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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):
7/30/99
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 No. 33-51449 and 333-45607)
4-f Form of Quarterly Interest Bonds due 2039
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Exhibit 4-f
[Form of Bond]
[Face]
[Legend To Be Inserted On Global Securities: Unless this certificate
is presented by an authorized representative of The Depository Trust Company, a
New York corporation ("DTC"), 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 is requested by an authorized
representative of The Depository Trust Company (and any payment is made to Cede
& Co. or to such other entity as is requested by an authorized representative of
DTC), 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.
BELLSOUTH CAPITAL FUNDING CORPORATION
% Quarterly Interest Bonds due 2039
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
August 1, 2039, 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, quarterly on February 1, May 1, August 1 and
November 1 (each, an "INTEREST PAYMENT DATE"), commencing November 1, 1999, on
said principal sum at the rate per annum specified in the title of this Bond, at
said office or agency, in like coin or currency, from the most recent Interest
Payment Date to which interest on the Bonds has been paid preceding the date
hereof (unless the date hereof is an Interest Payment Date 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 August , 1999)
until payment of said principal sum has been made or duly provided for. The
interest so payable on any Interest Payment Date, and punctually paid or duly
provided for, will, as provided in the Indenture referred to on the reverse
hereof, be paid to the person in whose name this Bond (or any predecessor Bond)
shall be registered at the close of business on the January 15 prior to such
February 1, the April 15 prior to such May 1, the July 15 prior to such August 1
or the October 15 prior to such November 1 (each such date, a "REGULAR RECORD
DATE"), as the case may be, unless such Regular Record Date shall not be a
business day (which shall mean any day which is not a "Legal Holiday,"
as defined in said Indenture), in which event the
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business day next preceding. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Bond
(or one or more predecessor Bonds) is registered at the close of business on a
special record date (a "SPECIAL RECORD DATE") for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Bonds of this series not less than 15 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Bonds of this series may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.
So long as this Bond 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 Bond register.
Reference is hereby made to the further provisions of this Bond 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 Bond 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.
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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, an Assistant Treasurer, Secretary or Assistant Secretary, each
by a facsimile of his signature, and has caused a facsimile of its corporate
seal to be affixed hereunto or imprinted hereon.
Dated August __, 1999
BELLSOUTH CAPITAL FUNDING
CORPORATION
By:
----------------------------------------
By:
----------------------------------------
[Seal]
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[Form of Certificate of Authentication]
This is one of the Bonds described in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By:
------------------------------------
Authorized Signatory
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[Form of Bond]
[Reverse]
BELLSOUTH CAPITAL FUNDING CORPORATION
This Bond is one of a duly authorized series of Bonds of the Company,
designated as set forth on the face hereof (herein referred to as the "BONDS"),
limited to the aggregate principal amount of $500,000,000 (PROVIDED that in the
event the Company sells any Bonds pursuant to the over-allotment option (the
"OVER-ALLOTMENT OPTION") granted by the underwriting agreement dated July __,
1999 among the Company and Morgan Stanley & Co. Incorporated, as representative
of the underwriters listed therein, then such amount shall be increased by an
amount not in excess of the lesser of (x) $75,000,000 and (y) the aggregate
principal amount of Bonds sold pursuant to the Over-Allotment Option), 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 Bonds and the terms upon which the Bonds are to be authenticated
and delivered. All of the Bonds 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 Bonds; 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 Bonds 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 Bonds at any time by the Company
and the Trustee with the consent of the Holders of a majority in principal
amount of the Bonds. The Indenture also contains provisions permitting the
Holders of not
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less than a majority in principal amount of the outstanding Bonds, on behalf
of the Holders of all Bonds, 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 Bonds may waive
certain past defaults and their consequences on behalf of the Holders of all
Bonds. Any such consent or waiver by the Holder of this Bond shall be conclusive
and binding upon such Holder and upon all future Holders of this Bond and of any
Bond 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 Bond.
The Indenture contains provisions setting forth certain conditions in
the institution of proceedings by Holders of Bonds with respect to the Indenture
or for any remedy under the Indenture.
No reference herein to the Indenture and no provision of this Bond 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 Bond at
the place, at the respective times, at the rate and in the coin or currency
herein prescribed.
The Bonds are issuable as registered Bonds without coupons in
denominations of $25 or any amount in excess thereof which is an integral
multiple of $25. 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, Bonds may be exchanged without a service charge for a like aggregate
principal amount of Bonds of other authorized denominations having the same
maturity, interest rate, redemption provisions and original issue date.
The Bonds of this series are subject to redemption at any time on and
after August 1, 2004, as a whole or from time to time in part, at the election
of the Company, at a redemption price equal to 100% of the principal amount
redeemed plus accrued and unpaid interest to but not including the date of
redemption.
If as a result of: (a) any actual or proposed change in or amendment to
the laws (or any regulations or rulings promulgated thereunder) of the United
States, or any change in the application, official interpretation or enforcement
of such laws, regulations or rulings; (b) any action taken by a taxing
authority, which action is generally applied or is taken with respect to the
Company; (c) a decision rendered by a court of competent jurisdiction in the
United States, whether or not such decision was rendered with respect to the
Company; or (d) a technical advice memorandum or letter ruling or other
administrative pronouncement issued by the National Office of the United States
Internal Revenue Service, on substantially the same facts as those pertaining to
the Company, which change, amendment, action, decision, memorandum, letter
ruling or pronouncement becomes effective or is issued on or after August ,
1999, there is a substantial likelihood that the
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Company will not be entitled to deduct currently for United States federal
income tax purposes the full amount of interest accrued in respect of the Bonds,
the Company, at its option, may redeem these Bonds, in whole but not in part, at
any time at a redemption price equal to 100% of the principal amount, together
with interest accrued and unpaid to the date of redemption.
Notice of redemption will be given to the Holders of these Bonds not
more than 90 nor fewer than 30 days prior to the date fixed for redemption.
In the event of redemption of this Bond in part only, a new Bond or
Bonds of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
Upon due presentment for registration of transfer of this Bond at the
office or agency of the Company designated for such purpose, a new Bond or Bonds
of this series, of authorized denominations, for a like aggregate principal
amount, will be issued to the transferee as provided in, and subject to the
limitations 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 Bond registrar may
deem and treat the Holder hereof as the absolute owner hereof (whether or not
this Bond 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 Bond 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 Bond, 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 Bond 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.
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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: W. Patrick Shannon
Vice President and Controller
July 30, 1999
