Reg. No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BELLSOUTH CORPORATION
A Georgia I.R.S. Employer
Corporation No.
58-1533433
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
Telephone Number 404 249-2000
SHAREHOLDER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
AGENT FOR SERVICE Please send copies of all
communications to:
Blair S. Parrott C. B. Manning
BellSouth Corporation BellSouth Corporation
15G03 Campanile 1800 Campanile
1155 Peachtree Street, N.E. 1155 Peachtree Street,N.E.
Atlanta, Georgia 30309-3610 Atlanta, Georgia 30309-3610
404 249-5042 404 249-2700
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [X]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, please
check the following box. [ ]
If this Form is registering additional securities pursuant to Rule
462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [
] 33 - ___________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] 33 -
___________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
==================================================================
Title of each Proposed Proposed
class of Amount maximum maximum Amount of
securities to to be offering aggregate registra-
be registered regis- price per offering tion fee
Common Stock tered
par value 8,000,000 $72.688(3) $581,504,000(3) $200,519
$ 1 per shares (2)
share (1)
=====================================================================
1) Includes preferred stock purchase rights under the BellSouth
Corporation Shareholder Rights Agreement.
(2) If, prior to the completion of the distribution of the Common
Stock covered by this registration statement, additional shares of
Common Stock are issued or issuable as a result of a stock split or
stock dividend, this registration statement shall be deemed to
cover such additional shares resulting from the stock split or
stock dividend pursuant to Rule 416.
(3) Calculated based upon the average of the high and low prices
as reported by the New York Stock Exchange and published in the
Wall Street Journal as of a date within five (5) business days
prior to the date of filing this registration statement in
accordance with Rule 457(c).
Prospectus herein also relates to securities registered under
Registration Statement No. 33-49461 pursuant to Rule 429.
BELLSOUTH
PROSPECTUS
Shareholder Dividend Reinvestment and Stock Purchase Plan
12,000,000 Shares of Common Stock
The Shareholder Dividend Reinvestment and Stock Purchase Plan (the
"Plan" or "DRSPP") of BellSouth Corporation ("BellSouth") provides
shareholders of common stock (the "Common Stock") with a simple and
convenient method of purchasing additional Common Stock. Through the
Plan, a participant may have dividends paid on shares of Common Stock
automatically reinvested to purchase additional shares of Common
Stock. Participants may also make investments with optional cash
payments which will be used to purchase additional shares. Any
shareholder of record of Common Stock is eligible to join the Plan;
however, at the time of enrollment, shareholders must enroll a
minimum of ten shares or submit an optional cash payment sufficient
to meet the ten share minimum requirement.
Full investment of funds is possible because the Plan permits
fractions of shares, as well as whole shares, to be held in a
participant's Plan account. Participants will not incur any fees for
the purchase of Common Stock with reinvested dividends and optional
cash payments under the Plan. However, an allocable portion of
brokerage fees paid by BellSouth may be reported to Plan participants
as taxable income in the event BellSouth uses shares purchased in the
open market or otherwise to satisfy Plan requirements. Upon
termination from the Plan, a brokerage commission, termination fee,
and any tax withholdings required by law may be assessed to the
participant.
Shares of Common Stock purchased under the Plan will be registered in
the name of Chemical Bank (the "Agent"), and the participant's Plan
account will be credited for such shares. Certificates for such
shares are not issued unless requested in writing by the participant
subsequent to the purchase of such shares. DRSPP statements are sent
to participants following each investment to provide simplified
recordkeeping.
THIS PROSPECTUS CONTAINS MATERIAL CHANGES TO THE PLAN, EFFECTIVE JUNE
15, 1992. IT IS SUGGESTED THIS PROSPECTUS BE RETAINED FOR FUTURE
REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
May 15, 1992
BELLSOUTH CORPORATION
BellSouth was incorporated in 1983 under the laws of the State of
Georgia and has its principal executive offices at 1155 Peachtree
Street, N.E., Atlanta, Georgia 30367-6000, telephone number (404)
249-2000.
AVAILABLE INFORMATION
BellSouth is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and
in accordance therewith files reports and other information with
the Securities and Exchange Commission ("SEC"). Such reports and
other information filed by BellSouth can be inspected and copied at
the public reference facilities of the SEC, Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, DC 20549, as well as at
the following SEC Regional Offices: Room 1400, 75 Park Place, New
York, NY 10007 and Suite 1400, Northwestern Atrium Center, 500 West
Madison Street, Chicago, IL 60661-2511. Such material can also be
inspected at the New York, Boston, Midwest, Pacific and
Philadelphia Stock Exchanges. Copies can be obtained from the SEC
by mail at prescribed rates. Requests should be directed to the
SEC's Public Reference Section, Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, DC 20549.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by BellSouth with the SEC
(File No. 1-8607) and are incorporated herein by reference:
(1) BellSouth's Annual Report on Form 10-K for the
year ended December 31, 1991.
(2) BellSouth's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1992.
(3) BellSouth's Current Reports on Form 8-K for
January 23, 1992, March 17, 1992 and April 21, 1992.
All documents filed by BellSouth pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of
filing of such documents.
Copies of the above documents (excluding exhibits) may be
obtained upon oral or written request without charge from the
Secretary, BellSouth, Room 14B02, 1155 Peachtree Street, N.E.,
Atlanta, Georgia 30367-6000, telephone number (404) 249-2000.
THE PLAN
Purpose
The Plan provides BellSouth's shareholders with a simple and
convenient method of investing cash dividends and optional cash
payments in additional Common Stock. Common Stock may be
purchased with reinvested cash dividends on all or less than all
of the Common Stock registered in the participant's name.
Participants may also purchase Common Stock with optional cash
payments, subject to a minimum of $50 per payment, up to a total
of $100,000 per calendar year.
The Plan offers eligible shareholders an opportunity to invest
conveniently over the long-term. BellSouth reserves the right to
deny, suspend or terminate participation by a shareholder who is
using the Plan for purposes inconsistent with the intended
purpose of the Plan.
