Directors compensation
for the Chief Executive Officer and Messrs. Henry and Gergacz. The  compensation
of  Mrs. Stonebraker is established by the Board of Directors of Cincinnati Bell
Telephone Company ("CBT"). The compensation of Mr. Nelson is established by  the
Board of Directors of Cincinnati Bell Long Distance Inc. ("CBLD").
 
    The  components  of the  Company's executive  compensation program  are base
salary, annual short  term incentives and  long term incentives,  each of  which
assists in achieving the program's goals.
 
    BASE SALARY.  After reviewing (i) several national surveys(1) concerning the
compensation  paid by  companies in a  broad spectrum of  businesses focusing on
compensation at the 50th percentile  of companies whose revenues are  comparable
to  those of the  Company, (ii) historical compensation  data for each executive
officer, (iii) information from  the Company's Chairman of  the Board, and  (iv)
the  Committee's evaluation of  the performance of  Messrs. LaMacchia and Henry,
the Compensation Committee  recommended a  $25,000 increase in  base salary  for
Messrs.  LaMacchia and Henry effective January  1, 1995. Mr. Gergacz' salary was
established pursuant  to  his  employment  contract.  The  salaries  of  Messrs.
LaMacchia,  Henry and Gergacz  appear in the Summary  Compensation Table on page
11. Compared  to the  survey  group, salaries  paid  to the  executive  officers
average in the 50th to 75th percentile.
 
    ANNUAL  INCENTIVES.  The Company's Short Term Incentive Plan, which includes
the Chief Executive Officer and Messrs. Henry  and Gergacz, is one of the  means
by  which  the Compensation  Committee  encourages the  Company's  management to
enhance shareholder value. To receive an annual short term incentive award,  the
Compensation Committee recommended and the Board of Directors approved that: (i)
the  Company must achieve certain levels of  "earnings per share" (EPS) and, for
Mr. Gergacz, CBT must also achieve  certain levels of operating income and  meet
capital  expenditure targets as well as  meet certain levels of customer service
and  (ii)  the  individual  officer's  performance,  in  the  judgment  of   the
Compensation  Committee, must  be deserving.  The threshold  amount for  the EPS
component is 90% with the maximum amount payable upon the achievement of 110% of
the targeted goal. The threshold amount for
 
- ---------
(1) The salary and  bonus surveys are prepared  by recognized consulting  firms,
each  of which establishes its own criteria  for including companies in its data
pool. These  surveys  may or  may  not include  the  Peer Group  Companies.  The
consulting  firms do not disclose the  defining characteristics of the companies
used in these surveys.
 
                                       8

<PAGE>
the operating income component  is 96% with the  maximum award payable upon  the
achievement  of  114%  of  the  targeted goal.  Based  upon  the  achievement of
predetermined goals, each executive officer may  receive from 0% to 250% of  the
targeted  cash award. The target cash  awards are determined by reviewing survey
bonus information(2) and from historical  bonus targets established in  previous
years.  Compared to the Survey Group,  target cash awards for executive officers
average 91% of the 75th percentile.
 
    Since 127% of the Company EPS goals, 107% of the CBT operating income  goal,
and the CBT capital expenditure and service goals were achieved, 1995 short term
incentive  awards were  approved for Messrs.  LaMacchia, Henry  and Gergacz. The
amounts of those awards appear in the Summary Compensation Table on page 11.
 
    LONG TERM INCENTIVES.  The Company's 1988 Long Term Incentive Plan  provides
incentive  compensation for  key officers and  employees of the  Company and its
subsidiaries in the form of stock options, stock appreciation rights, restricted
stock, performance shares and performance units and other stock unit awards.  In
connection with any award, payments of dividend or interest equivalents also may
be  authorized.  Options granted  under the  1988 Long  Term Incentive  Plan are
either incentive stock options  or nonstatutory options.  The exercise price  of
each  option granted  equals or  is greater  than the  fair market  value of the
Company's Common Shares  on the date  of grant.  The term of  any option  cannot
exceed  10 years from the date of  grant. Generally, options will be canceled in
the event of  termination of employment  for any reason  other than  retirement,
disability or death.
 
    The  Compensation Committee uses long term compensation, mainly the grant of
stock options, as  a means  to align the  interests of  the Company's  executive
officers  with those  of its  shareholders and  thus enhance  shareholder value.
After considering (i) an independent consultant's survey(3) that measured option
grants as  a  multiple  of  base  salary and  focusing  on  the  50th  and  75th
percentiles   of   this  survey,   (ii)  each   executive  officer's   level  of
responsibility, (iii) total compensation objective,  as identified in the  first
paragraph  in this report, (iv) previous  grant information (as reflected in the
Summary Compensation Table)  and (v)  statistical data  concerning total  grants
under  the Company's 1988 Long Term Incentive Plan compared to total outstanding
shares, the Compensation Committee granted options to all of the named executive
officers. Mr.  Gergacz'  options  were  issued pursuant  to  the  terms  of  his
employment contract. The options granted to the Chief Executive Officer and each
of the named executive officers are shown in the "Grants of Stock Options" table
on  page 12. The options  granted in 1995 to  the named executive officers other
than Mr. Gergacz were at or below the 50th percentile with Mr. LaMacchia at  the
50th percentile.
 
