<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
-----------------------------------
FORM 10-K/A
Amendment to Application or Report
Filed pursuant to Section 12, 13 or 15(d) of
The Securities Exchange Act of 1934
-----------------------------------
BELLSOUTH CORPORATION
AMENDMENT No.1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for
the year ended December 31, 1993 as set forth in the pages attached hereto:
Item 14a.(3) Exhibits:
99a Financial Statements for BellSouth Management Savings and Employee Stock
Ownership Plan for the year ended December 31, 1993.
99b Financial Statements for BellSouth Savings and Security Plan for the
year ended December 31, 1993.
99c Financial Statements for BellSouth Enterprises Retirement Savings Plan
for the year ended December 31, 1993.
------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.
BellSouth Corporation
BY:/s/RONALD M. DYKES
Ronald M. Dykes
Vice President and Comptroller
June 29, 1994
<PAGE>
(3) Exhibits: (As filed with Form 10-K as of 12/31/93,
unless otherwise noted)
Exhibit
Number
------
3a Articles of Incorporation of BellSouth
Corporation. (Exhibit 3a to Form 10-K for the
year ended December 31, 1990, File No.
1-8607).
3b Bylaws of BellSouth Corporation.
4 BellSouth Corporation Shareholder Rights
Agreement. (Exhibit 4-b to Form 8-K. Date of
report November 27, 1989).
4a No instrument which defines the rights of
holders of long and intermediate term debt of
BellSouth Corporation is filed herewith
pursuant to Regulation S-K, Item
601(b)(4)(iii)(A). Pursuant to this
regulation, BellSouth Corporation hereby
agrees to furnish a copy of any such
instrument to the SEC upon request.
10a BellSouth Corporation Executive Short Term
Incentive Plan. (Exhibit 10d to Form 10-K for
the year ended December 31, 1991, File No.
1-8607).
10b BellSouth Corporation Executive Long Term
Incentive Plan. (Exhibit 10e to Form 10-K for
the year ended December 31, 1991, File No.
1-8607).
10c BellSouth Corporation Executive Long Term
Disability and Survivor Protection Plan.
(Exhibit 10dd to Form 10-K for the year
ended December 31, 1985, File No. 1-8607).
10c-1 Amendment dated January 1, 1994 to the
BellSouth Corporation Executive Long Term
Disability and Survivor Protection Plan.
(Exhibit 10dd to Form 10-K for the year
ended December 31, 1985, File No. 1-8607).
10d BellSouth Corporation Executive Transfer Plan.
(Exhibit 10ee to Registration Statement No.
2-87846).
<PAGE>
Exhibit
Number
-------
10e BellSouth Corporation Death Benefit Program.
(Exhibit 10ff to Form 10-K for the year ended
December 31, 1989, File No. 1-8607).
10f BellSouth Corporation Plan For Non-Employee
Directors' Travel Accident Insurance. (Exhibit
10ii to Registration Statement No. 2-87846).
10g BellSouth Corporation Executive Incentive
Award Deferral Plan. (Exhibit 10k to Form
10-K for the year ended December 31, 1992,
File No. 1-8607).
10h BellSouth Corporation Stock Option Plan.
(Exhibit 10l to Form 10-K for the year ended
December 31, 1991, File No. 1-8607)
10i BellSouth Corporation Nonqualified Deferred
Compensation Plan. (Exhibit 10m to Form 10-K
for the year ended December 31, 1992, File No.
1-8607).
10j BellSouth Corporation Supplemental Executive
Retirement Plan. (Exhibit 10n to Form 10-K
for the year ended December 31, 1992, File No.
1-8607).
10k BellSouth Management Savings and Employee
Stock Ownership Plan as amended and restated
effective as of July 1, 1989. (Exhibit 10ll
to Form 10-K for the year ended December 31,
1989, File No. 1-8607).
10k-1 Amendments dated July 1, 1989, October 18,
1989 and January 1, 1990 to the BellSouth
Management Savings and Employee Stock
Ownership Plan. (Exhibit 10ll-1 to Form 10-K
for the year ended December 31, 1989, File No.
1-8607).
10k-2 Amendment dated August 22, 1990 to the
BellSouth Management Savings and Employee
Stock Ownership Plan. (Exhibit 10ll-2 to Form
10-K for the year ended December 31, 1990,
File No. 1-8607).
10k-3 Amendment dated July 17, 1991 to the BellSouth
Management Savings and Employee Stock
Ownership Plan. (Exhibit 10p-2 to Form 10-K
for the year ended December 31, 1991, File No.
1-8607).
<PAGE>
Exhibit
Number
-------
10k-4 Amendment dated September 3, 1992 to the
BellSouth Management Savings and Employee
Stock Ownership Plan. (Exhibit 10o-4 to Form
10-K for the year ended December 31, 1992,
File No. 1-8607).
10k-5 Amendment dated October 26, 1992 to the
BellSouth Management Savings and Employee
Stock Ownership Plan. (Exhibit 10o-5 to Form
10-K for the year ended December 31, 1992,
File No. 1-8607).
10k-6 Amendment dated July 13, 1993 to the BellSouth
Management Savings and Employee Stock
Ownership Plan.
10k-7 Amendment dated October 27, 1993 to the
BellSouth Management Savings and Employee
Stock Ownership Plan.
10l BellSouth Corporation Directors Retirement
Plan. (Exhibit 10qq to Form 10-K for the year
ended December 31, 1986, File No. 1-8607).
10m BellSouth Corporation Financial Counseling
Plan. (Exhibit 10r to Form 10-K for the year
ended December 31, 1992, File No. 1-8607).
10n BellSouth Corporation Deferred Compensation
Plan for Non-Employee Directors. (Exhibit 10gg
to Registration Statement No. 2-87846).
10o BellSouth Corporation Executive Life Insurance
Plan. (Exhibit 10v to Form 10-K for the year
ended December 31, 1992, File No. 1-8607).
10p BellSouth Corporation Stock Option Plan for
Non-Employee Directors. (Exhibit 10z to Form
10-K for the year ended December 31, 1991,
File No. 1-8607).
10q BellSouth Corporation Executive Shareholder
Return Cash Plan. (Exhibit 10x to Form 10-K
for the year ended December 31, 1992, File No.
1-8607).
<PAGE>
Exhibit
Number
-------
10r Form of Executive Officer Succession and
Retirement Agreement. (Exhibit 10y to Form
10-K for the year ended December 31, 1992,
File No. 1-8607).
10s BellSouth Non-Employee Director's Charitable
Contribution Program. (Exhibit 10z to Form
10-K for the year ended December 31, 1992,
File No. 1-8607).
10t BellSouth Personal Retirement Account Pension
Plan. (Exhibit 10aa to Form 10-Q for the
quarter ended June 30, 1993, File No. 1-8607).
10t-1 Amendment dated August 9, 1993 to the
BellSouth Personal Retirement Account Pension
Plan. (Exhibit 10aa-1 to Form 10-Q for the
quarter ended September 30, 1993, File No.
1-8607).
10t-2 Amendments dated October 15, 1993 and
November 12, 1993 to the BellSouth Personal
Retirement Account Pension Plan.
10u BellSouth Corporation Trust Under Executive
Benefit Plan(s). (Exhibit 10bb to Form 10-Q
for the quarter ended June 30, 1993, File No.
1-8607).
10v BellSouth Telecommunications, Inc. Trust Under
Executive Benefit Plan(s). (Exhibit 10cc to
Form 10-Q for the quarter ended June 30, 1993,
File No. 1-8607).
10w BellSouth Corporation Trust Under Board of
Directors Benefit Plan(s). (Exhibit 10dd to
Form 10-Q for the quarter ended September 30,
1993, File No. 1-8607).
10x BellSouth Telecommunications, Inc. Trust Under
Board of Directors Benefit Plan(s). (Exhibit
10ee to Form 10-Q for the quarter ended
September 30, 1993, File No. 1-8607).
10y BellSouth Enterprises, Inc. Trust Under
Executive Benefit Plan(s).
<PAGE>
Exhibit
Number
-------
11 Computation of Earnings Per Share.
12 Computation of Ratio of Earnings to Fixed
Charges. (Page 25 of Form 10-K).
21 Subsidiaries of BellSouth.
24 Powers of Attorney.
99a* Annual report on Form 11-K for BellSouth
Management Savings and Employee Stock
Ownership Plan for the fiscal year ended
December 31, 1993 (to be filed as an amendment
hereto within 180 days of the end of the
period covered by this report).
99b* Annual report on Form 11-K for BellSouth
Savings and Security ESOP Plan for the fiscal
year ended December 31, 1993 (to be filed as
an amendment hereto within 180 days of the end
of the period covered by this report).
99c* Annual report on Form 11-K for BellSouth
Enterprises Retirement Savings Plan for the
fiscal year ended December 31, 1993 (to be
filed as an amendment hereto within 180 days
of the end of the period covered by this
report).
* Filed herewith.
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Exhibit 99a
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[X] Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
or
[_] Transition Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the transition Commission file
period from __ to ___ number 1-8607
BellSouth Management Savings and
Employee Stock Ownership Plan
BELLSOUTH CORPORATION
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
Management Savings Plan Committee of the
BellSouth Management Savings and Employee Stock Ownership Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the BellSouth Management Savings and Employee Stock Ownership
Plan as of December 31, 1993 and 1992, the related statements of changes in
net assets available for plan benefits for each of the three years in the
period ended December 31, 1993, and the accompanying schedule of investments
of the BellSouth Master Savings Trust as of December 31, 1993. These
financial statements and financial statement schedule are the responsibility
of the Plan's management. Our responsibility is to express an opinion on
these financial statements and financial statement schedule based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the
Plan as of December 31, 1993 and 1992, and the changes in net assets
available for plan benefits for each of the three years in the period ended
December 31, 1993 in conformity with generally accepted accounting
principles. In addition, in our opinion, the financial statement schedule
referred to above, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information required to be included therein.
/s/ COOPERS & LYBRAND
Atlanta, Georgia
June 24, 1994
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements
of BellSouth Corporation on Form S-8 (File Nos. 33-30773 and 33-38264) of
our report dated June 24, 1994, on our audits of the financial statements of
the BellSouth Management Savings and Employee Stock Ownership Plan as of
December 31, 1993 and 1992, and for each of the three years in the period
ended December 31, 1993, and the accompanying financial statement schedule
as of December 31, 1993, which report is included in this Annual Report on
Form 11-K.
/s/ COOPERS & LYBRAND
Atlanta, Georgia
June 24, 1994
<PAGE>
BELLSOUTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1993
(In Thousands)
<TABLE>
<CAPTION>
BellSouth Indexed Interest Employee Stock
Stock Bond Stock Income Loan Ownership Plan
ASSETS Fund Fund Fund Fund Fund Allocated Unallocated Total
--------- -------- -------- -------- ------- ---------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Allocated share of trust net assets $726,002 $138,650 $333,144 $648,004 $29,737 $ - $ - $1,875,537
Investment in BellSouth Savings and
Employee Stock Ownership Trust
BellSouth shares of common stock
allocated to participants - - - - - 198,452 - 198,452
BellSouth shares of common stock
held for future allocation - - - - - - 468,610 468,610
Temporary cash investments - - - - - 546 14,461 15,007
-------- -------- -------- -------- -------- -------- -------- ----------
Total Investments 726,002 138,650 333,144 648,004 29,737 198,998 483,071 2,557,606
Allotments and contributions receivable 1 918 631 6,045 - 3,019 - 10,614
Fund, BellSouth Savings and Security Plan,
BellSouth Enterprises Retirement Savings
Plan and other transfers receivable - net 1,371 - 1,200 - 2,061 - - 4,632
-------- -------- -------- -------- -------- -------- -------- ----------
Total Assets 727,374 139,568 334,975 654,049 31,798 202,017 483,071 2,572,852
-------- -------- -------- -------- -------- -------- -------- ----------
LIABILITIES
Distributions payable 3,807 1,536 2,062 4,245 1,914 411 - 13,975
Fund, BellSouth Savings and Security Plan,
BellSouth Enterprises Retirement Savings
Plan and other transfers payable - net - 696 - 3,698 - - - 4,394
Notes payable - - - - - - 481,347 481,347
-------- -------- -------- -------- -------- -------- -------- ----------
Total Liabilities 3,807 2,232 2,062 7,943 1,914 411 481,347 499,716
-------- -------- -------- -------- -------- -------- -------- ----------
Net Assets Available for Plan Benefits $723,567 $137,336 $332,913 $646,106 $29,884 $201,606 $ 1,724 $2,073,136
======== ======== ======== ======== ======== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
BELLSOUTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1992
(In Thousands)
<TABLE>
<CAPTION>
BellSouth Indexed Interest Employee Stock
Stock Bond Stock Income Loan Ownership Plan
ASSETS Fund Fund Fund Fund Fund Allocated Unallocated Total
-------- -------- -------- -------- ------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Allocated share of trust net assets $675,908 $115,160 $264,357 $563,291 $27,833 $ - $ - $1,646,549
Investment in BellSouth Savings and
Employee Stock Ownership Trust
BellSouth shares of common stock
allocated to participants - - - - - 133,586 - 133,586
BellSouth shares of common stock
held for future allocation - - - - - - 451,414 451,414
Temporary cash investments - - - - - 383 14,440 14,823
-------- -------- -------- -------- ------- -------- ------- ----------
Total Investments 675,908 115,160 264,357 563,291 27,833 133,969 465,854 2,246,372
Allotments and contributions receivable 1,942 373 1,508 1,888 - 3,106 - 8,817
Fund, BellSouth Savings and Security Plan,
BellSouth Enterprises Retirement Savings
Plan and other transfers receivable - net - 181 4,162 4,973 - - - 9,316
-------- -------- -------- -------- ------- -------- ------- ----------
Total Assets 677,850 115,714 270,027 570,152 27,833 137,075 465,854 2,264,505
-------- -------- -------- -------- ------- -------- ------- ----------
LIABILITIES
Distributions payable 3,079 782 1,129 2,880 3 129 - 8,002
Fund, BellSouth Savings and Security Plan,
BellSouth Enterprises Retirement Savings
Plan and other transfers payable - net 7,894 - - - 707 - - 8,601
Notes payable - - - - - - 502,250 502,250
-------- -------- -------- -------- ------- -------- ------- ----------
Total Liabilities 10,973 782 1,129 2,880 710 129 502,250 518,853
-------- -------- -------- -------- ------- -------- ------- ----------
Net Assets Available for Plan Benefits $666,877 $114,932 $268,898 $567,272 $27,123 $136,946 ($36,396) $1,745,652
-------- -------- -------- -------- ------- -------- ------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
BELLSOUTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1993
(In Thousands)
<TABLE>
<CAPTION>
BellSouth Indexed Interest Employee Stock
Stock Bond Stock Income Loan Ownership Plan
Fund Fund Fund Fund Fund Allocated Unallocated Total
-------- -------- -------- -------- ------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets Available for
Plan Benefits, December 31, 1992 $666,877 $114,932 $268,898 $567,272 $27,123 $136,946 ($36,396) $1,745,652
-------- -------- -------- -------- ------- -------- -------- ----------
Employee contributions 27,507 8,287 27,371 37,632 - - - 100,797
Transfer of participants'
balances - net (61,543) 7,474 19,708 28,065 924 - - (5,372)
Employing company contributions - - - - - 5,381 - 5,381
Supplemental contributions - - - - - - 37,772 37,772
Allocation of shares to participants - - - - - 40,272 (40,272) -
Transfer for loan repayment - - - - - (4,745) 4,745 -
-------- -------- -------- -------- ------- -------- -------- ----------
Total Allotments, Contributions,
Allocations and Transfers (34,036) 15,761 47,079 65,697 924 40,908 2,245 138,578
Allocated share of Trust
investment activities 119,522 13,136 29,135 42,376 2,218 25,912 81,312 313,611
-------- -------- -------- -------- ------- -------- -------- ----------
Total Additions 85,486 28,897 76,214 108,073 3,142 66,820 83,557 452,189
-------- -------- -------- -------- ------- -------- -------- ----------
Less: Distributions to
Participants 28,796 6,493 12,199 29,239 381 2,160 - 79,268
Interest on Notes Payable - - - - - - 45,437 45,437
-------- -------- -------- -------- ------- -------- -------- ----------
Total Decreases
Net Assets Available for Plan
Benefits, December 31, 1993 $723,567 $137,336 $332,913 $646,106 $29,884 $201,606 $ 1,724 $2,073,136
======== ======== ======== ======== ======= ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
BELLSOUTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1992
(In Thousands)
<TABLE>
<CAPTION>
BellSouth Indexed Interest Employee Stock
Stock Bond Stock Income Loan Ownership Plan
Fund Fund Fund Fund Fund Allocated Unallocated Total
-------- -------- -------- -------- ------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets Available for
Plan Benefits, December 31, 1991 $732,582 $111,812 $219,393 $536,695 $24,138 $93,662 ($14,464) $1,703,818
-------- -------- -------- -------- ------- ------- -------- ----------
Employee contributions 24,917 6,443 22,830 37,026 - - - 91,216
Transfer of participants'
balances - net (80,364) (3,484) 21,876 (13,444) 2,988 - - (72,428)
Employing company contributions - - - - - 8,532 - 8,532
Supplemental contributions - - - - - - 35,140 35,140
Allocation of shares to participants - - - - - 33,823 (33,823) -
Transfer for loan repayment - - - - - (3,045) 3,045 -
-------- -------- -------- -------- ------- ------- -------- ----------
Total Allotments, Contributions,
Allocations and Transfers (55,447) 2,959 44,706 23,582 2,988 39,310 4,362 62,460
Allocated share of Trust
investment activities 36,938 8,484 19,177 40,064 - 6,485 20,794 131,942
-------- -------- -------- -------- ------- ------- -------- ----------
Total Additions (18,509) 11,443 63,883 63,646 2,988 45,795 25,156 194,402
-------- -------- -------- -------- ------- ------- -------- ----------
Less: Distributions to
Participants 47,196 8,323 14,378 33,069 3 2,511 - 105,480
Interest on Notes Payable - - - - - - 47,088 47,088
-------- -------- -------- -------- ------- ------- -------- ----------
Net Assets Available for Plan
Benefits, December 31, 1992 $666,877 $114,932 $268,898 $567,272 $27,123 $136,946 ($36,396) $1,745,652
======== ======== ======== ======== ======= ======= ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
BELLSOUTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1991
(In Thousands)
<TABLE>
<CAPTION>
BellSouth Indexed Interest Employee Stock
Stock Bond Stock Income Loan Ownership Plan
Fund Fund Fund Fund Fund Allocated Unallocated Total
--------- ------- -------- -------- ------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets Available for
Plan Benefits, December 31, 1990 $776,587 $ 86,894 $144,913 $465,694 $18,867 $48,706 $35,583 $1,577,244
-------- -------- -------- -------- ------- ------- ------- ----------
Employee contributions 63,397 15,340 25,026 86,883 - - - 190,646
Transfer of participants'
balances - net (26,654) 3,931 23,165 (1,483) 5,271 - - 4,230
Employing company contributions - - - - - 15,062 - 15,062
Supplemental contributions - - - - - - 34,508 34,508
Allocation of shares to participants - - - - - 33,955 (33,955) -
Transfer for loan repayment - - - - - (1,335) 1,335 -
-------- -------- -------- -------- ------- ------- ------- ----------
Total Allotments, Contributions,
Allocations and Transfers 36,743 19,271 48,191 85,400 5,271 47,682 1,888 244,446
Allocated share of Trust
investment activities (2,477) 15,807 46,189 42,325 - 2,115 (3,501) 100,458
-------- -------- -------- -------- ------- ------- ------- ----------
Total Additions 34,266 35,078 94,380 127,725 5,271 49,797 (1,613) 344,904
-------- -------- -------- -------- ------- ------- ------- ----------
Less: Distributions to
Participants 78,271 10,160 19,900 56,724 - 4,841 - 169,896
Interest on Notes Payable - - - - - - 48,434 48,434
-------- -------- -------- -------- ------- ------- ------- ----------
Net Assets Available for Plan
Benefits, December 31, 1991 $732,582 $111,812 $219,393 $536,695 $24,138 $93,662 ($14,464) $1,703,818
======== ======== ======== ======== ======= ======= ======= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. Plan Description -
The BellSouth Management Savings and Employee Stock Ownership Plan (the
"Plan") was established by BellSouth Corporation ("BellSouth") to provide a
convenient way for management employees to save for their retirement on a
long-term basis. The assets of the Plan are held in the BellSouth Master
Savings Trust (the "Master Savings Trust") and are commingled with the
assets of the BellSouth Enterprises Retirement Savings Plan and the assets
of the BellSouth Savings and Security Plan for investment purposes.
