<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 1999
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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<TABLE>
<S> <C>
BELLSOUTH BELLSOUTH CAPITAL
CORPORATION FUNDING CORPORATION
A GEORGIA CORPORATION A GEORGIA CORPORATION
I.R.S. EMPLOYER I.R.S. EMPLOYER
NO. 58-1533433 NO. 58-1744323
</TABLE>
1155 PEACHTREE ST., N.E.
ATLANTA, GEORGIA 30309-3610
TELEPHONE NUMBER (404) 249-2000
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AGENT FOR SERVICE
RAY E. WINBORNE
BELLSOUTH CORPORATION
15G03 CAMPANILE
1155 PEACHTREE ST., N.E.
ATLANTA, GEORGIA 30309-3610
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PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
<TABLE>
<S> <C>
CLARENCE B. MANNING CHARLES S. WHITMAN III
BELLSOUTH CORPORATION DAVIS POLK & WARDWELL
1155 PEACHTREE ST., N.E. 450 LEXINGTON AVENUE
SUITE 1800 NEW YORK, NEW YORK 10017
ATLANTA, GEORGIA 30309-3610
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] 33-[ ].
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] 33-[ ].
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
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<S> <C> <C> <C> <C>
Debt Securities........................ $2,972,735,000 (2) 100% $-- $826,420
Interests in the Support Agreement
between the Registrants.............. -- (3) -- -- --
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
exclusive of accrued interest, if any.
(2) If any Debt Securities are issued at an original issue discount, the net
proceeds to be received by BellSouth Capital Funding Corporation shall be
deemed to be the amount to be registered (excluding any fees and
commissions). Any offering of Debt Securities denominated other than in U.S.
dollars will be treated as the equivalent in U.S. dollars based on the
exchange rate applicable to the purchase of such Debt Securities from
BellSouth Capital Funding Corporation.
(3) No separate consideration will be received for the interests in the Support
Agreement.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT ALSO RELATES TO $727,265,000 OF DEBT
SECURITIES REGISTERED AND REMAINING UNISSUED UNDER REGISTRATION STATEMENT NOS.
33-51449 AND 333-45607 PREVIOUSLY FILED BY THE REGISTRANTS, IN RESPECT TO WHICH
$225,867 HAS BEEN PAID TO THE COMMISSION AS FILING FEES.
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8, MAY
DETERMINE.
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<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SEC IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES, IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
PRELIMINARY PROSPECTUS -- SUBJECT TO COMPLETION
$3,700,000,000
BELLSOUTH CAPITAL FUNDING CORPORATION
DEBT SECURITIES
ISSUED UNDER A SUPPORT AGREEMENT
WITH
BELLSOUTH CORPORATION
BellSouth Capital Funding Corporation ("we") may periodically offer these
securities. The supplements to this prospectus will describe the specific terms
of these securities. You should read this prospectus and any supplements
carefully before you invest.
All of the securities will be covered by a Support Agreement between us and
BellSouth Corporation ("BellSouth"), our parent company and sole shareholder. In
the Support Agreement, BellSouth has agreed to ensure payment of the securities.
(See "Support Agreement" on page 3.)
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS , 1999.
<PAGE> 3
ABOUT THIS PROSPECTUS
YOU MAY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS BUT SHOULD NOT
ASSUME THE INFORMATION IS ACCURATE AFTER THE DATE OF THIS PROSPECTUS, EVEN IF IT
IS DELIVERED SUBSEQUENTLY FOR ANY PURPOSE. NEITHER WE NOR ANY UNDERWRITER HAS
AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may,
from time to time, sell the securities described in this prospectus in one or
more offerings up to a total dollar amount of $3,700,000,000.
This prospectus provides you with a general description of the debt
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. A prospectus supplement may also add, update or change
information contained in this prospectus.
TABLE OF CONTENTS
<TABLE>
<S> <C>
About This Prospectus....................................... 2
Where You Can Find More Information......................... 2
BellSouth Corporation....................................... 3
BellSouth Capital Funding Corporation....................... 3
Support Agreement........................................... 3
Use of Proceeds............................................. 4
Description of Securities................................... 4
Plan of Distribution........................................ 7
Legal Opinions.............................................. 8
Independent Accountants..................................... 8
</TABLE>
WHERE YOU CAN FIND MORE INFORMATION
We are not subject to the informational filing requirements of the SEC, and
we have not and will not file any documents under the Securities Exchange Act of
1934. However, BellSouth is subject to the informational requirements of the
Exchange Act and files reports and other information with the SEC. You may read
and copy these reports at the public reference facilities of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the public reference room by calling the SEC at (800) 732-0330. In
addition, the SEC maintains an Internet site that contains reports and other
information regarding BellSouth (http://www.sec.gov).
We have registered these securities with the SEC (Nos. 33-51449, 333-45607
and 333- ) under the Securities Act of 1933. This prospectus does not
contain all of the information set forth in the registration statements. You may
obtain copies of the registration statements, including exhibits, as discussed
in the first paragraph.
The SEC allows us to "incorporate by reference" into this prospectus
required information on file 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 that we file with the SEC will automatically update and supersede
that information. The following documents have been filed by BellSouth with the
SEC (File No. 1-8607) and are incorporated by reference into this prospectus:
(1) BellSouth's Annual Report on Form 10-K for the year ended December
31, 1998.
(2) BellSouth's Current Reports on Form 8-K for January 20, January
25, March 30 and April 20, 1999.
2
<PAGE> 4
All documents that BellSouth files under Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of any series of securities shall be deemed to be
incorporated by reference in this prospectus and to be a part of it from the
date of filing of such documents.
YOU MAY OBTAIN COPIES OF THE ABOVE DOCUMENTS UPON REQUEST WITHOUT CHARGE
FROM THE OFFICE OF THE CONTROLLER OF BELLSOUTH, 1155 PEACHTREE STREET, N.E.,
15G03, ATLANTA, GEORGIA 30309-3610 (TELEPHONE NUMBER 404-249-4238).
BELLSOUTH CORPORATION
BellSouth was incorporated in 1983 under the laws of the State of Georgia
and has its principal executive offices at 1155 Peachtree Street, N.E., Atlanta,
Georgia 30309-3610 (telephone number 404-249-2000).