    Beginning  in 1996, a portion of the  long-term incentive can be in the form
of performance shares.  Distribution will  be made at  the end  of a  three-year
performance  period depending  on the extent  to which  the Company's cumulative
total shareholder return for the  performance period compares with a  comparison
group mean cumulative return.
 
    STOCK  OWNERSHIP  GUIDELINES.    To  further  align  the  interests  of  the
executives and  the  Company's  shareholders,  the  Compensation  Committee  has
established  stock ownership  guidelines for  its executive  officers. The Chief
Executive Officer is expected to have approximately three times his base  salary
in Common Shares and other executive officers are expected to have approximately
one  and one-half  times their  base salary in  Common Shares.  These shares can
include shares acquired on the open  market or through Company plans,  including
the  Retirement Savings  Plan. Executives will  be given a  reasonable amount of
time to satisfy these guidelines.
 
- ---------
(2) The salary and  bonus surveys are prepared  by recognized consulting  firms,
each  of which establishes its own criteria  for including companies in its data
pool. These  surveys  may or  may  not include  the  Peer Group  Companies.  The
consulting  firms do not disclose the  defining characteristics of the companies
used in these surveys.
(3) The  companies  used  in the  survey  from  which stock  option  grants  are
determined  consist of 276 national companies that responded to the survey. This
survey was not used to compute salaries or bonuses. The consulting firms do  not
disclose the defining characteristics of the companies used in the surveys.
 
                                       9

<PAGE>
    COMPENSATION  OF THE CHIEF EXECUTIVE.   Mr. LaMacchia served in the capacity
of President and Chief Executive Officer throughout 1995. As President and Chief
Executive Officer, in accordance  with the policies  discussed, his base  salary
for  1995  was $525,000.  He received  a  stock option  grant for  75,000 Common
Shares, and he received a short term award of $500,000.
 
    COMPENSATION LIMITATIONS.    The  Compensation Committee  is  continuing  to
consider the effect of section 162(m) of the Internal Revenue Code, which limits
the  deduction for compensation  paid to the Company's  named executives. Of the
compensation paid to  the Company's named  executives for 1995,  $25,000 of  Mr.
LaMacchia's  compensation may not be deductible by reason of this limitation. As
long as the  Company's potential tax  liability from the  loss of the  deduction
remains nominal, no action will be taken.
 
                                           Compensation Committee
 
                                           James D. Kiggen, Chairman
                                           John F. Barrett
                                           Phillip R. Cox
                                           David B. Sharrock
 
                                       10

<PAGE>

                             EXECUTIVE COMPENSATION
 
I.  SUMMARY COMPENSATION TABLE
 
    The  following table shows  the compensation of  the Chief Executive Officer
and the other four most highly compensated executive officers of the Company  or
any  of its subsidiaries for services to the Company and its subsidiaries in all
capacities. Mr. LaMacchia served  as a director of  the Company but received  no
separate compensation in that capacity.
 

<TABLE>
<CAPTION>
 
                                                                                  Long-Term Compensation
                                                                           -------------------------------------
                                                                                    Awards
                                            Annual Compensation            ------------------------    Payouts
                                   -------------------------------------                 SECURITIES   ----------
                                                           OTHER ANNUAL    RESTRICTED    UNDERLYING   LONG-TERM     ALL OTHER
       NAME AND PRINCIPAL                                  COMPENSATION       STOCK       OPTIONS     INCENTIVE    COMPENSATION
            POSITION         YEAR  SALARY($)   BONUS($)        ($)          AWARDS($)       (#)       PAYOUTS($)     ($) (a)
     ----------------------  ----  ---------   ---------  --------------   -----------   ----------   ----------   ------------
     <S>                     <C>   <C>         <C>        <C>              <C>           <C>          <C>          <C>
     John T. LaMacchia       1995  $525,000    $500,000             (b)    $      0        75,000        $ 0       $  6,000
     President & CEO         1994   500,000     500,000             (b)           0       100,000          0          6,000
                             1993   415,000           0             (b)           0        60,000          0          6,994
     Brian C. Henry          1995  $300,000    $175,000             (b)    $      0        25,000        $ 0       $ 18,808
     Executive Vice          1994   275,000     175,000             (b)           0        20,000          0         11,000
     President & CFO         1993   180,000     160,000             (b)           0        80,000          0              0
     Barbara J. Stonebraker  1995  $192,000    $120,885             (b)    $254,070(c)      7,500        $ 0       $ 10,741
     Senior Vice             1994   186,000      80,000             (b)           0         4,000          0          8,000
     President of CBT        1993   184,000      46,000             (b)           0         4,000          0          9,434
     David S. Gergacz(d)     1995  $115,000    $195,000    $ 197,047(e)    $      0       100,000        $ 0       $      0
     Executive Vice          1994        --          --           --             --            --         --             --
     President of CBI &      1993        --          --           --             --            --         --             --
     President &
     CEO of CBT
     Barry L. Nelson         1995  $160,000    $150,000             (b)    $254,070(c)     10,000        $ 0       $  6,000
     President & CEO         1994   151,699     120,000             (b)           0         2,500          0          5,533
     of CBLD                 1993   133,987     100,000             (b)           0         2,500          0          9,434
</TABLE>