Highlights of the Plan are described in the Prospectus/Summary Plan
Description, as supplemented ("SPD"), available to all participants. A copy
of the SPD can be obtained by calling the BellSouth Participant Service
Center at 1-800-995-1000. In addition, copies of the Plan, trust agreement
and other related documents which include all details of the Plan can be
obtained by writing to: Secretary, BellSouth Savings Plan Committee, Room
7B09, 1155 Peachtree Street, N.E., Atlanta, Georgia 30309-3610.
The following are changes that were adopted during 1993:
Effective January 1, 1993, each participant's account is charged a flat fee
of $2.25 monthly for plan administrative expenses which include
recordkeeping, trustee, service center and other expenses. The fee is based
on projected annual plan administrative expenses and will be split
proportionately among a participant's investment options. The fee may
change each year, depending on the shortfall or overage of the
administrative expenses during the previous year and projected expenses for
the upcoming year.
Effective April 1, 1993, company matching contributions will range from 59%
to 91% as a result of a revision in the method of calculating the ESOP
portion of the company match. The ESOP portion, originally 10% of the
company matching contribution, is indexed and based on BellSouth stock
prices and will range from 4% to 16%.
Effective January 1, 1993, withdrawals and distributions eligible for
rollover into an Individual Retirement Account ("IRA") or the qualified
retirement plan of a new employer are eligible for direct transfer from the
Plan to the qualified plan. All such withdrawals and distributions not
transferred directly are subject to a 20% mandatory federal income tax
withholding rate. These plan changes were made to conform with new IRS
regulations effective January 1, 1993.
The following are changes that will affect plan participants effective
January 1, 1994 unless otherwise noted:
Participants will be able to direct their investment to a newly established
fund called the Balanced Fund ("BF"). The investment objective of the BF is
to allocate assets between stocks, bonds and cash, and to alter the mix as
necessary when market conditions change. The fund will be actively managed
by First Quadrant Corporation. The equity portion will be invested in the
Bankers Trust BT PYRAMID Equity Index fund, which is measured against the
S&P 500 index. The bond portion will be invested in the Bankers Trust BT
PYRAMID Broad Market Fixed Income fund, which is measured against the
Shearson Aggregate Index. And, the cash will be invested in the Bankers
Trust BT PYRAMID Directed short term investment fund (STIF).
Effective July 15, 1994, participants will be able to transfer money
already in their savings plan funds to any of five mutual funds,
collectively referred to as the Mutual Fund Window (the "Window").
Participants will be able to transfer up to 100 percent of their existing
investment in the Interest Income Fund and up to 80 percent of their
existing investment in all other funds. Funds in the Window are valued and
may be traded on a daily basis.
<PAGE>
1. Plan Description (continued)
The unit values of each Fund (BellSouth Stock Fund, Bond Fund, Indexed
Stock Fund and Interest Income Fund) of the Plan will be reunitized or
restated. Each fund will be given a "new start" beginning with a unit value
of 1.000000. At the same time, the number of units credited to the
participants' accounts will be increased, so that the number of units owned
equals the dollar amount invested as of January 1, 1994.
The annual administrative fee per participant will decrease from $27 to $22
in 1994. This fee will pay for up to four fund transfers, four changes in
how participant contributions are invested, and four changes in the amount
saved from each paycheck. More than four changes in any category will cost
an extra $2 per transaction. In addition, a $6 charge will be applied for
transactions made through a service representative if these transactions
can be made through the automated voice response system ("VRS").
Participants will not be charged for using a service representative to help
with transactions that cannot be handled through VRS.
Participants will be able to transfer balances between the Bond Fund and
the Interest Income Fund. Previously, this type of transfer was restricted.
Participants will not be able to transfer from and into the same fund at
the same time.
Participants who have retired or left the Company and have elected to leave
money in the Plan, will be able to make two (2) withdrawals per year. There
is no charge for the first withdrawal. But to cover administrative costs, a
$25 processing fee will be charged for the second withdrawal. In addition,
these participants will be able to get the money that remains in their
accounts in two new ways; annual installments for 10 years or a series of
payouts for the rest of their lives.
Bankers Trust Company is the Trustee for the Master Savings Trust. Bankers
Trust Company is also the Recordkeeper and Service Center Provider for the
Plan.
2. Accounting Policies -
The values of investments in the Master Savings Trust are determined as
follows:
Shares of BellSouth common stock and other securities listed on a
national stock exchange are valued on the basis of the closing price
per share on December 31, 1993 and December 31, 1992, as reported on
the New York Stock Exchange composite tape or, if no sales were made
on that date, at the closing price on the next preceding day on which
sales were made;
Over-the-counter securities and government obligations are valued
based on the bid prices on December 31, 1993 and 1992 from published
sources where available and, if not available, from other sources
considered reliable; and
Contracts with insurance companies are valued at principal plus
reinvested interest.
Purchases and sales of securities are reflected as of the trade date.
Realized gains and losses on sales of investments are determined on the
basis of average cost.
Dividend income is recognized on the ex-dividend date. Interest earned on
investments is recognized on the accrual basis.
With respect to the 1993, 1992 and 1991 Master Trust investment activity
presented in Note 8, net appreciation (depreciation) in the fair value of
investments represents the sum of realized gains, net of realized losses
and the net change in unrealized appreciation on the investments.
<PAGE>
3. Units of the Plan -
Participants in the Plan can invest their contributions among the following
funds: the BellSouth Stock Fund, the Indexed Stock Fund, the Interest
Income Fund, the Bond Fund; beginning January 1, 1994, the Balanced Fund;
and, beginning July 15, the five mutual funds available through the Window.
The interest of a participant in each type of investment of the Plan is
represented by units as described in Section 8 of the Plan, except that the
interests in the mutual funds will be shown in dollars. The number and
value of units as of December 31, 1993 and December 31, 1992 were as
follows:
<TABLE>
<CAPTION>
December 31, 1993 December 31, 1992
----------------- -----------------
Type of Investment Number of Units Value per Unit Number of Units Value per Unit
------------------ --------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
BellSouth Stock Fund 155,295,081 $ 4.6593 169,202,759 $3.9413
Indexed Stock Fund 32,633,345 10.2016 29,042,990 9.2586
Bond Fund 14,712,673 9.3345 13,701,913 8.3881
Interest Income Fund 155,537,001 4.1540 146,444,400 3.8736
</TABLE>
The number and value of units by month for each fund during 1993 was as
follows:
<TABLE>
<CAPTION>
BellSouth Stock Bond Indexed Stock Interest Income
--------------- ---- ------------- ---------------
Number Value Number Value Number Value Number Value
1993 of Units Per Unit of Units Per Unit of Units Per Unit of Units Per Unit
---- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
January 167,867,138 4.024569 13,640,787 8.585454 29,323,102 9.343361 146,016,727 3.898023
February 163,579,985 4.414336 13,984,136 8.788706 30,332,530 9.469686 150,019,855 3.919672
March 160,594,172 4.401619 13,910,138 8.840768 30,914,459 9.665731 150,823,606 3.942944
April 160,378,079 4.167875 13,942,071 8.910964 31,151,695 9.443106 150,740,484 3.965918
May 161,548,331 4.076948 13,867,749 8.901751 31,164,355 9.684421 149,838,821 3.989684
June 160,673,673 4.359921 13,997,680 9.067507 31,312,705 9.717091 150,596,116 4.012957
July 157,688,073 4.617960 14,221,665 9.117235 31,710,479 9.676109 152,613,889 4.036763
August 155,366,048 4.698457 14,534,895 9.256234 31,787,226 10.039178 155,386,256 4.060401
September 154,076,652 4.807539 14,658,982 9.285497 31,904,181 9.963559 156,658,814 4.083235
October 153,671,421 5.041379 14,817,430 9.323661 32,116,919 10.169886 156,434,764 4.106852
November 155,012,099 4.590042 14,740,162 9.297898 32,378,063 10.080930 154,848,486 4.129937
December 155,295,081 4.659301 14,712,673 9.334540 32,633,345 10.201612 155,537,001 4.154036
</TABLE>
At December 31, 1993, the number of participants currently contributing to
the plan by investment direction as described in Section 7 of the Plan was
as follows:
<TABLE>
<CAPTION>
No.
Fund Description Participants
---------------- ------------
<S> <C>
Entirely in BellSouth Stock ............................................................................. 4,235
Entirely in Bond......................................................................................... 506
Entirely in Indexed Stock ............................................................................... 2,638
Entirely in Interest Income ............................................................................. 4,471
Equally in BellSouth Stock and Bond...................................................................... 378
Equally in BellSouth Stock and Indexed Stock ............................................................ 1,243
Equally in BellSouth Stock and Interest Income .......................................................... 1,707
Equally in Bond and Indexed Stock ....................................................................... 718
Equally in Bond and Interest Income...................................................................... 120
Equally in Indexed Stock and Interest Income............................................................. 1,215
Equally in BellSouth Stock, Bond and Indexed Stock ...................................................... 200
Equally in BellSouth Stock, Indexed Stock and Interest Income............................................ 381
Equally in BellSouth Stock, Bond and Interest Income..................................................... 14
Equally in Bond, Indexed Stock and Interest Income....................................................... 126
Equally in BellSouth Stock, Bond, Indexed Stock and Interest Income...................................... 69
Various fund combinations of 10% increments.............................................................. 1,543
------
Total Participants 19,564
======
</TABLE>
<PAGE>
3. Units of the Plan - (continued)
Since all employing company contributions are made to the ESOP, all
employees actively participating in the Plan are participants in the ESOP.
4. Tax Status -
The Internal Revenue Service has determined and informed the Company by
letter dated February 26, 1988, that the Plan and related trust meet the
requirements of Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), and is exempt from Federal Income Taxes under Section
501(a) of the Code. The Plan has been amended since receiving the
determination letter. However, the Plan administrator and the Plan's tax
counsel believe that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the Code.
For information on the Federal income tax effects on the employee with
respect to the Plan, participants should refer to the Plan Prospectus.
5. Contributions (Dollars In Thousands) -
Employing company contributions reflect reductions for forfeited
contributions as described in the Plan document.
Employee contributions to the Plan are accrued based upon authorized basic
contributions of up to 6% and supplemental contributions of not more than
9% of compensation for employees electing the maximum 6% basic
contribution. No more than 12% may be contributed on a before tax basis.
From January 1993 through March 1993, employing company matching
contributions were accrued based on an amount equal to 65% of the
authorized basic contribution of each participating employee. Then, from
April 1993 through December 1993 this matching contribution was 64%. The
rate of the employing company matching contribution remains in effect for a
twelve month period from April 1 through March 31.
Beginning January 1, 1992, certain BellSouth Enterprises, Inc. employees'
contributions, previously invested in the Plan, began to be invested in the
BellSouth Enterprises Retirement Savings Plan. During 1992, assets totaling
$75,544.7, attributable to those participants, were transferred to the
BellSouth Enterprises Retirement Savings Plan based on current investment
directions. ESOP amounts for these participants were not transferred
because the BellSouth Enterprises Retirement Savings Plan does not have an
ESOP feature. These transfers are included in the 1992 statement of changes
in net assets under transfers of participants' balances.
Effective August 21, 1991, BellSouth employees who accepted an offer to
retire under either the 1991 or 1990 Voluntary Enhanced Early Retirement
Plan could elect to roll their lump sum pension distribution from the
BellSouth Management Pension Plan into the Plan. The total amount of these
rollovers was approximately $85,446.7, was invested according to the
participants' current investment directions and is included in employee
allotments in the 1991 statement of changes in net assets.
6. Termination Priorities -
BellSouth intends to continue the Plan indefinitely but reserves the right
to terminate or amend it. In the event the Plan is terminated, subject to
conditions set forth in the Employee Retirement Income Security Act of
1974, as amended, participants will receive written notification of plan
termination at least 30 days in advance. The participant may then elect to
leave all units in his/her account until they leave the Company or take a
lump sum distribution of the value of his/her units.
7. Plan Expenses (Dollars In Thousands) -
Investment manager and insurance company management fees are paid by the
Master Savings Trust. Investment manager and insurance company management
fees included in allocated share of Trust investment activities in the 1993
MSP statement of changes in net assets were $324.4, $96.5 and $309.2 for
the Bond Fund, Indexed Stock Fund and Interest Income Fund, respectively.
Prior to January 1, 1993 expenses that related primarily to the costs of
administering the Plan were paid by the participating companies. Beginning
January 1, 1993, administrative expenses of the Plan are charged to
Plan participants (see Note 1).
<PAGE>
8. Interest in BellSouth Master Savings Trust (Dollars In Thousands) -
The assets of the Plan are held in the Master Savings Trust effective May
1, 1989 and are commingled with the assets of the BellSouth Enterprises
Retirement Savings Plan and the assets of the BellSouth Savings and
Security Plan. The assets of the BellSouth Employee Stock Ownership Plan
("PAYSOP") are held in a sub-trust of the Master Savings Trust. This sub-
trust is not included in the following Master Savings Trust information.
