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Filed pursuant to Rule 424(b)(3)
Registration No. 333-21233
BELLSOUTH
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BELLSOUTH DIRECT
INVESTMENT PLAN
PROSPECTUS
May 17, 1999
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TABLE OF CONTENTS
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Page
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BellSouth Direct Investment Plan.......................... 1
BellSouth Corporation..................................... 1
The Plan:
Summary of the Plan..................................... 2
Administrator of the Plan............................... 3
Inquiries: BellSouth Shareholder Services............... 3
Enrollment.............................................. 4
Investment Options:
Dividend Reinvestment................................ 4
Deposit Cash Dividends Electronically................ 5
Optional Cash Investments............................ 6
Purchase of Shares...................................... 6
Sale of Shares.......................................... 7
Safekeeping of your Stock Certificates and Book Entry... 8
Gifts or Transfers of Shares............................ 9
Issuance of Certificates................................ 9
Plan Service Fees....................................... 10
Tracking Your Investments............................... 10
U.S. Federal Income Tax Information..................... 10
Miscellaneous
Available Information/Incorporation of Documents by
Reference............................................ 11
Stock Splits, Stock Dividends and Other Distributions... 12
Voting of Proxies....................................... 12
Responsibility of Administrator and BellSouth
Corporation.......................................... 12
Legal Matters........................................... 13
Plan Modification or Termination........................ 13
Change of Eligibility; Termination...................... 13
Foreign Participation................................... 13
Independent Public Accountants.......................... 13
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BELLSOUTH DIRECT INVESTMENT PLAN
This Prospectus describes the BellSouth Direct Investment Plan, formerly called
the BellSouth Direct Stock Purchase and Dividend Reinvestment Plan, which became
effective on March 1, 1997. The Plan promotes long-term ownership in BellSouth
Corporation by offering:
- A simple, cost-effective method for purchasing shares of BellSouth stock
directly from the Company;
- A way to increase your holdings in BellSouth by reinvesting your cash
dividends;
- The opportunity to purchase additional shares by making optional cash
investments.
You do not have to be a current shareholder of BellSouth to participate in the
Plan. You can purchase your first shares of BellSouth stock through the Plan, by
making an initial investment of $500 or more, which includes an enrollment fee
of $10. If you currently participate in BellSouth's dividend reinvestment plan,
you are automatically enrolled in the Plan.
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BELLSOUTH CORPORATION
BellSouth is a communications services company. It provides telecommunications,
wireless communications, cable and digital TV, directory advertising and
publishing, and Internet and data services to nearly 34 million customers in 19
countries worldwide. Although BellSouth traces its roots back to the Bell
System, it was incorporated in 1983 under the laws of the State of Georgia. Its
principal executive offices are located at 1155 Peachtree Street, N.E., Atlanta,
Georgia 30309-3610, and its telephone number is (404) 249-2000.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATORS HAVE DETERMINED IF THIS PROSPECTUS IS ACCURATE OR ADEQUATE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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SUMMARY OF THE PLAN
- - ENROLLMENT: New shareholders can join by making an initial investment of at
least $500, which includes an enrollment fee of $10. Existing BellSouth
shareholders can participate by submitting a completed Enrollment Form. If your
shares are held in a brokerage account, you may participate directly by
registering some or all of your shares in your name. The $10 enrollment fee does
not apply to existing shareholders joining the Plan.
- - REINVESTMENT OF DIVIDENDS: You can reinvest all or a portion of your cash
dividends toward the purchase of additional shares of BellSouth stock without
paying trading fees. In order to take advantage of the dividend reinvestment
option, you must reinvest the dividends on at least five shares.
- - OPTIONAL CASH INVESTMENTS: After you are enrolled in the Plan, you can buy
additional shares of BellSouth stock without paying any fees. You can invest a
minimum of $50 at any one time, up to $100,000 in the aggregate per calendar
year. You can pay by check or have your payment automatically withdrawn from
your bank account.
- - FULL INVESTMENT: Full investment of your dividends is possible because the
Company will credit your account with both whole and fractional shares.
BellSouth pays dividends on both whole shares and fractional shares.
- - SAFEKEEPING OF CERTIFICATES: You can deposit your BellSouth stock
certificates with BellSouth Shareholder Services for safekeeping at no cost to
you. A certificate for your shares will be sent to you, free of charge, upon
request.