Administration
Chemical Bank has been designated by BellSouth to administer the
Plan for participants, to keep records, to send statements of
account to participants and to perform other duties relating to
the Plan. The address and telephone number for information about
the Plan are:
|
| | FOR INFORMATION ABOUT
|
| THE BELLSOUTH PLAN
|
|
|
| Call our toll free shareholder services number:
|
| 1-800-631-6001
|
|
|
| Outside the United States
| call collect: (212) 971-3305
|
| Optional Cash Payments, with checks payable to
| "BellSouth Corporation" in United States
dollars
| (please indicate your Plan account number on
check)
| and written notices and requests
| concerning the Plan should be
| mailed to:
|
| BellSouth Corporation
| Dividend Reinvestment
| P.O. Box 24611
|
| Church Street Station
|
| New York, New York 10249-0018
|
|
|
| Please include in your letter a telephone
number
| where you may be reached during business hours.
|
|
|
|
|
|
|
Participation
Any shareholder of record of Common Stock may, at any time, join
the Plan by signing an Authorization Form and returning it to the
Agent. However, a minimum of ten shares must be enrolled and
maintained in the Plan. An Authorization Form may be obtained by
contacting the Agent. Shareholders with less than the ten share
minimum may, at the time of enrollment, make an optional cash
payment sufficient to meet the ten share minimum requirement.
Shareholders who own Common Stock through a brokerage account may
have to coordinate participation in the Plan with their broker.
Investment Options
The Authorization Form provides for the purchase of additional
shares of Common Stock through the following investment options
offered under the Plan:
FULL DIVIDEND REINVESTMENT - Reinvest cash dividends on all
shares owned by a participant, including shares held in the
Plan.
PARTIAL DIVIDEND REINVESTMENT - Reinvest cash dividends on a
specified number of shares (not less than 10) owned by the
participant including shares held in the Plan. The
participant will continue to receive a check for the cash
dividends paid on any shares not enrolled in the Plan.
All participants may make optional cash payments of up to a total
of $100,000 during each calendar year; however, each payment
(check or money order) must be at least $50, made payable to
BellSouth in United States dollars.
Changing Investment Options
A participant may change the investment option at any time by
signing a new Authorization Form and returning it to the Agent.
An Authorization Form may be obtained by contacting the Agent.
The completed form must be received by the Agent no later than
the dividend record date to be effective for that dividend.
Reinvestment of Dividends
To begin reinvestment of dividends under either the Full or
Partial Dividend Reinvestment option, the Authorization Form must
be received by the Agent no later than the dividend record date
to be effective for that dividend. The dividend record date set
by the BellSouth Board of Directors has been generally about 20
days prior to the dividend payment date. Dividends have
historically been paid on the first business day of February,
May, August and November; however, such dates are subject to
change at the discretion of the BellSouth Board of Directors.
If the Authorization Form is not received by the dividend record
date, the dividend may be paid in cash.
Optional Cash Payments
Optional Cash Payments may be initiated by enclosing a check or
money order (for at least the minimum amount of $50, made payable
to "BellSouth Corporation" in United States dollars) with the
completed Authorization Form.
Optional cash payments received by the Agent on or before the
third business day prior to the end of a month will be invested
no later than the second business day of the following month.
While optional cash payments may be mailed to the Agent at any
time, shares for participants are purchased on a monthly basis
only. Such purchases are based on a specified dollar amount
rather than a specified number of shares. All checks for
optional cash payments are deposited by the Agent upon receipt
except for postdated checks which will be returned to the
participant. No interest will be paid on optional cash payments
held by the Agent pending investment. Participants making
optional cash payments will receive a DRSPP statement showing the
purchase price and number of shares, full and fractional,
purchased.
Each optional cash payment must be at least $50, and all optional
cash payments may not exceed a total of $100,000 during each
calendar year. The calendar year limitation is based on when
optional cash payments are received by the Agent and not when
they are used to purchase shares. Optional cash payments in
excess of the limit for the calendar year or below the minimum
limit of $50 will be returned.
Shares purchased on behalf of a participant prior to a dividend
record date will be entitled to receive the dividend.
PURCHASES
At the discretion of BellSouth, Common Stock purchased with
reinvested dividends or optional cash payments may be (1)
authorized but unissued or treasury shares issued by BellSouth
directly to the Plan or (2) shares purchased in the open market
or otherwise and sold/contributed to the Plan, or both.
Pricing of Shares
If the shares have been purchased in the open market or otherwise
for sale to Plan participants, the price per share of Common
Stock purchased with reinvested dividends or optional cash
payments will be the average cost of all such purchases made to
satisfy Plan requirements during the purchase period.
If the BellSouth shares are from authorized but unissued or
treasury shares, the price per share of Common Stock purchased
with reinvested dividends or optional cash payments will be the
average of the daily high and low sale prices of the Common Stock
reported on the New York Stock Exchange ("NYSE") Composite
Transactions listing on the trading day before the day of
purchase, the day of purchase and the day following the day of
purchase. If there is no trading in the shares on the NYSE for a
substantial amount of time during any day of the pricing period,
the purchase price shall be determined by BellSouth on the basis
of such market quotations as it shall deem appropriate.
Timing and Allocation of Purchases
All optional cash payments received by the Agent on or before the
third business day prior to the end of a month will be used to
purchase Common Stock no later than the second business day of
the following month. Such Common Stock will be allocated to a
participant's Plan account as of the first business day of that
month. Cash dividends on Common Stock enrolled in the
Plan will be applied by the Agent to the purchase of additional
shares of Common Stock, and such Common Stock will be allocated
to a participant's Plan account as of dividend payment dates, or
as of the first business day thereafter if the dividend payment
date is not a business day. Each participant's account will be
credited with the number of shares, full and fractional, equal to
the amount of money to be invested divided by the applicable
purchase price. The number of shares purchased with cash
dividends and optional cash payments cannot be determined until
either the purchases have been completed or the end of the
pricing period.
COSTS OF PARTICIPATION
For participants, the cost of investing in additional shares is
the price of the shares purchased. However, in the event that
BellSouth uses shares purchased, in the open market or otherwise,
to satisfy Plan requirements, an allocable portion of brokerage
fees paid by BellSouth may be reported to the participants as
taxable income. Also, if a participant sells shares upon
termination from the Plan, a brokerage commission, termination
fee, and any tax withholding required by law may be assessed to
the terminating participant.
