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):
December 3, 1999
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.)
Room 15G03, 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
<PAGE>
Item 5. Other Events
Restatement of Second and Third Quarter 1999 Results
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On December 3, 1999, BellSouth announced that it is restating its second quarter
and third quarter 1999 results for the accounting treatment of an asset swap.
See Exhibit 99a for a complete copy of the related press release.
Earnings guidance
- ---------------------------------
BellSouth reiterated that it expects reported earnings per share growth
for the full year 1999 to be in the 19-21 percent range.
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Cautionary Language Concerning Forward-Looking Statements
- --------------------------------------------------------------------------
Statements that do not address historical performance are based on our
assumptions and estimates and are subject to risks and uncertainties. For these
statements, we claim the protection of the safe harbor for forward-looking
statements provided by the Private Securities Litigation Reform Act of 1995.
Factors that could affect future operating results and financial position and
could cause actual results to differ materially from those expressed in the
forward-looking statements are:
o a change in economic conditions in domestic or international markets where
we operate or have material investments which would affect demand for our
services;
o the intensity of competitive activity and its resulting impact on pricing
strategies and new product offerings;
o further delay in our entry into the interLATA long distance market;
o higher than anticipated start-up costs or significant up-front investments
associated with new business initiatives;
o unanticipated higher capital spending from the deployment of new
technologies;
o unsatisfactory results in regulatory actions including access reform,
universal service, terms of interconnection and unbundled network elements
and resale rates; and
o failure to satisfactorily identify and complete Year 2000 software and
hardware revisions by us and third parties.
This list of cautionary statements is not exhaustive. These and other
developments could cause our actual results to differ materially from those
forecast or implied in the forward-looking statements. You are cautioned not to
place undue reliance on these forward-looking statements, which are current only
as of the date of this filing. We have no obligation to publicly release the
results of any revisions to these forward-looking statements to reflect events
or circumstances after the date of this filing.
<PAGE>
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
December 3, 1999
FOR MORE INFORMATION FOR IMMEDIATE RELEASE
Jeff Battcher (404-713-0274) December 3, 1999
Pattie Kushner (404-249-2365)
BellSouth Recognizes One-Time Charge Related to Upgrading Wireless Network
ATLANTA - BellSouth Corporation (NYSE: BLS) announced today that it is revising
the reporting of an asset swap executed in June 1999, related to equipment that
is being replaced as the company continues to upgrade its U.S. wireless network.
BellSouth initially reported the transaction as a like-kind exchange. Upon
review of clarifying accounting literature issued on November 24, 1999 and
further analysis, the company is revising its reporting of the transaction.
As a result, the company will restate results for the second and third quarters
of 1999. A non-cash charge of approximately $187 million after taxes, or 10
cents per share, will be reflected in revised second quarter 1999 results. In
addition, applicable depreciation expense will be adjusted, with no resulting
impact on previously reported earnings per share for the second quarter and a
1-cent decrease in previously reported earnings per share for the third quarter.
However, BellSouth reiterated that it expects reported earnings per share growth
for the full year 1999 to be in the 19-21 percent range.
In June 1999, BellSouth entered into a contract with Ericsson to replace
infrastructure equipment in 14 wireless markets. The agreement calls for
Ericsson to provide and install switches, base stations, software and services.
BellSouth entered into the agreement to improve network performance and to lay
the foundation for migration of the network to Third Generation wireless (3G)
and wireless Internet.
BellSouth is a $25 billion communications services company. It provides
telecommunications, wireless communications, cable and digital TV, advertising
and publishing, and Internet and data services to more than 36 million customers
in 20 countries worldwide.
NOTE: For more information about BellSouth Corporation, visit the BellSouth Web
page at http://www.bellsouth.com/
Safe Harbor Statement
In addition to historical information, this press release contains
forward-looking statements regarding events and financial trends. Factors that
could affect future results and financial position and could cause actual
results to differ materially from those expressed in the forward-looking
statements include:
1. a change in economic conditions in domestic or international markets where we
operate or have material investments which would affect demand for our services;
2. the intensity of competitive activity and its resulting impact on pricing
strategies and new product offerings; and
3. higher than anticipated cash requirements for investments, new business
initiatives and acquisitions.