- - GIFTS OR TRANSFERS OF SHARES: You can give or transfer your BellSouth shares
to others.
- - SELL SHARES CONVENIENTLY: If you choose to sell the BellSouth stock held in
your Plan account, you will pay fees lower than those typically charged by
stockbrokers.
- - TRACKING YOUR INVESTMENT: You will receive a Plan statement or a notification
after each transaction. Statements provide the details of the transaction and
show the share balance in your Plan account.
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ADMINISTRATOR OF THE PLAN
BellSouth has designated The Chase Manhattan Bank to administer the Plan and act
as Agent for the participants. The Chase Manhattan Bank has designated its
affiliates, ChaseMellon Shareholder Services, L.L.C. and Chase Securities Inc.,
and other agents to perform certain services for the Plan. These companies will
purchase and hold shares of stock for Plan participants, keep records, send
statements and perform other duties required by the Plan.
THE ADMINISTRATOR MAY BE CONTACTED AT BELLSOUTH SHAREHOLDER SERVICES AS DETAILED
BELOW.
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INQUIRIES: BELLSOUTH SHAREHOLDER SERVICES
For information about the BellSouth Direct Investment Plan:
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Call BellSouth Shareholder Services: 1-800-631-6001
Outside the United States call collect: (201) 329-8663
FAX: (201) 329-8990
Internet: WWW.BELLSOUTH.COM/INVESTOR
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Written requests and notices should be mailed as follows:
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Send correspondence and all requests Send Optional Cash Investments
except Optional Cash Investments to: to:
BELLSOUTH SHAREHOLDER SERVICES BELLSOUTH SHAREHOLDER SERVICES
WASHINGTON BRIDGE STATION OPTIONAL CASH INVESTMENTS
P.O. BOX 465 P.O. BOX 371-987
NEW YORK, N.Y. 10033-0465 PITTSBURGH, PA 15250-7987
Please include your daytime telephone Make check or money order payable to
number. BellSouth Corporation in U.S.
dollars. Please use transaction stub
at bottom of statement.
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ENROLLMENT
You are eligible to participate in the Plan if you meet the requirements
outlined below. If you live outside the U.S., you should first determine if
there are any governmental regulations that would prohibit your participation in
the Plan.
- - IF YOU DO NOT CURRENTLY OWN ANY BELLSOUTH STOCK, you can join the Plan by
making an initial investment of at least $500, but not more than $100,000. You
can get started in the Plan by returning a completed Enrollment Form to
BellSouth Shareholder Services along with your check or money order payable to
BellSouth Corporation. A $10 enrollment fee will be deducted from your initial
investment. The Administrator will arrange for the purchase of shares for your
account but will not pay interest on amounts held pending investment. Please
allow two weeks for your account to be established, initial shares to be
purchased and a statement mailed to you. (See "Purchase of Shares" on page 6.)
- - IF YOU ALREADY OWN BELLSOUTH STOCK AND THE SHARES ARE REGISTERED IN YOUR NAME,
you may join the Plan by returning a completed Enrollment Form to BellSouth
Shareholder Services.
- - IF YOUR SHARES ARE HELD IN A BROKERAGE, BANK OR OTHER INTERMEDIARY ACCOUNT,
and you wish to participate directly in the Plan, you should direct your broker,
bank, or trustee to register some or all of your BellSouth shares directly in
your name. You can then get started in the Plan by returning a completed
Enrollment Form to BellSouth Shareholder Services.
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INVESTMENT OPTIONS
Once enrolled in the Plan, you have the following choices:
- - DIVIDEND REINVESTMENT: You can choose to reinvest all or a portion of the
regular cash dividends paid on your shares held in the Plan toward the purchase
of additional shares of BellSouth stock. To participate in the reinvestment
feature of the Plan, you must elect to reinvest the dividends on a minimum of
five shares. If the number of shares on which dividends are reinvested falls
below five shares, you will receive a check for the full amount of the dividend.
You can change your dividend reinvestment election at any time by notifying
BellSouth Shareholder Services. For a particular dividend to be reinvested, your
notification must be received prior to the record date for that dividend. (The
record date is normally 20 days prior to the payment date.)
