As filed with the Securities and Exchange Commission on August 21, 2001
Registration No. 333-67084
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
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
(State or Other Jurisdiction of Incorporation or Organization)
I.R.S. Employer No. 58-1533433
(I.R.S. Employer Identification Number)
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 212/450-4888
404/249-2000
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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
Title of each Proposed
class of Proposed maximum
securities Amount maximum aggregate Amount of
to be to be offering price offering registration
registered registered per unit (1) price (1) fee
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Debt Securities $3,817,125,000(2) 100% $__ $954,281(3)(4)
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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
$4,056 is being offset against this fee. This offset consists of fees paid
in connection with Registration Statement No. 333-31301 filed on July 15,
1997 by BellSouth Corporation. An aggregate of $950,225 was paid with the
initial filing of the Registration Statement.
(4) Previously paid.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included in this Registration Statement also relates to $1,182,875,000 of debt
securities registered and remaining unissued under Registration Statement No.
333-77053 previously filed by the Registrant, in respect to which $328,839 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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission
Filing Fee $954,281
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 10,000*
Legal Fees and Expenses 50,000*
Miscellaneous Expenses 15,719*
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Total $1,900,000*
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* Estimated.
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
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1 - Form of Underwriting Agreement.
4-a - Indenture dated as of August 15, 2001 between BellSouth
Corporation and the The Bank of New York, as Trustee.
4-b - Indenture dated as of August 15, 2001 between BellSouth
Corporation and SunTrust Bank, as Trustee.
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, independent accountants.
23-b - 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).
* Previously filed.
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 20th day of August, 2001.
BELLSOUTH CORPORATION
BY: /s/ W. PATRICK SHANNON
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W. Patrick Shannon
Vice President - Finance and
Supply Chain Management
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 and Supply Chain Management
Directors:
F. Duane Ackerman*
Reuben V. Anderson*
James H. Blanchard*
J. Hyatt Brown
Armando M. Codina*
Kathleen F. Feldstein*
James P. Kelly*
Joseph M. Magliochetti*
John G. Medlin, Jr.* *By: /s/ W. PATRICK SHANNON
Leo F. Mullin* ------------------------------
Eugene F. Murphy* W. Patrick Shannon,
Robin B. Smith* individually and as attorney-in-fact
William S. Stavropoulos* August 20, 2001
* by power of attorney