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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 24, 1997
BELLSOUTH CORPORATION
(Exact name of registrant as specified in its charter)
Georgia 1-8607 58-1533433
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
1155 Peachtree Street, N.E., Atlanta, Georgia 30309-3610
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(404) 249-2000
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Item 7. Financial Statements and Exhibits
The following is filed as an exhibit to the Registrant's
Registration Statements. (File nos. 33-48929 and 33-51449).
4-e. Form of Debenture
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BELLSOUTH CORPORATION
By: /s/ W. Patrick Shannon
-----------------------------
W. Patrick Shannon
Vice President and Controller
July 24, 1997
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Unless this certificate is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of The Depository Trust Company
and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
No. $
CUSIP No. 079857AF5
BELLSOUTH CAPITAL FUNDING CORPORATION
One Hundred Year 7.12% Debenture, due July 15, 2097
BellSouth Capital Funding Corporation, a Georgia corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
, or registered assigns, the principal sum
of Dollars ($ ) on July 15, 2097, at the
office or agency of the Company in the City of New York, New York, in such
coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
interest (calculated on the basis of a 360-day year of twelve 30-day months),
semiannually on January 15 and July 15, commencing January 15, 1998, on said
principal sum at the rate per annum specified in the title of this Debenture,
at said office or agency, in like coin or currency, from the 15th day of
January or July, as the case may be, to which interest on the Debentures has
been paid preceding the date hereof (unless the date hereof is a January 15 or
July 15 to which interest has been paid, in which case from the date hereof,
or unless the date hereof is prior to the first payment of interest, in which
case from July 15, 1997) until payment of said principal sum has been made or
duly provided for. So long as this Debenture is registered in the name of Cede
& Co., payments of interest hereon shall be made in immediately available
funds; otherwise, payments of interest may be made at the option of the
Company by check or draft mailed to the address of the person entitled thereto
at such address as shall appear on the Debenture register. Notwithstanding the
foregoing, unless this Debenture shall be authenticated at a time when there
is an existing default in the payment of interest on the Debentures, if the
date hereof is after a January 1 and before the next following January 15 or
is after a July 1 and before the next following July 15, this Debenture shall
bear interest from such January 15 or July 15; provided, however, that if the
Company shall default in the payment of interest due on such January 15 or
July 15, then this Debenture shall bear interest from the next preceding July
15 or January 15, as the case may be. The interest so payable on any January
15 or July 15 will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose name this
Debenture shall be registered at the close of business on the January 1 prior
to such January 15 or the July 1 prior to such July 15, unless such January 1
or July 1 shall not be a business day, in which event the business day next
preceding. For the purposes hereof, the term "business day" shall mean a day
that is not a Legal Holiday (as defined in the Indenture).
Reference is hereby made to the further provisions of this Debenture set
forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth in this place.
This Debenture shall not be valid or become obligatory for any purpose until
the appropriate certificate of authentication hereon shall have been executed
by or on behalf of the Trustee under the Indenture referred to on the reverse
hereof.
In Witness Whereof, BellSouth Capital Funding Corporation has caused this
Instrument to be signed by its President or one of its Vice Presidents and by
its Treasurer or an Assistant Treasurer, each by a facsimile of his signature,
and has caused a facsimile of its corporate seal to be affixed hereunto or
imprinted hereon.
Dated
BellSouth Capital Funding
Corporation
By /s/ Mark E. Droege
---------------------------
President
By /s/ Gary L. Walton
---------------------------
Treasurer
Certificate of Authentication Alternate Certificate of
Authentication
This is one of the Debentures
described in the within-mentioned This is one of the Debentures
Indenture. described in the within-mentioned
Indenture.
The Bank of New York,
as Trustee, The Bank of New York
By as Trustee,
By ,
Authorized Signature. As Authenticating Agent,
By
Authorized Signature.