The Plan's allocated share of the total net assets of all funds in the
Master Savings Trust at December 31, 1993 and 1992 was 61.1867% and
63.1014%, respectively. The Plan's allocated share of the net assets of
each fund in the Master Savings Trust at December 31, 1993 and 1992 was as
follows:
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
BellSouth Stock Fund....................... 50.47424% 53.33410%
Indexed Stock Fund......................... 79.01304% 87.29045%
Bond Fund.................................. 87.27245% 93.63257%
Interest Income Fund....................... 63.78105% 65.56237%
Loan Fund.................................. 82.23771% 89.39040%
</TABLE>
<PAGE>
8. Interest in BellSouth Master Savings Trust - (continued)
The financial position of the Master Savings Trust at December 31, 1993
and 1992 was as follows:
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Assets: Investments at value:
BellSouth Stock Fund:
BellSouth common shares................ $1,417,269 $ 1,262,233
Temporary cash investments............. 20,006 836
Bond Fund:
Securities............................. 155,211 122,130
Temporary cash investments............. 797 (1,383)
Indexed Stock Fund:
Equity Index Fund ..................... 419,305 302,462
Temporary cash investments............. 2,379 411
Interest Income Fund:
Contracts ............................. 982,482 858,123
Temporary cash investments............. 27,934 1,165
Loan Fund:
Loans to participants.................. 36,066 31,119
Temporary cash investments............. 13 43
Distributable shares............................ 1,234 4,238
Dividends and interest income receivable........ 2,930 2,320
--------- ---------
3,065,626 2,583,697
Liabilities:
Payable for investments purchased........... 724 299
--------- ---------
Allocated share of trust net assets
(excluding ESOP Trusts)......................... 3,064,902 2,583,398
Investment in ESOP Trusts:
BellSouth shares of common stock
allocated to participants...................... 352,067 237,116
Distributable shares........................... 86 97
BellSouth common shares held for
future allocation.............................. 708,842 684,943
Temporary cash investments..................... 28,823 22,732
--------- ---------
Total Investments................................. 4,154,720 3,528,286
Liabilities:
Notes payable................................... 734,598 769,857
--------- ---------
Net Investments........................ $3,420,122 $ 2,758,429
========== ===========
Investments at cost:.............................. $3,492,070 $ 3,156,479
========== ===========
</TABLE>
* Distributions payable in shares at year-end are reclassed from
BellSouth common shares and ESOP - BellSouth common shares held
for future allocation to the respective "Distributable Shares"
line.
. See Schedule I, BellSouth Master Savings Trust Schedule of Assets
Held for Investment Purposes.
<PAGE>
8. Interest in BellSouth Master Savings Trust (continued)
Assets in the BellSouth Stock Fund, Bond Fund and Indexed Stock Fund are
invested in securities which fluctuate in market value, and the values of
the units fluctuate as of the end of each month.
Assets in the Interest Income Fund are invested in a number of investment
contracts with diversified groups of high quality financial institutions.
The value of the Interest Income Fund is based upon the principal invested
and the interest credited, and the value of the units should increase as of
the end of each month. Since these contracts are unsecured general
obligations of such companies, their security is subject to the ability of
the insurance companies to repay their debts generally as they come due.
In three separate transactions during 1990, the BellSouth Management
Savings and Employee Stock Ownership Trust and the Savings and Security
ESOP Trust (the "ESOP Trusts") issued medium-term notes in the amount of
$550 million and $300 million, respectively, to fund the ESOP. Assets held
in each investment fund of the Plan, other than the assets held by the ESOP
Trusts described below, are unavailable to service the ESOP debt.
Assets held by the ESOP Trusts are generally unavailable to satisfy claims
of holders of debt securities issued by the ESOP Trusts to finance the
acquisition of common stock for the benefit of ESOP participants. The debt
securities are guaranteed by and are subject to direct recourse against
BellSouth. BellSouth contributes to the Trusts an amount necessary, net of
ESOP dividends and interest, to service the ESOP loan payments and to
purchase any additional shares required to meet the match obligation. Such
contributions are subject to the claims of such holders but are held at
BellSouth and paid to the ESOP Trust twice yearly to fund, on a same day
basis, required payments by the ESOP Trusts on the notes. Such
contributions would not remain in the Plan Trusts unless there were a
default on the debt securities by the ESOP Trustee after having received
the required contributions from BellSouth. Therefore, holders of the debt
securities should not rely on the assets of the ESOP Trusts in arriving at
an investment decision with respect to the debt securities. For the year
ended December 31, 1993, BellSouth made cash contributions to the ESOP
Trusts in the amount of $60,910 for the purpose of servicing the guaranteed
debt and cash contributions in the amount of $23,958 to purchase additional
shares to meet the match obligations and expects to make similar
contributions during the life of the Plan.
A description of each debt issue is as follows:
BellSouth Management Savings and Employee Stock Ownership Trust:
<TABLE>
<CAPTION>
Title Amount Interest Rate Due Date
----- ------ ------------- --------
<S> <C> <C> <C>
Amortizing Medium-Term Notes, Series A $275,000 9.125% July 1, 2003
Amortizing Medium-Term Notes, Series A $275,000 9.19% July 1, 2003
--------
Total $550,000
BellSouth Savings and Security ESOP Trust:
<CAPTION>
Title Amount Interest Rate Due Date
----- ------ ------------- --------
<S> <C> <C> <C>
Amortizing Medium-Term Notes, Series A $300,000 9.125% July 1, 2003
<CAPTION>
Maturities of the ESOP Trusts' long-term debt outstanding at December 31, 1993 are as follows:
1994 1995 1996 1997 1998 Thereafter Total
---- ---- ---- ---- ---- ---------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Maturities $40,699 $46,589 $52,977 $59,898 $67,418 $467,018 $734,599
======= ======= ======= ======= ======= ======== ========
</TABLE>
<PAGE>
8. Interest in BellSouth Master Savings Trust (continued)
Investment activities of the Master Savings Trust are allocated to the Plan
based upon the total of each individual plan participant's share of the
Master Savings Trust investment activities during the period ended December
31, 1993.
The Master Savings Trust investment activities for the fiscal year ended
December 31, 1993, 1992 and 1991 were as follows:
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Investment Activities:
Dividends on BellSouth Corporation common shares....... $ 118,094 $ 116,747 $ 114,302
Other dividends........................................ 0 5 0
Interest Income Fund income............................ 65,950 60,515 59,734
Other interest......................................... 11,917 8,987 7,510
Net change in unrealized appreciation.................. 292,122 (20,744) (76,057)
Net realized gain/(loss) on investments................ 31,658 33,416 13,490
Investment Manager Fees................................ (973) (1,144) (823)
--------- --------- ---------
Net investment activities................................... $ 518,768 $ 197,782 $ 118,156
========= ========= =========
</TABLE>
<PAGE>
SCHEDULE I
SHEET 1 OF 7
BELLSOUTH MASTER SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, 1993
---------------------------------
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---------- -------
<S> <C> <C> <C>
BELLSOUTH STOCK FUND
Shares of BellSouth common stock* - 98.6% 24,456,950 $ 951,414 $1,418,503
---------- ----------
Temporary Cash Investments - 1.4% 12,149,186 19,945 20,006
---------- ----------
Total BellSouth Stock Fund - 100.0% $ 971,359 $1,438,509
---------- ----------
<CAPTION>
BOND FUND
<S> <C> <C> <C>
U. S. Government Treasury Notes - 63.5%:
U. S. Treasury Notes, 7.750%, 03/31/96 $ 7,000 $ 7,677 $ 7,501
U. S. Treasury Notes, 7.675%, 05/31/96 $ 13,500 $ 14,748 $ 14,498
U. S. Treasury Notes, 6.875%, 04/30/97 $ 10,000 $ 10,810 $ 10,658
U. S. Treasury Notes, 5.875%, 05/15/95 $ 500 $ 513 $ 512
U. S. Treasury Notes, 4.625%, 08/15/95 $ 5,000 $ 5,076 $ 5,041
U. S. Treasury Notes, 5.125%, 11/15/95 $ 5,000 $ 5,087 $ 5,084
U. S. Treasury Notes, 4.125%, 06/30/95 $ 1,500 $ 1,505 $ 1,502
U. S. Treasury Notes, 4.250%, 07/31/95 $ 8,500 $ 8,519 $ 8,523
U. S. Treasury Notes, 8.125%, 02/15/98 $ 7,500 $ 8,568 $ 8,361
U. S. Treasury Notes, 8.875%, 07/15/95 $ 6,600 $ 7,242 $ 7,068
U. S. Treasury Notes, 9.250%, 01/15/96 $ 8,000 $ 9,037 $ 8,767
U. S. Treasury Notes, 8.000%, 10/15/96 $ 7,000 $ 7,768 $ 7,628
U. S. Treasury Notes, 8.000%, 01/15/97 $ 8,800 $ 9,771 $ 9,635
U. S. Treasury Notes, 8.500%, 11/15/95 $ 4,000 $ 4,436 $ 4,305
---------- ----------
$ 100,757 $ 99,083
---------- ----------
U. S. Government Treasury Bonds - 4.3%:
U. S. Treasury Bonds, 7.250%, 05/15/16 $ 5,250 $ 4,706 $ 5,677
U. S. Treasury Bonds, 7.125%, 02/15/23 $ 1,000 $ 1,071 $ 1,082
---------- ----------
$ 5,777 $ 6,759
---------- ----------
</TABLE>
The notes on Sheet 7 are an integral part of this schedule.
<PAGE>
SCHEDULE I
SHEET 2 OF 7
BELLSOUTH MASTER SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, 1993
---------------------------------
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---------- ----------
<S> <C> <C> <C>
BOND FUND (continued)
Domestic Corporate Obligations (continued):
Cleveland Elec. Illum. Co.
9.100%, 07/22/96 $ 400 $ 430 $ 428
Cleveland Elec. Illum. Co.
9.450%, 12/01/97 $ 1,000 $ 1,091 $ 1,095
Cleveland Elec. Illum. Co.
8.700%, 06/03/96 $ 4,600 $ 4,798 $ 4,865
Commonwealth Edison Co.
9.010%, 08/01/96 $ 1,000 $ 1,056 $ 1,091
Commonwealth Edison Co.
8.920%, 08/15/96 $ 1,000 $ 1,005 $ 1,089
Eastern Edison Co.
9.250%, 12/01/95 $ 2,000 $ 2,218 $ 2,159
Houston Inds Inc.
7.250%, 12/01/96 $ 1,500 $ 1,500 $ 1,581
Illinois Pwr. Co.
9.250%, 12/16/96 $ 2,000 $ 2,085 $ 2,218
Pacificorp Secd.
8.690%, 07/16/96 $ 2,000 $ 2,000 $ 2,182
Pennsylvania Elec. Co. Secd
7.450%, 10/28/96 $ 1,000 $ 1,000 $ 1,065
Virginia Elec. & Pwr. Co.
8.200%, 08/15/96 $ 1,000 $ 1,037 $ 1,075
Amax Inc.
9.875%, 06/13/01 $ 2,550 $ 2,670 $ 2,946
Commonwealth Edison Co.
9.050%, 08/01/96 $ 1,000 $ 1,080 $ 1,088
Hanna M A Co.
9.000%, 09/15/98 $ 1,000 $ 1,000 $ 1,093
International Business Machs Corp.
9.000%, 05/01/98 $ 1,500 $ 1,608 $ 1,580
Long Island Ltg. Co.
8.750%, 05/01/96 $ 2,250 $ 2,304 $ 2,418
</TABLE>
The notes on Sheet 7 are an integral part of this schedule.
<PAGE>
SCHEDULE I
SHEET 3 OF 7
BELLSOUTH MASTER SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, 1993
---------------------------------
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---------- ----------
BOND FUND (continued)
<S> <C> <C> <C>
McDermott Inc.
10.250%, 06/01/95 $ 3,000 $ 3,241 $ 3,190
USX-Marathon Group, Inc.
8.875%, 09/15/97 $ 1,000 $ 998 $ 1,067
USX Corp.
6.375%, 07/15/98 $ 2,500 $ 2,426 $ 2,440
Caterpillar Finl. Svcs. Corp.
7.140%, 03/13/95 $ 1,000 $ 1,023 $ 1,034
Caterpillar Finl. Svcs. Corp.
7.140%, 04/10/95 $ 2,100 $ 2,126 $ 2,169
Chrysler Finl. Corp.
6.000%, 04/15/96 $ 2,000 $ 2,058 $ 2,022
Ford Motor Cr. Co.
8.625%, 04/15/96 $ 2,500 $ 2,744 $ 2,699
General Mtr. Accep. Corp.
7.250%, 02/15/96 $ 2,500 $ 2,623 $ 2,606
General Mtr. Accep. Corp.
6.300%, 02/02/96 $ 700 $ 720 $ 717
General Mtr. Accep. Corp.
8.750%, 08/01/95 $ 3,250 $ 3,478 $ 3,448
---------- ----------
$ 48,319 $ 49,365
---------- ----------
Pooled Corporate Obligations - 0.0% 2,462 $ 4 $ 4
---------- ----------
Temporary Cash Investments - 0.5% 484,079 $ 796 $ 797
---------- ----------
Total Bond Fund - 100.0% $ 155,653 $ 156,008
---------- ----------
</TABLE>
The notes on Sheet 7 are an integral part of this schedule.
<PAGE>
SCHEDULE I
SHEET 4 OF 7
BELLSOUTH MASTER SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, 1993
--------------------------------
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---------- ---------
INDEXED STOCK FUND
<S> <C> <C> <C>
Bankers Trust Pyramid Cash Plus
Fund - 0.6% 1,444,502 $ 2,378 $ 2,379
---------- ---------
Bankers Trust Pyramid Equity
Index Fund* - 99.4% 424,119 $ 309,750 $ 419,305
---------- ---------
Pooled Corporate Obligations - 0.0% 583 $ 1 $ 1
---------- ---------
Domestic Corporate Obligations - 0.0%
Shoneys, Inc. 900 $ 1 $ 1
---------- ---------
Miscellaneous total - 0.0% 27 $ 1 $ 1
---------- ---------
Total Indexed Stock Fund - 100.0% $ 312,131 $ 421,687
---------- ---------
INTEREST INCOME FUND
<CAPTION>
Annuity Contracts with Insurance Companies - 97.2%: +
<S> <C> <C> <C>
Aetna Life Insurance Company
(8.58% - 9.81%) $ 84,254 $ 84,254 $ 84,254
Connecticut General Life Insurance
Company (8.26% - 8.85%) $ 20,897 $ 20,897 $ 20,897
Metropolitan Life Insurance Company
(8.20% - 9.47%) $ 110,004 $ 110,004 $ 110,004
The Mutual Benefit Life Insurance
Company (12.75%) $ 3,084 $ 3,084 $ 3,084
Provident National Insurance Company
(5.13% - 8.53%) $ 27,446 $ 27,446 $ 27,446
The Prudential Insurance
Company of America (8.10% - 9.35%) $ 113,391 $ 113,391 $ 113,391
</TABLE>
The notes on Sheet 7 are an integral part of this schedule.
<PAGE>
SCHEDULE I
SHEET 5 OF 7
BELLSOUTH MASTER SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, 1993
---------------------------------
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---------- ----------
INTEREST INCOME FUND (continued)
<S> <C> <C> <C>
Mutual New York Life Insurance
Company (5.39% - 8.97%) $ 87,985 $ 87,985 $ 87,985
Massachusetts Mutual (9.14% - 9.70%) $ 79,736 $ 79,736 $ 79,736
Hartford Life Insurance Company
(6.70% - 8.71%) $ 53,606 $ 53,606 $ 53,606
Pacific Mutual Life Insurance
Company (9.39%) $ 27,450 $ 27,450 $ 27,450
Commonwealth Life Insurance
Company (7.67% - 9.37%) $ 23,914 $ 23,914 $ 23,914
Confederation Life (8.45% - 9.44%) $ 42,374 $ 42,374 $ 42,374
Canada Life (7.79% - 9.58%) $ 15,403 $ 15,403 $ 15,403
Vanguard Fixed Rate GIC Trust III $ 400 $ 400 $ 400
Sun Life Assurance (5.79%) $ 10,308 $ 10,308 $ 10,308
Peoples Security Life
Insurance Company (5.03% - 8.21%) $ 30,944 $ 30,944 $ 30,944
State Mutual Life (8.68%) $ 10,647 $ 10,647 $ 10,647
IBM Credit Corp. (5.04% - 5.35%) $ 30,659 $ 30,659 $ 30,659
Bank of Switzerland (5.00%) $ 9,914 $ 9,914 $ 9,914
B T Basic (6.21%) $ 97,829 $ 97,829 $ 97,829
Provident Life & Accident $ 81,073 $ 81,073 $ 81,073
Life of Virginia $ 1,665 $ 1,665 $ 1,665
Allstate Life Insurance Co. (5.740%) $ 10,268 $ 10,268 $ 10,268
Group Annuity Contract #BDA (5.140%) $ 9,231 $ 9,231 $ 9,231
---------- ----------
$ 982,482 $ 982,482
---------- ----------
Temporary Cash Investments - 2.8% $ 16,964 $ 27,895 $ 27,934
---------- ----------
Total Interest Income Fund - 100.0% $1,010,377 $1,010,416
---------- ----------
</TABLE>
The notes on Sheet 7 are an integral part of this schedule.