 
a)   Represents Company contributions to  defined contribution savings plans and
    to the Deferred Compensation Plan described on page 16.
 
b)   Does not  include the  value  of perquisites  and other  personal  benefits
    because  the aggregate amount of such  compensation, if any, does not exceed
    the lesser of $50,000 or  10% of the total amount  of the annual salary  and
    bonus for the individual for that year.
 
c)   15,000 Common Shares  at $16.938. Restrictions lapse  with respect to 9,000
    Common Shares in  1997, an additional  3,000 Common Shares  in 1998 and  the
    remaining 3,000 Common Shares in 1999.
 
d)  Mr. Gergacz' date of employment was July 17, 1995.
 
e)   Includes $192,099 of relocation expenses.  Other amounts were less than 25%
    of the  total  perquisites and  other  personal benefits  reported  for  Mr.
    Gergacz.
 
                                       11

<PAGE>
II.  GRANTS OF STOCK OPTIONS
 
    The  following table  shows all  individual grants  of stock  options to the
named executive officers of  the Company during the  fiscal year ended  December
31, 1995.
 

<TABLE>
<CAPTION>
 
                                                                             Potential Realizable
                            NUMBER OF   % of Total                         Value at Assumed Annual
                           SECURITIES     Options                            Rates of Stock Price
                           UNDERLYING   Granted to   Exercise              Appreciation for Option
                             OPTIONS     Employees    or Base                      Term (b)
                           GRANTED (#)   in Fiscal     Price    Expiration ------------------------
          NAME                 (a)         Year       ($/Sh)      Date       5% ($)       10% ($)
- -------------------------  -----------  -----------  ---------  ---------  -----------  -----------
<S>                        <C>          <C>          <C>        <C>        <C>          <C>
John T. LaMacchia              75,000         7.5%   $  16.938   1/3/05    $   798,900  $ 2,024,400
Brian C. Henry                 25,000         2.5%   $  16.938   1/3/05    $   266,300  $   674,800
Barbara J. Stonebraker          7,500          .8%   $  16.938   1/3/05    $    79,890  $   202,440
David S. Gergacz              100,000        10.1%   $  26.625   7/17/05   $ 1,674,500  $ 4,243,500
Barry L. Nelson                10,000         1.0%   $  16.938   1/3/05    $   106,520  $   269,920
</TABLE>

 
(a)  The material terms  of the options granted  are: grant type, non-statutory;
    grant price, fair market value on grant date; in general, exercisable  after
    one year; term of grant, 10 years, except in cases of retirement, disability
    or  death;  and  unexercisable  options are  cancelled  upon  termination of
    employment. In the case of Mr.  Gergacz' grant, the options are  exercisable
    as  follows: one-third are  exercisable in 1996,  an additional one-third in
    1997 and the remaining one-third in 1998.
 
(b) As required by  rules of the Securities  and Exchange Commission,  potential
    values  stated are  based on  the prescribed  assumption that  the Company's
    Common Shares will appreciate in value from the date of grant to the end  of
    the option term (ten years from the date of grant) at annualized rates of 5%
    and  10% (total  appreciation of  62.9% and  159.4%) resulting  in values of
    approximately $27.59  and $43.93  for the  named executives  other than  Mr.
    Gergacz  and  $43.37 and  $69.06  for Mr.  Gergacz.  They are  not intended,
    however, to forecast possible future appreciation,  if any, in the price  of
    the  Company's  Common Shares.  The total  of all  stock options  granted to
    employees,  including   executive   officers,   during   fiscal   1995   was
    approximately  1.49% of the total Common Shares outstanding during the year.
    As an alternative to the assumed  potential realizable values stated in  the
    above  table,  the Securities  and  Exchange Commission  rules  would permit
    stating the  present value  of such  options at  date of  grant. Methods  of
    computing  present  values suggested  by  different authorities  can produce
    significantly different results.  Moreover, since stock  options granted  by
    the  Company are not transferable, there  are no objective criteria by which
    any  computation  of  present  value  can  be  verified.  Consequently,  the
    Company's  management  does  not  believe  there  is  a  reliable  method of
    computing the present value of such stock options.
 
