As filed with the Securities and Exchange Commission on July 30, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BELLSOUTH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
A Georgia Corporation I.R.S. Employer No. 58-1533433
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
1155 Peachtree St., N.E.
Atlanta, Georgia 30309-3610
Telephone Number (404) 249-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
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Agent for Service
Ray E. Winborne
BellSouth Corporation
15G03 Campanile
1155 Peachtree St., N.E.
Atlanta, Georgia 30309-3610
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Please send copies of all communications to:
Stacey K. Geer Charles S. Whitman III
BellSouth Corporation Davis Polk & Wardwell
1155 Peachtree St., N.E. 450 Lexington Avenue
Suite 1800 New York, New York 10017
Atlanta, Georgia 30309-3610
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Approximate Date of Commencement of Proposed Sale to the Public: From
time to time after the Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] 333-[ ].
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] 333-[ ].
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each maximum maximum
class of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered unit (1) price (1) fee
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Debt Securities $6,950,000,000(2) 100% $6,950,000,000 $880,565(3)
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(1) Estimated solely for the purpose of calculating the registration fee and
exclusive of accrued interest, if any.
(2) If any Debt Securities are issued at an original issue discount, the net
proceeds to be received by BellSouth Corporation shall be deemed to be the
amount to be registered (excluding any fees and commissions). Any offering
of Debt Securities denominated other than in U.S. dollars will be treated as
the equivalent in U.S. dollars based on the exchange rate applicable to the
purchase of such Debt Securities from BellSouth Corporation.
(3) Pursuant to Rule 457(p) under the Securities Act of 1933, an aggregate of
$80,734 is being offset against this fee. This offset consists of fees paid
in connection with Registration Statement No. 333-33466 filed on March 29,
2000 by BellSouth Corporation. An aggregate of $799,831 is currently being
paid.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included in this Registration Statement also relates to $1,550,000,000 of debt
securities registered and remaining unissued under Registration Statement No.
333-67084 previously filed by the Registrant, in respect to which $387,500 has
been paid to the Commission as filing fees.
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The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8, may
determine.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the SEC is
effective. This prospectus is not an offer to sell these securities, and it is
not soliciting an offer to buy these securities, in any state where the offer or
sale is not permitted.
PRELIMINARY PROSPECTUS -- SUBJECT TO COMPLETION, DATED JULY 30, 2004
$8,500,000,000
BellSouth Corporation
DEBT SECURITIES
BellSouth may periodically offer these securities. The supplements to
this prospectus will describe the specific terms of these securities. You should
read this prospectus and any supplements carefully before you invest.
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Neither the Securities and Exchange Commission nor any State Securities
Commission has approved or disapproved of these securities or determined if this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is ______________, 2004
ABOUT THIS PROSPECTUS
You may rely on the information contained in this prospectus but should
not assume the information is accurate after the date of this prospectus, even
if it is delivered subsequently for any purpose. Neither we nor any underwriter
has authorized anyone else to provide you with information different from that
contained in this prospectus. This prospectus is not an offer to sell and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
This prospectus is part of a registration statement that we filed with
the SEC utilizing a "shelf" registration process. Under this shelf process, we
may, from time to time, sell the securities described in this prospectus in one
or more offerings up to a total dollar amount of $8,500,000,000.
This prospectus provides you with a general description of the debt
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. A prospectus supplement may also add, update or change
information contained in this prospectus.
TABLE OF CONTENTS
Where You Can Find More Information..........................2
BellSouth Corporation........................................3
Ratio of Earnings to Fixed Charges...........................3
Use of Proceeds..............................................3
Description of Securities....................................4
Plan of Distribution.........................................7
Legal Opinions...............................................7
Experts......................................................7
WHERE YOU CAN FIND MORE INFORMATION
BellSouth is subject to the informational requirements of the
Securities Exchange Act of 1934 and files reports and other information with the
SEC. You may read and copy these reports at the public reference facilities of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the public reference room by calling the SEC at
(800) 732-0330. In addition, the SEC maintains an Internet site that contains
reports and other information regarding BellSouth (http://www.sec.gov).
We have registered these securities with the SEC (No. 333-_______)
under the Securities Act of 1933. This prospectus does not contain all of the
information set forth in the registration statement. You may obtain copies of
the registration statement, including exhibits, as discussed in the first
paragraph.
