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 þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
þ Soliciting Material Pursuant to Rule 14a-12
BELLSOUTH CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Whitacre: ‘We’ve put two great assets together — people of BellSouth and people of AT&T’
Ed Whitacre, AT&T chairman and CEO, visited BellSouth on Friday, April 21, for a special
program on the pending AT&T-BellSouth merger. BellSouth Chairman and CEO Duane Ackerman hosted the
BellSouth Television Network (BTN) program, taped before a live audience of BellSouth employees in
Atlanta.
The special program will be broadcast to BTN locations at 1 p.m. Eastern time today, April 24. A
list of BTN viewing sites is attached to this e-mail. The program also will be available at 1 p.m.
Eastern on the Merger News site of the BellSouth intranet, accessible from my.bls.com and as
streaming video at http://mediaweb.bls.com/btn.asp
“It’s a great merger we put together. I believe that. I believe that with all my heart,”
Whitacre said during the program. “If you think about what we’ve done here, you heard all the
statistics, but what we’ve really done is put two great assets together. That’s the people of
BellSouth, the people of AT&T, to do the job for the customer and the stockholder going forward.”
He noted that the merger, when approved, will bring Cingular Wireless together in one place, and
it’s services can be offered in communications bundles to customers nationwide. The merger also
will expand the companies’ broadband footprint, and that supports such new offerings as television
over the Internet, known as IPTV. In addition, the merger will open new enterprise business markets
because of the global reach the combined company can provide to businesses.
“We’ve got some exciting places to go. This is going to be fun — a lot of opportunity with this,”
he said.
Regarding jobs of BellSouth employees after the merger is closed, Whitacre said he expects little
movement of positions in relation to the combined company’s total work force: an estimated 300,000.
“This is a big company; we’re a service business. There will be some movement. It’s not huge. In
fact, it’s quite small when you look at the total.
“We’re not buying BellSouth for its name. We’re buying it because of you,” he told employees. “The
people are what makes the difference.”
Whitacre also praised Ackerman and the BellSouth team for their leadership in the industry. “You
guys just have great performances,” he said.
Ackerman noted his long-time professional association with Whitacre, who started with Southwestern
Bell as a lineman in 1963. “Ed and I believe passionately in what has been put together here,”
Ackerman said. He also thanked BellSouth employees for staying focused on customers and executing
on goals and objectives during the pending merger.
In addition to historical information, this document may contain forward-looking statements
regarding the proposed merger with AT&T. Factors that could prevent or delay completion of the
proposed merger with AT&T, could affect the future results of the merged company and could cause
the merged company’s actual results to differ from those expressed in the forward-looking
statements include: (i) our and AT&T’s ability to obtain governmental approvals of the proposed
merger on the proposed terms and contemplated schedule; (ii) the failure of AT&T shareholders to
approve the issuance of AT&T common shares in the merger or the failure of our shareholders to
approve the merger; (iii) the risk that the businesses of AT&T and BellSouth will not be integrated
successfully or as quickly as expected; (iv) 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;
(v) disruption from the merger making it more difficult to maintain relationships with customers,
employees or suppliers; and (vi) those factors contained in the preliminary proxy statement
relating to the proposed merger filed with the SEC.
NOTE: In connection with the proposed merger, AT&T Inc. (“AT&T”) filed a registration statement
on Form S-4 (Registration No. 333-132904), containing a joint proxy statement/prospectus of AT&T
and BellSouth Corporation (“BellSouth”), with the Securities and Exchange Commission (the “SEC”) on
March 31, 2006. Investors are urged to read the registration statement and the joint proxy
statement/prospectus contained therein (including all amendments and supplements to it) because it
contains important information. Investors may obtain free copies of the registration statement and
joint proxy statement/prospectus, 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 without charge 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 78205. 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, N.E., Atlanta,
Georgia 30309.