                                       12

<PAGE>
III.  AGGREGATE OPTION EXERCISES
 
    The following table  shows fiscal  year-end values only  because no  options
were exercised during fiscal year 1995.

<TABLE>
<CAPTION>
 
                                                                                              NUMBER OF
                                                                                             SECURITIES
                                                                                             UNDERLYING
                                                                                             UNEXERCISED
                                                                                             OPTIONS AT
                                                                                             FY-END (#)
                                                                                             EXERCISABLE
                                                                                                (E)/
                                                           SHARES ACQUIRED      VALUE       UNEXERCISABLE
                          NAME                             ON EXERCISE (#)   REALIZED ($)        (U)
- ---------------------------------------------------------  ---------------   ------------   -------------
<S>                                                        <C>               <C>            <C>
                                                                                               E270,000
John T. LaMacchia                                                   0          $      0        U 75,000
                                                                                               E 73,333
Brian C. Henry                                                      0          $      0        U 51,667
                                                                                               E 12,000
Barbara J. Stonebraker                                              0          $      0        U 11,500
David S. Gergacz                                                    0          $      0        E      0
                                                                                               E  7,000
Barry L. Nelson                                                     0          $      0        U 12,500
 
<CAPTION>
                                                            VALUE OF UNEXERCISED IN-THE-MONEY
                                                                       OPTIONS AT
                                                                     FY-END ($) (a)
                                                                    Exercisable (E)/
                          NAME                                      Unexercisable(U)
- ---------------------------------------------------------  -----------------------------------
<S>                                                        <C>
                                                                     E$4,203,700.00
John T. LaMacchia                                                    U 1,335,900.00
                                                                     E$1,024,569.00
Brian C. Henry                                                        U  791,971.00
                                                                      E$ 177,500.00
Barbara J. Stonebraker                                                U  199,838.00
                                                                      E$       0.00
David S. Gergacz                                                      U  812,500.00
                                                                      E$ 105,187.50
Barry L. Nelson                                                       U  219,525.00
</TABLE>

 
(a)  Values stated based on the fair market  value (average of the high and low)
    of $34.75 per share of the Common  Shares on the New York Stock Exchange  on
    December 29, 1995.
 
IV.  LONG-TERM INCENTIVE PLAN AWARDS TABLE
 
    Since  no awards pursuant to any long-term  incentive plans were made to any
named executive officer in the fiscal year ended December 31, 1995, no table has
been included.
 
V.  DEFINED BENEFIT OR ACTUARIAL PLAN DISCLOSURE
 
    Mr. LaMacchia participates in both the Company's Management Pension Plan and
the Pension Program.  The following  table illustrates  the approximate  pension
amounts which would be payable under those plans combined.
 
                               PENSION PLAN TABLE
 

<TABLE>
<CAPTION>
                     YEARS OF SERVICE AND PENSION AMOUNT
               -----------------------------------------------
COMPENSATION       15          20          25      30 OR MORE
- -------------  ----------  ----------  ----------  -----------
<S>            <C>         <C>         <C>         <C>
 $   400,000   $  136,000  $  181,333  $  226,667   $ 272,000
     475,000      161,500     215,333     269,167     323,000
     550,000      187,000     249,333     311,667     374,000
     625,000      212,500     283,333     354,167     425,000
     700,000      238,000     317,333     396,667     476,000
     775,000      263,500     351,333     439,167     527,000
     850,000      289,000     385,333     481,667     578,000
     925,000      314,500     419,333     524,167     629,000
   1,000,000      340,500     453,333     566,667     680,000
   1,075,000      365,000     487,333     609,167     731,000
</TABLE>

 
    Pension  amounts shown  under the foregoing  table are  annual straight life
annuity pension amounts assuming  retirement at age 65,  prior to deduction  for
Social  Security benefits.  If retirement  occurs prior  to age  60, the pension
amounts shown may be reduced by 5% for each year by which the participant's  age
at  retirement is less than  age 60. To compute  the estimated annual retirement
benefits of  Mr. LaMacchia,  the amount  of compensation  which can  be used  is
$1,025,000  and the number of his years of credited service at December 31, 1995
is 29.  The covered  compensation is  for the  twelve consecutive  month  period
during  the thirty-six consecutive  month period ending  December 31, 1995 which
produces the highest dollar amount.
 