REPORTS TO PARTICIPANTS
Participants in the Plan will be sent a DRSPP statement following
each transaction showing the number of shares, full and
fractional, held in the Plan account, amounts invested, purchase
prices, shares purchased and other year to date information. In
addition, Plan participants will receive copies of the same
communications sent to every other shareholder, including
BellSouth's Quarterly Newsletter, Annual Report and a Notice of
Annual Meeting and Proxy Statement.
STOCK CERTIFICATES
Custody
A participant may elect to have the Agent hold any certificates
evidencing shares whose dividends are being currently reinvested
under the Plan or are being enrolled in the Plan. Upon receipt
of such certificates, the Agent will register the shares in its
name, or in that of its nominee, and credit the participant's
Plan account. At the time of enrollment, participants who wish
to have their certificates held by the Agent should mail their
unendorsed certificates to the Agent, accompanied by an
Authorization Form.
Participants already enrolled in the Plan who wish to have their
certificates held by the Agent should send their certificates along
with the tear-off form on the bottom of the DRSPP statement. DRSPP
statements are mailed to participants after each investment. The
Agent urges that certificates be sent by registered mail.
Common Stock purchased under the Plan will be credited to the
participant's account. Certificates for such shares will not be
issued to participants unless requested.
Issuance of Certificates
Certificates for any number of whole shares held in a Plan account
will be issued within two weeks after the Agent receives a written
request signed by the participants. The Agent may, at its
discretion, accept this request by telephone. Certificates for a
fractional share will not be issued under any circumstances.
Certificates for whole shares issued to a participant will be
registered in the names on the Plan account. Such issuance will
not result in termination or modification of participation in the
Plan. Regardless of the issuance of any certificates, the
participant will continue to have dividends reinvested on shares as
directed pursuant to the most recent Authorization Form submitted
to the Agent.
DISPOSITION OF SHARES
Partial Sales
If a participant enrolled in either the full or partial dividend
reinvestment option sells a portion of shares from the Plan, a
minimum of ten shares must remain in the Plan or the Agent may
terminate the Plan account.
If a participant enrolled in the full dividend reinvestment option
sells a portion of the shares held in certificate form or in a
participant's Plan account, then such sale will not result in the
modification or termination of participation in the Plan.
If a participant enrolled in the partial dividend reinvestment
option sells a portion of the shares and the total shares owned by
that participant drops below the number of shares authorized for
partial reinvestment, then cash dividends will be reinvested on
those shares remaining. Subsequent sales or transfers will further
reduce the number of shares on which cash dividends are reinvested.
Additional purchases of shares by the participant will increase the
number of shares on which cash dividends are reinvested up to the
number of shares originally authorized for reinvestment. For
example, if a participant who authorized the reinvestment of cash
dividends on 50 of 100 total shares owned subsequently disposes of
25 shares, cash dividends will continue to be reinvested on the 50
authorized shares. If instead, the participant disposes of 75
shares, then cash dividends would continue to be reinvested on the
remaining 25 shares. However, if the participant subsequently
purchases an additional 200 shares, then cash dividends would be
reinvested on the 50 shares originally authorized, and a check
would be issued for the cash dividends on the remaining 175 shares.
The number of shares originally authorized for reinvestment will
not be changed unless a new Authorization Form is completed by the
participant and received by the Agent.
TERMINATING A PLAN ACCOUNT
Issuance of Shares
Participants may terminate their Plan account and have a
certificate issued for their whole shares of Common Stock.
Participants will receive cash for the value of the fractional
share held in their Plan account, less any brokerage commission,
termination fee, and any tax withholding required by law.
To terminate a participant's Plan account and have shares issued in
certificate form, the participant must notify the Agent in writing,
although the Agent may, at its discretion, accept termination
instructions by telephone. Such notice must inform the Agent as to
the number of shares to be issued.
If a participant's request to terminate participation in the Plan
is received after the record date for a dividend payment, such
termination may not be effective for the upcoming dividend payment.
Sale of Shares
Upon termination, the participant may request that all or a portion
of the shares, including any fractional shares held in the Plan
account, be sold. Upon receipt of the written request, the sale
normally will be made for the Plan account within five business
days following receipt of the request by the Agent. The sale price
of the shares to be sold will be the market price at the point in
time the shares are sold by the Agent. The proceeds of the sale,
less any brokerage commission, termination fee and any tax
withholding required by law, will be forwarded to the participant
within approximately three weeks.
Other Termination
BellSouth may, at its discretion, terminate a participant's Plan
account if that account contains less than ten shares. In
addition, BellSouth reserves the right to terminate or amend the
Plan at any time.
TAX INFORMATION
In the opinion of BellSouth, the Federal income tax consequences
for Plan participants are as follows:
(1) A participant in the Plan will be treated for
Federal income tax purposes as having received, on the
dividend payment date, a dividend in an amount equal to
the price per share (as described in the provisions of
"Pricing of Shares" above) multiplied by the number of
shares purchased with reinvested dividends. A
participant will be provided with information
concerning the price per share in the participant's
DRSPP statement.
(2) To the extent shares are purchased in the open
market either with reinvested dividends or optional
cash payments, brokerage commissions paid by BellSouth
on a participant's behalf are treated as distributions
subject to Federal income tax.
(3) The tax basis per share of Common Stock acquired
from BellSouth under the Plan is (a) the amount treated
as a dividend divided by the number of shares purchased
in the case of shares purchased with reinvested
dividends and (b) the purchase price per share in the
case of shares purchased with optional cash payments.
The tax basis per share of Common Stock purchased in
market transactions under the Plan is the same as in
the preceding sentence, increased by the pro rata
amount of any brokerage charges paid by BellSouth on
the participant's behalf.
(4) A participant's holding period for shares of
Common Stock acquired pursuant to the Plan will begin
on the date following the day on which such shares are
credited to the participant's account.
(5) A participant will not realize any taxable income
when the participant receives certificates for whole
shares held in the participant's Plan account, either
upon the participant's request for certain of those
shares or upon termination of participation in or
termination of the Plan.
(6) A participant will realize a gain or loss when
shares are sold or exchanged, whether pursuant to the
participant's request upon termination of participation
in the Plan or by the participant after receipt of
shares from the Plan, and, in the case of a fractional
share, when the participant receives a cash payment for
a fraction of a share held in the participant's Plan
account upon termination of participation in or
termination of the Plan; and the amount of such gain or
loss will be the difference between the amount which
the participant receives for the shares or fraction of
a share and the tax basis thereof.
