Registration No. 333 -
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 Corporation Stock Plan
(Successor to BellSouth Corporation Stock Option Plan)
_______________________________________________
Agent for Service:
Keith B. Breeden
BellSouth Corporation
15G03 Campanile
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
Telephone Number 404 249-3035
____________________________________________
Calculation of Registration Fee
Proposed Proposed
Title of Amount Maximum Mmaximum Amount Of
Securities To Be Offering Aggregate Registration
To Be Registered Price Offering Fee
Registered Per Share Price
Common Stock, 2,000,000 $ 46.84(c) $93,687,500(c) $28,390(c)
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 contents of Registration Statement No. 33-38263, except Items
5, 6 and 9 which are superceded by the information below,
are hereby incorporated herein by reference.
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 34,351 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 purposes 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
20th day of October, 1997.
BellSouth Corporation
By /s/ W. Patrick Shannon
W. Patrick Shannon
Vice President and
Controller
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:
F. Duane Ackerman*
President and Chief Executive Officer
Principal Financial Officer:
Ronald M. Dykes*
Executive Vice President and
Chief Financial Officer
Principal Accounting Officer:
W. Patrick Shannon*
Vice President and Controller
Directors:
F. Duane Ackerman* John G. Medlin, Jr.*
Reuben V. Anderson* Robin B. Smith*
James H. Blanchard* Ronald A. Terry*
J. Hyatt Brown* J. Tylee Wilson*
Armando M. Codina*
*By /s/ W. Patrick Shannon
W. Patrick Shannon
(Individually and as Attorney-
in-Fact)
October 20, 1997
*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
October 20, 1997
BellSouth Corporation
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
Re: BellSouth Corporation Stock Plan (successor
to BellSouth Corporation Stock Option 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 2,000,000
shares of Common Stock (par value $1.00 per share) of the
Company (the "Shares") which are to be offered pursuant to
the BellSouth Corporation Stock Plan (successor to BellSouth
Corporation Stock Option 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
resolutions of the Board of Directors of the Company
relating to 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 the
registration statement of BellSouth Corporation on Form S-8
of our report, which includes an explanatory paragraph
related to a change in an accounting method, dated February
3, 1997, on our audits of the financial statements of
BellSouth Corporation as of December 31, 1996 and 1995, and
for each of the three years in the period ended December 31,
1996.
/s/Coopers & Lybrand L.L.P.
Atlanta, Georgia
October 17, 1997
Exhibit 24
Powers of Attorney
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, a
registration statement (the "Registration Statement") to register
Common Stock to be issued under the BellSouth Corporation Stock
Plan.
NOW THEREFORE, each of the undersigned hereby constitutes
and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick
Shannon 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 Registration Statement 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, each of the undersigned has hereunto set
his hand on the date indicated.
/s/ F. Duane Ackerman 10/8/97
___________________________ _________________
F. Duane Ackerman Date
President and Chief Executive Officer
Director
(Principal Executive Officer)
/s/ Ronald M. Dykes 10/9/97
___________________________ _________________
Ronald M. Dykes Date
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ W. Patrick Shannon 10/14/97
___________________________ _________________
W. Patrick Shannon Date
Vice President and Controller
(Principal Accounting Officer)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, a
registration statement (the "Registration Statement") to register
Common Stock to be issued under the BellSouth Corporation Stock
Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon
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 Registration Statement 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 Oct 8, 1997
_______________________ ___________________
Reuben V. Anderson Date
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, a
registration statement (the "Registration Statement") to register
Common Stock to be issued under the BellSouth Corporation Stock
Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon
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 Registration Statement 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 10/8/97
______________________ _____________
James H. Blanchard Date
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, a
registration statement (the "Registration Statement") to register
Common Stock to be issued under the BellSouth Corporation Stock
Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon
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 Registration Statement 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 10/9/97
__________________ _____________
J. Hyatt Brown Date
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, a
registration statement (the "Registration Statement") to register
Common Stock to be issued under the BellSouth Corporation Stock
Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon
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 Registration Statement 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 10/8/97
______________________ _______________
Armando M. Codina Date
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, a
registration statement (the "Registration Statement") to register
Common Stock to be issued under the BellSouth Corporation Stock
Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon
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 Registration Statement 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. 10/8/97
_______________________ _____________
John G. Medlin, Jr. Date
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, a
registration statement (the "Registration Statement") to register
Common Stock to be issued under the BellSouth Corporation Stock
Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon
and Arlen G. Yokley, and each of them, as attorneys for her in
her name, place and stead in each of her 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 Registration Statement 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 10/8/97
____________________ ______________
Robin B. Smith Date
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, a
registration statement (the "Registration Statement") to register
Common Stock to be issued under the BellSouth Corporation Stock
Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon
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 Registration Statement 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 Oct. 8, 1997
_____________________ _______________
Ronald A. Terry Date
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation
("BellSouth"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, a
registration statement (the "Registration Statement") to register
Common Stock to be issued under the BellSouth Corporation Stock
Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon
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 Registration Statement 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 10/8/97
____________________ _________________
J. Tylee Wilson Date