                                       13

<PAGE>
    Currently, the benefit formula under the  Management Pension Plan is a  cash
balance  formula. Under this  formula, each participant has  an account to which
pension  credits  are  allocated  at  the  end  of  each  year  based  upon  the
participant's  attained age and covered compensation for the year. To the extent
that a participant's covered compensation exceeds the Social Security wage base,
additional pension credits are given for such excess compensation. The following
chart shows the pension credits which will be given at the ages indicated:
 

<TABLE>
<CAPTION>
       ATTAINED AGE                                  PENSION CREDITS
- ---------------------------  ---------------------------------------------------------------
<S>                          <C>
Less than 30 years           2.50% of total covered compensation plus 2.50% of excess
                              compensation
30 but less than 35 years    2.75% of total covered compensation plus 2.75% of excess
                              compensation
35 but less than 40 years    3.25% of total covered compensation plus 3.25% of excess
                              compensation
40 but less than 45 years    4.00% of total covered compensation plus 4.00% of excess
                              compensation
45 but less than 50 years    5.25% of total covered compensation plus 5.25% of excess
                              compensation
50 but less than 55 years    6.50% of total covered compensation plus 6.50% of excess
                              compensation
55 or more years             8.00% of total covered compensation plus 8.00% of excess
                              compensation
</TABLE>

 
    At the  end of  each year,  a participant's  account is  also credited  with
assumed  interest at the rate  of 8% per annum through  December 31, 1996 and 4%
per  annum  for  subsequent  years.  At  retirement  or  other  termination   of
employment,  an amount equivalent to the balance then credited to the account is
payable to the participant in the form  of an immediate or deferred lump sum  or
annuity.  (In the case  of an employee  who was a  participant in the Management
Pension Plan on December 31, 1993, the employee's account also was credited with
pension credits equivalent to the employee's accrued benefit on that date.)
 
    Messrs. Henry, Gergacz and  Nelson and Mrs.  Stonebraker participate in  the
Management  Pension Plan but do not participate  in the Pension Program. If they
continue in  employment  and  retire  at normal  retirement  age  of  65,  their
estimated  annual pension  amounts under  the Management  Pension Plan  would be
$161,687 for Mr. Henry, $97,736 for  Mrs. Stonebraker, $100,819 for Mr.  Gergacz
and $80,604 for Mr. Nelson.
 
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
 
    In December 1987, the Company entered into an Executive Employment Agreement
with  Mr. LaMacchia. The Agreement is not a typical employment agreement in that
Mr. LaMacchia's term of employment under  the Agreement does not commence  until
the  date of a "change in control" (as defined in the Agreement) of the Company.
Under the Agreement,  Mr. LaMacchia  (i) continues to  be employed  in the  same
position  that  he had  on  the day  preceding the  change  in control  with the
responsibilities and authorities that executives in comparable companies possess
and (ii) receives  the same level  of compensation (with  annual cost of  living
increases)  and benefits in  effect immediately prior to  the change in control.
After a change  in control,  he may terminate  his employment,  with or  without
reason,  upon one  month's prior written  notice. The Company  may terminate his
employment without breach of  his Agreement only upon  his death, disability  or
for  "cause" (as defined in the Agreement). If, after a change in control of the
Company, the Company terminates his employment  in a breach of his Agreement  or
he voluntarily terminates his employment, he is entitled to receive as severance
pay  in cash an amount equal to five  times his "base amount" within the meaning
of Section 280G of the Internal Revenue Code. ("Base amount" for purposes of the
Agreement includes all amounts  attributed or earned for  that year pursuant  to
the  Short Term Incentive Plan, the 1988  Long Term Incentive Plan and any other
deferred compensation plan.) The severance pay payable under the Agreement  will
be  greater  than the  maximum  amount which  may  currently be  paid  under the
Internal Revenue  Code for  these  types of  agreements without  the  individual
incurring  an excise tax and without the Company being denied a tax deduction of
a portion of the payments.
 
    In March 1993, the  Company entered into  an Executive Employment  Agreement
with  Mr. Henry which provides for the  employment and retention of Mr. Henry as
Executive Vice President and Chief Financial  Officer of the Company for a  term
commencing    on    March   29,    1993   and    terminating   on    March   29,
 
                                       14

<PAGE>
1998. The Executive Employment Agreement provides for: an initial base salary of
$270,000 per year, which is subject to annual performance reviews and  increases
consistent  with  his  performance  and  the  treatment  of  similarly  situated
employees of the Company; the opportunity to  earn a bonus under the Short  Term
Incentive Plan; options to purchase 80,000 Common Shares; a supplemental pension
equal  to that portion of his accrued  pension under the Management Pension Plan
attributable to his  first 10  years of  service; and  benefits and  perquisites
consistent  with the treatment  of similarly situated  employees of the Company.
The Executive  Employment  Agreement provides  that  if Mr.  Henry's  employment
terminates  following a change in control of the Company, Mr. Henry will receive
a lump sum payment equal  to the greater of $810,000  or three times his  annual
base salary on the date of termination. In the event that the Company terminates
Mr.  Henry's employment  (other than  for cause  or disability)  after March 29,
1995, Mr. Henry will receive a lump sum severance payment equal to his  previous
12 months base salary.
 