The above discussion is based on current Federal income tax law.
The law governing the Federal income taxation of dividends and
distributions with respect to stock is constantly changing as a
result of amendments to the Internal Revenue Code, changes in
regulations and Internal Revenue Service
administrative policies and judicial decisions. Accordingly, no
assurance can be given that currently existing tax authorities
will not change in a way that would adversely affect the Plan and
its participants.
BELLSOUTH EXPECTS AND STRONGLY ENCOURAGES PLAN PARTICIPANTS TO D
ISCUSS
THE TAX CONSEQUENCES OF PLAN PARTICIPATION WITH THEIR TAX ADVISO
R.
If a participant has failed to furnish a valid taxpayer
identification number or furnished an obviously incorrect number
to the Agent, unless the participant is exempt from the
withholding requirements described in section 3406 of the
Internal Revenue Code, then the Agent must withhold 20% from the
amount of Common Stock dividends, and/or the proceeds of the sale
of the full and fractional shares. In addition, if a new
participant fails to certify that such participant is not subject
to withholding on interest and dividend payments as a result of
failure to report all interest or dividend income on prior tax
returns, then 20% must be withheld from the amount of Common
Stock dividends. The withheld amount will be deducted from the
amount of dividends, and the remaining amount will be reinvested.
In the case of those foreign shareholders whose Common Stock
dividends are subject to United States income tax withholding,
the amount of tax to be withheld will be deducted from the amount
of Common Stock dividends, and the remaining amount of dividends
will be reinvested. In the case of those foreign shareholders
whose proceeds are subject to withholding, the amount of tax to
be withheld will be deducted from the proceeds from the sale of
shares.
OTHER INFORMATION
Stock Splits or Dividends
The number of shares of Common Stock enrolled in the Plan and the
minimum number of shares required for Plan participation will be
appropriately adjusted for any stock splits or stock dividends.
Voting
The participant will be sent proxy materials including a proxy
card representing both the shares for which the participant holds
certificates and the shares, full and fractional, held by the
Agent in the participant's Plan account. Such proxy will be
voted as indicated by the participant on the proxy. If the proxy
card is not returned or if it is returned unsigned by the
registered owner(s), none of the participant's shares will be
voted.
RESPONSIBILITIES OF BELLSOUTH AND THE AGENT
Neither BellSouth nor the Agent, in administering the Plan, will
be liable for any act done in good faith or for any good faith
omission to act, including, without limitation, negligent acts or
omissions or any claim of liability arising out of failure to
terminate a participant's Plan account upon such participant's
death prior to receipt of notice in writing of such death.
Participants should recognize that BellSouth cannot assure them
of a profit or protect them against a loss on the shares
purchased by them under the Plan.
Although the Plan contemplates the continuation of quarterly
dividend payments, the payment of dividends is at the discretion
of BellSouth's Board of Directors and will depend upon future
earnings, the financial condition of BellSouth and other factors.
The amount and timing of dividends may be changed at any time
without notice.
BellSouth reserves the right to suspend, modify or terminate the
Plan at any time. All participants will receive notice of any
such suspension modification or termination. Upon termination of
the Plan by BellSouth, certificates for whole shares held in a
participant's Plan account will be issued and a cash payment will
be made for any fraction of a share.
USE OF PROCEEDS
The amount of capital to be provided during 1992 and subsequent
years cannot be determined and will vary as participation in the
Plan changes and to the extent that BellSouth may, from time to
time, fund the Plan with shares purchased in the open market or
otherwise. Proceeds from the Plan have been, and will continue
to be, used for general corporate purposes, including advances to
or investments in subsidiary companies.
INDEPENDENT ACCOUNTANTS
The financial statements of BellSouth and its subsidiaries
incorporated by reference in BellSouth's Annual Report on Form
10-K for the year ended December 31, 1991, and incorporated by
reference herein, have been audited by Coopers & Lybrand,
independent accountants, to the extent and for the periods
indicated in their report relating to such financial statements,
which report is given upon their authority as experts in auditing
and accounting.
Future financial statements of BellSouth and the reports of
Coopers & Lybrand thereon which are incorporated by reference in
this Prospectus are so incorporated in reliance upon the reports
of Coopers & Lybrand given upon their authority as experts in
auditing and accounting to the extent that Coopers & Lybrand have
audited such financial statements and consented to the use of
their reports thereon.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
As authorized by the Georgia Business Corporation Code (the
"GBCC"), BellSouth's Restated Articles of Incorporation limit the
monetary liability of its directors to BellSouth or its
shareholders for any breach of their duty of care or any other
duty as a director except (i) for misappropriation of any
business opportunity of BellSouth (ii) for acts or omissions not
in good faith or which constitute intentional misconduct or a
knowing violation of law, (iii) for liability for certain
unlawful distributions, or (iv) for any transaction from which
the director derived an improper personal benefit.
As authorized by the GBCC, the shareholder of BellSouth has
adopted an amendment to the By-laws expanding directors and
officers indemnification rights and approved a form of Indemnity
Agreement which BellSouth may enter with its directors or
officers. A person with whom BellSouth has entered into such an
Indemnity Agreement (an "Indemnitee") shall be indemnified
against liabilities and expenses related to such person's
capacity as an officer or director or to capacities served with
other entities at the request of BellSouth, except for claims
excepted from the limited liability provisions described above.
An Indemnitee is also entitled to the benefits of any directors'
and officers' liability insurance policy maintained for BellSouth
and in the event of a "change in control" of BellSouth,
obligations under the Indemnity Agreement will be secured with a
letter of credit in favor of the Indemnitee in an amount of not
less than $1,000,000. BellSouth has entered into Indemnity
Agreements with each of its directors.
The GBCC generally empowers a corporation, without shareholder
approval, to indemnify directors against liabilities in
proceedings to which they are named by reason of serving as a
director of the corporation, if such person acted in a manner
believed in good faith to be in or not opposed to the best
interests of the corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe his conduct was
unlawful. Without shareholder approval, indemnification is not
permitted of a director adjudged liable to the corporation in a
proceeding by or in the right of the corporation or a proceeding
in which the director is adjudged liable based on a personal
benefit improperly received, absent judicial determination that,
in view of the circumstances, such person is fairly and
reasonably entitled to indemnification of reasonable expenses
incurred.