BellSouth is a holding company, whose principal subsidiary, BellSouth
Telecommunications, Inc. ("BST"), provides predominantly tariffed wireline
telecommunications services to substantial portions of the population of
Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina,
South Carolina and Tennessee. BellSouth's other businesses (primarily domestic
and international wireless services and advertising and publishing products) are
conducted through separate subsidiaries.
BELLSOUTH CAPITAL FUNDING CORPORATION
We were incorporated in 1987 under the laws of the State of Georgia and
have our principal executive offices at 1155 Peachtree Street, N.E., Atlanta,
Georgia 30309-3610 (telephone number 404-249-2000).
Our sole corporate purpose is obtaining financing to provide funds for
BellSouth's diversification and investments and for general working capital for
BellSouth, its subsidiaries and joint ventures. We do not provide financing to
BST, other than its subsidiaries whose operations are not regulated by tariff.
We raise funds through the sale of debt securities in the United States,
European and other overseas markets. We do not engage in any separate business
operations.
On October 14, 1987, the SEC issued an order exempting us from the
provisions of the Investment Company Act of 1940, provided that (1) we comply
with the provisions of Rule 3a-5 under the Act and (2) the securities remain
covered by the Support Agreement.
SUPPORT AGREEMENT
Under the Support Agreement, BellSouth has agreed to cause us to maintain a
positive tangible net worth, as determined in accordance with generally accepted
accounting principles. The Support Agreement also provides that we must remain a
wholly-owned subsidiary of BellSouth.
BellSouth will provide us sufficient funds to pay the securities. If we
default on the securities, the holders or a trustee acting on their behalf can
sue BellSouth directly. However no holder of securities or trustee acting on
their behalf would have recourse against the stock or assets of BST. Dividends
paid to BellSouth by BST, which in 1998 aggregated approximately $2.3 billion,
are not subject to this limitation. BellSouth's non-BST net book assets, which
would also be available to holders of securities under the Support Agreement,
aggregated approximately $7.3 billion at December 31, 1998.
BellSouth cannot amend or terminate the Support Agreement to adversely
affect the rights of holders of securities without the written consent of all
holders.
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<PAGE> 5
USE OF PROCEEDS
Our general plans for the proceeds from the sale of the securities are
described under "BellSouth Capital Funding Corporation" above. Prospectus
supplements will describe specific applications.
The Company will loan to or invest in BellSouth or its qualifying
subsidiaries the proceeds from the offerings as soon as practicable, but in no
event later than six months after receipt. In the interim, we will invest the
proceeds only in U.S. government securities or commercial paper permitted by
Rule 3a-5(a)(6) of the SEC under the Investment Company Act of 1940.
DESCRIPTION OF SECURITIES
The following description sets forth certain general terms and provisions
of the securities and the Indenture. You may obtain a copy of the Indenture as
described in "Where You Can Find More Information" on page 2. Particular
sections of the Indenture are cited parenthetically.
GENERAL
The securities will be issued under an Indenture dated as of August 1, 1992
among the Company, BellSouth and The Bank of New York, as successor to Wachovia
Bank of Georgia, N.A. (the "Trustee"). BellSouth and certain of its affiliates
maintain banking relationships in the ordinary course of business with the
Trustee and certain of its affiliates.
The Indenture does not limit the amount of securities that may be issued,
and securities may be issued as authorized from time to time by our Board of
Directors, by a Company order signed by two of our officers or by a supplemental
indenture. The securities will be unsecured general obligations and will rank
equally with our other outstanding debt.
GLOBAL SECURITIES
Form and Exchange
We will normally issue the securities in book-entry only form, which means
that they will be represented by one or more permanent global certificates
registered in the name of The Depository Trust Company, New York, New York
("DTC"), or its nominee. We will refer to this form here and in the prospectus
supplement as "book-entry only."
Alternatively, we may issue the securities in certificated form registered
in the name of the holder. Under these circumstances, holders may receive
certificates representing the securities. Securities in certificated form will
be issued only in increments of $1,000 and multiples of $1,000 and will be
exchangeable without charge except for reimbursement of taxes or other
governmental charges, if any. We will refer to this form as "certificated."
If we issue original issue discount ("OID") securities, we will describe
the special United States federal income tax and other considerations of a
purchase of such securities in the prospectus supplement. OID securities are
issued at a substantial discount below their principal amount because they pay
no interest or pay interest that is below market rates at the time of issuance.
Book-Entry Only Procedures
The following discussion pertains to securities that are issued in
book-entry only form.
We would issue one or more global securities to DTC or its nominee. DTC
would keep a computerized record of its participants (for example, your broker)
whose clients have purchased the securities. The participant would then keep a
record of its clients who purchased the securities. A global security is not
transferable, except that DTC, its nominees and their successors may transfer an
entire global security to one another.
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<PAGE> 6
Under book-entry only, we would not issue certificates to individual
holders of the securities. Beneficial interests in global securities will be
shown on, and transfers of global securities will be made only through, records
maintained by DTC and its participants.
DTC has provided us with the following information. DTC is:
- a limited-purpose trust company organized under the New York Banking Law;
- a "banking organization" within the meaning of the New York Banking Law;
- a member of the United States Federal Reserve System;
- a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
- a "clearing agency" registered under Section 17A of the Securities
Exchange Act of 1934.
DTC holds securities that its participants deposit with DTC. DTC also
facilitates the settlement among participants of securities transactions, such
as transfers and pledges, in deposited securities through computerized records
for participants' accounts. This eliminates the need to exchange certificates.
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations.
DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant. The rules that apply to DTC and its participants are on file with
the SEC.
DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., The American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.
We will wire principal and interest payments to DTC's nominee. We and the
Trustee will treat DTC's nominee as the owner of the global securities for all
purposes. Accordingly, neither we, BellSouth nor the Trustee will have any
direct responsibility or liability to pay amounts due on the securities, or to
furnish any information, to owners of beneficial interests in the global
securities.
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's records as of the record date for such payment. In addition, it
is DTC's current practice to assign any consenting or voting rights to
participants, whose accounts are credited with securities on a record date, by
using an omnibus proxy. Payments by participants to owners of beneficial
interests in the global securities, and voting by participants, will be governed
by the customary practices between the participants and owners of beneficial
interest, as is the case with securities held for the account of customers
registered in "street name." However, these payments will be the responsibility
of the participants and not of DTC, the Trustee, BellSouth or us.