    In  July, the Company entered into  an Employment Agreement with Mr. Gergacz
which provides for the employment and retention of Mr. Gergacz as Executive Vice
President of the Company and as President and Chief Executive Officer of CBT for
a term commencing on July 17, 1995  and ending on July 16, 2000. The  Employment
Agreement  provides  for:  an initial  base  salary  of $300,000  per  year; the
opportunity to earn a  bonus under the Short  Term Incentive Plan, with  minimum
bonus  targets of $62,500  for 1995 and  $150,000 for each  subsequent year; the
opportunity to participate in a long term incentive plan providing a payment  of
up  to $1,200,000 depending on the extent  to which 5-year performance goals are
exceeded; an initial grant of options  to purchase 100,000 Common Shares and  an
annual grant, commencing in 1996, of options to purchase 20,000 Common Shares; a
supplemental  pension of  up to  that portion of  his accrued  pension under the
Management Pension Plan attributable to his first 10 years of service; a  hiring
bonus of $100,000; and benefits and perquisites consistent with the treatment of
similarly  situated employees of the  Company. The Employment Agreement provides
that if Mr. Gergacz' employment terminates following a change in control of  the
Company or CBT, Mr. Gergacz will receive a lump sum payment equal to the greater
of $900,000 or three times his annual base salary on the date of termination. In
the  event that the  Company terminates Mr. Gergacz'  employment (other than for
cause or disability),  Mr. Gergacz  will receive  a lump  sum severance  payment
equal to two times the sum of his current annual base salary and target bonus.
 
    In  December  1994,  CBT  entered into  an  Employment  Agreement  with Mrs.
Stonebraker which provides for the employment and retention of Mrs.  Stonebraker
as a Senior Vice President for a term commencing on December 31, 1994 and ending
on  December 31,  1999. The Employment  Agreement provides for:  an initial base
salary of $192,000 per year, which is subject to annual performance reviews; the
opportunity to earn a bonus under CBT's regular compensation program; an  annual
grant  of options to purchase  7,500 Common Shares; a  restricted stock award of
15,000 Common Shares (which  were issued on January  3, 1995); and benefits  and
perquisites  consistent with the treatment  of similarly situated employees. The
Employment Agreement  states that  if Mrs.  Stonebraker's employment  terminates
following  a change  in control  of the  Company or  CBT, Mrs.  Stonebraker will
receive a lump sum payment equal to 2.99 times her base salary, her options will
become immediately exercisable and the restrictions otherwise applicable to  her
restricted  stock  award  will lapse.  In  the  event that  CBT  terminates Mrs.
Stonebraker's employment (other than for cause or disability), Mrs.  Stonebraker
will  receive a lump sum severance payment equal  to the lesser of two times her
base salary or her base salary for the remainder of the term.
 
    In October 1994, the Company entered  into an employment agreement with  Mr.
Nelson  which  provides  for  the  employment and  retention  of  Mr.  Nelson as
President and Chief Executive Officer of  CBLD for a term commencing on  January
1,  1995 and terminating on December 31, 1999. The Employment Agreement provides
for: an initial base  salary of $160,000  per year, which  is subject to  annual
performance reviews; the opportunity to earn a bonus under the Company's regular
compensation program, with a minimum bonus target of $75,000 per year; an annual
grant  of options to purchase 10,000 Common  Shares; a restricted stock award of
15,000 Common Shares (which  were issued on January  3, 1995); and benefits  and
perquisites consistent with the treatment of similarly employees. The Employment
Agreement  states that if Mr. Nelson's  employment terminates following a change
in control of the Company  or CBLD, Mr. Nelson will  receive a lump sum  payment
equal  to  2.99  times his  base  salary,  his options  will  become immediately
exercisable and the  restrictions otherwise applicable  to his restricted  stock
award  will  lapse.  In  the  event that  the  Company  terminates  Mr. Nelson's
employment (other than for
 
                                       15

<PAGE>
cause or disability), Mr. Nelson will receive a lump severance payment equal  to
the  lesser of two times his base salary or his base salary for the remainder of
the term and the restrictions applicable to a pro-rata portion of the restricted
stock award shall lapse.
 
    The Deferred  Compensation Plan  was adopted  effective January  1, 1994  to
permit officers at the level of senior vice president and above to defer receipt
of  up to 75% of their base salary,  up to 100% of their cash bonuses (including
cash awards under the 1988 Long Term Incentive Plan and the Short Term Incentive
Plan) and up to 100%  of share awards under the  1988 Long Term Incentive  Plan.
For  participating employees who are not in the Pension Program, there will be a
Company "match" which is  established by the  Compensation Committee. For  1995,
the  "match" was  $.666 for  each dollar  deferred (up  to 6%  of compensation).
Amounts deferred by participants (and  the related Company "match") are  assumed
to  have been invested in various  mutual funds and other investments (including
Company Shares). Upon termination  of employment, the  amounts then credited  to
the participant's account are distributed in two equal annual installments or in
up  to  ten  annual  installments.  The 1995  "match"  for  Mr.  Henry  and Mrs.
Stonebraker is reflected in the Summary Compensation Table under the "All  Other
Compensation"  column. Messrs. LaMacchia, Gergacz and Nelson did not participate
in the Deferred Compensation Plan during 1995.
 