The GBCC permits indemnification and advancement of expenses to
officers who are not directors, to the extent consistent with
public policy. The GBCC provides for mandatory indemnification
of directors and officers who are successful in defending against
any proceeding to which they are named because of their serving
in such capacity.
BellSouth's By-laws also provide that BellSouth shall indemnify
any person made or threatened to be made a party to any action
(including any action by or in the right of BellSouth) by reason
of service as a director or officer of BellSouth (or of another
entity at BellSouth's request), against liabilities and expenses
if he acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of BellSouth (and with
respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful), to the maximum extent
permitted by the GBCC.
The general limitations in the GBCC as to indemnification may be
superseded to the extent of the limited liability provisions
(with respect to directors) and
the Indemnity Agreements, as authorized by the shareholders and
as described above.
The directors and officers of BellSouth are covered by liability
insurance policies pursuant to which (a) they are insured against
loss arising from certain claims made against them, jointly or
severally, during the policy period for any actual or alleged
breach of duty, neglect, error, misstatement, misleading
statements, omission or other wrongful act and (b) BellSouth is
entitled to have paid by the insurers, or to have the insurers
reimburse BellSouth for amounts paid by it, in respect of such
claims if BellSouth is required to indemnify officers and
directors for such claims.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling BellSouth pursuant to the foregoing provisions,
BellSouth has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act
and is therefore unenforceable.
BELLSOUTH
TABLE OF CONTENTS PROSPECTUS
Page
BELLSOUTH CORPORATION SHAREHOLDER DIVIDEND
AVAILABLE INFORMATION REINVESTMENT AND
INCORPORATION OF DOCUMENTS BY REFERENCE STOCK PURCHASE PLAN
THE PLAN
Purpose
Administration
Participation
Investment Options
Changing Investment Options
Reinvestment of Dividends
Optional Cash Payments
PURCHASES
Pricing of Shares
Timing and Allocation of Purchases
COSTS OF PARTICIPATION
REPORTS TO PARTICIPANTS
STOCK CERTIFICATES
Custody
Issuance of Certificates
DISPOSITION OF SHARES
Partial Sales
TERMINATING A PLAN ACCOUNT
Issuance of Shares
Sale of Shares
Other Termination
TAX INFORMATION
OTHER INFORMATION
Stock Splits or Dividends
Voting
RESPONSIBILITIES OF BELLSOUTH AND THE AGENT
USE OF PROCEEDS
INDEPENDENT ACCOUNTANTS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
No person has been authorized to give any
information or to make any representations not
contained in this Prospectus in connection with
the offer contained in this Prospectus, and if
given or made, such information or representations
must not be relied upon as having been authorized
by BellSouth Corporation. Dated
May 15, 1992
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration Fee.......................$200,519
Accountants'Fees ...................... 3,500*
Miscellaneous Expenses................. 10,000*
Blue Sky Fees and Expenses............. 15,000*
Total..................................$229,019*
* Estimated. Total expenses exclude an estimated
$1,800,000 of annual recurring costs for the
operation of the Plan.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
As authorized by the Georgia Business Corporation Code (the
"GBCC"), BellSouth's Restated Articles of Incorporation limit the
monetary liability of its directors to BellSouth or its
shareholders for any breach of their duty of care or any other
duty as a director except (i) for misappropriation of any
business opportunity of BellSouth (ii) for acts or omissions not
in good faith or which constitute intentional misconduct or a
knowing violation of law, (iii) for liability for certain
unlawful distributions, or (iv) for any transaction from which
the director derived an improper personal benefit.
As authorized by the GBCC, the shareholders of BellSouth have
adopted an amendment to the By-laws expanding directors and
officers indemnification rights and approved a form of Indemnity
Agreement which BellSouth may enter with its directors or
officers. A person with whom BellSouth has entered into such an
Indemnity Agreement (an "Indemnitee") shall be indemnified
against liabilities and expenses related to such person's
capacity as an officer or director or to capacities served with
other entities at the request of BellSouth, except for claims
excepted from the limited liability provisions described above.
An Indemnitee is also entitled to the benefits of any directors'
and officers' liability insurance policy maintained for BellSouth
and in the event of a "change in control" of BellSouth,
obligations under the Indemnity Agreement will be secured with a
letter of credit in favor of the Indemnitee in an amount of not
less than $1,000,000. BellSouth has entered into Indemnity
Agreements with each of its directors.
The GBCC generally empowers a corporation, without shareholder
approval, to indemnify directors against liabilities in
proceedings to which they are named by reason of serving as a
director of the corporation, if such person acted in a manner
believed in good faith to be in or not opposed to the best
interests of the corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe his conduct was
unlawful. Without shareholder approval, indemnification is not
permitted of a director adjudged liable to the corporation in a
proceeding by or in the right of the corporation or a proceeding
in which the director is adjudged liable based on a personal
benefit improperly received, absent judicial determination that,
in view of the circumstances, such person is fairly and
reasonably entitled to indemnification of reasonable expenses
incurred.
The GBCC permits indemnification and advancement of expenses to
officers who are not directors, to the extent consistent with
public policy. The GBCC provides for mandatory indemnification
of directors and officers who are successful in defending against
any proceeding to which they are named because of their serving
in such capacity.
BellSouth's By-laws also provide that BellSouth shall indemnify
any person made or threatened to be made a party to any action
(including any action by or in the right of BellSouth) by reason
of service as a director or officer of BellSouth (or of another
entity at BellSouth's request), against liabilities and expenses
if he acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of BellSouth (and with
respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful), to the maximum extent
permitted by the GBCC.
The general limitations in the GBCC as to indemnification may be
superseded to the extent of the limited liability provisions
(with respect to directors) and the Indemnity Agreements, as
authorized by the shareholders and as described above.
The directors and officers of BellSouth are covered by liability
insurance policies pursuant to which (a) they are insured against
loss arising from certain claims made against them, jointly or
severally, during the policy period for any actual or alleged
breach of duty, neglect, error, misstatement, misleading
statements, omission or other wrongful act and (b) BellSouth is
entitled to have paid by the insurers, or to have the insurers
reimburse BellSouth for amounts paid by it, in respect of such
claims if BellSouth is required to indemnify officers and
directors for such claims.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, (the "Securities Act"), which
may be permitted to directors, officers or persons controlling
BellSouth pursuant to the foregoing provisions, BellSouth has
been informed that in the opinion of the SEC such indemnification
is against public policy as expressed in the Act and is therefore
unenforceable.