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If you elect to reinvest your dividends, you must choose one of the following
when completing the Dividend Reinvestment section of the Enrollment Form:
FULL DIVIDEND REINVESTMENT
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Purchase additional shares by reinvesting all of your cash dividends.
PARTIAL DIVIDEND REINVESTMENT
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If you choose to reinvest less than all of your dividends, you must select
one of the following options:
OPTION 1. Receive a cash dividend payment based on the number of full
shares you specify. Reinvest the dividends on all remaining shares. This
option allows you to receive a fixed amount of cash each quarter (assuming
the dividend stays the same).
OPTION 2. Reinvest dividends based on the number of full shares you
specify. Receive a cash dividend payment on all remaining shares. This
option allows you to receive an increasing amount of cash each quarter
(again, assuming the dividend stays the same).
DEPOSIT CASH DIVIDENDS ELECTRONICALLY: If you choose partial dividend
reinvestment, you can have all of your cash dividends deposited directly
into your bank account instead of receiving a check by mail -- just
complete the appropriate sections of the Enrollment Form or notify
BellSouth Shareholder Services. Direct Deposit Authorization Forms will be
acted upon as soon as possible after they are received. You can change
your designated bank account for direct deposit or discontinue this
feature by notifying BellSouth Shareholder Services.
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- - OPTIONAL CASH INVESTMENTS: You can purchase additional shares of BellSouth
stock by using the Plan's optional cash investment feature. You must invest at
least $50 at any one time and cannot invest more than $100,000 in a calendar
year. Interest will not be paid on amounts held pending investment.
BY CHECK OR MONEY ORDER: You may make optional cash investments by
sending a check or money order payable to BellSouth Corporation. Do not send
cash. To facilitate processing of your investment, please use the transaction
stub located on the bottom of your Plan statement. Mail your investment and
transaction stub to the address specified on the statement. You may not sell or
withdraw shares purchased by check for a period of 14 days from the receipt of
the check. A $25 fee will be assessed for a check that is returned for
insufficient funds.
BY AUTOMATIC WITHDRAWAL FROM YOUR BANK ACCOUNT: If you wish to make
regular monthly purchases, you can authorize an automatic monthly withdrawal
from your bank account. This feature enables you to make ongoing investments
without writing a check. Funds will be deducted from your account on the 15th
day of each month. If this date falls on a bank holiday or weekend, funds will
be deducted on the next business day. Please allow four to six weeks for the
first automatic monthly withdrawal to be initiated. You must notify BellSouth
Shareholder Services in writing to change or terminate automatic withdrawal. A
$25 fee will be assessed if your account has insufficient funds available for
withdrawal.
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PURCHASE OF SHARES
- - PURCHASE INTERVALS: The Administrator will make arrangements to use initial
and optional cash investments to purchase BellSouth shares as promptly as
practical, but at least once each week. The Administrator will use reinvested
dividends to purchase shares on a quarterly basis. Purchases may be made over a
number of days to meet the requirements of the Plan.
- - SOURCE AND PRICING OF SHARES:
SOURCE OF SHARES: Stock needed to meet the requirements of the Plan will
either be purchased in the open market or issued directly by BellSouth from
authorized but unissued shares or treasury shares.
SHARES PURCHASED IN THE OPEN MARKET: If the shares are purchased in the open
market, your price per share will be the weighted average price of shares
purchased to satisfy Plan requirements. Trading fees incurred by the Plan for
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purchases will be paid by BellSouth and will be reported to you as taxable
income. All fractional shares are calculated to four decimals and are credited
to your account.
SHARES PURCHASED FROM BELLSOUTH: If the shares are purchased from BellSouth,
your price per share for initial and optional cash investments will be the
average of the daily high and low sale prices quoted on the New York Stock
Exchange (NYSE) Composite Transactions listing for the day the shares are
purchased. For quarterly reinvestment of dividends, your price per share will be
the average of the daily high and low sale prices quoted on the NYSE Composite
Transactions listing for the three day period surrounding the dividend payment
date. If there is no trading of BellSouth stock on the NYSE for a substantial
period of time during the pricing period, then the price per share will be
determined by BellSouth on the basis of such market quotations as it considers
appropriate.