    Under the Long Term Incentive Plan and the Short Term Incentive Plan, in the
event of  a  change  in  control, all  outstanding  stock  options  will  become
immediately  exercisable, all restrictions applicable to restricted stock awards
will lapse and a pro rata portion  of all accrued incentive awards will be  paid
in  cash. Under the Incentive Award  Deferral Plan and the Deferred Compensation
Plan, the present  value of all  deferred amounts will  be paid in  cash in  the
event  of  a change  in  control. The  present  values of  all  accrued unfunded
benefits under  the Management  Pension Plan  and the  Pension Program  will  be
funded within five days after a change in control.
 
 
                              PERFORMANCE GRAPHS
 
    The following Performance Graphs compare the yearly percentage change of the
cumulative  total shareholder  return on  the Company's  Common Shares  with the
cumulative total return, assuming reinvestment of dividends, of (i) the S&P  500
Stock Index and (ii) the Telephone Peer Group.
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 

<TABLE>
<CAPTION>
                CUMULATIVE TOTAL RETURN
 BASED ON REINVESTMENT OF $100 BEGINNING DECEMBER 31,
                         1990
                                                           CINCINNATI BELL
                                                                INC.           S&P 500   TELEPHONE PEER GROUP
<S>                                                      <C>                  <C>        <C>
Dec-90                                                                  $100       $100                   $100
Dec-91                                                                   $87       $130                   $108
Dec-92                                                                   $80       $140                   $120
Dec-93                                                                   $88       $155                   $140
Dec-94                                                                   $87       $157                   $133
Dec-95                                                                  $183       $215                   $201
Source: Georgeson & Company Inc.
</TABLE>

 
  The Telephone Peer Group consists of ALLTEL Corp., Ameritech Corp., Bell
  Atlantic Corp., BellSouth Corp., Frontier Corp., GTE Corp., NYNEX Corp.,
  Pacific Telesis Group, SBC Communications Inc., Southern New England
  Telecommunications Corp., Sprint Corp., and U S West Inc.
 
                                       16

<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 

<TABLE>
<CAPTION>
      COMPARISON OF TOTAL RETURN SINCE INSTITUTED
 BASED ON REINVESTMENT OF $100 BEGINNING DECEMBER 31,
                         1983
                                                           CINCINNATI BELL
                                                                INC.           S&P 500   TELEPHONE PEER GROUP
<S>                                                      <C>                  <C>        <C>
Dec-83                                                                  $100       $100                   $100
Dec-84                                                                  $113       $106                   $127
Dec-85                                                                  $158       $140                   $174
Dec-86                                                                  $245       $166                   $230
Dec-87                                                                  $307       $174                   $233
Dec-88                                                                  $562       $203                   $285
Dec-89                                                                  $718       $268                   $451
Dec-90                                                                  $633       $260                   $421
Dec-91                                                                  $549       $339                   $457
Dec-92                                                                  $508       $364                   $505
Dec-93                                                                  $555       $401                   $591
Dec-94                                                                  $550       $406                   $562
Dec-95                                                                $1,158       $559                   $847
Source: Georgeson & Company Inc.
</TABLE>

 
       The Telephone Peer Group consists of ALLTEL Corp., Ameritech
       Corp., Bell Atlantic Corp., BellSouth Corp., Frontier Corp., GTE
       Corp., NYNEX Corp., Pacific Telesis Group, SBC Communications
       Inc., Southern New England Telecommunications Corp., Sprint Corp.,
       and U S West Inc.
 
                             SHAREHOLDER PROPOSALS
 
    Shareholder  proposals intended for inclusion in next year's Proxy Statement
should be sent to W. H. Zimmer III, Secretary, Room 732, 201 East Fourth Street,
P.O. Box 2301,  Cincinnati, Ohio  45201, and must  be received  by November  19,
1996.  Any  such  proposal  must  comply  with  Rule  14a-8  promulgated  by the
Securities and Exchange Commission  pursuant to the  Securities Exchange Act  of
1934, as amended.
 
                      OTHER MATTERS TO COME BEFORE MEETING
 
    At  the time  this Proxy  Statement was released  for printing  on March 14,
1996, the Company knew of no other  matters which might be presented for  action
at  the meeting. If  any other matters  properly come before  the meeting, it is
intended that  the Common  Shares  represented by  proxies  will be  voted  with
respect thereto in accordance with the judgment of the persons voting them.
 
    The costs of soliciting proxies will be borne by the Company. In addition to
this  solicitation by  mail, directors,  officers and  regular employees  of the
Company may solicit proxies in person or by telephone, make additional  requests
for  the return  of proxies and  may receive  proxies on behalf  of the Company.
Brokers, nominees, fiduciaries and other custodians will be requested to forward
soliciting material to the  beneficial owners of shares  and will be  reimbursed
for  their expenses. The Company  also has retained Georgeson  & Company Inc. to
assist it in connection with the solicitation at an estimated fee of $8,500 plus
reimbursement of out-of-pocket expenses.
 