ITEM 16. EXHIBITS.
Exhibits identified in parentheses below, on file with the SEC,
are incorporated herein by reference as exhibits hereto.
Exhibit
Number
4 Articles of Incorporation of BellSouth (Exhibit 3a
to Form 10-K for the year ended December 31, 1990).
4-a BellSouth Corporation Shareholder Rights
Agreement (Exhibit 4-b to Form 8-K for November 27,
1989).
4-b Articles of Amendment to Articles of
Incorporation of BellSouth Corporation.
5 Opinion of Walter H. Alford as to the
legality of the securities to be issued.
23-a Consent of Coopers & Lybrand L.L.P.,
independent accountants.
23-b Consent of Walter H. Alford is contained in
the opinion of counsel filed as Exhibit 5.
24 Powers of Attorney executed by officers and
directors of BellSouth who signed this Registration
Statement.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Atlanta and State of Georgia, on the 2nd day of
October 1995.
BELLSOUTH CORPORATION
By _/S/ARLEN G. YOKLEY
Arlen G. Yokley
Vice President, Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
PRINCIPAL EXECUTIVE OFFICER:
John L. Clendenin*
Chairman of the Board and
Chief Executive Officer
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
Ronald M. Dykes*
Vice President, Chief Financial Officer and Comptroller
DIRECTORS:
F. Duane Ackerman* Phyllis Burke Davis*
Reuben V. Anderson* John G. Medlin, Jr.*
James H. Blanchard* Robin B. Smith*
J. Hyatt Brown* C. Dixon Spangler, Jr.*
John L. Clendenin* Ronald A. Terry*
Armando M. Codina* Thomas R. Williams*
Marshall M. Criser* J. Tylee Wilson*
*By /S/ARLEN G. YOKLEY
Arlen G. Yokley
(As Attorney-in-Fact)
October 2, 1995
* by power of attorney
EXHIBIT INDEX
Exhibit
Number
4 Articles of Incorporation of BellSouth (Exhibit 3a
to Form 10-K for the year ended December 31, 1990).
4-a BellSouth Corporation Shareholder Rights
Agreement (Exhibit 4-b to Form 8-K for November 27,
1989).
4-b Articles of Amendment to Articles of
Incorporation of BellSouth Corporation.
5 Opinion of Walter H. Alford as to the
legality of the securities to be issued.
23-a Consent of Coopers & Lybrand L.L.P.,
independent accountants.
23-b Consent of Walter H. Alford is contained in
the opinion of counsel filed as Exhibit 5.
24 Powers of Attorney executed by officers and
directors of BellSouth who signed this Registration
Statement.
EXHIBIT 4-b
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
BELLSOUTH CORPORATION
Pursuant to Section 14-2-602(d) of the Georgia Business
Corporation Code, BellSouth Corporation (the "Corporation")
delivers these Articles of Amendment to the Articles of
Incorporation of the Corporation to the Secretary of State of
Georgia for filing.
1.
The name of the Corporation is BellSouth Corporation.
2.
The Articles of Incorporation of the Corporation are hereby
amended to change the first paragraph of Article 5 as follows:
5.
The aggregate number of shares of stock which the
Corporation
is authorized to issue is 2,300,000,000 shares,
consisting of
2,200,000,000 shares of Common Stock having a par value
of
$1 per share and 100,000,000 shares of First Preferred
Stock
having a par value of $1 per share.
3.
The resolutions adopting such amendment were duly adopted by
the Board of Directors of the Corporation on September 25, 1995.
IN WITNESS WHEREOF, the Corporation has caused these Articles
of Amendment to be executed and its corporate seal to be affixed
and has caused its seal and the execution hereof to be attested,
all by its duly authorized officers, this 2nd day of October, 1995.
BELLSOUTH CORPORATION
(CORPORATE SEAL)
By: /s/Arlen G. Yokley
Title: Vice President, Secretary &
Treasurer
Attest:
By: /s/Marcy A. Bass
Title: General Attorney and Assistant Secretary
EXHIBIT 5
October 2, 1995
BellSouth Corporation
1155 Peachtree Street
Atlanta, GA 30309-3610
Dear Sirs:
With reference to the registration statement which BellSouth
Corporation (the "Company") proposes to file with the Securities
and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), registering 8,000,000
common shares (par value $1.00 per share) of the Company (the
"Shares") which may be issued and sold under the Company's
Shareholder Dividend Reinvestment and Stock Purchase Plan (the
"Plan"), I am of the opinion that:
(1) The Company is a corporation duly organized and
validly existing under the laws of the State of Georgia.
(2) All proper corporate proceedings have been taken so
that the Shares have been duly authorized and, upon
issuance, in the case of authorized and unissued shares,
and payment therefor in accordance with the Plan and the
resolutions of the Board of Directors of the Company
relating to the adoption of the Plan and the offering and
sale of common shares thereunder, will be legally issued,
fully paid and nonassessable.
I do hereby consent to any reference to me contained in, and
to the filing of this opinion with the Commission in connection
with, the registration statement referred to above and any related
registration statements filed pursuant to Rule 462(b) under the
Securities Act.
Very truly yours,
/s/ Walter H. Alford
Walter H. Alford
EXHIBIT 23a
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-3 of our reports dated February 3, 1995, on our
audits of the consolidated financial statements and financial
statement schedules of BellSouth Corporation included in the Annual
Report on Form 10-K for the year ended December 31, 1994. We also
consent to the reference to our firm under the caption "Independent
Accountants."
/s/ Coopers & Lybrand L.L.P.
Atlanta, Georgia
September 29, 1995
EXHIBIT 24
POWERS OF ATTORNEY
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended (the
"Act"), a registration statement (the "Registration Statement") to
register Common Stock to be issued under the Shareholder Dividend
Reinvestment and Stock Purchase Plan.