Securities represented by a global security would be exchangeable for
securities represented by certificates with the same terms in authorized
denominations only if:
- DTC notifies us that it is unwilling or unable to continue as depository
or if DTC ceases to be a clearing agency registered under applicable law
and we do not appoint a successor depository within 90 days; or
- we instruct the Trustee that the global security is not exchangeable; or
- an event of default has occurred and is continuing.
LIEN ON ASSETS
Neither the Indenture nor the Support Agreement restricts BellSouth or us
from encumbering any of our respective assets. However, if we encumber any of
our assets, we will likewise secure outstanding securities, and any other of our
obligations, which may be entitled to the benefit of a similar covenant.
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This covenant does not apply to purchase-money liens, to deposits or pledges
under workers' compensation, unemployment insurance or other laws or to secure
judicial or other statutory obligations. (Section 4.02)
SUCCESSOR ENTITIES
Neither we nor BellSouth may consolidate with or merge into, or transfer or
lease our respective property and assets substantially as an entirety to,
another entity unless the successor entity is a United States corporation and,
in our case, it assumes all our obligations under the securities and the
Indenture and, in the case of BellSouth, it assumes all the obligations of
BellSouth under the Indenture and the Support Agreement. In that event, except
in the case of a lease, all such obligations of us or BellSouth, as the case may
be, shall terminate. (Sections 5.01 and 5.02)
BellSouth or a subsidiary may obligate itself to pay the principal of and
interest on all securities and to perform our Indenture covenants. In that
event, BellSouth or the subsidiary would have the same rights and obligations as
we would under the Indenture, and we would be released from the Indenture.
(Section 5.03).
EVENTS OF DEFAULT
The following would be events of default under the Indenture regarding a
series of securities:
- default in the payment of interest on any security of such series for 90
days;
- default in the payment of the principal of any security of such series;
- failure by us or BellSouth for 90 days after notice to comply with any of
our other Indenture or Support Agreement agreements regarding the
securities of such series (other than covenants relating only to other
series) and
- certain events of bankruptcy or insolvency relating to us.
A payment default regarding one series would not create a cross-default
with regard to any other series of Indenture securities. (Section 6.01) If an
event of default occurs and is continuing regarding the securities of any
series, the Trustee or the holders of at least 25% in principal amount of all of
the outstanding securities of that series may declare the principal (or, if the
securities of that series are OID securities, such portion of the principal
amount as may be specified in the terms of that series) of, and any accrued
interest on, all the securities of that series to be due and payable. Securities
of all other series would be unaffected. Upon declaration, such principal (or,
in the case of OID securities, such specified amount) and interest would become
due and payable immediately. (Section 6.02)
Securityholders may not enforce the Indenture, the securities or the
Support Agreement, except as provided in the Indenture and the Support
Agreement. (Section 6.06) The Trustee may require indemnity before it enforces
the Indenture, the securities or the Support Agreement. (Section 7.01(e))
Subject to certain limitations, holders of a majority in principal amount of the
securities of each series affected may direct the Trustee in its exercise of any
trust power regarding securities of that series. (Section 6.05) The Trustee may
withhold from securityholders notice of any continuing default (except a default
in payment of principal or interest) if it determines that withholding notice is
in their interests. (Section 7.05)
AMENDMENT AND WAIVER
Subject to certain exceptions, the Indenture and the securities may be
amended or supplemented by agreement of us, BellSouth and the Trustee with the
consent of the holders of a majority in principal amount of the outstanding
securities of each affected series. Also, we may be excused from complying with
an obligation with the consent of the holders of a majority in principal amount
of outstanding securities of each affected series. However, without the consent
of each securityholder affected, an amendment or waiver may not
- reduce the amount of securities whose holders must consent to an
amendment or waiver;
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- reduce the rate of or change the time for payment of interest on any
security;
- reduce the principal of, or change the fixed maturity of, any security;
- waive a default in the payment of principal of or interest on any
security;
- make any security payable in money other than that stated in the
security;
- impair the right to institute suit for the enforcement of any payment on
or with respect to any securities; or
- amend or terminate the Support Agreement to the detriment of the
securityholders. (Section 9.02)
We, BellSouth and the Trustee may agree to amend or supplement the
Indenture without the consent of any securityholder
- to cure any ambiguity, defect or inconsistency in the Indenture or in the
securities of any series;
- to secure the securities under the circumstances described under "Lien on
Assets" on page 5;
- to provide for the assumption of all the obligations of us or BellSouth,
as the case may be, under the securities and the Indenture in connection
with a merger, consolidation or transfer or lease of our or BellSouth's
property and assets substantially as an entirety as provided for in the
Indenture;
- to provide for the assumption by BellSouth or a subsidiary of all our
obligations under the securities and the Indenture;
- to provide for the issuance of, and establish the form, terms and
conditions of, a series of securities or to establish the form of any
certifications required to be furnished pursuant to the terms of the
Indenture or any series of securities;
- to provide for uncertificated securities in addition to or in place of
certificated securities;
- to add to rights of securityholders or surrender any right or power
conferred on us; or
- to make any change that does not adversely affect the rights of any
securityholder.
(Section 9.01)
PLAN OF DISTRIBUTION
We may sell the securities directly to purchasers, through agents, through
dealers, through underwriters or through a combination of those methods.
The securities may be distributed from time to time in one or more
transactions at a fixed price or prices, which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices.
In connection with the sale of securities, underwriters or agents may
receive discounts, concessions or commissions from us or from purchasers for
whom they may act as agents. Underwriters may sell securities to or through
dealers, and such dealers may receive discounts, concessions or commissions from
the underwriters or from purchasers for whom they may act as agents.
Underwriters, dealers and agents that participate in the distribution of
securities may all have the status of underwriters under the Securities Act of
1933. The prospectus supplement will identify any underwriter or agent and
describe any compensation paid by us.
We may agree to indemnify underwriters and other persons against certain
civil liabilities, including liabilities under the Securities Act of 1933.