The SEC allows us to "incorporate by reference" into this prospectus
required information on file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and later
information that we file with the SEC will automatically update and supersede
that information. We have filed the following documents with the SEC (File No.
1-8607) and those documents are incorporated by reference into this prospectus:
(1) Annual Report on Form 10-K for the year ended December 31, 2003;
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31 and
June 30, 2004; and
(3) Current Reports on Form 8-K dated February 17 (as amended by Form
8-K/A dated February 18), March 10, April 7, June 28 and July 30, 2004.
All documents that we file under Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this prospectus and prior to the termination
of the offering of any series of debt securities will be incorporated by
reference in this prospectus and will be a part of it from the date of filing of
such documents.
You may obtain copies of the above documents upon request without
charge from the office of the Controller of BellSouth, 1155 Peachtree Street,
N.E., 15G03, Atlanta, Georgia 30309-3610 (telephone number 404-249-2000).
BELLSOUTH CORPORATION
BellSouth Corporation is a Fortune 100 communications company
headquartered in Atlanta, Georgia and a parent company of Cingular Wireless, the
nation's second largest wireless voice and data provider.
Backed by award winning customer service, BellSouth offers the most
comprehensive and innovative package of voice and data services available in the
market. Through BellSouth AnswersSM, residential and small business customers
can bundle their local and long distance service with dial up and high speed DSL
Internet access, satellite television and Cingular(R) Wireless service. For
businesses, BellSouth provides secure, reliable local and long distance voice
and data networking solutions. BellSouth also offers online and directory
advertising through BellSouth(R) RealPages.comsm and The Real Yellow Pages(R).
More information about BellSouth can be found at www.bellsouth.com.
We were incorporated in 1983 under the laws of the State of Georgia and
have our principal executive offices at 1155 Peachtree Street, N.E., Atlanta,
Georgia 30309-3610 (telephone number 404-249-2000).
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the unaudited historical ratios of
earnings to fixed charges of BellSouth and its subsidiaries.
Three Months Ended
March 31, Year Ended December 31,
2004 2003 2003 2002 2001 2000 1999
---- ---- ---- ---- ---- ---- ----
7.83 5.07 5.68 5.03 3.98 5.36 5.99
For the purpose of calculating the ratio of earnings to fixed charges,
earnings consists of :
o Income from continuing operations before deduction for taxes and
interest;
o Portion of rental expense representative of the interest factor;
o Equity in losses from less-than-50% owned investments; and
o Excess of earnings over distributions of less-than-50% owned
investments.
For the purpose of calculating the ratio of earnings to fixed charges,
fixed charges consists of:
o Interest; and
o Portion of rental expense representative of the interest factor.
USE OF PROCEEDS
Unless otherwise specified in the prospectus supplement, we will use
the proceeds from the sale of debt securities for the following purposes:
o To provide funds to repay our long- and short-term debt, if any;
o To provide the funds we need to diversify our activities;
o To provide funds for our subsidiaries; and
o To provide funds for our general corporate purposes.
We will describe the specific use of proceeds from the sale of debt
securities in the prospectus supplement. We may raise funds through the sale of
debt securities in the United States, European and overseas markets.
DESCRIPTION OF SECURITIES
The following description sets forth certain general terms and
provisions of the securities and the form of indenture. You may obtain a copy of
the indenture as described in "Where You Can Find More Information" on page 2.
Particular sections of the indenture are cited parenthetically.
General
The securities will be issued under an indenture between BellSouth and
the trustee named therein. We have executed indentures dated as of August 15,
2001 with each of The Bank of New York, The Chase Manhattan Bank, SouthTrust
Bank and SunTrust Bank, as trustee. The prospectus supplement for each offering
of securities will name the trustee for that offering and will describe the
specific terms of the debt securities offered through that prospectus
supplement. BellSouth and certain of its affiliates maintain banking
relationships in the ordinary course of business with the trustees and certain
of their affiliates.