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BELLSOUTH CAPITAL FUNDING CORPORATION
This Debenture is one of a duly authorized series of Debentures of the
Company, designated as set forth on the face hereof (herein referred to as the
"Debentures"), limited to the aggregate principal amount of $500,000,000, all
issued or to be issued under and pursuant to an indenture dated as of August
1, 1992 (the "Indenture"), duly executed and delivered by the Company and
BellSouth Corporation ("BellSouth") to The Bank of New York, as successor to
Wachovia Bank of Georgia, N.A., as trustee (herein referred to as the
"Trustee"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company, BellSouth and the Holders (the words "Holders" or "Holder" meaning
the registered holders or registered holder) of the Debentures and the terms
upon which the Debentures are to be authenticated and delivered. All of the
Debentures will have the benefit of a Support Agreement dated as of October
15, 1987, as amended as of August 1, 1992 (the "Support Agreement"), between
the Company and BellSouth. In the Support Agreement, BellSouth has agreed to
ensure the timely payment of principal and interest owed on the Debentures;
however, no Holder will have recourse to or against the stock or assets of
BellSouth Telecommunications, Inc. (the "Telephone Company") or any interest
of BellSouth or the Company in the Telephone Company.
In case an Event of Default, as defined in the Indenture, with respect to
the Debentures shall have occurred and be continuing, the principal hereof may
be declared, and upon such declaration, shall become due and payable, in the
manner, with the effect and subject to the conditions provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debentures at any time by the
Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Debentures. The Indenture also contains provisions
permitting the Holders of not less than a majority in principal amount of the
outstanding Debentures, on behalf of the Holders of all Debentures, to waive
compliance by the Company with certain provisions of the Indenture. The
Indenture also provides that the Holders of not less than a majority in
principal amount of the outstanding Debentures may waive certain past defaults
and their consequences on behalf of the Holders of all Debentures. Any such
consent or waiver by the Holder of this Debenture shall be conclusive and
binding upon such Holder and upon all future Holders of this Debenture and of
any Debenture issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver is
made upon this Debenture.
The Indenture contains provisions setting forth certain conditions in the
institution of proceedings by Holders of Debentures with respect to the
Indenture or for any remedy under the Indenture.
No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Debenture at the place, at the respective times, at the rate and in the coin
or currency herein prescribed.
The Debentures are issuable as registered Debentures without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. At the office or agency of the Company designated for such
purpose and in the manner and subject to the limitations provided in the
Indenture, Debentures may be exchanged without a service charge for a like
aggregate principal amount of Debentures of other authorized denominations
having the same maturity, interest rate, redemption provisions and original
issue date.
Notwithstanding the foregoing, upon the occurrence of a Tax Event (as
defined below), the Company shall have the right to shorten the maturity of
the Debentures to the minimum extent required, in the opinion of nationally
recognized independent tax counsel, such that, after the shortening of the
maturity, interest paid on the Debentures will be deductible for United States
federal income tax purposes or, if such counsel is unable to opine
definitively as to such a minimum period, the minimum extent so required as
determined in good faith by the Board of Directors of the Company, after
receipt of an opinion of such counsel regarding the applicable legal
standards. In the event that the Company elects to exercise its right to
shorten the maturity of the Debentures on the occurrence of a Tax Event, the
Company shall mail a notice of shortened maturity to each holder of the
Debentures by first-class mail not more than 60 days after the occurrence of
such Tax Event, stating the new maturity date of the Debentures. Such notice
shall be effective immediately upon mailing.