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LEGAL OPINIONS
Mark D. Hallenbeck, Associate General Counsel of BellSouth and our General
Counsel, is rendering an opinion regarding the legality of the securities. Mr.
Hallenbeck may be deemed to beneficially own 22,760 shares of BellSouth Common
Stock, including interests through various BellSouth employee benefit plans.
On behalf of dealers, underwriters or agents, Davis Polk & Wardwell is
rendering an opinion regarding certain legal matters in connection with the
offering of the securities.
INDEPENDENT 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 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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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee............... $ 826,420
Rating Agency Fees.......................................... 484,000*
Initial Fees and Expenses of Trustee, Transfer Agent and
Paying Agent.............................................. 20,000*
Printing and Distribution of Registration Statement,
Prospectus, Distribution Agreement, Indenture, Notes and
Miscellaneous Material.................................... 70,000*
Accountants' Fees and Expenses.............................. 20,000*
Legal Fees and Expenses..................................... 50,000*
Miscellaneous Expenses...................................... 29,580*
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Total............................................. $1,500,000*
==========
</TABLE>
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* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As authorized by the Georgia Business Corporation Code (the "GBCC"),
BellSouth's 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 Bylaws expanding directors' and officers' indemnification
rights and have 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 by BellSouth, and
in the event of a "change in control" (as defined in the Indemnity Agreement),
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.
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BellSouth's Bylaws, and those of the Company, also provide that BellSouth
and the Company, respectively, 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 or the Company, respectively,) by reason of service as a director or
officer of BellSouth or the Company, respectively (or of another entity at
BellSouth's or the Company's request), against liabilities and expenses 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 provision (with respect to directors) in
BellSouth's Articles of Incorporation and the Indemnity Agreements, as
authorized by the shareholders and as described above.
The directors and officers of BellSouth and the Company 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 or the Company, as the case may be, is entitled to have paid by the
insurers, or to have the insurers reimburse BellSouth or the Company, as the
case may be, for amounts paid by it, in respect of such claims if BellSouth or
the Company, as the case may be, is required to indemnify officers and directors
for such claims.
Any agents, dealers or underwriters, who execute any of the agreements
filed as Exhibit 1 to this registration statement, will agree to indemnify
BellSouth's and the Company's directors and their officers who signed the
registration statement against certain liabilities which might arise under the
Securities Act from information furnished to BellSouth and the Company by or on
behalf of any such indemnifying party.
II-2
<PAGE> 12
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
ITEM
NO. DESCRIPTION
- ----- -----------
<S> <C> <C>
1* -- Form of Distribution Agreement for Medium-Term Notes, Series
C (Exhibit 1 to Registration Statement No. 333-45607).
1-b -- Form of Underwriting Agreement.
4-a* -- Indenture dated as of August 1, 1992 among BellSouth Capital
Funding Corporation, BellSouth Corporation and The Bank of
New York, as successor to Wachovia Bank of Georgia, N.A.
(Exhibit 4-a to Registration Statement No. 33-48929)
4-b* -- Global Form of BellSouth Capital Funding Corporation Fixed
Rate Medium-Term Note, Series C (Exhibit 4-b to
Registration Statement No. 333-45607).
4-c* -- Global Form of BellSouth Capital Funding Corporation
Floating Rate Medium-Term Note, Series C (Exhibit 4-c to
Registration Statement No. 333-45607).
4-d* -- Global Form of BellSouth Capital Funding Corporation
Amortizing Medium-Term Note, Series C (Exhibit 4-d to
Registration Statement No. 333-45607).
4-e* -- Support Agreement dated as of October 15, 1987 between
BellSouth Capital Funding Corporation and BellSouth
Corporation, as amended as of August 1, 1992. (Exhibit 4-e
to Registration Statement No. 33-51449).
5 -- Opinion of Mark D. Hallenbeck, Associate General Counsel of
BellSouth Corporation and General Counsel of BellSouth
Capital Funding Corporation, as to the legality of the
securities to be issued.
12 -- Computation of Ratio of Earnings to Fixed Charges.
23-a -- Consent of PricewaterhouseCoopers LLP, independent
accountants.
23-b -- Consent of Mark D. Hallenbeck is contained in Exhibit 5.
24-a -- Powers of Attorney -- BellSouth Capital Funding Corporation
24-b -- Powers of Attorney -- BellSouth Corporation.
25 -- Statement of Eligibility of Trustee.
</TABLE>
- ---------------
* Exhibit incorporated by reference.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
II-3
<PAGE> 13
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions referred to in Item 15 or otherwise
(other than the insurance policies referred to therein), the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted against the
registrant by such director, officer or controlling person in connection with
the securities being registered, the registrant 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 of 1933 and will
be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-4
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta and State of Georgia, on the 26th day of
April, 1999.
BELLSOUTH CAPITAL FUNDING
CORPORATION
By /s/ W. PATRICK SHANNON
------------------------------------
W. Patrick Shannon, Controller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
PRINCIPAL EXECUTIVE OFFICER:
Mark E. Droege* President
PRINCIPAL FINANCIAL OFFICER:
Gary L. Walton* Vice President and Treasurer
PRINCIPAL ACCOUNTING OFFICER:
W. Patrick Shannon* Controller
<TABLE>
<S> <C>
DIRECTORS: *By /s/ W. PATRICK SHANNON
Ronald M. Dykes* ---------------------------------------------------
Mark E. Droege* W. Patrick Shannon, as attorney-in-fact
and on his own behalf as Principal Accounting Officer
April 26, 1999
</TABLE>
- ---------------
* by power of attorney
II-5
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta and State of Georgia, on the 26th day of
April, 1999.
BELLSOUTH CORPORATION
By /s/ W. PATRICK SHANNON
------------------------------------
W. Patrick Shannon
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C>
PRINCIPAL EXECUTIVE OFFICER:
F. Duane Ackerman* Chairman of the Board, 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
</TABLE>
<TABLE>
<S> <C>
DIRECTORS:
F. Duane Ackerman*
Reuben V. Anderson*
James H. Blanchard*
J. Hyatt Brown*
Armando M. Codina
Phyllis Burke Davis
Kathleen F. Feldstein* *By /s/ W. PATRICK SHANNON
John G. Medlin, Jr.* ----------------------------------------------------
Leo F. Mullin* W. Patrick Shannon,
Robin B. Smith* as attorney-in-fact and
C. Dixon Spangler, Jr.* on his own behalf as Principal Accounting Officer
William S. Stavropoulos*
J. Tylee Wilson* April 26, 1999
</TABLE>
- ---------------
* by power of attorney
II-6
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
ITEM
NO. DESCRIPTION PAGE
- ------- ----------- ----
<C> <S> <C> <C>
1-b -- Underwriting Agreement......................................