The indenture does not limit the amount of securities that may be
issued, and securities may be issued as authorized from time to time by our
Board of Directors, by a company order signed by two of our officers or by a
supplemental indenture. All of the securities of a series do not need to be
issued at the same time and, unless the prospectus supplement provides
otherwise, a series may be reopened for additional issuances of securities of
such series. The securities will be unsecured general obligations and will rank
equally with our other outstanding debt.
Global Securities
Form and Exchange
We will normally issue the securities in book-entry only form, which
means that they will be represented by one or more permanent global certificates
registered in the name of The Depository Trust Company, New York, New York
("DTC"), or its nominee. We will refer to this form here and in the prospectus
supplement as "book-entry only."
Alternatively, we may issue the securities in certificated form
registered in the name of the holder. Under these circumstances, holders may
receive certificates representing the securities. Securities in certificated
form will be issued only in increments of $1,000 and multiples of $1,000 and
will be exchangeable without charge except for reimbursement of taxes or other
governmental charges, if any. We will refer to this form as "certificated."
If we issue original issue discount ("OID") securities, we will
describe the special United States federal income tax and other considerations
of a purchase of such securities in the prospectus supplement. OID securities
are issued at a substantial discount below their principal amount because they
pay no interest or pay interest that is below market rates at the time of
issuance.
Book-Entry Only Procedures
The following discussion pertains to securities that are issued in
book-entry only form.
We would issue one or more global securities to DTC or its nominee. DTC
would keep a computerized record of its participants (for example, your broker)
whose clients have purchased the securities. The participant would then keep a
record of its clients who purchased the securities. A global security is not
transferable, except that DTC, its nominees and their successors may transfer an
entire global security to one another.
Under book-entry only, we would not issue certificates to individual
holders of the securities. Beneficial interests in global securities will be
shown on, and transfers of global securities will be made only through, records
maintained by DTC and its participants.
DTC has provided us with the following information. DTC is:
o a limited-purpose trust company organized under the New York
Banking Law;
o a "banking organization" within the meaning of the New York
Banking Law;
o a member of the United States Federal Reserve System;
o a "clearing corporation" within the meaning of the New York
Uniform Commercial Code; and
o a "clearing agency" registered under Section 17A of the Securities
Exchange Act of 1934.
DTC holds securities that its participants deposit with DTC. DTC also
facilitates the settlement among participants of securities transactions, such
as transfers and pledges, in deposited securities through computerized records
for participants' accounts. This eliminates the need to exchange certificates.
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations.
DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant. The rules that apply to DTC and its participants are on file with
the SEC.
DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., The American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.
We will wire principal and interest payments to DTC's nominee. We and
the trustee will treat DTC's nominee as the owner of the global securities for
all purposes. Accordingly, neither we nor the trustee will have any
responsibility or liability to pay amounts due on the securities, or to furnish
any information, directly to owners of beneficial interests in the global
securities.
It is DTC's current practice, upon receipt of any payment of principal
or interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's records as of the record date for such payment. In addition, it
is DTC's current practice to assign any consenting or voting rights to
participants, whose accounts are credited with securities on a record date, by
using an omnibus proxy. Payments by participants to owners of beneficial
interests in the global securities, and voting by participants, will be governed
by the customary practices between the participants and owners of beneficial
interest, as is the case with securities held for the account of customers
registered in "street name." However, these payments will be the responsibility
of the participants and not of DTC, the trustee or us.
Securities represented by a global security would be exchangeable for
securities represented by certificates with the same terms in authorized
denominations only if:
o DTC notifies us that it is unwilling or unable to continue as
depository or if DTC ceases to be a clearing agency registered
under applicable law and we do not appoint a successor depository
within 90 days; or
o we instruct the trustee that the securities will not be
represented by a global security; or
o an event of default has occurred and is continuing.
Lien on Assets
The indenture does not restrict us from encumbering our assets.
However, if we encumber our assets, we will likewise secure outstanding
securities, and any other of our obligations, which may be entitled to the
benefit of a similar covenant. This covenant does not apply to purchase-money
liens, to deposits or pledges under workers' compensation, unemployment
insurance or other laws or to secure judicial or other statutory obligations.
