UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(B)
(AMENDMENT NO.________)*
KONINKLIJKE KPN N.V.
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(Name of Issuer)
Ordinary Shares, nominal value Euro 0.24 each
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(Title of Class of Securities)
None (See Item 2(e))
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(CUSIP Number)
January 30, 2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. NONE (SEE ITEM 2(e)) 13G PAGE 1 OF 5 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BellSouth Corporation
(IRS Employer No. 58-1533433)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
NUMBER OF 5 SOLE VOTING POWER 234,700,000
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 0
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 234,700,000
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
234,700,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. NONE (See Item 2(e)) 13G PAGE 2 OF 5 PAGES
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ITEM 1(A). NAME OF ISSUER:
Koninklijke KPN N.V.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Maanplein/Telecomplein 5
2516 CK
The Hague, The Netherlands
ITEM 2(A). NAME OF PERSON FILING:
BellSouth Corporation
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
1155 Peachtree Street
Atlanta, Georgia 30309-3610
U.S.A.
ITEM 2(C). CITIZENSHIP:
BellSouth Corporation is incorporated under the laws of the State
of Georgia
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Ordinary Shares, nominal value Euro 0.24 each
ITEM 2(E). CUSIP NUMBER:
The Ordinary Shares, which are not traded on U.S. markets, have not
been assigned a CUSIP number. The CUSIP number for the related American
Depositary Shares is 780641205.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR RULE 13D-2(B) OR
(C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)
(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
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CUSIP NO. NONE (See Item 2(e)) 13G PAGE 3 OF 5 PAGES
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(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 234,700,000 Ordinary Shares
(b) Percent of class: 9.4%
(c) Number of shares as to which such person has:
(i) Sole Power to Vote or to Direct the Vote: 234,700,000
Ordinary Shares
(ii) Shared Power to Vote or to Direct the Vote: 0
(iii) Sole Power to Dispose or to Direct the Disposition:
234,700,000 Ordinary Shares
(iv) Shared Power to Dispose or to Direct the Disposition: 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1990 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
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CUSIP NO. NONE (See Item 2(e)) 13G PAGE 4 OF 5 PAGES
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
See Exhibit 1 attached hereto.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBER OF THE GROUP.
If a group has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(J), so
indicate under Item 3(h) and attach an exhibit starting the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(d), attach an exhibit stating the identity of each member
of the group.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Notice of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
N/A
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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CUSIP NO. NONE (See Item 2 (e)) 13G PAGE 5 OF 5 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
January 31, 2002
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DATE
/s/ W. Patrick Shannon
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SIGNATURE
W. Patrick Shannon
Vice President - Finance and Supply
Chain Management
BellSouth Corporation
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NAME/TITLE