5 -- Opinion of Mark D. Hallenbeck Associate General Counsel of
BellSouth Corporation and General Counsel of BellSouth
Capital Funding Corporation, as to the legality of the
Securities to be issued.....................................
12 -- Computation of Ratio of Earnings to Fixed Charges...........
23-a -- Consent of PricewaterhouseCoopers LLP, independent
accountants.................................................
23-b -- Consent of Mark D. Hallenbeck is contained in Exhibit 5.....
24-a -- Powers of Attorney -- BellSouth Capital Funding
Corporation.................................................
24-b -- Powers of Attorney -- BellSouth Corporation.................
25 -- Statement of Eligibility of Trustee.........................
</TABLE>
<PAGE> 1
EXHIBIT 1-B
[FORM OF]
$
BELLSOUTH CAPITAL FUNDING CORPORATION
BELLSOUTH CORPORATION
YEAR % , DUE ,
UNDERWRITING AGREEMENT
[DATE]
<PAGE> 2
UNDERWRITING AGREEMENT
Date:
BellSouth Capital Funding Corporation
1155 Peachtree St., N.E.
Atlanta, GA 30309-3610
BellSouth Corporation
1155 Peachtree St., N.E.
Atlanta, GA 30309-3610
Dear Sirs:
We (the "Manager") understand that BellSouth Capital Funding Corporation, a
Georgia corporation (the "Company"), proposes to issue and sell
$ aggregate principal amount of [Title of Securities] (the
"Offered Securities") which shall be entitled to the benefits of a Support
Agreement dated October 15, 1987, as amended as of August 1, 1992, between the
Company and BellSouth Corporation ("BellSouth"). The Offered Securities will be
issued pursuant to an indenture dated as of August 1, 1992 among the Company,
BellSouth and The Bank of New York (as successor to Wachovia Bank of Georgia,
N.A.).
Subject to the terms and conditions set forth herein or incorporated by
reference herein, the Company hereby agrees to sell and the underwriter or
underwriters named below (such underwriter or underwriters being herein called
the "Underwriters") agree to purchase, severally and not jointly, the principal
amounts of such Offered Securities set forth below opposite their names at
% of their principal amount and accrued interest, if any, from ,
to the date of payment and delivery:
<TABLE>
<CAPTION>
PRINCIPAL
NAME AMOUNT
- ---- ---------
<S> <C>
$
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
NAME AMOUNT
- ---- ---------
<S> <C>
$
------
Total......................... $
======
</TABLE>
[The aggregate principal amount of Offered Securities to be purchased by
the several Underwriters may be reduced by the aggregate principal amount of
Offered Securities sold pursuant to delayed delivery contracts.]* The
Underwriters will pay for such Offered Securities (less any Offered Securities
sold pursuant to delayed delivery contracts) [by wire transfer of immediately
available funds] upon delivery thereof [through the book-entry facilities of The
Depository Trust Company] [at the offices of ] at 10:00 A.M.
(New York time) on [state date], or at such other time, not later than [state
date] as shall be designated by the Manager.
[Note: if any securities are to be sold pursuant to delayed delivery
contracts, disclosure would need to be added to the prospectus supplement.]
<PAGE> 3
The Offered Securities shall have the following terms:
Maturity:
Interest Rate:
Redemption Provisions:
Interest Payment Dates:
Initial Public Offering Price:
[other terms]:
[The commission to be paid to the Underwriters in respect of Offered
Securities purchased pursuant to delayed delivery contracts arranged by the
Underwriters shall be % of the principal amount thereof].*
All the provisions contained in the document entitled the BellSouth Capital
Funding Corporation Underwriting Agreement Standard Provisions (Debt) dated May
1, 1999, a copy of which you have previously received, are herein incorporated
by reference in their entirety and shall be deemed to be a part of this
Agreement to the same extent as if such provisions had been set forth in full
herein.
Very truly yours,
By:
------------------------------------
Acting severally on behalf of
itself and the several
Underwriters named above
Accepted:
BELLSOUTH CAPITAL FUNDING CORPORATION
By:
----------------------------------
Title:
BELLSOUTH CORPORATION
By:
----------------------------------
Title:
- ---------------
* To be added only if delayed delivery contracts are contemplated.
2
<PAGE> 4
BELLSOUTH CAPITAL FUNDING CORPORATION
UNDERWRITING AGREEMENT
STANDARD PROVISIONS (DEBT)
MAY 1, 1999
<PAGE> 5
From time to time, BellSouth Capital Funding Corporation, a Georgia
corporation (the "Company"), may enter into one or more underwriting agreements
that provide for the sale of designated securities to the several underwriters
named therein. The standard provisions set forth herein may be incorporated by
reference in any such underwriting agreement (an "Underwriting Agreement"). The
Underwriting Agreement, including the provisions incorporated therein by
reference, is herein referred to as this Agreement. Unless otherwise defined
herein, terms defined in the Underwriting Agreement are used herein as therein
defined.
I.
The Company proposes to issue, from time to time, debt securities (the
"Securities") which shall be entitled to the benefits of a Support Agreement
(the "Support Agreement") between the Company and BellSouth Corporation
("BellSouth") dated as of October 15, 1987, as amended as of August 1, 1992, and
will be issued pursuant to the provisions of an Indenture (the "Indenture")
dated as of August 1, 1992 among the Company, BellSouth and The Bank of New York
(as successor to Wachovia Bank of Georgia, N.A.), as Trustee. The Securities may
have varying designations, maturities, rates and times of payment of interest,
if any, selling prices, redemption terms, if any, and other specific terms.