Our affiliates may mortgage, pledge or subject their property or assets to any
lien without restriction. (Section 4.02)
Successor Entities
We may not consolidate with or merge into, or transfer or lease our
property and assets substantially as an entirety to, another entity unless the
successor entity is a United States corporation which assumes all our
obligations under the securities and the indenture. In addition, we cannot enter
into any of these transactions if immediately after the transaction a default or
event of default would occur under the indenture. If these conditions are
satisfied, except in the case of a lease, all of our obligations under the
indenture and the securities will terminate. (Section 5.01)
Events of Default
The following would be events of default under the indenture regarding
a series of securities:
o default in the payment of interest on any security of such series
for 90 days;
o default in the payment of the principal of any security of such
series;
o failure by us to comply with any of our other agreements relating
to the securities of such series for more than 90 days after
receiving notice of such default from the trustee or the holders
of 25% in principal amount of the outstanding securities of that
series; and
o certain events of bankruptcy or insolvency relating to us.
A payment default regarding one series would not create a cross-default
with regard to any other series of securities issued under that indenture.
(Section 6.01) If an event of default occurs and is continuing regarding the
securities of any series, the trustee or the holders of at least 25% in
principal amount of all of the outstanding securities of that series may declare
the principal (or, if the securities of that series are OID securities, such
portion of the principal amount as may be specified in the terms of that series)
of, and any accrued interest on, all the securities of that series to be due and
payable. Securities of all other series would be unaffected. Upon declaration,
such principal (or, in the case of OID securities, such specified amount) and
interest would become due and payable immediately. (Section 6.02)
Securityholders may not enforce the indenture or the securities, except
as provided in the indenture. (Section 6.06) The trustee may require indemnity
before it enforces the indenture or the securities (Section 7.01(e)) Subject to
certain limitations, holders of a majority in principal amount of the securities
of each series affected may direct the trustee in its exercise of any trust
power regarding securities of that series. (Section 6.05) The trustee may
withhold from securityholders notice of any continuing default (except a default
in payment of principal or interest) if it determines that withholding notice is
in their interest. (Section 7.05)
Amendment And Waiver
Subject to certain exceptions, we may amend or supplement the indenture
and the securities by agreement between us and the trustee with the consent of
the holders of a majority in principal amount of the outstanding securities of
each affected series. Also, we may be excused from complying with an obligation
under the indenture with the consent of the holders of a majority in principal
amount of outstanding securities of each affected series. However, without the
consent of each securityholder affected, an amendment or waiver may not:
o reduce the amount of securities whose holders must consent to an
amendment or waiver;
o reduce the rate of, or change the time for payment of, interest on
any security;
o reduce the principal of, or change the fixed maturity of, any
security;
o waive a default in the payment of principal of or interest on any
security;
o make any security payable in money other than that stated in the
security; or
o impair the right to institute suit for the enforcement of any
payment on or with respect to any securities.
We and the trustee may agree to amend or supplement the indenture
without the consent of any securityholder:
o to cure any ambiguity, defect or inconsistency in the indenture or
in the securities of any series;
o to provide for the issuance of, and establish the form, terms and
conditions of, a series of securities or to establish the form of
any certifications required to be furnished pursuant to the terms
of the indenture or any series of securities;
o to secure the securities under the circumstances described under
"Lien on Assets" on page 5;
o to provide for the assumption of all of our obligations under the
securities and the indenture in connection with a merger,
consolidation or transfer or lease of our property and assets
substantially as an entirety as provided for in the indenture;
o to provide for uncertificated securities in addition to or in
place of certificated securities;
o to add to rights of securityholders or surrender any right or
power conferred on us; or
o to make any change that does not adversely affect the rights of
any securityholder.
(Section 9.01)
PLAN OF DISTRIBUTION
We may sell the securities directly to purchasers, through agents,
through dealers, through underwriters or through a combination of those methods.
The securities may be distributed from time to time in one or more
transactions at a fixed price or prices, which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices.
In connection with the sale of securities, underwriters or agents may
receive discounts, concessions or commissions from us or from purchasers for
whom they may act as agents. Underwriters may sell securities to or through
dealers, and such dealers may receive discounts, concessions or commissions from
the underwriters or from purchasers for whom they may act as agents.
Underwriters, dealers and agents that participate in the distribution of
securities may all have the status of underwriters under the Securities Act of
1933. The prospectus supplement will identify any underwriter or agent and
describe any compensation paid by us.
