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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to Rule 14a-12
BELLSOUTH CORPORATION
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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[ ] 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
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(4) Date Filed:
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The following letter was sent to employees of BellSouth in connection with
the proposed acquisition of BellSouth by AT&T Inc.
March 5, 2006
Dear Fellow Employee:
This afternoon, we announced that BellSouth has agreed to be acquired by
AT&T, creating one of the largest providers of communications services in
the world. I firmly believe that this merger represents the right action at
the right time for this company, for our employees, our shareholders and
our customers.
So why is this combination good for BellSouth? The merger will allow
BellSouth to better respond to the myriad of competitive forces in our
industry and to capitalize on the opportunities for growth in today's
marketplace. This is the right time to fully pursue the growth
opportunities afforded in wireless, broadband and advertising and
publishing. We have proven, through our existing joint ventures with AT&T -
Cingular Wireless and YellowPages.com - that partnering to pursue key
growth areas facilitates cost-efficiencies and helps mitigate financial
risks.
This merger will take these existing partnerships to the next level by
simplifying the management structure, generating operating efficiencies and
providing further opportunities in our wireline business. Also, the
expanded scale and scope of our post-merger wireline business will be
particularly beneficial as we pursue opportunities in the broadband and
enterprise markets.
Also, we are combining two well-respected companies with complementary
assets and a common heritage. It allows us to build on the past successes
of both companies in providing superior customer service and in conducting
our businesses with integrity. The merger will also position us for the
long-term by leveraging the talents and assets of both companies to create
the innovative products and services that will set the standard for
communications for years to come.
Finally, by delivering a meaningful premium, a significant increase in the
dividend and the opportunity to participate in future synergies, this
merger makes financial sense for our shareholders, including you.
I know that this is a time of personal and professional uncertainty, and we
hope to reduce that uncertainty for you as quickly as possible. We plan to
address your questions through a steady stream of communications during the
coming days and months. What I can tell you today is that the vast majority
of our employees will continue to be needed to run this regional operation
for the combined company. After closing, consolidation of headquarters
staff, support functions and overlapping operations will occur.
The press release announcing the merger is posted on NewsSource at (INSERT
LINK). I will provide more information in a BTN scheduled for 2 p.m.
Eastern Time on Monday, March 6. Please attend or participate by conference
call. A site list and dialing instructions will be sent via e-mail and
posted on NewsSource. You can also expect to hear additional details from
senior leaders over the next few days.
I am confident that this merger makes sense for our employees, our
customers, and our shareholders and will further strengthen our place in
the industry. In the meantime, we all need to stay focused on delivering
the superior service our customers rely on us to provide.
We have included or incorporated by reference in this document
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are subject to risks and
uncertainties, and actual results might differ materially from these
statements. Such statements include, but are not limited to, statements
about the benefits of the merger, including future financial and operating
results, the combined company's plans, objectives, expectations and
intentions, and other statements that are not historical facts. Such
statements are based upon the current beliefs and expectations of the
management of AT&T Inc. and BellSouth Corporation and are subject to
significant risks and uncertainties and outside of our control.
The following factors, among others, could cause actual results to differ
from those described in the forward-looking statements in this document:
the ability to obtain governmental approvals of the merger on the proposed
terms and schedule; the failure of AT&T shareholders to approve the
issuance of AT&T common shares or the failure of BellSouth shareholders to
approve the merger; the risk that the businesses of AT&T and BellSouth will
not be integrated successfully or as quickly as expected; the risk that the
cost savings and any other synergies from the merger, including any savings
and other synergies relating to the resulting sole ownership of Cingular
Wireless LLC may not be fully realized or may take longer to realize than
expected; disruption from the merger making it more difficult to maintain
relationships with customers, employees or suppliers; and competition and
its effect on pricing, spending, third-party relationships and revenues.
Additional factors that may affect future results are contained in AT&T's,
BellSouth's, and Cingular Wireless LLC's filings with the Securities and
Exchange Commission ("SEC"), which are available at the SEC's Web site
(http://www.sec.gov). Neither AT&T nor BellSouth is under any obligation,
and each expressly disclaim any obligation, to update, alter or otherwise
revise any forward-looking statement, whether written or oral, that may be
made from time to time, whether as a result of new information, future
events or otherwise.
NOTE: IN CONNECTION WITH THE PROPOSED MERGER, AT&T INTENDS TO FILE A
REGISTRATION STATEMENT ON FORM S-4, INCLUDING A JOINT PROXY STATEMENT OF
AT&T AND BELLSOUTH, AND AT&T AND BELLSOUTH WILL FILE OTHER MATERIALS WITH
THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"). INVESTORS ARE URGED TO
READ THE REGISTRATION STATEMENT, INCLUDING THE JOINT PROXY STATEMENT (AND
ALL AMENDMENTS AND SUPPLEMENTS TO IT) AND OTHER MATERIALS WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be
able to obtain free copies of the registration and joint proxy statement,
when they become available, as well as other filings containing
information about AT&T and BellSouth, without charge, at the SEC's Web site
(www.sec.gov). Copies of AT&T's filings may also be obtained for free from
AT&T at AT&T's Web site (www.att.com) or by directing a request to AT&T
Inc. Stockholder Services, 175 E. Houston, San Antonio, Texas 78258. Copies
of BellSouth's filings may be obtained without charge from BellSouth at
BellSouth's Web site (www.bellsouth.com) or by directing a request to
BellSouth at Investor Relations, 1155 Peachtree Street, Atlanta, Georgia
30309.
AT&T, BellSouth and their respective directors and executive officers and
other members of management and employees are potential participants in the
solicitation of proxies in respect of the proposed merger. Information
regarding AT&T's directors and executive officers is available in AT&T's
2005 Annual Report on Form 10-K filed with the SEC on March 1, 2006 and
AT&T's preliminary proxy statement for its 2006 annual meeting of
stockholders, filed with the SEC on February 10, 2006, and information
regarding BellSouth's directors and executive officers is available in
BellSouth's 2005 Annual Report on Form 10-K filed with the SEC on February
28, 2006 and BellSouth's proxy statement for its 2006 annual meeting of
shareholders, filed with the SEC on March 3, 2006. Additional information
regarding the interests of such potential participants will be included in
the registration and joint proxy statement, and the other relevant
documents filed with the SEC when they become available.