<PAGE>
SCHEDULE I
SHEET 6 OF 7
BELLSOUTH MASTER SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, 1993
----------------------------------
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---------- ----------
LOAN FUND
<S> <C> <C> <C>
Loans to Participants - 100.0% $ 36,066 $ 36,066 $ 36,066
Temporary Cash Investments - 0% $ 13 $ 13 $ 13
---------- ----------
Total Loan Fund - 100.0% $ 36,079 $ 36,079
---------- ----------
<CAPTION>
EMPLOYEE STOCK OWNERSHIP PLAN
<S> <C> <C> <C>
Shares of BellSouth Common Stock* - 97.4% 18,319,636 $ 977,885 $1,060,995
---------- ----------
Temporary Cash Investments - 2.6% 17,503,538 $ 28,586 $ 28,823
---------- ----------
Total Employee Stock
Ownership Fund - 100.0% $1,006,471 $1,089,818
---------- ----------
TOTAL INVESTMENTS $3,492,070 $4,152,517
========== ==========
</TABLE>
The notes on Sheet 7 are an integral part of this schedule.
<PAGE>
SCHEDULE I
SHEET 7 OF 7
BELLSOUTH MASTER SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
NOTES
Percentages represent the percentage of the investments of each fund of the
Master Savings Trust.
* Investment represents 5% or more of the Net Assets of the Master Savings
Trust.
+ The contracts with these insurance companies (interest rates indicated in
parentheses) guarantee the repayment of principal and the crediting of
interest resulting in a composite effective annual interest rate of 7.72%
for the year 1993. The timing of the remittance of participating employee
contributions and other participating employee-directed transactions may
cause the actual yield to vary from this rate. The composite interest rate
is subject to annual adjustment.
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Exhibit 99b
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[X] Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
or
[_] Transition Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the transition Commission file number
period from __ to ___ 1-8607
BellSouth Savings and Security Plan
BELLSOUTH CORPORATION
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
Savings and Security Plan Committee of the
BellSouth Savings and Security Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the BellSouth Savings and Security Plan as of December 31, 1993
and 1992, the related statements of changes in net assets available for plan
benefits for each of the three years in the period ended December 31, 1993,
and the accompanying schedule of investments of the BellSouth Master Savings
Trust as of December 31, 1993. These financial statements and financial
statement schedule are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the
Plan as of December 31, 1993 and 1992, and the changes in net assets
available for plan benefits for each of the three years in the period ended
December 31, 1993 in conformity with generally accepted accounting
principles. In addition, in our opinion, the financial statement schedule
referred to above, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information required to be included therein.
/s/COOPERS & LYBRAND
Atlanta, Georgia
June 24, 1994
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements
of BellSouth Corporation on Form S-8 (File Nos. 33-30772 and 33-38265) of
our report dated June 24, 1994, on our audits of the financial statements of
the BellSouth Savings and Security Plan as of December 31, 1993 and 1992,
and for each of the three years in the period ended December 31, 1993, and
the accompanying financial statement schedule as of December 31, 1993, which
report is included in this Annual Report on Form 11-K.
/s/ COOPERS & LYBRAND
Atlanta, Georgia
June 24, 1994
<PAGE>
BELLSOUTH SAVINGS AND SECURITY PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1993
(In Thousands)
<TABLE>
<CAPTION>
BellSouth Indexed Interest Employee Stock
Stock Bond Stock Income Loan Ownership Plan
ASSETS Fund Fund Fund Fund Fund Allocated Unallocated Total
--------- -------- -------- --------- ------- --------- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Allocated share of trust net assets $ 647,395 $ 5,095 $ 28,947 $ 293,422 $ 3,941 $ - $ - $ 978,800
Investment in BellSouth Savings and
Security ESOP Trust
BellSouth shares of common stock
allocated to participants - - - - - 153,615 - 153,615
BellSouth shares of common stock
held for future allocation - - - - - - 240,318 240,318
Temporary cash investments - - - - - 6,000 7,817 13,817
--------- -------- -------- --------- ------- -------- -------- ----------
Total Investments 647,395 5,095 28,947 293,422 3,941 159,615 248,135 1,386,550
Allotments and contributions receivable 170 15 37 167 - 2,902 - 3,291
Fund, BellSouth Management Savings and
Employee Stock Ownership Plan, BellSouth
Enterprises Retirement Savings Plan
and other transfers receivable - net 246 - 158 - 482 - - 886
--------- -------- -------- --------- ------- -------- -------- ----------
Total Assets 647,811 5,110 29,142 293,589 4,423 162,517 248,135 1,390,727
--------- -------- -------- --------- ------- -------- -------- ----------
LIABILITIES
Distributions payable 3,867 7 120 2,199 175 281 - 6,649
Fund, BellSouth Management Savings and
Employee Stock Ownership Plan, BellSouth
Enterprises Retirement Savings Plan
and other transfers payable - net - 6 - 662 - 14 - 682
Notes payable - - - - - - 253,252 253,252
--------- -------- -------- --------- ------- -------- -------- ----------
Total Liabilities 3,867 13 120 2,861 175 295 253,252 260,583
--------- -------- -------- --------- ------- -------- -------- ----------
Net Assets Available for Plan Benefits $ 643,944 $ 5,097 $ 29,022 $ 290,728 $ 4,248 $162,222 $ (5,117) $1,130,144
========= ======== ======== ========= ======= ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
BELLSOUTH SAVINGS AND SECURITY PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1992
(In Thousands)
<TABLE>
<CAPTION>
BellSouth Indexed Interest Employee Stock
Stock Bond Stock Income Loan Ownership Plan
ASSETS Fund Fund Fund Fund Fund Allocated Unallocated Total
--------- -------- -------- --------- ------- --------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Allocated share of trust net assets $ 547,124 $ 2,051 $ 17,776 $ 254,888 $ 888 $ - $ - $ 822,727
Investment in BellSouth Savings and
Security ESOP Trust
BellSouth shares of common stock
allocated to participants - - - - - 103,530 - 103,530
BellSouth shares of common stock
held for future allocation - - - - - - 233,626 233,626
Temporary cash investments - - - - - 164 7,745 7,909
--------- -------- -------- --------- ------- -------- -------- ---------
Total Investments 547,124 2,051 17,776 254,888 888 103,694 241,371 1,167,792
Allotments and contributions receivable 2,400 62 321 2,472 - 2,839 - 8,094
Fund, BellSouth Management Savings and
Employee Stock Ownership Plan, BellSouth
Enterprises Retirement Savings Plan
and other transfers receivable - net - 83 380 575 257 - - 1,295
--------- -------- -------- --------- ------- -------- -------- ---------
Total Assets 549,524 2,196 18,477 257,935 1,145 106,533 241,371 1,177,181
--------- -------- -------- --------- ------- -------- -------- ---------
LIABILITIES
Distributions payable 1,907 7 55 1,109 - 60 - 3,138
Fund, BellSouth Management Savings and
Employee Stock Ownership Plan, BellSouth
Enterprises Retirement Savings Plan
and other transfers payable - net 1,078 - - - - 3 - 1,081
Notes payable - - - - - - 267,607 267,607
--------- -------- -------- --------- ------- -------- -------- ---------
Total Liabilities 2,985 7 55 1,109 - 63 267,607 271,826
--------- -------- -------- --------- ------- -------- -------- ---------
Net Assets Available for Plan Benefits $ 546,539 $ 2,189 $ 18,422 $ 256,826 $ 1,145 $106,470 $(26,236) $ 905,355
========= ======== ======== ========= ======= ======== ======== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
BELLSOUTH SAVINGS AND SECURITY PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1993
(In Thousands)
<TABLE>
<CAPTION>
BellSouth Indexed Interest Employee Stock
Stock Bond Stock Income Loan Ownership Plan
Fund Fund Fund Fund Fund Allocated Unallocated Total
--------- -------- -------- --------- ------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets Available for
Plan Benefits, December 31, 1992 $ 546,539 $ 2,189 $ 18,422 $ 256,826 $ 1,145 $ 106,470 $ (26,236) $ 905,355
--------- -------- -------- --------- ------- --------- ---------- ----------
Employee contributions 32,620 1,245 5,998 33,218 - - - 73,081
Transfers of participants'
balances - net (6,932) 1,568 3,401 (989) 3,206 - - 254
Employing company contributions - - - - - 17,112 - 17,112
Supplemental Contributions - - - - - - 23,138 23,138
Allocation of Shares to Participants - - - - - 23,280 (23,280) -
Transfer for loan repayment - - - - - (3,086) 3,086 -
--------- -------- -------- --------- ------- --------- ---------- ----------
Total Allotments, Contributions,
Allocations and Transfers 25,688 2,813 9,399 32,229 3,206 37,306 2,944 113,585
Allocated share of Trust
investment activities 99,292 317 2,258 18,807 96 19,992 42,282 183,044
--------- -------- -------- --------- ------- --------- ---------- ----------
Total Additions 124,980 3,130 11,657 51,036 3,302 57,298 45,226 296,629
--------- -------- -------- --------- ------- --------- ---------- ----------
Less: Distributions to
Participants 27,575 222 1,057 17,134 199 1,546 - 47,733
Interest on note - - - - - - 24,107 24,107
--------- -------- -------- --------- ------- --------- ---------- ----------
Net Assets Available for Plan
Benefits, December 31, 1993 $ 643,944 $ 5,097 $ 29,022 $ 290,728 $ 4,248 $ 162,222 $ (5,117) $1,130,144
========= ======== ======== ========= ======= ========= ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
BELLSOUTH SAVINGS AND SECURITY PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1992
(In Thousands)
<TABLE>
<CAPTION>
BellSouth Indexed Interest Employee Stock
Stock Bond Stock Income Loan Ownership Plan
Fund Fund Fund Fund Fund Allocated Unallocated Total
---------- -------- ------- --------- ------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets Available for
Plan Benefits, December 31, 1991 $ 534,213 $ 925 $ 7,671 $ 227,300 $ -0- $ 65,775 $ (16,358) $819,526
---------- -------- ------- --------- ------- ---------- ----------- --------
Employee contributions 32,035 516 3,704 32,697 - - - 68,952
Transfers of participants'
balances - net (8,265) 710 6,554 (927) 1,145 - - (783)
Employing company contributions - - - - - 18,811 - 18,811
Supplemental Contributions - - - - - - 22,668 22,668
Allocation of Shares to Participants - - - - - 20,215 (20,215) -
Transfer for loan repayment - - - - - (2,080) 2,080 -
---------- -------- ------- --------- ------- ---------- ----------- --------
Total Allotments, Contributions,
Allocations and Transfers 23,770 1,226 10,258 31,770 1,145 36,946 4,533 109,648
Allocated share of Trust
investment activities 23,682 139 1,325 18,250 - 4,743 10,901 59,040
---------- -------- ------- --------- ------- ---------- ----------- --------
Total Additions 47,452 1,365 11,583 50,020 1,145 41,689 15,434 168,688
---------- -------- ------- --------- ------- ---------- ----------- --------
Less: Distributions to
Participants 35,126 101 832 20,494 - 994 - 57,547
Interest on note - - - - - - 25,312 25,312
---------- -------- ------- --------- ------- ---------- ----------- --------
Net Assets Available for Plan
Benefits, December 31, 1992 $ 546,539 $ 2,189 $18,422 $ 256,826 $ 1,145 $ 106,470 $ (26,236) $905,355
========== ======== ======= ========= ======= ========== =========== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
BELLSOUTH SAVINGS AND SECURITY PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1991
(In Thousands)
<TABLE>
<CAPTION>
BellSouth Indexed Interest Employee Stock
Stock Bond Stock Income Ownership Plan
Fund Fund Fund Fund Allocated Unallocated Total
--------- ------- -------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Assets Available for
Plan Benefits, December 31, 1990 $ 544,910 $ 373 $ 1,615 $ 202,238 $ 28,259 $ 8,762 $ 786,157
--------- ------- -------- --------- --------- ----------- ---------
Employee contributions 32,759 229 714 32,219 - - 65,921
Transfer of participants'
balances - net (2,471) 263 4,789 (2,716) - - (135)
Employing company contributions - - - - 16,845 - 16,845
Supplemental contributions - - - - - 22,643 22,643
Allocation of shares to Participants - - - - 20,380 (20,380) -
Transfer for loan repayment - - - - (944) 944 -
--------- ------- -------- --------- --------- ----------- ---------
Total Allotments, Contributions,
Allocations and Transfers 30,288 492 5,503 29,503 36,281 3,207 105,274
Allocated share of Trust
investment activities (2,124) 101 847 18,124 1,867 (1,941) 16,874
--------- ------- -------- --------- --------- ----------- ---------
Total Additions 28,164 593 6,350 47,627 38,148 1,266 122,148
--------- ------- -------- --------- --------- ----------- ---------
Less: Distributions to
Participants 38,861 41 294 22,565 632 - 62,393
Interest on note - - - - - 26,386 26,386
--------- ------- -------- --------- -------- --------- ---------
Net Assets Available for Plan
Benefits, December 31, 1991 $ 534,213 $ 925 $ 7,671 $ 227,300 $ 65,775 $(16,358) $ 819,526
========= ======= ======== ========= ========= =========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. Plan Description -
The BellSouth Savings and Security Plan (the "Plan") was established by
BellSouth Corporation ("BellSouth") to provide a convenient way for non-
salaried employees to save for their retirement on a long-term basis. The
assets of the Plan are held in the BellSouth Master Savings Trust (the
"Master Savings Trust") and are commingled with the assets of the
BellSouth Management Savings and Employee Stock Ownership Plan and the
BellSouth Enterprises Retirement Savings Plan for investment purposes.
Highlights of the Plan are described in the Prospectus/Summary Plan
Description, as supplemented ("SPD"), available to all participants. A copy
of the SPD can be obtained by calling the BellSouth Participant Service
Center at 1-800-995-1000. In addition, copies of the Plan, trust agreement
and other related documents which include all details of the Plan can be
obtained by writing to: Secretary, BellSouth Savings Plan Committee, Room
7B09, 1155 Peachtree Street, N.E., Atlanta, Georgia 30309-3610.
The following are changes that were adopted during 1993:
Effective January 1, 1993, each participant's account is charged a
flat fee of $2.25 monthly for plan administrative expenses which
include recordkeeping, trustee, service center and other expenses. The
fee is based on annual plan administrative expenses and will be split
proportionately among a participant's investment options. The
projected fee may change each year, depending on the shortfall or
overage of administrative expenses during the previous year and
projected expenses for the upcoming year.
Effective January 1, 1993, the maximum basic weekly contributions for
participants with a weekly rate of pay of $900 or more is $50, an
increase from $45.
Effective January 1, 1993, participants in the Plan may elect to
contribute supplemental before-tax contributions on a bi-weekly basis
in $5 increments.
Effective April 1, 1993, company matching contributions will range
from 49% to 86% as a result of a revision in the method of calculating
the ESOP portion of the company match. The ESOP portion, originally
10% of the company matching contribution, is indexed and based on
BellSouth stock prices and will range from 4% to 16%.
A permanent loan feature has been added to provide participants with
the ability to initiate a loan from their Plan account.
Effective January 1, 1993, withdrawals and distributions eligible for
rollover into an Individual Retirement Account ("IRA") or the
qualified retirement plan of a new employer are eligible for direct
transfer from the Plan to the qualified plan. All such withdrawals and
distributions not transferred directly are subject to a 20% mandatory
federal income tax withholding rate. These plan changes were made to
conform with new IRS regulations effective January 1, 1993.
The following are changes that will affect plan participants effective
January 1, 1994 unless otherwise noted:
Participants will be able to direct their investment to a newly established
fund called the Balanced Fund ("BF"). The investment objective of the BF is
to allocate assets between stocks, bonds and cash, and to alter the mix as
necessary when market conditions change. The fund will be actively managed
by First Quadrant Corporation. The equity portion will be invested in the
Bankers Trust BT PYRAMID Equity Index fund, which is measured against the
S&P 500 index. The bond portion will be invested in the Bankers Trust BT
PYRAMID Broad Market Fixed Income fund, which is measured against the
Shearson Aggregate Index. And, the cash will be invested in the Bankers
Trust BT PYRAMID Directed short term investment fund (STIF).
Effective July 15, 1994 participants will be able to transfer money already
in their savings plan funds to any of five mutual funds, collectively
referred to as the Mutual Fund Window (the "Window"). Participants will be
able to transfer up to 100 percent of their existing investment in the
Interest Income Fund and up to 80 percent of their existing investment in
all other funds. Funds in the Window are valued and may be traded on a daily
basis.
<PAGE>
1. Plan Description - (continued)
The unit values of each Fund (BellSouth Stock Fund, Bond Fund, Indexed
Stock Fund and Interest Income Fund) of the Plan will be reunitized or
restated. Each fund will be given a "new start" beginning with a unit
value of 1.000000. At the same time, the number of units credited to the
participants' accounts will be increased, so that the number of units
owned equals the dollar amount invested as of January 1, 1994.
The annual administrative fees per participant will decrease from $27 to $22
in 1994. This fee will pay for up to four fund transfers, four changes in
how participant contributions are invested, and four changes in the amount
saved from each paycheck. More than four changes in any category will cost
an extra $2 per transaction. In addition, a $6 charge will be applied for
transactions made through a service representative if these transactions can
be made through the automated voice response system ("VRS"). Participants
will not be charged for using a service representative to help with
transactions that cannot be handled through VRS.
Participants will be able to transfer balances between the Bond Fund and the
Interest Income Fund. Previously, this type of transfer was restricted.
Participants will not be able to transfer from and into the same fund at the
same time.