We may agree to indemnify underwriters and other persons against
certain civil liabilities, including liabilities under the Securities Act of
1933.
LEGAL OPINIONS
Stacey K. Geer, Chief Securities Counsel of BellSouth, is rendering an
opinion regarding the legality of the securities.
On behalf of dealers, underwriters or agents, Davis Polk & Wardwell is
rendering an opinion regarding certain legal matters in connection with the
offering of the securities.
EXPERTS
The audited consolidated financial statements incorporated in this
Registration Statement by reference to BellSouth Corporation's Current Report on
Form 8-K dated July 30, 2004, except as they relate to Cingular Wireless LLC,
have been audited by PricewaterhouseCoopers LLP, an independent registered
public accounting firm, and, insofar as they relate to Cingular Wireless LLC, by
Ernst & Young LLP, an independent registered public accounting firm, whose
reports thereon are incorporated by reference herein. Such financial statements
have been so incorporated in reliance on the reports of such independent
registered public accounting firms, given on the authority of such firms as
experts in auditing and accounting.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth all fees and expenses payable by the registrant
in conjunction with the issuance and distribution of the securities being
registered hereby. All of such expenses, except the Securities and Exchange
Commission registrant fee, are estimated.
Securities and Exchange Commission Filing Fee................... $ 880,565
Rating Agency Fees.............................................. 700,000
Initial Fees and Expenses of Trustees, Transfer
Agent and Paying Agent..................................... 100,000
Printing and Distribution of Registration Statement,
Prospectus, Indenture, Notes and Miscellaneous
Material................................................... 70,000
Accountants' Fees and Expenses.................................. 20,000
Legal Fees and Expenses......................................... 50,000
Miscellaneous Expenses.......................................... 9,435
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Total ............................................... $ 1,830,000
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Item 15. Indemnification of Directors and Officers
As authorized by the Georgia Business Corporation Code (the "GBCC"),
BellSouth's Articles of Incorporation limit the monetary liability of its
directors to BellSouth or its shareholders for any breach of their duty of care
or any other duty as a director except (1) for misappropriation of any business
opportunity of BellSouth, (2) for acts or omissions not in good faith or which
constitute intentional misconduct or a knowing violation of law, (3) for
liability for certain unlawful distributions, or (4) for any transaction from
which the director derived an improper personal benefit.
As authorized by the GBCC, the shareholders of BellSouth have adopted
an amendment to the Bylaws expanding directors' and officers' indemnification
rights and have approved a form of Indemnity Agreement which BellSouth may enter
with its directors or officers. A person with whom BellSouth has entered into
such an Indemnity Agreement (an "Indemnitee") shall be indemnified against
liabilities and expenses related to such person's capacity as an officer or
director or to capacities served with other entities at the request of
BellSouth, except for claims excepted from the limited liability provisions
described above. An Indemnitee is also entitled to the benefits of any
directors' and officers' liability insurance policy maintained by BellSouth, and
in the event of a "change in control" (as defined in the Indemnity Agreement),
obligations under the Indemnity Agreement will be secured with a letter of
credit in favor of the Indemnitee in an amount of not less than $1,000,000.
BellSouth has entered into Indemnity Agreements with each of its directors.
The GBCC generally empowers a corporation, without shareholder
approval, to indemnify directors against liabilities in proceedings to which
they are named by reason of serving as a director of the corporation, if such
person acted in a manner believed in good faith to be in or not opposed to the
best interests of the corporation and, in the case of a criminal proceeding, had
no reasonable cause to believe his conduct was unlawful. Without shareholder
approval, indemnification is not permitted of a director adjudged liable to the
corporation in a proceeding by or in the right of the corporation or a
proceeding in which the director is adjudged liable based on a personal benefit
improperly received, absent judicial determination that, in view of the
circumstances, such person is fairly and reasonably entitled to indemnification
of reasonable expenses incurred.
The GBCC permits indemnification and advancement of expenses to
officers who are not directors, to the extent consistent with public policy. The
GBCC provides for mandatory indemnification of directors and officers who are
successful in defending against any proceeding to which they are named because
of their serving in such capacity.
