Registration No. 33 -
Securities and Exchange Commission
Washington, D.C. 20549
_______________________________________
Form S-8
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
______________________________________________
BellSouth
Employee Stock Purchase Plan
_______________________________________________
Agent for Service:
Blair S. Parrott
BellSouth Corporation
15G03 Campanile
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
Telephone Number 404 249-5042
____________________________________________
Calculation of Registration Fee
proposed proposed
title of amount maximum maximum amount of
securities to be offering aggregate registratio
to price n
Be registered per share offering fee
Registered price
Common 900,000 $38.75(c) $34,875,000(c) $12,026(c)
Stock,
par value shares (b)
$1
per share
(a)
(a) Includes preferred stock purchase rights under the BellSouth
Corporation Shareholder Rights Agreement.
(b) If, prior to the completion of the distribution of the
Common Stock covered by this registration statement, additional
shares of such 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.
(c) The price per share was estimated in accordance with Rule
457(c) and (h) for purposes of calculating the registration fee.
Part II
Information required in the registration statement
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by BellSouth Corporation
(BellSouth) with the Securities and Exchange Commission (File No.
1-8607) and are incorporated herein by reference:
(1) BellSouth's Annual Report on Form 10-K for the period ended
December 31, 1995.
(2) BellSouth's Current Report on Form 8-K for January 22, 1996.
All documents filed by BellSouth pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, (the Securities Exchange Act) subsequent to the date of
this registration statement and prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of
filing of such documents.
Copies of the above documents (other than exhibits to such
documents may be obtained upon request without charge from the
Office of the Comptroller of BellSouth, Room 15G03, 1155
Peachtree Street, N.E., Atlanta, Georgia, 30309-3610.
Item 5. Interests of Named Experts and Counsel.
Walter H. Alford, Executive Vice President and General Counsel of
BellSouth is passing upon the legality of the Common Stock. Mr.
Alford may be deemed to own beneficially 38,516 shares of
BellSouth Common Stock, including interests through various
BellSouth employee benefit plans.
Item 6. 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.
Item 8. Exhibits.
Exhibit
Number
5 Opinion of Walter H. Alford.
23 Consent of Coopers & Lybrand L.L.P.
23a Consent of Walter H. Alford (contained in opinion
filed as Exhibit 5).
24 Powers of Attorney.
Item 9. Undertakings.
(a) BellSouth hereby undertakes:
(i) 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;
(ii) that, for the purposed of determining any liability under
the Securities Act of 1933
(the Securities Act), 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;
(iii) 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; and
(iv) that, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act 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.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of BellSouth pursuant to the foregoing
provisions, or otherwise, BellSouth has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by BellSouth of expenses incurred or paid by a
director, officer or controlling person of BellSouth in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, BellSouth will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
signatures
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement or amendment thereto
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta and State of Georgia, on the
1st day of March, 1996.
BellSouth Corporation
By /s/Ronald M. Dykes
Ronald M. Dykes
Executive Vice President, Chief
Financial Officer
and Comptroller
Pursuant to the requirements of the Securities Act, this
registration statement or amendment thereto 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,
President and
Chief Executive Officer
Principal Financial Officer and
Principal Accounting Officer:
Ronald M. Dykes*
Executive 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/Ronald M. Dykes
Ronald M. Dykes
(Individually and as Attorney-
in-Fact)
March 1, 1996
*by power of attorney
EXHIBIT INDEX
Exhibit
Number
5 Opinion of Walter H. Alford.
23 Consent of Coopers & Lybrand L.L.P.
23a Consent of Walter H. Alford (contained in opinion
filed as Exhibit 5).
24 Powers of Attorney.
EXHIBIT 5
EXHIBIT 23a
Opinion and consent of Counsel
March 4, 1996
BellSouth Corporation
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
Re: BellSouth Employee Stock Purchase Plan
Dear Sirs:
With reference to the registration statement on Form S-
8 which BellSouth Corporation (the "Company") proposes to
file with the Securities and Exchange Commission
under the Securities Act of 1933, as amended,
registering 900,000 shares of Common Stock (par value
$1.00 per share) of the Company (the "Shares") which
are to be offered pursuant to the BellSouth Employee
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 and payment therefore in accordance with the
Plan and the offering and sale of Shares thereunder,
will be legally issued, fully paid and non-assessable.
I hereby consent to any references to me contained in,
and
to the filing of this opinion with the Securities
and Exchange Commission in connection with, the
Registration Statement referred to above.