Participants who have retired or left the Company and have elected to leave
money in the plan, will be able to make two (2) withdrawals per year. There
is no charge for the first withdrawal. But to cover administrative costs, a
$25 processing fee will be charged for the second withdrawal. In addition,
these participants will be able to get the money that remains in their
accounts in two new ways; annual installments for 10 years or a series of
payouts for the rest of their lives.
Bankers Trust Company is the Trustee for the Master Savings Trust. Bankers
Trust Company is also the Recordkeeper and Service Center Provider for the
Plan.
2. Accounting Policies -
The values of investments in the Master Savings Trust are determined as
follows:
Shares of BellSouth common stock and other securities listed on a
national stock exchange are valued on the basis of the closing price
per share on December 31, 1993 and December 31, 1992, as reported on
the New York Stock Exchange composite tape or, if no sales were made
on that date, at the closing price on the next preceding day on which
sales were made;
Over-the-counter securities and government obligations are valued
based on the bid prices on December 31, 1993 from published sources
where available and, if not available, from other sources considered
reliable; and
Contracts with insurance companies are valued at principal plus
reinvested interest.
Purchases and sales of securities are reflected as of the trade date.
Realized gains and losses on sales of investments are determined on the
basis of average cost.
Dividend income is recognized on the ex-dividend date. Interest earned on
investments is recognized on the accrual basis.
With respect to the 1993, 1992 and 1991 Master Trust investment activity
presented in Note 8, the net appreciation (depreciation) in the fair value
of investments represents the sum of realized gains, net of realized losses
and the net change in unrealized appreciation on the investments.
<PAGE>
3. Units of the Plan -
Participants in the Plan can invest their contributions among the
following funds: the BellSouth Stock Fund, the Indexed Stock Fund, the
Interest Income Fund, the Bond Fund; beginning January 1, 1994, the
Balanced Fund; and beginning July 15, the five mutual funds available
through the Window. The interest of a participant in each type of
investment of the Plan is represented by units as described in Section 8
of the Plan, except that the interests in the mutual funds will be shown
in dollars. The number and value of units as of December 31, 1993 and
December 31, 1992 were as follows:
<TABLE>
<CAPTION>
December 31, 1993 December 31, 1992
----------------- -----------------
Type of Investment Number of Units Value per Unit Number of Units Value per Unit
------------------ --------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
BellSouth Stock 133,697,554 $4.8164 134,297,736 $4.0696
Bond Fund 3,296,146 1.5462 1,576,598 1.3884
Indexed Stock Fund 18,562,444 1.5635 12,991,524 1.4180
Interest Income Fund 66,538,889 4.3693 63,081,562 4.0713
</TABLE>
The number and value of units by month for each fund during 1993 was as follows:
<TABLE>
<CAPTION>
BellSouth Stock Bond Indexed Stock Interest Income
---------------------- ------------- ------------- -----------------
Number Value Number Value Number Value Number Value
1993 of Units Per Unit of Units Per Unit of Units Per Unit of Units Per Unit
---- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
January 133,931,125 $4.1551 1,696,963 $1.4204 13,716,800 $1.4308 63,390,063 $4.0973
February 133,484,144 $4.5562 1,977,109 $1.4540 14,405,402 $1.4506 63,942,209 $4.1202
March 133,149,750 $4.5437 2,091,241 $1.4625 15,041,161 $1.4814 64,285,887 $4.1454
April 133,151,820 $4.3069 2,136,181 $1.4739 15,386,706 $1.4471 64,508,022 $4.1699
May 133,459,731 $4.2138 2,228,842 $1.4740 15,901,521 $1.4839 64,758,102 $4.1952
June 133,391,861 $4.5061 2,374,711 $1.5012 16,239,834 $1.4890 64,933,570 $4.2199
July 133,124,197 $4.7734 2,614,643 $1.5097 16,822,879 $1.4827 65,420,184 $4.2450
August 132,964,649 $4.8563 2,796,064 $1.5332 17,195,634 $1.5386 65,671,584 $4.2700
September 132,964,277 $4.9696 3,020,019 $1.5381 17,369,775 $1.5270 65,979,769 $4.2942
October 133,214,436 $5.2100 3,168,609 $1.5446 17,848,150 $1.5586 66,289,184 $4.3193
November 133,620,685 $4.7442 3,219,533 $1.5403 18,163,558 $1.5450 66,334,850 $4.3438
December 133,697,554 $4.8164 3,296,146 $1.5462 18,562,444 $1.5635 66,538,889 $4.3693
</TABLE>
At December 31, 1993, the number of participants currently contributing to
the Plan by investment direction described in Section 7 of the Plan was as
follows:
<TABLE>
<CAPTION>
No.
Fund Description Participants
---------------- ------------
<S> <C>
Entirely in BellSouth Stock............................................................. 15,067
Entirely in Bond Fund................................................................... 185
Entirely in Indexed Stock Fund.......................................................... 1,591
Entirely in Interest Income Fund........................................................ 17,087
Equally in BellSouth Stock and Bond Fund................................................ 312
Equally in BellSouth Stock and Indexed Stock Fund....................................... 1,088
Equally in BellSouth Stock and Interest Income Fund..................................... 8,719
Equally in Bond Fund and Indexed Stock Fund............................................. 286
Equally in Bond Fund and Interest Income Fund........................................... 125
Equally in Indexed Stock Fund and Interest Income Fund.................................. 634
Equally in BellSouth Stock, Bond Fund and Indexed Stock Fund............................ 189
Equally in BellSouth Stock, Bond Fund and Interest Income Fund.......................... 62
Equally in BellSouth Stock, Indexed Stock Fund and Interest Income Fund................. 278
Equally in Bond Fund, Indexed Stock Fund and Interest Income Fund....................... 159
Equally in BellSouth Stock, Bond Fund, Indexed Stock Fund and Interest Income Fund...... 349
------
Total Participants 46,131
======
</TABLE>
Of the participants eligible to participate in the Plan, 85 have elected to
participate in a Union-sponsored trust.
Since all employing company contributions are made to the ESOP, all
employees actively participating in the Plan are participants in the ESOP.
<PAGE>
4. Tax Status -
The Internal Revenue Service has determined and informed the Company by
letter dated February 26, 1988, that the Plan and related trust meet the
requirements of Section 401(a) of the Internal Revenue Code of 1986, as
amended, (the "Code"), and is exempt from Federal Income Taxes under Section
501(a) of the Code. The Plan has been amended since receiving the
determination letter. However, the Plan administrator and the Plan's tax
counsel believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the Code.
For information on the Federal income tax effects on the employee with
respect to the Plan, participants should refer to the Plan Prospectus.
5. Contributions -
Employee contributions to the Plan are accrued on the basis of authorized
basic and supplemental contributions. The maximum basic contribution rate
was $50 a week during 1993. No more than 12% may be contributed on a before
tax basis.
From January 1993 through March 1993 employing company matching
contributions were accrued based on an amount equal to 60% of the authorized
basic contribution of each participating employee. Then, from April 1993
through December 1993 this matching contribution was 59%. The rate of the
employing company matching contribution remains in effect for a twelve month
period from April 1 through March 31.
Effective January 1, 1992, contributions previously made to the Plan by
certain nonmanagement employees of BellSouth Enterprises, Inc. (other than
nonmanagement employees of BellSouth Advertising and Publishing Co.) are
invested in the BellSouth Enterprises Retirement Savings Plan. Employing
Company Contributions made to the ESOP for these participants prior to
January 1, 1992 were not transferred, but were held in the Plan, since the
BellSouth Enterprises Retirement Savings Plan does not include an ESOP
feature.
6. Termination Priorities -
BellSouth intends to continue the Plan indefinitely but reserves the right
to terminate or amend it. In the event the Plan is terminated, subject to
conditions set forth in the Employee Retirement Income Security Act of 1974,
as amended, participants will receive written notification of plan
termination at least 30 days in advance. The participant may then elect to
leave all units in his/her account until they leave the Company or take a
lump sum distribution of the value of his/her units.
7. Plan Expenses (Dollars In Thousands) -
Investment manager and insurance company management fees are paid by the
Master Savings Trust. Investment manager and insurance company management
fees included in allocated share of Trust investment activities in the 1993
SSP statement of changes in net assets were $9.8, $7.8 and $138.4 for the
Bond Fund, Indexed Stock Fund and Interest Income Fund, respectively.
Prior to January 1, 1993 expenses that related primarily to the costs of
administering the Plan were paid by the participating companies. Beginning
January 1, 1993, administrative expenses of the Plan are charged to Plan
participants.
8. Interest in BellSouth Master Savings Trust (Dollars In Thousands) -
As of January 1, 1990, the assets of the Plan are held in the Master
Savings Trust and are commingled with the assets of the BellSouth
Management Savings and Employee Stock Ownership Plan and the BellSouth
Enterprises Retirement Savings Plan. The assets of the BellSouth Employee
Stock Ownership Plan ("PAYSOP") are held in a sub-trust of the Master
Savings Trust. This sub-trust is not included in the following Master
Savings Trust information.
The Plan's allocated share of the total net assets of all funds in the
Master Savings Trust at December 31, 1993 and 1992 was 31.9427% and
32.7266%, respectively. The Plan's allocated share of the net assets of
each fund in the Master Savings Trust at December 31, 1993 and 1992 was as
follows:
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
BellSouth Stock Fund....................... 45.01869% 43.17213%
Indexed Stock Fund......................... 6.86764% 5.86976%
Bond Fund.................................. 3.20848% 1.66719%
Interest Income Fund....................... 29.14667% 29.66654%
Loan Fund.................................. 11.10671% 2.89939%
</TABLE>
<PAGE>
8. Interest in BellSouth Master Savings Trust - (continued)
The financial position of the Master Savings Trust at December 31, 1993
and 1992 was as follows:
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Assets: Investments at value:
BellSouth Stock Fund:
BellSouth common shares................ $1,417,269 $ 1,262,233
Temporary cash investments............. 20,006 836
Bond Fund:
Securities............................. 155,211 122,130
Temporary cash investments............. 797 (1,383)
Indexed Stock Fund:
Equity Index Fund ..................... 419,305 302,462
Temporary cash investments............. 2,379 411
Interest Income Fund:
Contracts ............................. 982,482 858,123
Temporary cash investments............. 27,934 1,165
Loan Fund:
Loans to participants.................. 36,066 31,119
Temporary cash investments............. 13 43
Distributable shares............................ 1,234 4,238
Dividends and interest income receivable........ 2,930 2,320
--------- ---------
3,065,626 2,583,697
Liabilities:
Payable for investments purchased........... 724 299
--------- ---------
Allocated share of trust net assets
(excluding ESOP Trusts)......................... 3,064,902 2,583,398
Investment in ESOP Trusts:
BellSouth shares of common stock
allocated to participants...................... 352,067 237,116
Distributable shares........................... 86 97
BellSouth common shares held for
future allocation.............................. 708,842 684,943
Temporary cash investments..................... 28,823 22,732
--------- ---------
Total Investments................................. 4,154,720 3,528,286
Liabilities:
Notes payable................................... 734,598 769,857
--------- ---------
Net Investments........................ $3,420,122 $ 2,758,429
========== ===========
Investments at cost:.............................. $3,492,070 $ 3,156,479
========== ===========
</TABLE>
* Distributions payable in shares at year-end are reclassed from
BellSouth common shares and ESOP - BellSouth common shares held
for future allocation to the respective "Distributable Shares"
line.
. See Schedule I, BellSouth Master Savings Trust Schedule of Assets
Held for Investment Purposes.
<PAGE>
8. Interest in BellSouth Master Savings Trust (continued)
Assets in the BellSouth Stock Fund, Bond Fund and Indexed Stock Fund are
invested in securities which fluctuate in market value, and the values of
the units fluctuate as of the end of each month.
Assets in the Interest Income Fund are invested in a number of investment
contracts with diversified groups of high quality financial institutions.
The value of the Interest Income Fund is based upon the principal invested
and the interest credited, and the value of the units should increase as of
the end of each month. Since these contracts are unsecured general
obligations of such companies, their security is subject to the ability of
the insurance companies to repay their debts generally as they come due.
In three separate transactions during 1990, the BellSouth Management
Savings and Employee Stock Ownership Trust and the Savings and Security
ESOP Trust (the "ESOP Trusts") issued medium-term notes in the amount of
$550 million and $300 million, respectively, to fund the ESOP. Assets held
in each investment fund of the Plan, other than the assets held by the ESOP
Trusts described below, are unavailable to service the ESOP debt.
Assets held by the ESOP Trusts are generally unavailable to satisfy claims
of holders of debt securities issued by the ESOP Trusts to finance the
acquisition of common stock for the benefit of ESOP participants. The debt
securities are guaranteed by and are subject to direct recourse against
BellSouth. BellSouth contributes to the Trusts an amount necessary, net of
ESOP dividends and interest, to service the ESOP loan payments and to
purchase any additional shares required to meet the match obligation. Such
contributions are subject to the claims of such holders but are held at
BellSouth and paid to the ESOP Trust twice yearly to fund, on a same day
basis, required payments by the ESOP Trusts on the notes. Such
contributions would not remain in the Plan Trusts unless there were a
default on the debt securities by the ESOP Trustee after having received
the required contributions from BellSouth. Therefore, holders of the debt
securities should not rely on the assets of the ESOP Trusts in arriving at
an investment decision with respect to the debt securities. For the year
ended December 31, 1993, BellSouth made cash contributions to the ESOP
Trusts in the amount of $60,910 for the purpose of servicing the guaranteed
debt and cash contributions in the amount of $23,958 to purchase additional
shares to meet the match obligations and expects to make similar
contributions during the life of the Plan.
A description of each debt issue is as follows:
BellSouth Management Savings and Employee Stock Ownership Trust:
<TABLE>
<CAPTION>
Title Amount Interest Rate Due Date
----- ------ ------------- --------
<S> <C> <C> <C>
Amortizing Medium-Term Notes, Series A $275,000 9.125% July 1, 2003
Amortizing Medium-Term Notes, Series A $275,000 9.19% July 1, 2003
--------
Total $550,000
BellSouth Savings and Security ESOP Trust:
<CAPTION>
Title Amount Interest Rate Due Date
----- ------ ------------- --------
<S> <C> <C> <C>
Amortizing Medium-Term Notes, Series A $300,000 9.125% July 1, 2003
<CAPTION>
Maturities of the ESOP Trusts' long-term debt outstanding at December 31, 1993 are as follows:
1994 1995 1996 1997 1998 Thereafter Total
---- ---- ---- ---- ---- ---------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Maturities $40,699 $46,589 $52,977 $59,898 $67,418 $467,018 $734,599
======= ======= ======= ======= ======= ======== ========
</TABLE>
<PAGE>
8. Interest in BellSouth Master Savings Trust (continued)
Investment activities of the Master Savings Trust are allocated to the Plan
based upon the total of each individual plan participant's share of the
Master Savings Trust investment activities during the period ended December
31, 1993.
The Master Savings Trust investment activities for the fiscal year ended
December 31, 1993, 1992 and 1991 were as follows:
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Investment Activities:
Dividends on BellSouth Corporation common shares....... $ 118,094 $ 116,747 $ 114,302
Other dividends........................................ 0 5 0
Interest Income Fund income............................ 65,950 60,515 59,734
Other interest......................................... 11,917 8,987 7,510
Net change in unrealized appreciation.................. 292,122 (20,744) (76,057)
Net realized gain/(loss) on investments................ 31,658 33,416 13,490
Investment Manager Fees................................ (973) (1,144) (823)
--------- --------- ---------
Net investment activities................................... $ 518,768 $ 197,782 $ 118,156
========= ========= =========
</TABLE>
<PAGE>
SCHEDULE I
SHEET 1 OF 7
BELLSOUTH MASTER SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, 1993
---------------------------------
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---------- -------
<S> <C> <C> <C>
BELLSOUTH STOCK FUND
Shares of BellSouth common stock* - 98.6% 24,456,950 $ 951,414 $1,418,503
---------- ----------
Temporary Cash Investments - 1.4% 12,149,186 19,945 20,006
---------- ----------
Total BellSouth Stock Fund - 100.0% $ 971,359 $1,438,509
---------- ----------
<CAPTION>
BOND FUND
<S> <C> <C> <C>
U. S. Government Treasury Notes - 63.5%:
U. S. Treasury Notes, 7.750%, 03/31/96 $ 7,000 $ 7,677 $ 7,501
U. S. Treasury Notes, 7.675%, 05/31/96 $ 13,500 $ 14,748 $ 14,498
U. S. Treasury Notes, 6.875%, 04/30/97 $ 10,000 $ 10,810 $ 10,658
U. S. Treasury Notes, 5.875%, 05/15/95 $ 500 $ 513 $ 512
U. S. Treasury Notes, 4.625%, 08/15/95 $ 5,000 $ 5,076 $ 5,041
U. S. Treasury Notes, 5.125%, 11/15/95 $ 5,000 $ 5,087 $ 5,084
U. S. Treasury Notes, 4.125%, 06/30/95 $ 1,500 $ 1,505 $ 1,502
U. S. Treasury Notes, 4.250%, 07/31/95 $ 8,500 $ 8,519 $ 8,523
U. S. Treasury Notes, 8.125%, 02/15/98 $ 7,500 $ 8,568 $ 8,361
U. S. Treasury Notes, 8.875%, 07/15/95 $ 6,600 $ 7,242 $ 7,068
U. S. Treasury Notes, 9.250%, 01/15/96 $ 8,000 $ 9,037 $ 8,767
U. S. Treasury Notes, 8.000%, 10/15/96 $ 7,000 $ 7,768 $ 7,628
U. S. Treasury Notes, 8.000%, 01/15/97 $ 8,800 $ 9,771 $ 9,635
U. S. Treasury Notes, 8.500%, 11/15/95 $ 4,000 $ 4,436 $ 4,305
---------- ----------
$ 100,757 $ 99,083
---------- ----------
U. S. Government Treasury Bonds - 4.3%:
U. S. Treasury Bonds, 7.250%, 05/15/16 $ 5,250 $ 4,706 $ 5,677
U. S. Treasury Bonds, 7.125%, 02/15/23 $ 1,000 $ 1,071 $ 1,082
---------- ----------
$ 5,777 $ 6,759
---------- ----------
</TABLE>
The notes on Sheet 7 are an integral part of this schedule.