BellSouth's Bylaws also provide that BellSouth shall indemnify any
person made or threatened to be made a party to any action (including any action
by or in the right of BellSouth) by reason of service as a director or
officer of BellSouth, (or of another entity at BellSouth's request), against
liabilities and expenses to the maximum extent permitted by the GBCC.
The general limitations in the GBCC as to indemnification may be
superseded to the extent of the limited liability provision (with respect to
directors) in BellSouth's Articles of Incorporation and the Indemnity
Agreements, as authorized by the shareholders and as described above.
The directors and officers of BellSouth are covered by liability
insurance policies pursuant to which (a) they are insured against loss arising
from certain claims made against them, jointly or severally, during the policy
period for any actual or alleged breach of duty, neglect, error, misstatement,
misleading statements, omission or other wrongful act and (b) BellSouth is
entitled to have paid by the insurers, or to have the insurers reimburse
BellSouth for amounts paid by it, in respect of such claims if BellSouth is
required to indemnify officers and directors for such claims.
Any agents, dealers or underwriters, who execute any of the agreements
filed as Exhibit 1 to this registration statement, will agree to indemnify
BellSouth's directors and their officers who signed the registration statement
against certain liabilities which might arise under the Securities Act from
information furnished to BellSouth by or on behalf of any such indemnifying
party.
Item 16. Exhibits
Item
No. Description
---- -----------
1* Form of Underwriting Agreement.
4a Indenture dated as of August 15, 2001 between BellSouth Corporation
and The Bank of New York, as Trustee (incorporated by reference to
Exhibit 4-a in the Registrant's Registration Statement on Form S-3
(File No. 333-67084).
4b Indenture dated as of August 15, 2001 between BellSouth Corporation
and SunTrust Bank, as Trustee (incorporated by reference to Exhibit
4-b in the Registrant's Registration Statement on Form S-3 (File No.
333-67084).
4c Indenture dated as of August 15, 2001 between BellSouth Corporation
and The Chase Manhattan Bank, as Trustee (incorporated by reference to
Exhibit 4-a in the Registrant's Current Report on Form 8-K dated
October 18, 2001 (File No. 1-8607).
4d Indenture dated as of August 15, 2001 between BellSouth Corporation
and SouthTrust Bank, as Trustee (incorporated by reference to Exhibit
4-b in the Registrant's Current Report on Form 8-K (File No. 1-8607).
5 Opinion of Stacey K. Geer, Chief Securities Counsel of BellSouth
Corporation, as to the legality of the securities to be issued.
12 Computation of Ratio of Earnings to Fixed Charges.
23-a Consent of PricewaterhouseCoopers LLP, an independent registered
public accounting firm.
23-b Consent of Ernst & Young LLP, an independent registered public
accounting firm.
23-c Consent of Stacey K. Geer is contained in Exhibit 5.
24-a Powers of Attorney - BellSouth Corporation
25-a* Statement of Eligibility of Trustee (Bank of New York).
25-b* Statement of Eligibility of Trustee (SunTrust Bank).
25-c* Statement of Eligibility of Trustee (The Chase Manhattan Bank).
25-d* Statement of Eligibility of Trustee (SouthTrust Bank).
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* To be filed by amendment.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective
Amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 15 or
otherwise (other than the insurance policies referred to therein), the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted against the
registrant by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the undersigned Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3
and has duly authorized, in the City of Atlanta and State of Georgia,
on the 30th day of July, 2004.
BELLSOUTH CORPORATION
By: /s/ W. Patrick Shannon
W. Patrick Shannon
Vice President - Finance
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Principal Executive Officer:
F. Duane Ackerman* Chairman of the Board, President and Chief
Executive Officer
Principal Financial Officer:
Ronald M. Dykes* Chief Financial Officer
Principal Accounting Officer:
W. Patrick Shannon* Vice President - Finance
Directors:
F. Duane Ackerman*
Reuben V. Anderson*
James H. Blanchard*
J. Hyatt Brown*
Armando M. Codina*
Kathleen F. Feldstein*
James P. Kelly*
Leo F. Mullin* By: /s/ W. Patrick Shannon
Robin B. Smith* W. Patrick Shannon,
William S. Stravropoulos* individually and as attorney-in-fact
July 30, 2004
* by power of attorney