The Company and BellSouth have filed with the Securities and Exchange
Commission (the "Commission") a registration statement including a prospectus
relating to the Securities and will file with the Commission a prospectus
supplement (the "Prospectus Supplement") specifically relating to a series of
Securities issued pursuant to the Indenture (the "Offered Securities") pursuant
to Rule 424 under the Securities Act of 1933 (the "Securities Act"). The term
Registration Statement means the registration statement as amended to the date
of the Underwriting Agreement. The term Basic Prospectus means the last dated
prospectus included in the Registration Statement. The term Prospectus means the
Basic Prospectus together with the Prospectus Supplement. The term Preliminary
Prospectus means a preliminary prospectus supplement, if any, specifically
relating to the Offered Securities, together with the Basic Prospectus. As used
herein, the terms "Registration Statement", "Basic Prospectus", "Prospectus" and
"Preliminary Prospectus" shall include in each case the material, if any,
incorporated by reference therein.
The term Underwriters' Securities means the Offered Securities to be
purchased by the Underwriters herein. The term Contract Securities means the
Offered Securities, if any, to be purchased pursuant to the delayed delivery
contracts referred to below.
II.
If the Prospectus provides for sales of Offered Securities pursuant to
delayed delivery contracts, the Company hereby authorizes the Underwriters to
solicit offers to purchase Contract Securities on the terms and subject to the
conditions set forth in the Prospectus pursuant to delayed delivery contracts
substantially in the form of Schedule I attached hereto ("Delayed Delivery
Contracts") but with such changes therein as the Company may authorize or
approve. Delayed Delivery Contracts are to be with institutional investors
approved by the Company and of the types set forth in the Prospectus. On the
Closing Date (as hereinafter defined), the Company will pay the Manager as
compensation, for the accounts of the Underwriters, the fee set forth in the
Underwriting Agreement in respect of the principal amount of Contract
Securities. The Underwriters will not have any responsibility in respect of the
validity or the performance of the Delayed Delivery Contracts.
If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the Contract Securities shall be deducted from the
Offered Securities to be purchased by the several Underwriters and the aggregate
principal amount of Offered Securities to be purchased by each Underwriter shall
be reduced pro rata in proportion to the principal amount of Offered Securities
set forth opposite each Underwriter's name in the Underwriting Agreement, except
to the extent that the Manager determines that such reduction shall be otherwise
and so advises the Company.
2
<PAGE> 6
III.
The Company is advised by the Manager that the Underwriters propose to make
a public offering of the Underwriters' Securities as soon after this Agreement
is entered into as in the Manager's judgment is advisable. The terms of the
public offering of the Underwriters' Securities are set forth in the Prospectus.
IV.
Payment for the Underwriters' Securities shall be made by certified or
official bank check or checks payable to the order of the Company in New York
Clearing House funds of by wire transfer of immediately available funds (as
specified in the Underwriting Agreement) at the time and place set forth in the
Underwriting Agreement, upon delivery to the Manager for the respective accounts
of the several Underwriters of the Underwriters' Securities registered in such
names and in such denominations as the Manager shall request in writing not less
than two full business days prior to the date of the delivery (through the
book-entry facilities of The Depository Trust Company, if specified in the
Underwriting Agreement). The time and date of such payment and delivery of the
Underwriters' Securities are herein referred to as the Closing Date.
V.
The several obligations of the Underwriters hereunder are subject to the
following conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall be in effect, and no proceedings for such purpose shall
have been instituted or threatened by the Commission, and there shall have
been no material adverse change and no development which, in the reasonable
judgment of the Manager, involves a substantial likelihood of a prospective
material adverse change in the condition of the Company or of BellSouth and
its subsidiaries, taken as a whole, from that set forth in the Registration
Statement and the Prospectus, and the Support Agreement shall remain a
valid and enforceable agreement in accordance with its terms.
(b) The Manager shall have received on the Closing Date an opinion (or
opinions) of counsel for the Company and BellSouth, who may be an employee
of BellSouth, dated the Closing Date, substantially to the effect set forth
in Exhibit A.
(c) The Manager shall have received on the Closing Date an opinion of
Davis Polk & Wardwell, counsel for the Underwriters, dated the Closing
Date, substantially to the effect set forth herein in Exhibit B.
(d) The Manager shall have received on the Closing Date a letter,
dated the Closing Date, in form and substance satisfactory to the Manager,
from Coopers & Lybrand L.L.P., independent public accountants, containing
statements and information of the type ordinarily included in accountants'
"comfort letters" to underwriters with respect to the financial statements
and certain financial information contained in or incorporated by reference
into the Registration Statement and the Prospectus.
(e) The Manager shall have received on the Closing Date a certificate
signed by the President, any Vice President or the Treasurer of the Company
and BellSouth, to the effect that the signers of such certificate have
examined the Registration Statement, the Prospectus and this Agreement and
that:
(i) the representations and warranties of the Company and BellSouth
herein are true and correct in all material respects on and as of the
Closing Date, and the Company and BellSouth have complied with all the
agreements and satisfied all the conditions on their part to be
performed or satisfied at or prior to the Closing Date;
3
<PAGE> 7
(ii) no stop order suspending the effectiveness of the Registration
Statement has been issued, and no proceedings for that purpose have been
instituted or, to the Company's or BellSouth's knowledge, threatened by
the Commission; and
(iii) since the date of the most recent financial statements
included or incorporated by reference in the Prospectus, there has been
no material adverse change and no development which, in the reasonable
judgment of the signer of such certificate, involves the substantial
likelihood of a prospective material adverse change in the condition of
BellSouth and its subsidiaries, taken as a whole, from that set forth in
the Registration Statement and the Prospectus.
VI.
In further consideration of the agreements of the Underwriters contained in
this Agreement, the Company and BellSouth covenant as follows:
(a) To deliver to the Manager two copies of the Registration Statement
as originally filed (including documents incorporated by reference therein)
and of all amendments thereto up to the time of closing. Promptly upon the
filing with the Commission of any amendment to the Registration Statement
or of any supplement to or amendment of the Prospectus, the Company will
deliver to the Representatives two copies thereof. The terms "supplement"
and "amendment" or "amend", as used in this Agreement, shall include all
documents subsequently filed by the Company pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") which are deemed to be
incorporated by reference in the Prospectus from the date of filing such
documents in accordance with Form S-3.