<PAGE>
SCHEDULE I
SHEET 2 OF 7
BELLSOUTH MASTER SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, 1993
---------------------------------
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---------- ----------
<S> <C> <C> <C>
BOND FUND (continued)
Domestic Corporate Obligations (continued):
Cleveland Elec. Illum. Co.
9.100%, 07/22/96 $ 400 $ 430 $ 428
Cleveland Elec. Illum. Co.
9.450%, 12/01/97 $ 1,000 $ 1,091 $ 1,095
Cleveland Elec. Illum. Co.
8.700%, 06/03/96 $ 4,600 $ 4,798 $ 4,865
Commonwealth Edison Co.
9.010%, 08/01/96 $ 1,000 $ 1,056 $ 1,091
Commonwealth Edison Co.
8.920%, 08/15/96 $ 1,000 $ 1,005 $ 1,089
Eastern Edison Co.
9.250%, 12/01/95 $ 2,000 $ 2,218 $ 2,159
Houston Inds Inc.
7.250%, 12/01/96 $ 1,500 $ 1,500 $ 1,581
Illinois Pwr. Co.
9.250%, 12/16/96 $ 2,000 $ 2,085 $ 2,218
Pacificorp Secd.
8.690%, 07/16/96 $ 2,000 $ 2,000 $ 2,182
Pennsylvania Elec. Co. Secd
7.450%, 10/28/96 $ 1,000 $ 1,000 $ 1,065
Virginia Elec. & Pwr. Co.
8.200%, 08/15/96 $ 1,000 $ 1,037 $ 1,075
Amax Inc.
9.875%, 06/13/01 $ 2,550 $ 2,670 $ 2,946
Commonwealth Edison Co.
9.050%, 08/01/96 $ 1,000 $ 1,080 $ 1,088
Hanna M A Co.
9.000%, 09/15/98 $ 1,000 $ 1,000 $ 1,093
International Business Machs Corp.
9.000%, 05/01/98 $ 1,500 $ 1,608 $ 1,580
Long Island Ltg. Co.
8.750%, 05/01/96 $ 2,250 $ 2,304 $ 2,418
</TABLE>
The notes on Sheet 7 are an integral part of this schedule.
<PAGE>
SCHEDULE I
SHEET 3 OF 7
BELLSOUTH MASTER SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, 1993
---------------------------------
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---------- ----------
BOND FUND (continued)
<S> <C> <C> <C>
McDermott Inc.
10.250%, 06/01/95 $ 3,000 $ 3,241 $ 3,190
USX-Marathon Group, Inc.
8.875%, 09/15/97 $ 1,000 $ 998 $ 1,067
USX Corp.
6.375%, 07/15/98 $ 2,500 $ 2,426 $ 2,440
Caterpillar Finl. Svcs. Corp.
7.140%, 03/13/95 $ 1,000 $ 1,023 $ 1,034
Caterpillar Finl. Svcs. Corp.
7.140%, 04/10/95 $ 2,100 $ 2,126 $ 2,169
Chrysler Finl. Corp.
6.000%, 04/15/96 $ 2,000 $ 2,058 $ 2,022
Ford Motor Cr. Co.
8.625%, 04/15/96 $ 2,500 $ 2,744 $ 2,699
General Mtr. Accep. Corp.
7.250%, 02/15/96 $ 2,500 $ 2,623 $ 2,606
General Mtr. Accep. Corp.
6.300%, 02/02/96 $ 700 $ 720 $ 717
General Mtr. Accep. Corp.
8.750%, 08/01/95 $ 3,250 $ 3,478 $ 3,448
---------- ----------
$ 48,319 $ 49,365
---------- ----------
Pooled Corporate Obligations - 0.0% 2,462 $ 4 $ 4
---------- ----------
Temporary Cash Investments - 0.5% 484,079 $ 796 $ 797
---------- ----------
Total Bond Fund - 100.0% $ 155,653 $ 156,008
---------- ----------
</TABLE>
The notes on Sheet 7 are an integral part of this schedule.
<PAGE>
SCHEDULE I
SHEET 4 OF 7
BELLSOUTH MASTER SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, 1993
--------------------------------
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---------- ---------
INDEXED STOCK FUND
<S> <C> <C> <C>
Bankers Trust Pyramid Cash Plus
Fund - 0.6% 1,444,502 $ 2,378 $ 2,379
---------- ---------
Bankers Trust Pyramid Equity
Index Fund* - 99.4% 424,119 $ 309,750 $ 419,305
---------- ---------
Pooled Corporate Obligations - 0.0% 583 $ 1 $ 1
---------- ---------
Domestic Corporate Obligations - 0.0%
Shoneys, Inc. 900 $ 1 $ 1
---------- ---------
Miscellaneous total - 0.0% 27 $ 1 $ 1
---------- ---------
Total Indexed Stock Fund - 100.0% $ 312,131 $ 421,687
---------- ---------
INTEREST INCOME FUND
<CAPTION>
Annuity Contracts with Insurance Companies - 97.2%: +
<S> <C> <C> <C>
Aetna Life Insurance Company
(8.58% - 9.81%) $ 84,254 $ 84,254 $ 84,254
Connecticut General Life Insurance
Company (8.26% - 8.85%) $ 20,897 $ 20,897 $ 20,897
Metropolitan Life Insurance Company
(8.20% - 9.47%) $ 110,004 $ 110,004 $ 110,004
The Mutual Benefit Life Insurance
Company (12.75%) $ 3,084 $ 3,084 $ 3,084
Provident National Insurance Company
(5.13% - 8.53%) $ 27,446 $ 27,446 $ 27,446
The Prudential Insurance
Company of America (8.10% - 9.35%) $ 113,391 $ 113,391 $ 113,391
</TABLE>
The notes on Sheet 7 are an integral part of this schedule.
<PAGE>
SCHEDULE I
SHEET 5 OF 7
BELLSOUTH MASTER SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, 1993
---------------------------------
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---------- ----------
INTEREST INCOME FUND (continued)
<S> <C> <C> <C>
Mutual New York Life Insurance
Company (5.39% - 8.97%) $ 87,985 $ 87,985 $ 87,985
Massachusetts Mutual (9.14% - 9.70%) $ 79,736 $ 79,736 $ 79,736
Hartford Life Insurance Company
(6.70% - 8.71%) $ 53,606 $ 53,606 $ 53,606
Pacific Mutual Life Insurance
Company (9.39%) $ 27,450 $ 27,450 $ 27,450
Commonwealth Life Insurance
Company (7.67% - 9.37%) $ 23,914 $ 23,914 $ 23,914
Confederation Life (8.45% - 9.44%) $ 42,374 $ 42,374 $ 42,374
Canada Life (7.79% - 9.58%) $ 15,403 $ 15,403 $ 15,403
Vanguard Fixed Rate GIC Trust III $ 400 $ 400 $ 400
Sun Life Assurance (5.79%) $ 10,308 $ 10,308 $ 10,308
Peoples Security Life
Insurance Company (5.03% - 8.21%) $ 30,944 $ 30,944 $ 30,944
State Mutual Life (8.68%) $ 10,647 $ 10,647 $ 10,647
IBM Credit Corp. (5.04% - 5.35%) $ 30,659 $ 30,659 $ 30,659
Bank of Switzerland (5.00%) $ 9,914 $ 9,914 $ 9,914
B T Basic (6.21%) $ 97,829 $ 97,829 $ 97,829
Provident Life & Accident $ 81,073 $ 81,073 $ 81,073
Life of Virginia $ 1,665 $ 1,665 $ 1,665
Allstate Life Insurance Co. (5.740%) $ 10,268 $ 10,268 $ 10,268
Group Annuity Contract #BDA (5.140%) $ 9,231 $ 9,231 $ 9,231
---------- ----------
$ 982,482 $ 982,482
---------- ----------
Temporary Cash Investments - 2.8% $ 16,964 $ 27,895 $ 27,934
---------- ----------
Total Interest Income Fund - 100.0% $1,010,377 $1,010,416
---------- ----------
</TABLE>
The notes on Sheet 7 are an integral part of this schedule.
<PAGE>
SCHEDULE I
SHEET 6 OF 7
BELLSOUTH MASTER SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, 1993
----------------------------------
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---------- ----------
LOAN FUND
<S> <C> <C> <C>
Loans to Participants - 100.0% $ 36,066 $ 36,066 $ 36,066
Temporary Cash Investments - 0% $ 13 $ 13 $ 13
---------- ----------
Total Loan Fund - 100.0% $ 36,079 $ 36,079
---------- ----------
<CAPTION>
EMPLOYEE STOCK OWNERSHIP PLAN
<S> <C> <C> <C>
Shares of BellSouth Common Stock* - 97.4% 18,319,636 $ 977,885 $1,060,995
---------- ----------
Temporary Cash Investments - 2.6% 17,503,538 $ 28,586 $ 28,823
---------- ----------
Total Employee Stock
Ownership Fund - 100.0% $1,006,471 $1,089,818
---------- ----------
TOTAL INVESTMENTS $3,492,070 $4,152,517
========== ==========
</TABLE>
The notes on Sheet 7 are an integral part of this schedule.
<PAGE>
SCHEDULE I
SHEET 7 OF 7
BELLSOUTH MASTER SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
NOTES
Percentages represent the percentage of the investments of each fund of the
Master Savings Trust.
* Investment represents 5% or more of the Net Assets of the Master Savings
Trust.
+ The contracts with these insurance companies (interest rates indicated in
parentheses) guarantee the repayment of principal and the crediting of
interest resulting in a composite effective annual interest rate of 7.72%
for the year 1993. The timing of the remittance of participating employee
contributions and other participating employee-directed transactions may
cause the actual yield to vary from this rate. The composite interest rate
is subject to annual adjustment.
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Exhibit 99c
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[X] Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
or
[_] Transition Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the transition Commission file
periodfrom ___ to ___ number 1-8607
BellSouth Enterprises Retirement Savings Plan
BELLSOUTH CORPORATION
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
Savings Plan Committee of the
BellSouth Enterprises Retirement Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the BellSouth Enterprises Retirement Savings Plan as of December
31, 1993 and 1992, the related statements of changes in net assets available
for plan benefits for each of the three years in the period ended December
31, 1993, and the accompanying schedule of investments of the BellSouth
Master Savings Trust as of December 31, 1993. These financial statements
and financial statement schedule are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the
Plan as of December 31, 1993 and 1992, and the changes in net assets
available for plan benefits for each of the three years in the period ended
December 31, 1993 in conformity with generally accepted accounting
principles. In addition, in our opinion, the financial statement schedule
referred to above, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information required to be included therein.
/s/ COOPERS & LYBRAND
Atlanta, Georgia
June 24, 1994
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of BellSouth Corporation on Form S-8 (File No. 33-26518) of our report dated
June 24, 1994, on our audits of the financial statements of the BellSouth
Enterprises Retirement Savings Plan as of December 31, 1993 and 1992, and
for each of the three years ended December 31, 1993, and the accompanying
financial statement schedule as of December 31, 1993, which report is
included in this Annual Report on Form 11-K.
/s/ COOPERS & LYBRAND
Atlanta, Georgia
June 24, 1994
<PAGE>
BELLSOUTH ENTERPRISES RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1993
(In Thousands)
<TABLE>
<CAPTION>
BellSouth Indexed Interest
ASSETS Stock Bond Stock Income Loan
Fund Fund Fund Fund Fund Total
-------- -------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Allocated share of trust net
assets $ 64,813 $ 15,121 $ 59,532 $ 68,714 $ 2,388 $210,568
Allotments and contributions receivable 1,595 230 906 358 - 3,089
Fund, BellSouth Management Savings and Employee
Stock Ownership Plan, BellSouth Savings and
Security Plan and other transfers
receivable - net - - - - 2,895 2,895
-------- -------- -------- -------- ------- --------
Total Assets 66,408 15,351 60,438 69,072 5,283 216,552
-------- -------- -------- -------- ------- --------
LIABILITIES
Distributions payable 474 48 218 1,334 403 2,477
Fund, BellSouth Management Savings and Employee
Stock Ownership Plan, BellSouth Savings and
Security Plan and other transfers payable - net 246 101 64 212 - 623
-------- -------- -------- -------- ------- --------
Total Liabilities 720 149 282 1,546 403 3,100
-------- -------- -------- -------- ------- --------
Net Assets Available for Plan
Benefits $ 65,688 $ 15,202 $ 60,156 $ 67,526 $ 4,880 $213,452
======== ======== ======== ======== ======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
BELLSOUTH ENTERPRISES RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1992
(In Thousands)
<TABLE>
<CAPTION>
ASSETS BellSouth Indexed Interest
Stock Bond Stock Income Loan
Fund Fund Fund Fund Fund Total
--------- -------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Allocated share of trust net
assets $ 44,263 $ 5,776 $ 20,705 $ 40,980 $ 2,398 $114,122
Allotments and contributions receivable 1,490 134 450 351 -- 2,425
Fund, BellSouth Management Savings and Employee
Stock Ownership Plan, BellSouth Savings and
Security Plan and other transfers
receivable -- net -- -- 413 -- -- 413
-------- -------- -------- -------- -------- --------
Total Assets 45,753 5,910 21,568 41,331 2,398 116,960
-------- -------- -------- -------- -------- --------
LIABILITIES
Distributions payable 83 18 55 81 (8) 229
Fund, BellSouth Management Savings and Employee
Stock Ownership Plan, BellSouth Savings and
Security Plan and other transfers payable -- net 279 1 -- 21 60 361
-------- -------- -------- -------- -------- --------
Total Liabilities 362 19 55 102 52 590
-------- -------- -------- -------- -------- --------
Net Assets Available for Plan
Benefits $ 45,391 $ 5,891 $ 21,513 $ 41,229 $ 2,346 $116,370
======== ======== ======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
BELLSOUTH ENTERPRISES RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1993
(In Thousands)
<TABLE>
<CAPTION>
BellSouth Indexed Interest
Stock Bond Stock Income Loan
Fund Fund Fund Fund Fund Total
------- ------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Net Assets Available for Plan Benefits,
December 31, 1992 $45,391 $ 5,891 $21,513 $ 41,229 $ 2,346 $116,370
------- ------- ------- -------- ------- --------
Employee contributions 5,969 1,780 7,892 4,748 - 20,389
Employing company contributions 9,856 79 349 210 - 10,494
Transfer of participants' balances - net (1,049) 6,692 28,376 20,585 2,532 57,136
------- ------- ------- -------- ------- --------
Allotments, Contributions and Transfers 14,776 8,551 36,617 25,543 2,532 88,019
Allocated share of Trust investment
activities 8,621 1,350 4,996 4,433 347 19,747
------- ------- ------- -------- ------- --------
Total Additions 23,397 9,901 41,613 29,976 2,879 107,766
------- ------- ------- -------- ------- --------
Less: Distributions to participants 3,100 590 2,970 3,679 345 10,684
------- ------- ------- -------- ------- --------
Net Assets Available for Plan Benefits,
December 31, 1993 $65,688 $15,202 $60,156 $67,526 $4,880 $213,452
======= ======= ======= ======== ======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
BELLSOUTH ENTERPRISES RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1992
(In Thousands)
<TABLE>
<CAPTION>
BellSouth Indexed Interest
Stock Bond Stock Income Loan
Fund Fund Fund Fund Fund Total
-------- ------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Net Assets Available for Plan Benefits,
December 31, 1991 $ 4,077 $ - $ 1,950 $ 6,046 $ 93 $ 12,166
-------- ------- ------- -------- ------- --------
Employee contributions 4,037 1,071 4,198 3,770 - 13,076
Employing company contributions 6,381 78 307 275 - 7,041
Transfer of participants' balances - net 30,739 4,661 14,665 29,983 2,245 82,293
-------- ------- ------- -------- ------- --------
Allotments, Contributions and Transfers 41,157 5,810 19,170 34,028 2,245 102,410
Allocated share of Trust investment
activities 2,218 391 1,428 2,763 - 6,800
-------- ------- ------- -------- ------- --------
Total Additions 43,375 6,201 20,598 36,791 2,245 109,210
-------- ------- ------- -------- ------- --------
Less: Distributions to participants 2,061 310 1,035 1,608 (8) 5,006
-------- ------- ------- -------- ------- --------
Net Assets Available for Plan Benefits,
December 31, 1992 $45,391 $ 5,891 $21,513 $ 41,229 $ 2,346 $116,370
======== ======= ======= ======== ======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
BELLSOUTH ENTERPRISES RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1991
(In Thousands)
<TABLE>
<CAPTION>
BellSouth Indexed Interest
Stock Stock Income Loan
Fund Fund Fund Fund Total
--------- ------- -------- ------ --------
<S> <C> <C> <C> <C> <C>
Net Assets Available for Plan Benefits,
December 31, 1990 $ 2,542 $ 1,153 $ 5,473 $ 49 $ 9,217
--------- ------- -------- ------ --------
Employee contributions 1,053 462 508 - 2,023
Employing company contributions 1,137 210 105 - 1,452
Transfer of participants' balances - net (368) (99) (148) 44 (571)
--------- ------- -------- ------ --------
Allotments, Contributions and Transfers 1,822 573 465 44 2,904
Allocated share of Trust investment
activities 19 359 446 - 824
--------- ------- -------- ------ --------
Total Additions 1,841 932 911 44 3,728
--------- ------- -------- ------ --------
Less: Distributions to participants 306 135 338 - 779
--------- ------- -------- ------ --------
Net Assets Available for Plan Benefits,
December 31, 1991 $ 4,077 $ 1,950 $ 6,046 $ 93 $12,166
========= ======= ======== ====== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. Plan Description (Dollars In Thousnds) -
The BellSouth Enterprises Retirement Savings Plan (the "Plan") was
established by BellSouth Corporation ("BellSouth") and BellSouth
Enterprises, Inc. ("BellSouth Enterprises"), a wholly-owned subsidiary of
BellSouth, to provide a convenient way for employees of BellSouth
Enterprises and certain subsidiaries of BellSouth Enterprises to save for
their retirement on a long-term basis. Eligible subsidiaries of BellSouth
Enterprises may adopt the Plan by execution of an Adoption Agreement, with
the consent of BellSouth Enterprises.