- - TIMING AND CONTROL: Because the Administrator will arrange for the purchase
of shares on behalf of the Plan, neither BellSouth Corporation nor any
participant in the Plan has the authority or power to control either the timing
or pricing of shares purchased or the selection of the broker making the
purchases. Therefore, you will not be able to precisely time your purchases
through the Plan, and will bear the market risk associated with fluctuations in
the price of BellSouth's stock. That is, if you send in an initial or optional
cash investment, it is possible that the market price of BellSouth stock could
go up or down before the broker purchases stock with your funds. In addition,
you will not earn interest on initial or optional cash investments for the
period before the shares are purchased.
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SALE OF SHARES
You can sell any number of shares held in your Plan account or book entry form
by notifying BellSouth Shareholder Services. The Administrator will arrange for
sales to be made at least weekly. Sales may be made more frequently if volume
dictates. The sale price will be the weighted average price of all shares sold
for Plan participants during that period. You will receive the proceeds of the
sale less a $10 sales transaction fee, a trading fee, and any required tax
withholdings. (See "Plan Service Fees" on page 10.)
You can choose to sell your shares through a stockbroker of your choice, in
which case you should request a certificate for your shares from BellSouth
Shareholder Services. (See "Issuance of Certificates" on page 9.) If you wish to
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transfer shares electronically to your brokerage account, please contact
BellSouth Shareholder Services.
Please note that if your total holdings fall below one share, the Administrator
will liquidate the fractional share, remit the proceeds to you, less any
applicable fees, and close your Plan account.
TIMING AND CONTROL: Because the Administrator will sell the shares on behalf of
the Plan, neither BellSouth Corporation nor any participant in the Plan has the
authority or power to control the timing or pricing of shares sold or the
selection of the broker making the sales. Therefore, you will not be able to
precisely time your sales through the Plan, and will bear the market risk
associated with fluctuation in the price of BellSouth's stock. That is, if you
send in a request to sell shares, it is possible that the market price of
BellSouth stock could go down or up before the broker sells your shares. In
addition, you will not earn interest on a sales transaction.
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SAFEKEEPING OF YOUR STOCK CERTIFICATES AND BOOK ENTRY
Shares of BellSouth stock that you buy under the Plan will be maintained in your
Plan account for safekeeping in book entry form. You will receive a periodic
Plan statement detailing the status of your holdings. For more information, see
"Tracking Your Investments" on page 10. Any BellSouth shareholder may use the
Plan's "safekeeping" service to deposit their BellSouth stock certificates at no
cost. Safekeeping is beneficial because you no longer bear the risk and cost
associated with the loss, theft, or destruction of stock certificates. With
safekeeping, you have the option of receiving cash dividends, reinvesting your
dividends (provided that you reinvest the dividends on a minimum of five shares)
or taking advantage of the sale of shares feature of the Plan. Certificates will
be issued only upon written request to BellSouth Shareholder Services. (See
"Issuance of Certificates" on page 9.)
To use the safekeeping service, send your certificates to BellSouth Shareholder
Services by registered mail with written instructions to deposit them in
safekeeping. If you use registered mail, your certificates will be automatically
covered by an Administrator blanket bond up to the first $100,000 of value. Do
not endorse the certificates or complete the assignment section.
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GIFTS OR TRANSFERS OF SHARES
YOU CAN GIVE OR TRANSFER BELLSOUTH SHARES TO ANYONE YOU CHOOSE BY:
- Making an initial $500 cash investment to establish an account in the
recipient's name; or
- Submitting an optional cash investment on behalf of an existing
shareholder in the Plan in an amount not less than $50 nor more than
$100,000; or
- Transferring shares from your account to the recipient.
You must transfer a whole number of shares unless you transfer your entire
account. You may transfer shares to new or existing shareholders. BellSouth
Shareholder Services will automatically place such new accounts in full dividend
reinvestment status, providing the new account has a minimum of five shares. New
participants, at their discretion, may elect another option. If you participate
in dividend reinvestment and your request to either transfer all of your shares
or make a partial sale and transfer the balance of your shares is received
between the ex-dividend and the dividend record date, the processing of your
request may be held until after your account is credited with reinvested
dividends. This hold period could be as long as four weeks.
You must have your signature guaranteed by a financial institution participating
in the Medallion Guarantee program. The Medallion Guarantee program ensures that
the individual signing the certificate is in fact the registered owner as it
appears on the stock certificate or stock power.
If you need additional assistance, please call BellSouth Shareholder Services at
1-800-631-6001.