(b) If, during such period after the first date of the public offering
of the Offered Securities as in the reasonable opinion of counsel for the
Underwriters the Prospectus is required by law to be delivered in
connection with sales by an Underwriter or dealer, any event shall occur or
a condition shall exist as a result of which it is necessary to amend or
supplement the Prospectus in order to make the statements therein, in the
light of the circumstances when the Prospectus is delivered to a purchaser,
not misleading, or if it is necessary to amend or supplement the Prospectus
to comply with law, at the request of the Manager, forthwith to prepare and
furnish, at their own expense, to the Underwriters and to the dealers
(whose names and addresses the Manager shall furnish to the Company) to
which Offered Securities may have been sold by the Manager on behalf of the
Underwriters and to any other dealer upon request, either amendments or
supplements to the Prospectus so that the statements in the Prospectus, as
so amended or supplemented will not, in the light of the circumstances when
the Prospectus is delivered to a purchaser, be misleading or so that the
Prospectus will comply with law. If after the expiration of such period the
Company is requested by the Manager to so do, it will prepare and furnish
to the Underwriters, at the expense of the Underwriters and after a
reasonable time for the preparation thereof, such quantity as may
reasonably be required for the purposes contemplated by the Securities Act
of an amended or supplemented prospectus (but not further amendments or
supplements thereto) complying at the time of delivery with Section 10(a)
of the Securities Act, for use in connection with the distribution of the
Offered Securities; provided that if the Company has delivered such an
amended or supplemented prospectus pursuant to such request it shall not be
under any obligation to comply with any further such request.
(c) To use their best efforts to qualify the Offered Securities for
offer and sale under the applicable securities or Blue Sky laws of such
jurisdictions as the Manager shall reasonably request and to pay all
expenses (including fees and disbursements of counsel) in connection with
such qualification and in connection with the determination of the
eligibility of the Offered Securities for investment under the applicable
laws of such jurisdictions as the Manager may designate; provided, however
that the Company or BellSouth shall not be obligated to file any general
consent to service of process or to qualify as a foreign corporation in any
jurisdiction in which it is not so qualified.
4
<PAGE> 8
(d) To make generally available to the Company's security holders as
soon as practicable an earnings statement of BellSouth covering a
twelve-month period beginning after the date of the Underwriting Agreement,
which shall satisfy the provisions of Section 11(a) of the Securities Act
and the applicable rules and regulations thereunder.
(e) Not, without the prior consent of the Representatives, to offer or
to sell any of the Securities covered by the Registration Statement and
having a maturity of more than one year between the commencement of an
offering of Offered Securities and the related Closing Date.
VII.
(a) The Company and BellSouth represent and warrant to each Underwriter
that (i) each document, if any, filed or to be filed pursuant to the Exchange
Act and incorporated by reference in the Prospectus complied or will comply when
so filed in all material respects with such Act and the rules and regulations
thereunder, (ii) each part of the Registration Statement (including the
documents incorporated by reference therein), filed with the Commission pursuant
to the Securities Act relating to the Offered Securities, when such part became
effective, did not contain any untrue statement of material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, (iii) each Preliminary Prospectus, if any,
filed pursuant to Rule 424 under the Securities Act complied when so filed in
all material respects with such Act and the applicable rules and regulations
thereunder, (iv) the Registration Statement and the Prospectus comply and, as
amended or supplemented, if applicable, will comply in all material respects
with the Securities Act and the applicable rules and regulations thereunder and
(v) the Registration Statement and the Prospectus at the date of the Prospectus
Supplement do not contain and, as further amended or supplemented, if
applicable, as of their respective dates, will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, except that
the representations and warranties set forth in this paragraph (a) do not apply
to statements or omissions in the Registration Statement, any Preliminary
Prospectus or the Prospectus based upon information furnished to the Company or
BellSouth in writing by any Underwriter expressly for use therein.
(b) The Company and BellSouth have each complied with all applicable
provisions of Section 1 of Laws of Florida, Chapter 92-198 relating to business
transactions with Cuba.
(c) The Company and BellSouth agree to indemnify and hold each Underwriter,
and each person, if any, who controls any Underwriter within the meaning of
Section 15 of the Securities Act of Section 20 of the Exchange Act, harmless
from and against any and all losses, claims, damages and liabilities arising
because (i) any Preliminary Prospectus, if used prior to the effectiveness of
the Registration Statement relating to the Offered Securities, and if used as
amended by all amendments thereto which have been furnished to the Manager or to
such Underwriter, or (ii) the Registration Statement (or the Prospectus if used
within the period set forth in paragraph (b) of Article VI hereof and if used as
amended or supplemented by all amendments or supplements thereto which have been
furnished to the Manager or to such Underwriter) contained or is alleged to have
contained any untrue statement of a material fact or omitted or is alleged to
have omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided, however that the
Company and BellSouth will not be liable in any such case to the extent that any
such losses, claims, damages or liabilities were caused by any such untrue
statement or omission or alleged untrue statement or alleged omission made in
reliance upon information furnished to the Company and BellSouth herein or
otherwise in writing by or on behalf of any Underwriter specifically for use in
connection with the preparation of any Preliminary Prospectus, the Registration
Statement or the Prospectus or any amendment or supplement thereto, or were
caused by any statement in or omission from the Statement of Eligibility and
Qualification of the Trustee under the Indenture, provided that the indemnity
agreement with respect to any Preliminary Prospectus shall not inure to the
benefit of any Underwriter (or to the benefit of any person controlling such
Underwriter) on account of any losses, claims, damages or liabilities to any
person if a copy of the Prospectus (as amended or supplemented by all amendments
or supplements thereto which have been furnished to the Manager or to such
Underwriter, but without documents incorporated by reference therein or
exhibits) shall not have been sent, mailed or given to such person, if required
by the Securities Act, at or prior to the written
5
<PAGE> 9
confirmation of the sale of such Securities to such person, and the loss, claim,
damage or liability of such Underwriter results from an untrue statement or
omission of a material fact contained in the Preliminary Prospectus which was
corrected in the Prospectus (as amended or supplemented).