The assets of the Plan are held in the BellSouth Master Savings Trust (the
"Master Savings Trust") and are commingled with the assets of the BellSouth
Management Savings and Employee Stock Ownership Plan and the BellSouth
Savings and Security Plan for investment purposes.
Highlights of the Plan are described in the Prospectus/Summary Plan
Description, as supplemented ("SPD"), available to all participants. A copy
of the SPD can be obtained by calling the BellSouth Participant Service
Center at 1-800-995-1000. In addition, copies of the Plan, trust agreement
and other related documents which include all details of the Plan can be
obtained by writing to: Secretary, BellSouth Savings Plan Committee, Room
7B09, 1155 Peachtree Street, N.E., Atlanta, Georgia 30309-3610.
Assets of the TechSouth, Inc. Profit Sharing Plan and the Stevens Graphics,
Inc. Salaried Employees Savings and Investment Plan and Trust, predecessor
plans to the Plan, were transferred to the Master Savings Trust as Plan
assets during March 1990. Investments totaling $75,782.9 (other than
employee stock ownership plan ("ESOP") amounts) attributable to Plan
participants employed by BellSouth Enterprises were transferred from the
BellSouth Management Savings and Employee Stock Ownership Plan and the
BellSouth Savings and Security Plan to the Plan on January 1, 1992. ESOP
amounts for these participants were not transferred because the Plan does
not include an ESOP feature.
The following are the changes that were adopted during 1993:
Effective January 1, 1993, each participant's account is charged a
flat fee of $2.25 monthly for plan administrative expenses which
included recordkeeping, trustee, service center and other expenses.
The fee is based on annual plan administrative expenses and is split
proportionately among the participant's investment options. The annual
fee may change each year, depending on the shortfall or overage of
administrative expenses during the previous year and projected
expenses for the upcoming year.
Effective January 1, 1993, withdrawals and distributions eligible for
rollover into an Individual Retirement Account ("IRA") or the
qualified retirement plan of a new employer are eligible for direct
transfer from the Plan to the qualified plan. All such withdrawals and
distributions not transferred directly are subject to a 20% mandatory
federal income tax withholding rate. These plan changes were made to
conform with new IRS regulations effective January 1, 1993.
The following are changes that will affect plan participants effective
January 1, 1994 unless otherwise noted:
Participants will be able to direct their investment to a newly
established fund called the Balanced Fund ("BF"). The investment
objective of the BF is to allocate assets between stocks, bonds and
cash, and to alter the mix as necessary when market conditions change.
The fund will be actively managed by First Quadrant Corporation. The
equity portion will be invested in the Bankers Trust BT PYRAMID Equity
Index fund, which is measured against the S&P 500 index. The bond
portion will be invested in the Bankers Trust BT PYRAMID Broad Market
Fixed Income fund, which is measured against the Shearson Aggregate
Index. And, the cash will be invested in the Bankers Trust BT PYRAMID
Directed short term investment fund (STIF).
Effective July 15, 1994 participants will be able to transfer money
already in their savings plan funds to any of five mutual funds,
collectively referred to as the Mutual Fund Window (the "Window").
Participants will be able to transfer up to 100 percent of their
existing investment in the Interest Income Fund and up to 80 percent
of their existing investment in all other funds. Funds in the Window
are valued and may be traded on a daily basis.
<PAGE>
1. Plan Description - (continued)
The unit values of each Fund (BellSouth Stock Fund, Bond Fund, Indexed
Stock Fund and Interest Income Fund) of the Plan will be reunitized or
restated. Each fund will be given a "new start" beginning with a unit
value of 1.00000. At the same time, the number of units credited to
the participants' accounts will be increased, so that the number of
units owned equals the dollar amount invested as of January 1, 1994.
The annual administrative fee per participant will decrease from $27
to $22 in 1994. This fee will pay for up to four fund transfers, four
changes in how participant contributions are invested, and four
changes in the amount saved from each paycheck. More than four changes
in any category will cost an extra $2 per transaction. In addition, a
$6 charge will be applied for transactions made through a service
representative if these transactions can be made through the automated
voice response system ("VRS"). Participants will not be charged for
using a service representative to help with transactions that cannot
be handled through VRS.
Participants will be able to transfer balances between the Bond Fund
and the Interest Income Fund. Previously, this type of transfer was
restricted. Participants will not be able to transfer from and into
the same fund at the same time.
Participants who have retired or left the Company and have elected to
leave money in the Plan, will be able to make two (2) withdrawals per
year. There is no charge for the first withdrawal. But to cover
administrative costs, a $25 processing fee will be charged for the
second withdrawal. In addition, these participants will be able to get
money that remains in their accounts in two new ways; annual
installments for 10 years or a series of payouts for the rest of their
lives.
Bankers Trust Company is the Trustee for the Master Savings Trust.
Bankers Trust Company is also the Recordkeeper and Service Center
Provider for the Plan.
2. Accounting Policies -
The values of investments in the Master Savings Trust are determined
as follows:
Shares of BellSouth common stock and other securities listed on a
national stock exchange are valued on the basis of the closing price
per share on December 31, 1993 and December 31, 1992, as reported on
the New York Stock Exchange composite tape or, if no sales were made
on that date, at the closing price on the next preceding day on which
sales were made;
Over-the-counter securities are valued based on the bid prices on
December 31, 1993 and December 31, 1992 from published sources where
available and, if not available, from other sources considered
reliable; and
Contracts with insurance companies are valued at principal plus
reinvested interest.
Purchases and sales of securities are reflected as of the trade date.
Realized gains and losses on sales of investments are determined on the
basis of average cost.
Dividend income is recognized on the ex-dividend date. Interest earned
on investments is recognized on the accrual basis.
With respect to the 1993, 1992 and 1991 Master Trust investment activity
presented in Note 8, the net appreciation/(depreciation) in the fair value
of investments represents the sum of realized gains, net of realized losses
and the net change in unrealized appreciation on the investments.
<PAGE>
3. Units of the Plan -
Participants in the Plan can invest their contributions among the following
funds: the BellSouth Stock Fund, the Indexed Stock Fund, the Interest
Income Fund, the Bond Fund; beginning January 1, 1994, the Balanced Fund;
and, beginning July 15, the five mutual funds available through the Window.
The interest of a participant in each type of investment of the Plan is
represented by units as described in Section 8 of the Plan, except that the
interests in the mutual funds will be shown in dollars. The number and
value of units as of December 31, 1993 and December 31, 1992 were as
follows:
<TABLE>
<CAPTION>
December 31, 1993 December 31, 1992
----------------- -----------------
Type of Investment Number of Units Value per Unit Number of Units Value Per Unit
------------------ --------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
BellSouth Stock Fund 45,096,537 1.4466 36,685,975 $ 1.2293
Bond Fund 12,477,680 1.2111 5,410,763 1.0744
Indexed Stock Fund 35,049,334 1.7073 13,701,700 1.5477
Interest Income Fund 47,006,184 1.4354 30,581,746 1.3391
</TABLE>
The number and value of units by month for each fund during 1993 was as
follows:
<TABLE>
<CAPTION>
BellSouth Stock Bond Fund Indexed Stock Fund Interest Income
----------------------- ----------------------- ------------------------- -----------------------
Number Value Number Value Number Value Number Value
1993 of Units Per Unit of Units Per Unit of Units Per Unit of Units Per Unit
---- ---------- --------- ---------- --------- ---------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
January 36,977,798 $1.254825 10,544,216 $1.121155 30,445,916 $1.572744 44,450,275 $1.351106
February 37,314,025 1.374454 10,692,335 1.147245 31,041,427 1.593752 44,924,603 1.358475
March 38,971,221 1.370914 11,290,682 1.154090 32,263,104 1.627054 46,753,540 1.366561
April 40,027,267 1.303199 11,368,420 1.154541 32,426,748 1.577442 46,688,467 1.371385
May 41,686,807 1.276765 11,442,852 1.153348 32,824,384 1.617947 46,783,715 1.379619
June 41,928,492 1.360214 12,012,120 1.175326 33,236,930 1.622992 46,892,398 1.387140
July 42,410,178 1.439463 12,182,513 1.180996 33,800,742 1.616225 47,214,177 1.395440
August 42,480,411 1.463764 12,220,504 1.198704 33,971,051 1.676706 48,150,423 1.403327
September 42,674,634 1.497303 12,380,514 1.202607 33,958,109 1.663963 48,517,663 1.411218
October 43,375,438 1.569198 12,308,466 1.207614 34,441,413 1.698886 48,336,870 1.419390
November 44,477,060 1.429799 12,462,094 1.204264 34,721,248 1.683925 47,636,140 1.427370
December 45,096,537 1.446853 12,477,680 1.211072 35,049,334 1.707342 47,006,184 1.435436
</TABLE>
<PAGE>
3. Units of the Plan - (continued)
At December 31, 1993, the number of participants currently contributing to
the Plan by investment direction described in Section 7 of the Plan was as
follows:
<TABLE>
<CAPTION>
No.
Fund Description Participants
---------------- ------------
<S> <C>
Entirely in BellSouth Stock.............................................................................. 1,029
Entirely in Bond Fund.................................................................................... 93
Entirely in Indexed Stock................................................................................ 758
Entirely in Interest Income.............................................................................. 551
Equally in BellSouth Stock and Bond Fund................................................................. 155
Equally in BellSouth Stock and Indexed Stock............................................................. 576
Equally in BellSouth Stock and Interest Income .......................................................... 398
Equally in Bond Fund and Indexed Stock................................................................... 165
Equally in Bond Fund and Interest Income................................................................. 55
Equally in Indexed Stock and Interest Income............................................................. 402
Equally in BellSouth Stock, Bond Fund and Indexed Stock.................................................. 47
Equally in BellSouth Stock, Bond Fund and Interest Income................................................ 31
Equally in BellSouth Stock, Indexed Stock and Interest Income............................................ 170
Equally in Bond Fund, Indexed Stock Fund and Interest Income............................................. 45
Equally in BellSouth Stock, Bond Fund, Indexed Stock and Interest Income................................. 72
In various combinations of 10% increments................................................................ 1,209
-----
Total Participants 5,756
=====
</TABLE>
4. Tax Status -
The Internal Revenue Service has determined and informed the Company by
letter dated February 26, 1988, that the Plan and related trust meet the
requirements of Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), and is exempt from Federal Income Taxes under Section
501(a) of the Code. The Plan has been amended since receiving the
determination letter. However, the Plan administrator and the Plan's tax
counsel believe that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the Code.
For information on the Federal income tax effects on the employee with
respect to the Plan, participants should refer to the Plan Prospectus.
5. Contributions -
Participant contributions to the Plan are accrued based upon authorized
basic and supplemental contributions. An eligible employee may authorize a
basic maximum contribution of 6% of compensation. A supplemental
contribution of not more than 9% of compensation may be authorized by
participants electing the maximum 6% basic contribution. No more than 12%
may be contributed on a before-tax basis.
For the year ending December 31, 1993, participating company contributions
were accrued based on amounts equal to 100% of the first 2% of
participants' contributions and on amounts equal to 25% of the next 4% of
participants' contributions for Mobile Communications, BellSouth Advanced
Networks, BellSouth Information Networks, Cooperative Healthcare, Bellsouth
Systems Integration, Stevens Graphics and TechSouth. All other
participating companies' contributions equal to 50% of the next 4%.
Participating company matching contributions were allocated entirely to the
BellSouth Stock Fund. Participating company contributions reflect
reductions for forfeited contributions as described in the Plan document.
<PAGE>
5. Contributions (continued)-
Profit sharing contributions in the amount of $902,961, $954,981 and
$572,358 were made by participating companies to eligible participants for
the years ended December 31, 1993, 1992 and 1991, respectively.
Company contributions to the Plan will vest upon a participant's completion
of 3 years of vesting service. One year of vesting service is earned upon a
participant's completion of 1000 work hours during any year.
Effective January 1, 1992, contributions previously made to the BellSouth
Management Savings and Employee Stock Ownership Plan and the Savings and
Security Plan by certain employees of BellSouth Enterprises (other than
nonmanagement employees of BellSouth Advertising and Publishing Company)
are invested in the Plan. Employing Company Contributions made to the ESOP
for these participants prior to January 1, 1992 were not transferred but
are held either in the BellSouth Management Savings and Employee Stock
Ownership Plan or the Savings and Security Plan. These Employing Company
Contributions were not transferred because the Plan does not include an
ESOP feature (See Note 1).
6. Termination Priorities -
BellSouth intends to continue the Plan indefinitely but reserves the right
to terminate it or amend it. In the event the Plan is terminated, subject
to conditions set forth in the Employee Retirement Income Security Act of
1974, as amended, participants will receive written notification of plan
termination at least 30 days in advance. The Plan provides that the net
assets will be distributed to participating employees in an amount equal to
their respective interests in such assets.
7. Plan Expenses (Dollars In Thousands) -
Investment manager and insurance company management fees are paid by the
Master Savings Trust. Investment manager and insurance company management
fees included in allocated share of Trust investment activities in the 1993
RSP statement of changes in net assets were $35.2, $17.1 and $34.1 for the
Bond Fund, Indexed Stock Fund and Interest Income Fund, respectively.
Prior to January 1, 1993, expenses that related primarily to the costs of
administering the Plan were paid by the Plan. Effective January 1, 1993,
administrative expenses will be charged to the plan participants through a
flat fee (see Note 1).
8. Interest in BellSouth Master Savings Trust (Dollars In Thousands) -
The assets of the Plan are held primarily in the Master Savings Trust
effective May 1, 1989 and are commingled with the assets of the BellSouth
Management Savings and Employee Stock Ownership Plan and the BellSouth
Savings and Security Plan. The assets of the BellSouth Employee Stock
Ownership Plan ("PAYSOP") are held in a sub-trust of the Master Savings
Trust. This sub-trust is not included in the following Master Savings Trust
information.
The Plan's allocated share of the total net assets of all funds in the
Master Savings Trust at December 31, 1993 and 1992 was 6.8706% and 4.1720%,
respectively. The Plan's allocated share of the net assets of each fund in
the Master Savings Trust at December 31, 1993 and 1992 was as follows:
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
BellSouth Stock Fund....................... 4.50707% 3.49376%
Bond Fund.................................. 9.51907% 4.70023%
Indexed Stock Fund......................... 14.11932% 6.83979%
Interest Income Fund....................... 6.76312% 4.77109%
Loan Fund.................................. 6.65558% 7.77102%
</TABLE>
<PAGE>
8. Interest in BellSouth Master Savings Trust - (continued)
The financial position of the Master Savings Trust at December 31, 1993
and 1992 was as follows:
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Assets: Investments at value:
BellSouth Stock Fund:
BellSouth common shares................ $1,417,269 $ 1,262,233
Temporary cash investments............. 20,006 836
Bond Fund:
Securities............................. 155,211 122,130
Temporary cash investments............. 797 (1,383)
Indexed Stock Fund:
Equity Index Fund ..................... 419,305 302,462
Temporary cash investments............. 2,379 411
Interest Income Fund:
Contracts ............................. 982,482 858,123
Temporary cash investments............. 27,934 1,165
Loan Fund:
Loans to participants.................. 36,066 31,119
Temporary cash investments............. 13 43
Distributable shares............................ 1,234 4,238
Dividends and interest income receivable........ 2,930 2,320
--------- ---------
3,065,626 2,583,697
Liabilities:
Payable for investments purchased........... 724 299
--------- ---------
Allocated share of trust net assets
(excluding ESOP Trusts)......................... 3,064,902 2,583,398
Investment in ESOP Trusts:
BellSouth shares of common stock
allocated to participants...................... 352,067 237,116
Distributable shares........................... 86 97
BellSouth common shares held for
future allocation.............................. 708,842 684,943
Temporary cash investments..................... 28,823 22,732
--------- ---------
Total Investments................................. 4,154,720 3,528,286
Liabilities:
Notes payable................................... 734,598 769,857
--------- ---------
Net Investments........................ $3,420,122 $ 2,758,429
========== ===========
Investments at cost:.............................. $3,492,070 $ 3,156,479
========== ===========
</TABLE>
* Distributions payable in shares at year-end are reclassed from
BellSouth common shares and ESOP - BellSouth common shares held
for future allocation to the respective "Distributable Shares"
line.