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ISSUANCE OF CERTIFICATES
You can withdraw all or some of the shares from your Plan account by notifying
BellSouth Shareholder Services.
Certificates will be issued for whole shares only. In the event your request
involves a fractional share, a check (less any applicable fees) for the value of
the fractional share will be mailed to you. You should receive your certificate
within two to three weeks of mailing your request.
Certificates will be issued in the name(s) in which the account is registered,
unless otherwise instructed. If the certificate is issued in a name other than
your Plan account registration, the signature on the instructions or stock power
must be guaranteed by a financial institution participating in the Medallion
Guarantee program, as described above.
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PLAN SERVICE FEES
ENROLLMENT FEE FOR NEW INVESTORS...................$10.00 per account enrollment
PURCHASE OF SHARES.....................................................No Charge
SALE OF SHARES (partial or full):
Transaction Fee....................................$10.00 per sale transaction
Trading Fee....................................................$0.08 per share
REINVESTMENT OF DIVIDENDS..............................................No Charge
OPTIONAL CASH INVESTMENTS VIA CHECK OR AUTOMATIC
INVESTMENT...........................................................No Charge
GIFT OR TRANSFER OF SHARES.............................................No Charge
SAFEKEEPING OF STOCK CERTIFICATES......................................No Charge
CERTIFICATE ISSUANCE...................................................No Charge
RETURNED CHECKS OR INSUFFICIENT FUNDS FOR AUTOMATIC
WITHDRAWAL.....................................$25.00 per check or transaction
DUPLICATE STATEMENTS
Current year.........................................................No Charge
Prior year(s)......................................$10.00 flat fee per request
The Administrator will deduct the applicable fees from either the initial
investment or proceeds from a sale.
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TRACKING YOUR INVESTMENTS
If you participate in dividend reinvestment, BellSouth Shareholder Services will
mail you a quarterly Plan statement showing all transactions (shares, amounts
invested, purchase prices) for your account including year-to-date and other
account information. Supplemental statements or notices will be sent when you
make an initial or optional cash investment or a deposit, transfer or withdrawal
of shares.
If you do not participate in dividend reinvestment, BellSouth Shareholder
Services will mail you a statement or notice confirming any transactions you
make. If you continue to be enrolled in the Plan, but have no transactions,
BellSouth Shareholder Services will mail you an annual statement of your
holdings.
Please retain your Plan statements to establish the cost basis of shares
purchased under the Plan for income tax and other purposes.
You should notify BellSouth Shareholder Services promptly of any change in
address since all notices, statements and reports will be mailed to your address
of record.
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U.S. FEDERAL INCOME TAX INFORMATION
Cash dividends reinvested under the Plan will be taxable as having been received
by you even though you have not actually received them in cash. You will receive
an annual statement from the Administrator indicating the
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amount of reinvested dividends reported to the U.S. Internal Revenue Service as
dividend income. The statement will also reflect any trading fees paid by
BellSouth on your behalf for purchases of shares.
You will not realize gain or loss for U.S. Federal income tax purposes upon the
transfer of shares to the Plan or the withdrawal of whole shares from the Plan.
You will, however, generally realize gain or loss upon the sale of shares
(including the receipt of cash for fractional shares) held in the Plan.
Plan participants who are non-resident aliens or non-U.S. corporations,
partnerships or other entities generally are subject to a withholding tax on
dividends paid on shares held in the Plan. The Administrator is required to
withhold from dividends paid the appropriate amount determined in accordance
with U.S. Treasury regulations. Any applicable withholding tax may be determined
by treaty between the U.S. and the country in which such participant resides.
Accordingly, the amount of any dividends, net of the applicable withholding tax,
will be credited to participant Plan accounts for the investment in additional
common stock.
The above summary is not a comprehensive summary of all of the tax
considerations that may be relevant to a participant in the Plan. Therefore, you
are urged to consult your tax advisors regarding the consequences of
participation in the Plan.
You should rely only on the information incorporated by reference or provided in
this prospectus or in any prospectus supplement. BellSouth has authorized no one
to provide you with different information. BellSouth is not making an offer of
to sell stock in any state or country where the offer is not permitted. You
should not assume that the information in this prospectus or the prospectus
supplement is accurate as of any date other than the date on the front of the
document.