NOW THEREFORE, each of the undersigned hereby constitutes and
appoints
John L. Clendenin, Ronald M. Dykes and Arlen G. Yokley, and each of
them, as attorneys for him in his name, place and stead in each of
his respective capacities in the Company, to execute and file this
Registration Statement, including the related prospectus, with
respect to the securities to be offered and sold under the plan
therein described and thereafter to execute and file an amended
registration statement or statements (and any registration
statements filed pursuant to Rule 462(b) under the Act) and a post-
effective amendment or amendments and an amended prospectus or
prospectuses or amendments or supplements thereto, to increase or
deregister securities, to withdraw the Registration Statements or
otherwise, hereby giving and granting to said attorneys full power
and authority (including substitution and revocation) to do and
perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, to all
intents and purposes, as he might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his
hand on the date indicated.
/s/ 9/25/95
John L. Clendenin
John L. Clendenin Date
Chairman of the Board and
Chief Executive Officer
Director
(Principal Executive Officer)
/s/ Ronald M. Dykes 9/27/95
Ronald M. Dykes Date
Vice President, Chief
Financial Officer
and Comptroller
(Principal Financial Officer
and Principal Accounting
Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended (the
"Act"), a registration statement (the "Registration Statement") to
register Common Stock to be issued under the Shareholder Dividend
Reinvestment and Stock Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints
John L. Clendenin, Ronald M. Dykes and Arlen G. Yokley, and each of
them, as attorneys for him in his name, place and stead to execute
and file this Registration Statement, including the related
prospectus, with respect to the securities to be offered and sold
under the plan therein described and thereafter to execute and file
an amended registration statement or statements (and any
registration statements filed pursuant to Rule 462(b) under the
Act) and a post-effective amendment or amendments and an amended
prospectus or prospectuses or amendments or supplements thereto, to
increase or deregister securities, to withdraw the Registration
Statements or otherwise, hereby giving and granting to said
attorneys full power and authority (including substitution and
revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as he might or
could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
/s/ F. Duane Ackerman
F. Duane Ackerman
Director
9/25/95
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended (the
"Act"), a registration statement (the "Registration Statement") to
register Common Stock to be issued under the Shareholder Dividend
Reinvestment and Stock Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints
John L. Clendenin, Ronald M. Dykes and Arlen G. Yokley, and each of
them, as attorneys for him in his name, place and stead to execute
and file this Registration Statement, including the related
prospectus, with respect to the securities to be offered and sold
under the plan therein described and thereafter to execute and file
an amended registration statement or statements (and any
registration statements filed pursuant to Rule 462(b) under the
Act) and a post-effective amendment or amendments and an amended
prospectus or prospectuses or amendments or supplements thereto, to
increase or deregister securities, to withdraw the Registration
Statements or otherwise, hereby giving and granting to said
attorneys full power and authority (including substitution and
revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as he might or
could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
/s/ Reuben V. Anderson
Reuben V. Anderson
Director
9/25/95
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended (the
"Act"), a registration statement (the "Registration Statement") to
register Common Stock to be issued under the Shareholder Dividend
Reinvestment and Stock Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints
John L. Clendenin, Ronald M. Dykes and Arlen G. Yokley, and each of
them, as attorneys for him in his name, place and stead to execute
and file this Registration Statement, including the related
prospectus, with respect to the securities to be offered and sold
under the plan therein described and thereafter to execute and file
an amended registration statement or statements (and any
registration statements filed pursuant to Rule 462(b) under the
Act) and a post-effective amendment or amendments and an amended
prospectus or prospectuses or amendments or supplements thereto, to
increase or deregister securities, to withdraw the Registration
Statements or otherwise, hereby giving and granting to said
attorneys full power and authority (including substitution and
revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as he might or
could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
/s/ James H. Blanchard
James H. Blanchard
Director
9/25/95
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended (the
"Act"), a registration statement (the "Registration Statement") to
register Common Stock to be issued under the Shareholder Dividend
Reinvestment and Stock Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints
John L. Clendenin, Ronald M. Dykes and Arlen G. Yokley, and each of
them, as attorneys for him in his name, place and stead to execute
and file this Registration Statement, including the related
prospectus, with respect to the securities to be offered and sold
under the plan therein described and thereafter to execute and file
an amended registration statement or statements (and any
registration statements filed pursuant to Rule 462(b) under the
Act) and a post-effective amendment or amendments and an amended
prospectus or prospectuses or amendments or supplements thereto, to
increase or deregister securities, to withdraw the Registration
Statements or otherwise, hereby giving and granting to said
attorneys full power and authority (including substitution and
revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as he might or
could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
/s/ J. Hyatt Brown
J. Hyatt Brown
Director
9/25/95
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended (the
"Act"), a registration statement (the "Registration Statement") to
register Common Stock to be issued under the Shareholder Dividend
Reinvestment and Stock Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints
John L. Clendenin, Ronald M. Dykes and Arlen G. Yokley, and each of
them, as attorneys for him in his name, place and stead to execute
and file this Registration Statement, including the related
prospectus, with respect to the securities to be offered and sold
under the plan therein described and thereafter to execute and file
an amended registration statement or statements (and any
registration statements filed pursuant to Rule 462(b) under the
Act) and a post-effective amendment or amendments and an amended
prospectus or prospectuses or amendments or supplements thereto, to
increase or deregister securities, to withdraw the Registration
Statements or otherwise, hereby giving and granting to said
attorneys full power and authority (including substitution and
revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as he might or
could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
/s/ Armando M. Codina
Armando M. Codina
Director
9/26/95
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended (the
"Act"), a registration statement (the "Registration Statement") to
register Common Stock to be issued under the Shareholder Dividend
Reinvestment and Stock Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints
John L. Clendenin, Ronald M. Dykes and Arlen G. Yokley, and each of
them, as attorneys for him in his name, place and stead to execute
and file this Registration Statement, including the related
prospectus, with respect to the securities to be offered and sold
under the plan therein described and thereafter to execute and file
an amended registration statement or statements (and any
registration statements filed pursuant to Rule 462(b) under the
Act) and a post-effective amendment or amendments and an amended
prospectus or prospectuses or amendments or supplements thereto, to
increase or deregister securities, to withdraw the Registration
Statements or otherwise, hereby giving and granting to said
attorneys full power and authority (including substitution and
revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as he might or
could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
/s/ Marshall M. Criser
Marshall M. Criser
Director
9/25/95
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1934, as amended (the
"Act"), a registration statement (the "Registration Statement") to
register Common Stock to be issued under the Shareholder Dividend
Reinvestment and Stock Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints
John L. Clendenin, Ronald M. Dykes and Arlen G. Yokley, and each of
them, as attorneys for her in her name, place and stead to execute
file this Registration Statement, including the related prospectus,
with respect to the securities to be offered and sold under the
plan therein described and thereafter to execute and file an
amended registration statement of statements (and any registration
statements filed pursuant to Rule 462(b) under the Act) and a post-
effective amendment or amendments and an amended prospectus or
prospectuses or amendments or supplements thereto, to increase or
deregister securities, to withdraw the Registration Statements or
otherwise, hereby giving and granting to said attorneys full power
and authority (including substitution and revocation) to do and
perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, to all
intents and purposes, as she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done,
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand on
the date indicated.