. See Schedule I, BellSouth Master Savings Trust Schedule of Assets
Held for Investment Purposes.
<PAGE>
8. Interest in BellSouth Master Savings Trust (continued)
Assets in the BellSouth Stock Fund, Bond Fund and Indexed Stock Fund are
invested in securities which fluctuate in market value, and the values of
the units fluctuate as of the end of each month.
Assets in the Interest Income Fund are invested in a number of investment
contracts with diversified groups of high quality financial institutions.
The value of the Interest Income Fund is based upon the principal invested
and the interest credited, and the value of the units should increase as of
the end of each month. Since these contracts are unsecured general
obligations of such companies, their security is subject to the ability of
the insurance companies to repay their debts generally as they come due.
In three separate transactions during 1990, the BellSouth Management
Savings and Employee Stock Ownership Trust and the Savings and Security
ESOP Trust (the "ESOP Trusts") issued medium-term notes in the amount of
$550 million and $300 million, respectively, to fund the ESOP. Assets held
in each investment fund of the Plan, other than the assets held by the ESOP
Trusts described below, are unavailable to service the ESOP debt.
Assets held by the ESOP Trusts are generally unavailable to satisfy claims
of holders of debt securities issued by the ESOP Trusts to finance the
acquisition of common stock for the benefit of ESOP participants. The debt
securities are guaranteed by and are subject to direct recourse against
BellSouth. BellSouth contributes to the Trusts an amount necessary, net of
ESOP dividends and interest, to service the ESOP loan payments and to
purchase any additional shares required to meet the match obligation. Such
contributions are subject to the claims of such holders but are held at
BellSouth and paid to the ESOP Trust twice yearly to fund, on a same day
basis, required payments by the ESOP Trusts on the notes. Such
contributions would not remain in the Plan Trusts unless there were a
default on the debt securities by the ESOP Trustee after having received
the required contributions from BellSouth. Therefore, holders of the debt
securities should not rely on the assets of the ESOP Trusts in arriving at
an investment decision with respect to the debt securities. For the year
ended December 31, 1993, BellSouth made cash contributions to the ESOP
Trusts in the amount of $60,910 for the purpose of servicing the guaranteed
debt and cash contributions in the amount of $23,958 to purchase additional
shares to meet the match obligations and expects to make similar
contributions during the life of the Plan.
A description of each debt issue is as follows:
BellSouth Management Savings and Employee Stock Ownership Trust:
<TABLE>
<CAPTION>
Title Amount Interest Rate Due Date
----- ------ ------------- --------
<S> <C> <C> <C>
Amortizing Medium-Term Notes, Series A $275,000 9.125% July 1, 2003
Amortizing Medium-Term Notes, Series A $275,000 9.19% July 1, 2003
--------
Total $550,000
BellSouth Savings and Security ESOP Trust:
<CAPTION>
Title Amount Interest Rate Due Date
----- ------ ------------- --------
<S> <C> <C> <C>
Amortizing Medium-Term Notes, Series A $300,000 9.125% July 1, 2003
<CAPTION>
Maturities of the ESOP Trusts' long-term debt outstanding at December 31, 1993 are as follows:
1994 1995 1996 1997 1998 Thereafter Total
---- ---- ---- ---- ---- ---------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Maturities $40,699 $46,589 $52,977 $59,898 $67,418 $467,018 $734,599
======= ======= ======= ======= ======= ======== ========
</TABLE>
<PAGE>
8. Interest in BellSouth Master Savings Trust (continued)
Investment activities of the Master Savings Trust are allocated to the Plan
based upon the total of each individual plan participant's share of the
Master Savings Trust investment activities during the period ended December
31, 1993.
The Master Savings Trust investment activities for the fiscal year ended
December 31, 1993, 1992 and 1991 were as follows:
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Investment Activities:
Dividends on BellSouth Corporation common shares....... $ 118,094 $ 116,747 $ 114,302
Other dividends........................................ 0 5 0
Interest Income Fund income............................ 65,950 60,515 59,734
Other interest......................................... 11,917 8,987 7,510
Net change in unrealized appreciation.................. 292,122 (20,744) (76,057)
Net realized gain/(loss) on investments................ 31,658 33,416 13,490
Investment Manager Fees................................ (973) (1,144) (823)
--------- --------- ---------
Net investment activities................................... $ 518,768 $ 197,782 $ 118,156
========= ========= =========
</TABLE>
<PAGE>
SCHEDULE I
SHEET 1 OF 7
BELLSOUTH MASTER SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, 1993
---------------------------------
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---------- -------
<S> <C> <C> <C>
BELLSOUTH STOCK FUND
Shares of BellSouth common stock* - 98.6% 24,456,950 $ 951,414 $1,418,503
---------- ----------
Temporary Cash Investments - 1.4% 12,149,186 19,945 20,006
---------- ----------
Total BellSouth Stock Fund - 100.0% $ 971,359 $1,438,509
---------- ----------
<CAPTION>
BOND FUND
<S> <C> <C> <C>
U. S. Government Treasury Notes - 63.5%:
U. S. Treasury Notes, 7.750%, 03/31/96 $ 7,000 $ 7,677 $ 7,501
U. S. Treasury Notes, 7.675%, 05/31/96 $ 13,500 $ 14,748 $ 14,498
U. S. Treasury Notes, 6.875%, 04/30/97 $ 10,000 $ 10,810 $ 10,658
U. S. Treasury Notes, 5.875%, 05/15/95 $ 500 $ 513 $ 512
U. S. Treasury Notes, 4.625%, 08/15/95 $ 5,000 $ 5,076 $ 5,041
U. S. Treasury Notes, 5.125%, 11/15/95 $ 5,000 $ 5,087 $ 5,084
U. S. Treasury Notes, 4.125%, 06/30/95 $ 1,500 $ 1,505 $ 1,502
U. S. Treasury Notes, 4.250%, 07/31/95 $ 8,500 $ 8,519 $ 8,523
U. S. Treasury Notes, 8.125%, 02/15/98 $ 7,500 $ 8,568 $ 8,361
U. S. Treasury Notes, 8.875%, 07/15/95 $ 6,600 $ 7,242 $ 7,068
U. S. Treasury Notes, 9.250%, 01/15/96 $ 8,000 $ 9,037 $ 8,767
U. S. Treasury Notes, 8.000%, 10/15/96 $ 7,000 $ 7,768 $ 7,628
U. S. Treasury Notes, 8.000%, 01/15/97 $ 8,800 $ 9,771 $ 9,635
U. S. Treasury Notes, 8.500%, 11/15/95 $ 4,000 $ 4,436 $ 4,305
---------- ----------
$ 100,757 $ 99,083
---------- ----------
U. S. Government Treasury Bonds - 4.3%:
U. S. Treasury Bonds, 7.250%, 05/15/16 $ 5,250 $ 4,706 $ 5,677
U. S. Treasury Bonds, 7.125%, 02/15/23 $ 1,000 $ 1,071 $ 1,082
---------- ----------
$ 5,777 $ 6,759
---------- ----------
</TABLE>
The notes on Sheet 7 are an integral part of this schedule.
<PAGE>
SCHEDULE I
SHEET 2 OF 7
BELLSOUTH MASTER SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, 1993
---------------------------------
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---------- ----------
<S> <C> <C> <C>
BOND FUND (continued)
Domestic Corporate Obligations (continued):
Cleveland Elec. Illum. Co.
9.100%, 07/22/96 $ 400 $ 430 $ 428
Cleveland Elec. Illum. Co.
9.450%, 12/01/97 $ 1,000 $ 1,091 $ 1,095
Cleveland Elec. Illum. Co.
8.700%, 06/03/96 $ 4,600 $ 4,798 $ 4,865
Commonwealth Edison Co.
9.010%, 08/01/96 $ 1,000 $ 1,056 $ 1,091
Commonwealth Edison Co.
8.920%, 08/15/96 $ 1,000 $ 1,005 $ 1,089
Eastern Edison Co.
9.250%, 12/01/95 $ 2,000 $ 2,218 $ 2,159
Houston Inds Inc.
7.250%, 12/01/96 $ 1,500 $ 1,500 $ 1,581
Illinois Pwr. Co.
9.250%, 12/16/96 $ 2,000 $ 2,085 $ 2,218
Pacificorp Secd.
8.690%, 07/16/96 $ 2,000 $ 2,000 $ 2,182
Pennsylvania Elec. Co. Secd
7.450%, 10/28/96 $ 1,000 $ 1,000 $ 1,065
Virginia Elec. & Pwr. Co.
8.200%, 08/15/96 $ 1,000 $ 1,037 $ 1,075
Amax Inc.
9.875%, 06/13/01 $ 2,550 $ 2,670 $ 2,946
Commonwealth Edison Co.
9.050%, 08/01/96 $ 1,000 $ 1,080 $ 1,088
Hanna M A Co.
9.000%, 09/15/98 $ 1,000 $ 1,000 $ 1,093
International Business Machs Corp.
9.000%, 05/01/98 $ 1,500 $ 1,608 $ 1,580
Long Island Ltg. Co.
8.750%, 05/01/96 $ 2,250 $ 2,304 $ 2,418
</TABLE>
The notes on Sheet 7 are an integral part of this schedule.
<PAGE>
SCHEDULE I
SHEET 3 OF 7
BELLSOUTH MASTER SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, 1993
---------------------------------
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---------- ----------
BOND FUND (continued)
<S> <C> <C> <C>
McDermott Inc.
10.250%, 06/01/95 $ 3,000 $ 3,241 $ 3,190
USX-Marathon Group, Inc.
8.875%, 09/15/97 $ 1,000 $ 998 $ 1,067
USX Corp.
6.375%, 07/15/98 $ 2,500 $ 2,426 $ 2,440
Caterpillar Finl. Svcs. Corp.
7.140%, 03/13/95 $ 1,000 $ 1,023 $ 1,034
Caterpillar Finl. Svcs. Corp.
7.140%, 04/10/95 $ 2,100 $ 2,126 $ 2,169
Chrysler Finl. Corp.
6.000%, 04/15/96 $ 2,000 $ 2,058 $ 2,022
Ford Motor Cr. Co.
8.625%, 04/15/96 $ 2,500 $ 2,744 $ 2,699
General Mtr. Accep. Corp.
7.250%, 02/15/96 $ 2,500 $ 2,623 $ 2,606
General Mtr. Accep. Corp.
6.300%, 02/02/96 $ 700 $ 720 $ 717
General Mtr. Accep. Corp.
8.750%, 08/01/95 $ 3,250 $ 3,478 $ 3,448
---------- ----------
$ 48,319 $ 49,365
---------- ----------
Pooled Corporate Obligations - 0.0% 2,462 $ 4 $ 4
---------- ----------
Temporary Cash Investments - 0.5% 484,079 $ 796 $ 797
---------- ----------
Total Bond Fund - 100.0% $ 155,653 $ 156,008
---------- ----------
</TABLE>
The notes on Sheet 7 are an integral part of this schedule.
<PAGE>
SCHEDULE I
SHEET 4 OF 7
BELLSOUTH MASTER SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, 1993
--------------------------------
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---------- ---------
INDEXED STOCK FUND
<S> <C> <C> <C>
Bankers Trust Pyramid Cash Plus
Fund - 0.6% 1,444,502 $ 2,378 $ 2,379
---------- ---------
Bankers Trust Pyramid Equity
Index Fund* - 99.4% 424,119 $ 309,750 $ 419,305
---------- ---------
Pooled Corporate Obligations - 0.0% 583 $ 1 $ 1
---------- ---------
Domestic Corporate Obligations - 0.0%
Shoneys, Inc. 900 $ 1 $ 1
---------- ---------
Miscellaneous total - 0.0% 27 $ 1 $ 1
---------- ---------
Total Indexed Stock Fund - 100.0% $ 312,131 $ 421,687
---------- ---------
INTEREST INCOME FUND
<CAPTION>
Annuity Contracts with Insurance Companies - 97.2%: +
<S> <C> <C> <C>
Aetna Life Insurance Company
(8.58% - 9.81%) $ 84,254 $ 84,254 $ 84,254
Connecticut General Life Insurance
Company (8.26% - 8.85%) $ 20,897 $ 20,897 $ 20,897
Metropolitan Life Insurance Company
(8.20% - 9.47%) $ 110,004 $ 110,004 $ 110,004
The Mutual Benefit Life Insurance
Company (12.75%) $ 3,084 $ 3,084 $ 3,084
Provident National Insurance Company
(5.13% - 8.53%) $ 27,446 $ 27,446 $ 27,446
The Prudential Insurance
Company of America (8.10% - 9.35%) $ 113,391 $ 113,391 $ 113,391
</TABLE>
The notes on Sheet 7 are an integral part of this schedule.
<PAGE>
SCHEDULE I
SHEET 5 OF 7
BELLSOUTH MASTER SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, 1993
---------------------------------
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---------- ----------
INTEREST INCOME FUND (continued)
<S> <C> <C> <C>
Mutual New York Life Insurance
Company (5.39% - 8.97%) $ 87,985 $ 87,985 $ 87,985
Massachusetts Mutual (9.14% - 9.70%) $ 79,736 $ 79,736 $ 79,736
Hartford Life Insurance Company
(6.70% - 8.71%) $ 53,606 $ 53,606 $ 53,606
Pacific Mutual Life Insurance
Company (9.39%) $ 27,450 $ 27,450 $ 27,450
Commonwealth Life Insurance
Company (7.67% - 9.37%) $ 23,914 $ 23,914 $ 23,914
Confederation Life (8.45% - 9.44%) $ 42,374 $ 42,374 $ 42,374
Canada Life (7.79% - 9.58%) $ 15,403 $ 15,403 $ 15,403
Vanguard Fixed Rate GIC Trust III $ 400 $ 400 $ 400
Sun Life Assurance (5.79%) $ 10,308 $ 10,308 $ 10,308
Peoples Security Life
Insurance Company (5.03% - 8.21%) $ 30,944 $ 30,944 $ 30,944
State Mutual Life (8.68%) $ 10,647 $ 10,647 $ 10,647
IBM Credit Corp. (5.04% - 5.35%) $ 30,659 $ 30,659 $ 30,659
Bank of Switzerland (5.00%) $ 9,914 $ 9,914 $ 9,914
B T Basic (6.21%) $ 97,829 $ 97,829 $ 97,829
Provident Life & Accident $ 81,073 $ 81,073 $ 81,073
Life of Virginia $ 1,665 $ 1,665 $ 1,665
Allstate Life Insurance Co. (5.740%) $ 10,268 $ 10,268 $ 10,268
Group Annuity Contract #BDA (5.140%) $ 9,231 $ 9,231 $ 9,231
---------- ----------
$ 982,482 $ 982,482
---------- ----------
Temporary Cash Investments - 2.8% $ 16,964 $ 27,895 $ 27,934
---------- ----------
Total Interest Income Fund - 100.0% $1,010,377 $1,010,416
---------- ----------
</TABLE>
The notes on Sheet 7 are an integral part of this schedule.
<PAGE>
SCHEDULE I
SHEET 6 OF 7
BELLSOUTH MASTER SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, 1993
----------------------------------
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---------- ----------
LOAN FUND
<S> <C> <C> <C>
Loans to Participants - 100.0% $ 36,066 $ 36,066 $ 36,066
Temporary Cash Investments - 0% $ 13 $ 13 $ 13
---------- ----------
Total Loan Fund - 100.0% $ 36,079 $ 36,079
---------- ----------
<CAPTION>
EMPLOYEE STOCK OWNERSHIP PLAN
<S> <C> <C> <C>
Shares of BellSouth Common Stock* - 97.4% 18,319,636 $ 977,885 $1,060,995
---------- ----------
Temporary Cash Investments - 2.6% 17,503,538 $ 28,586 $ 28,823
---------- ----------
Total Employee Stock
Ownership Fund - 100.0% $1,006,471 $1,089,818
---------- ----------
TOTAL INVESTMENTS $3,492,070 $4,152,517
========== ==========
</TABLE>
The notes on Sheet 7 are an integral part of this schedule.