"Tax Event" means that the Company shall have received an opinion of
nationally recognized independent tax counsel to the effect that, as a result
of (a) any amendment to, clarification of or change (including any announced
prospective amendment, clarification or change) in any law, or any regulation
thereunder, of the United States, (b) any judicial decision, official
administrative pronouncement, ruling (including any technical advice
memorandum or other private letter ruling), regulatory procedure, notice or
announcement, including any notice or announcement of intent to adopt or
promulgate any ruling, regulatory procedure or regulation (any of the
foregoing, an "Administrative or Judicial Action"), or (c) any amendment to,
clarification of or change in any official position with respect to, or any
interpretation of (including any position taken in any Internal Revenue
Service audit or similar proceeding), an Administrative or Judicial Action or
a law or regulation of the United States that differs from the theretofore
generally accepted position or interpretation, in each case, occurring on or
after July 22, 1997, there is more than an insubstantial increase in the risk
that interest paid by the Company on the Debentures is not, or will not be,
deductible, in whole or in part, by BellSouth for United States federal income
tax purposes.
The Debentures shall be redeemable as a whole at any time or in part from
time to time, at the option of the Company, on not less than 30 or more than
60 days' notice mailed to holders thereof, at a redemption price equal to the
greater of (i) 100% of the principal amount of the Debentures to be redeemed
and (ii) the sum of the present values of the Remaining Scheduled Payments
thereon, discounted to the redemption date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15
basis points, together in either case with accrued interest on the principal
amount being redeemed to the date of redemption.
In addition, if a Tax Event occurs and in the opinion of nationally
recognized independent tax counsel, there would, notwithstanding any
shortening of the maturity of the Debentures, be more than an insubstantial
risk that interest paid by the Company on the Debentures is not, or will not
be, deductible, in whole or in part, by BellSouth for United States federal
income tax purposes, the Company shall have the right, within 90 days
following the occurrence of such Tax Event, to redeem the Debentures in whole
(but not in part), on not less than 30 or more than 60 days' notice mailed to
holders of the Debentures, at a redemption price equal to the greater of (i)
100% of the principal amount of the Debentures and (ii) the sum of the present
values of the Remaining Scheduled Payments thereon discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 25 basis points, together in
either case with accrued interest on the principal amount being redeemed to
the date of redemption.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity (computed as of the
second business day immediately preceding such redemption date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Debentures. "Independent Investment Banker" means one of
the Reference Treasury Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (ii) if such release (or any successor release)
is not published or does not contain such prices on such business day, (A) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer as of 3:30 p.m., New York City time on the
third business day preceding such redemption date.
"Reference Treasury Dealer" means each of Morgan Stanley & Co. Incorporated,
Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Lehman Brothers Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, and J.P. Morgan Securities Inc.
and their respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer"), the Company shall substitute
therefore another nationally recognized investment banking firm that is a
Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each Debenture to be
redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if such redemption date is not an
interest payment date with respect to such Debenture, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption date.
On and after the redemption date, interest will cease to accrue on the
Debentures or any portion thereof called for redemption. On or before any
redemption date, the Company shall deposit with a paying agent (or the
Trustee) money sufficient to pay the redemption price of and accrued interest
on the Debentures to be redeemed on such date. If less than all the Debentures
are to be redeemed, the Debentures to be redeemed shall be selected by the
Trustee by such method as the Trustee shall deem fair and appropriate.
Upon due presentment for registration of transfer of this Debenture at the
office or agency of the Company designated for such purpose, a new Debenture
or Debentures of this series, of authorized denominations, for a like
aggregate principal amount, will be issued to the transferee as provided in
the Indenture. No service charge shall be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto.
The Company, the Trustee, any paying agent and any Debenture registrar may
deem and treat the Holder hereof as the absolute owner hereof (whether or not
this Debenture shall be overdue and notwithstanding any notation of ownership
or other writing hereon) for the purpose of receiving payment of or on account
of the principal hereof and, subject to the provisions on the face hereof,
interest hereon, and for all other purposes, and neither the Company nor the
Trustee nor any paying agent nor any Debenture registrar shall be affected by
any notice to the contrary.
No recourse shall be had for the payment of the principal of or the interest
on this Debenture, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
This Debenture shall be deemed to be a contract made under the laws of the
State of New York and for all purposes shall be construed in accordance with
the laws of said State.
2