Very truly yours,
/s/Walter H. Alford
exhibit 23
Consent of Independent Accountants
We consent to the incorporation by reference in this
registration statement on Form S-8 of our report, dated
February 5, 1996, which includes an explanatory paragraph
stating that the Company discontinued accounting for the
operations of BellSouth Telecommunications, Inc. in
accordance with Statement of Financial Accounting Standards
No. 71, "Accounting for the Effects of Certain Types of
Regulation," effective June 30, 1995, and changed its method
of accounting for postretirement benefits other than
pensions, income taxes and postemployment benefits in 1993,
on our audits of the consolidated financial statements of
BellSouth Corporation included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.
/s/Coopers & Lybrand
L.L.P.
Atlanta, Georgia
March 4, 1996
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, a
registration statement (the "Registration Statement") and any
amendments thereto to register Common Stock to be issued under
the BellSouth Employee Stock Purchase Plan for Represented
Employees.
NOW THEREFORE, each of the undersigned hereby constitutes
and appoints
John L. Clendenin, F. Duane Ackerman, 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 cause to be filed the Registration
Statement 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 a post-
effective amendment or amendments 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/John L. Clendenin February 26,
1996
John L. Clendenin Date
Chairman of the Board, President and
Chief Executive Officer
Director
(Principal Executive Officer)
/s/Ronald M. Dykes February 26, 1996
Ronald M. Dykes Date
Executive 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, a
registration statement (the "Registration Statement") and any
amendments thereto to register Common Stock to be issued under
the BellSouth Employee Stock Purchase Plan for Represented
Employees.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statement 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 post-effective amendment
or amendments 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
February 26, 1996
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, a
registration statement (the "Registration Statement") and any
amendments thereto to register Common Stock to be issued under
the BellSouth Employee Stock Purchase Plan for Represented
Employees.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statement 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 post-effective amendment
or amendments 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
February 26, 1996
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, a
registration statement (the "Registration Statement") and any
amendments thereto to register Common Stock to be issued under
the BellSouth Employee Stock Purchase Plan for Represented
Employees.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statement 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 post-effective amendment
or amendments 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
February 26, 1996
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, a
registration statement (the "Registration Statement") and any
amendments thereto to register Common Stock to be issued under
the BellSouth Employee Stock Purchase Plan for Represented
Employees.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statement 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 post-effective amendment
or amendments 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
February 26, 1996
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, a
registration statement (the "Registration Statement") and any
amendments thereto to register Common Stock to be issued under
the BellSouth Employee Stock Purchase Plan for Represented
Employees.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statement 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 post-effective amendment
or amendments 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
February 26, 1996
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, a
registration statement (the "Registration Statement") and any
amendments thereto to register Common Stock to be issued under
the BellSouth Employee Stock Purchase Plan for Represented
Employees.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statement 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 post-effective amendment
or amendments 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
February 26, 1996
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, a
registration statement (the "Registration Statement") and any
amendments thereto to register Common Stock to be issued under
the BellSouth Employee Stock Purchase Plan for Represented
Employees.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statement 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 post-effective amendment
or amendments 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
February 26, 1996
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, a
registration statement (the "Registration Statement") and any
amendments thereto to register Common Stock to be issued under
the BellSouth Employee Stock Purchase Plan for Represented
Employees.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statement 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 post-effective amendment
or amendments 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
February 26, 1996
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, a
registration statement (the "Registration Statement") and any
amendments thereto to register Common Stock to be issued under
the BellSouth Employee Stock Purchase Plan for Represented
Employees.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statement 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 post-effective amendment
or amendments 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
February 26, 1996
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, a
registration statement (the "Registration Statement") and any
amendments thereto to register Common Stock to be issued under
the BellSouth Employee Stock Purchase Plan for Represented
Employees.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statement 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 post-effective amendment
or amendments 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
February 26, 1996
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, a
registration statement (the "Registration Statement") and any
amendments thereto to register Common Stock to be issued under
the BellSouth Employee Stock Purchase Plan for Represented
Employees.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statement 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 post-effective amendment
or amendments 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
February 26, 1996
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, a
registration statement (the "Registration Statement") and any
amendments thereto to register Common Stock to be issued under
the BellSouth Employee Stock Purchase Plan for Represented
Employees.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for her in her name,
place and stead in her capacity as a director of the Company to
execute and cause to be filed the Registration Statement 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 post-effective amendment
or amendments 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
February 26, 1996
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, a registration statement (the "Registration
Statement") and any amendments thereto to register Common
Stock to be issued under the BellSouth Employee Stock
Purchase Plan for Represented Employees.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and
Arlen G. Yokley, and each of them, as attorneys for her in
her name, place and stead in her capacity as a director of
the Company to execute and cause to be filed the
Registration Statement 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 post-effective amendment or
amendments 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
February 26, 1996
Date