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MISCELLANEOUS
AVAILABLE INFORMATION/INCORPORATION OF DOCUMENTS BY REFERENCE
BellSouth files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any reports, statements or other information BellSouth files at the SEC's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. BellSouth's SEC filings are also available to the public
from commercial document retrieval services, on its website at
"http://www.bellsouth.com/investor", and at the website maintained by the SEC at
"http://www.sec.gov."
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The SEC allows BellSouth to "incorporate by reference" the information it files
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. The documents listed below and
any future filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 until the Plan is terminated comprise the
incorporated documents:
(a) Annual Report on Form 10-K for the year ended December 31, 1998;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999; and
(c) Current Reports on Form 8-K for January 20, 1999, January 25, 1999, March
30, 1999 and April 20, 1999.
Upon request BellSouth will provide, without charge, a copy of any or all of the
documents incorporated by reference in this document (other than exhibits to
such documents, unless the exhibits are specifically incorporated by reference
in such documents). Your requests for copies should be directed to BellSouth
Investor Relations, 1155 Peachtree Street, Room 14B06, Atlanta, GA 30309-3610
(Telephone: 1-800-241-3419).
STOCK SPLITS, STOCK DIVIDENDS AND OTHER DISTRIBUTIONS
In the event dividends are paid in BellSouth common stock, or if BellSouth
common stock is distributed in connection with any stock split or similar
transaction, each account will be adjusted to reflect the receipt of the common
stock so paid or distributed.
VOTING OF PROXIES
BellSouth will send you proxy materials including a proxy card representing both
the shares for which you hold certificates and the shares, full and fractional,
in your Plan account. Your Shares will be voted in accordance with your
instructions. If you do not vote or if you return your proxy card unsigned, none
of your shares will be voted.
RESPONSIBILITY OF ADMINISTRATOR AND BELLSOUTH CORPORATION
Neither BellSouth Corporation nor the Administrator will be liable for any act
they do in good faith or for any good faith omission to act. This includes,
without limitation, any claims of liability for:
- failure to terminate your account upon your death prior to receiving
written notice of such death; or
- relating to purchases or sales prices reflected in your Plan account or
the dates of purchases or sales of your Plan shares; or
- for any fluctuation in the market value after purchase or sale of shares.
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The payment of dividends is at the discretion of BellSouth's Board of Directors
and will depend upon future earnings, the financial condition of BellSouth
Corporation and other factors. The Board may change the amount and timing of
dividends at any time without notice.
Neither BellSouth Corporation nor the Administrator can assure you a profit or
protect you against a loss on the shares you purchase under the Plan.
LEGAL MATTERS
Mr. Walter H. Alford, the former Executive Vice President and General Counsel of
BellSouth Corporation, gave his opinion regarding the validity of the Common
Stock covered by this Prospectus. Mr. Alford owns common stock and is eligible
to participate in the Plan.
PLAN MODIFICATION OR TERMINATION
BellSouth Corporation reserves the right to suspend, modify or terminate the
Plan at any time. You will receive notice of any such suspension, modification
or termination. BellSouth and the Administrator also reserve the right to change
any administrative procedures of the Plan.
CHANGE OF ELIGIBILITY; TERMINATION
BellSouth reserves the right to deny, suspend or terminate participation by a
shareholder who is using the Plan for purposes inconsistent with the intended
purpose of the Plan. In such event, BellSouth Shareholder Services will notify
you in writing and will continue to safekeep your shares but will no longer
accept optional cash investments or reinvest your dividends. BellSouth
Shareholder Services will issue a certificate to you upon written request.
FOREIGN PARTICIPATION
If you live outside of the U.S., you should first determine if there are any
laws or governmental regulations that would prohibit your participation in the
Plan. BellSouth reserves the right to terminate participation of any shareholder
if it deems it advisable under any foreign laws or regulations.
INDEPENDENT PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP, independent accountants, has audited the
consolidated financial statements included in BellSouth's Annual Report on Form
10-K for the year ended December 31, 1998. That Form 10-K is incorporated by
reference in this prospectus, to the extent and for the periods indicated in
PricewaterhouseCoopers LLP's report relating to such consolidated financial
statements, which is also incorporated by reference. We have included
BellSouth's consolidated financial statements in reliance upon the report of
PricewaterhouseCoopers LLP given upon their authority as experts in auditing and
accounting.
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BELLSOUTH(R)