/s/ Phyllis Burke Davis
Phyllis Burke Davis
Director
9/25/95
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended (the
"Act"), a registration statement (the "Registration Statement") to
register Common Stock to be issued under the Shareholder Dividend
Reinvestment and Stock Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints
John L. Clendenin, Ronald M. Dykes and Arlen G. Yokley, and each of
them, as attorneys for him in his name, place and stead to execute
and file this Registration Statement, including the related
prospectus, with respect to the securities to be offered and sold
under the plan therein described and thereafter to execute and file
an amended registration statement or statements (and any
registration statements filed pursuant to Rule 462(b) under the
Act) and a post-effective amendment or amendments and an amended
prospectus or prospectuses or amendments or supplements thereto, to
increase or deregister securities, to withdraw the Registration
Statements or otherwise, hereby giving and granting to said
attorneys full power and authority (including substitution and
revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as he might or
could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
/s/ John G. Medlin, Jr.
John G. Medlin, Jr.
Director
9/25/95
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1934, as amended (the
"Act"), a registration statement (the "Registration Statement") to
register Common Stock to be issued under the Shareholder Dividend
Reinvestment and Stock Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints
John L. Clendenin, Ronald M. Dykes and Arlen G. Yokley, and each of
them, as attorneys for her in her name, place and stead to execute
file this Registration Statement, including the related prospectus,
with respect to the securities to be offered and sold under the
plan therein described and thereafter to execute and file an
amended registration statement of statements (and any registration
statements filed pursuant to Rule 462(b) under the Act) and a post-
effective amendment or amendments and an amended prospectus or
prospectuses or amendments or supplements thereto, to increase or
deregister securities, to withdraw the Registration Statements or
otherwise, hereby giving and granting to said attorneys full power
and authority (including substitution and revocation) to do and
perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, to all
intents and purposes, as she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done,
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand on
the date indicated.
/s/ Robin B. Smith
Robin B. Smith
Director
9/25/95
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended (the
"Act"), a registration statement (the "Registration Statement") to
register Common Stock to be issued under the Shareholder Dividend
Reinvestment and Stock Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints
John L. Clendenin, Ronald M. Dykes and Arlen G. Yokley, and each of
them, as attorneys for him in his name, place and stead to execute
and file this Registration Statement, including the related
prospectus, with respect to the securities to be offered and sold
under the plan therein described and thereafter to execute and file
an amended registration statement or statements (and any
registration statements filed pursuant to Rule 462(b) under the
Act) and a post-effective amendment or amendments and an amended
prospectus or prospectuses or amendments or supplements thereto, to
increase or deregister securities, to withdraw the Registration
Statements or otherwise, hereby giving and granting to said
attorneys full power and authority (including substitution and
revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as he might or
could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
/s/ C. Dixon Spangler, Jr.
C. Dixon Spangler, Jr.
Director
9/25/95
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended (the
"Act"), a registration statement (the "Registration Statement") to
register Common Stock to be issued under the Shareholder Dividend
Reinvestment and Stock Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints
John L. Clendenin, Ronald M. Dykes and Arlen G. Yokley, and each of
them, as attorneys for him in his name, place and stead to execute
and file this Registration Statement, including the related
prospectus, with respect to the securities to be offered and sold
under the plan therein described and thereafter to execute and file
an amended registration statement or statements (and any
registration statements filed pursuant to Rule 462(b) under the
Act) and a post-effective amendment or amendments and an amended
prospectus or prospectuses or amendments or supplements thereto, to
increase or deregister securities, to withdraw the Registration
Statements or otherwise, hereby giving and granting to said
attorneys full power and authority (including substitution and
revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as he might or
could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
/s/ Ronald A. Terry
Ronald A. Terry
Director
9/25/95
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended (the
"Act"), a registration statement (the "Registration Statement") to
register Common Stock to be issued under the Shareholder Dividend
Reinvestment and Stock Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints
John L. Clendenin, Ronald M. Dykes and Arlen G. Yokley, and each of
them, as attorneys for him in his name, place and stead to execute
and file this Registration Statement, including the related
prospectus, with respect to the securities to be offered and sold
under the plan therein described and thereafter to execute and file
an amended registration statement or statements (and any
registration statements filed pursuant to Rule 462(b) under the
Act) and a post-effective amendment or amendments and an amended
prospectus or prospectuses or amendments or supplements thereto, to
increase or deregister securities, to withdraw the Registration
Statements or otherwise, hereby giving and granting to said
attorneys full power and authority (including substitution and
revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as he might or
could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
/s/ Thomas R. Williams
Thomas R. Williams
Director
9/25/95
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended (the
"Act"), a registration statement (the "Registration Statement") to
register Common Stock to be issued under the Shareholder Dividend
Reinvestment and Stock Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints
John L. Clendenin, Ronald M. Dykes and Arlen G. Yokley, and each of
them, as attorneys for him in his name, place and stead to execute
and file this Registration Statement, including the related
prospectus, with respect to the securities to be offered and sold
under the plan therein described and thereafter to execute and file
an amended registration statement or statements (and any
registration statements filed pursuant to Rule 462(b) under the
Act) and a post-effective amendment or amendments and an amended
prospectus or prospectuses or amendments or supplements thereto, to
increase or deregister securities, to withdraw the Registration
Statements or otherwise, hereby giving and granting to said
attorneys full power and authority (including substitution and
revocation) to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as he might or
could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
/s/ J. Tylee Wilson
J. Tylee Wilson
Director
9/25/95
Date