                                       17

<PAGE>
                         FINANCIAL STATEMENTS AVAILABLE
 
    Financial statements for the  Company and its  subsidiaries are included  in
the  Annual Report of the  Company to shareholders for the  year 1995. A copy of
the Company's  Annual Report  on Form  10-K  as filed  with the  Securities  and
Exchange  Commission for  the year  1995 will  be furnished,  without charge, on
request directed  to W.  H. Zimmer  III, Secretary,  Room 732,  201 East  Fourth
Street, P.O. Box 2301, Cincinnati, Ohio 45201.
 
                                           By order of the Board of Directors
 
                                            [W. H. ZIMMER SIGNATURE]
                                           W. H. Zimmer III
                                           Secretary
March 14, 1996
 
                                       18

<PAGE>
 
                              CINCINNATI BELL INC.

PROXY

            THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder appoints Dwight H. Hibbard, Dr. Robert P. Hummel,
and James D. Kiggen, or any of them, with full power of substitution, as
proxies, to vote all shares of the undersigned in Cincinnati Bell Inc. at the
annual meeting of its shareholders to be held on Monday, April 22, 1996, and at
any adjournment thereof, upon the matters listed on the other side and, in their
discretion, upon such other matters as may properly come before the meeting. 


Election of Directors, Nominees:                          (change of address)
Dr. Robert P. Hummel, James D. Kiggen and Mary D. Nelson 
                                                         ----------------------

                                                         ----------------------

                                                         ----------------------

                                              (If you have written in the above
                                              space, please mark the 
                                              corresponding box on the reverse
                                              side of this card.)
 
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR   
SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
 
                                                                     SEE REVERSE
                                                                        SIDE




<PAGE>

                                      SHARES IN YOUR NAME  REINVESTMENT SHARES

 /X/   Please mark your votes as in this example.

The Board of Directors recommends a vote FOR proposals 1 and 2.
 
                                     FOR              WITHHELD
1.   Election of
     Directors                       /   /               /  /
     (SEE REVERSE)

                                            FOR         AGAINST       ABSTAIN

  2. Ratification of appointment of 
     Coopers & Lybrand L.L.P. as            /  /          /  /          /  /
     independent  accountants.

  3. In their discretion, upon such
     other matters as may properly come
     before the meeting.

For, except vote withheld from the following nominee(s):

- ------------------------------------------------------------

Change of Address            /   /
                                                                           
Attend Meeting             /   /

SIGNATURE(S)                                           DATE
              -----------------------------------            -----------------

SIGNATURE(S)                                           DATE
              ------------------------------------           -----------------

NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.



<PAGE>

PROXY

                        CONFIDENTIAL VOTING INSTRUCTIONS
                              TO TRUST COMPANY BANK
                 AS TRUSTEE FOR CBIS RETIREMENT AND SAVINGS PLAN
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     I hereby instruct the trustee to vote (in person or by proxy) all
Cincinnati Bell Inc. common shares which are credited to my account at the
shareholders' annual meeting of the Company to be held April 22, 1996 and at all
adjournments thereof, on the following matters, as checked.
     THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE PLAN PARTICIPANT WHOSE SIGNATURE APPEARS.
     The Trustee shall vote all shares for which voting instructions have not
been received by April 17, 1996 in the same proportion as those shares for which
the Trustee received instructions.
     Using the enclosed envelope, please date, sign and return this proxy to
Trust Company Bank by April 17, 1996.

                                                  (change of address)

                                        --------------------------------------

                                        --------------------------------------

                                        --------------------------------------

                                        (If you have written in the above 
                                        space, please mark the corresponding
                                        box on the reverse side of this card.)

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN THIS CARD. 

                                                                  SEE REVERSE
                                                                     SIDE


<PAGE>

                                      SHARES IN YOUR NAME  REINVESTMENT SHARES

 /X/   Please mark your votes as in this example.

The Board of Directors recommends a vote FOR proposals 1 and 2.
 
                                     FOR              WITHHELD
1.   Election of
     Directors                       /   /               /  /
     (SEE REVERSE)

                                            FOR         AGAINST       ABSTAIN

  2. Ratification of appointment of 
     Coopers & Lybrand L.L.P. as            /  /          /  /          /  /
     independent  accountants.

  3. In their discretion, upon such
     other matters as may properly come
     before the meeting.

For, except vote withheld from the following nominee(s):

- ------------------------------------------------------------
Dr. Robert P. Hummel, James D. Kiggen and Mary D. Nelson 


Change of Address            /   /
                                                                           
Attend Meeting             /   /

SIGNATURE(S)                                           DATE
              -----------------------------------            -----------------

SIGNATURE(S)                                           DATE
              ------------------------------------           -----------------

NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.