(d) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company, BellSouth, their respective directors or officers who
sign the Registration Statement, and any person controlling the Company or
BellSouth to the same extent as the foregoing indemnity from the Company and
BellSouth to the Underwriters but only in reference to information relating to
the Underwriters furnished or confirmed in writing by such Underwriter expressly
for use in connection with the preparation of any Preliminary Prospectus, the
Registration Statement, the Prospectus or any amendment or supplement thereto.
(e) The Company, BellSouth and each Underwriter agree that upon the
commencement of any action against it, the Company's or BellSouth's respective
directors or officers who sign the Registration Statement, or any person
controlling the Company, BellSouth or each Underwriter as aforesaid in respect
of which indemnity may be sought on account of any indemnity agreement contained
herein, it will promptly give written notice of the commencement thereof to the
party or parties against whom indemnity shall be sought, but the omission so to
notify such indemnifying party or parties of any such action shall not relieve
such indemnifying party or parties from any liability which it or they may have
to the indemnified party or parties otherwise than on account of such indemnity
agreement. In case such notice of any such action shall be so given, such
indemnifying party or parties shall be entitled to participate at its or their
own expense in the defense of such action, or, if it or they so elect, to assume
the defense of such action, and in the latter event such defense shall be
conducted by counsel chosen by such indemnifying party or parties and
satisfactory to the indemnified party or parties who shall be defendant or
defendants in such action, and such defendant or defendants shall bear the fees
and expense of any additional counsel retained by them; but if the indemnifying
party or parties shall not elect to assume the defense of such action, such
indemnifying party or parties will reimburse such indemnified party or parties
for the reasonable fees and expenses of any counsel retained by them. In the
event that the parties to any such action (including impleaded parties) include
either the Company or BellSouth and one or more Underwriters and either (i) the
indemnifying party or parties and indemnified party or parties mutually agree or
(ii) representation of both the indemnifying party or parties and the
indemnified party or parties by the same counsel is inappropriate under
applicable standards of professional conduct due to actual or potential
differing interests between them, then the indemnifying party or parties shall
not have the right to assume the defense of such action on behalf of such
indemnified party or parties and will reimburse such indemnified party or
parties for the reasonable fees and expenses of any counsel retained by them and
satisfactory to the indemnifying party or parties, it being understood that the
indemnifying party or parties shall not, in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the reasonable fees
and expenses of more than one separate firm of attorneys (in addition to local
counsel) for all such indemnified parties, which firm shall be designated in
writing by the Manager in the case of an action in which one or more
Underwriters of controlling persons are indemnified parties and by the Company
or BellSouth in the case of an action in which the Company, BellSouth or any of
their respective directors, officers or controlling persons are indemnified
parties. It is also understood that the fees and expenses referred to in the
immediately preceding sentence shall be reimbursed as they are incurred. The
indemnifying party or parties shall not be liable under this Agreement with
respect to any settlement made by any indemnified party or parties without prior
written consent by the indemnifying party or parties to such settlement but if
settled with such consent or if there is a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such judgment or settlement. Any indemnifying
party shall, prior to agreeing to any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
make their best effort to obtain the unconditional release of such indemnified
party from all liability or claims rising out of the subject matter of such
proceeding.
6
<PAGE> 10
(f) If the indemnification provided for in subparagraph (c) and (d) of this
Article VII is unavailable to an indemnified party in respect of any losses,
claims, damages or liabilities referred to therein, then each indemnifying party
under such paragraph, in lieu of indemnifying such indemnified party thereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect primarily the relative benefits received by the Company
or BellSouth on the one hand and the Underwriters on the other from the offering
of the Securities and also to reflect where appropriate the relative fault of
the Company or BellSouth on the one hand and of the Underwriters on the other in
connection with the statements or omissions or alleged statements or omissions
which resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative benefits received by the
Company and BellSouth on the one hand and by the Underwriters on the other in
connection with the offering of the Securities shall be deemed to be in the same
proportion as the total gross proceeds from the offering of such Securities
(before deducting expenses) received by the Company bear to the total
commissions received by the Underwriters. The relative fault of the Company,
BellSouth and of the Underwriters shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company, by BellSouth or by the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company, BellSouth and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this subparagraph (f) were determined by pro rata allocation (even
if the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subparagraph (f). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in this subparagraph (f) shall be deemed to include subject to the
limitations set forth above in this Article VII, any legal or other expenses
reasonably incurred by such indemnified party in connection with defending any
such action or claim. Notwithstanding the provisions of this subparagraph (f),
no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has been required to pay, otherwise than pursuant
to this Article VII, by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute pursuant to this
subparagraph (f) are several in proportion to the respective principal amounts
of Offered Securities purchased by each such Underwriter and not joint. The
remedies provided in this Article VII are not exclusive and shall not limit any
rights or remedies which may otherwise be available to any indemnified party at
law or in equity.
The indemnity and contribution agreements contained in this Article VII and
the representations and warranties of the Company and BellSouth in this
Agreement shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Underwriter or on behalf of any Underwriter or any person controlling any
Underwriter or by or on behalf of the Company, BellSouth, their respective
directors or officers or any person controlling the Company or BellSouth and
(iii) acceptance of and payment for any of the Offered Securities.
VIII.
If any one or more Underwriters shall fail to purchase and pay for any of
the Offered Securities agreed to be purchased by such Underwriter or
Underwriters and such failure to purchase shall constitute a default in the
performance of its or their obligations under this Agreement, the remaining
Underwriters shall be obligated severally to take up and pay for (in the
respective proportions which the principal amount of Offered Securities set
forth opposite their names in the Underwriting Agreement bears to the aggregate
principal amount of Securities set forth opposite the names of all the remaining
Underwriters) the Offered Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase;
7
<PAGE> 11
provided, however, that in the event that the aggregate principal amount of
Offered Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase shall exceed 10% of the aggregate principal amount of
Securities set forth in the Underwriting Agreement, the remaining Underwriters
shall have the right to purchase all, but shall not be under any obligation to
purchase any, of the Offered Securities, and if such nondefaulting Underwriters
do not purchase all the Offered Securities, this Agreement will terminate
without liability to any nondefaulting Underwriter, the Company or BellSouth. In
the event of a default by any Underwriter as set forth in this Article VIII, the
Closing Date shall be postponed for such period, not exceeding seven days, as
the Manager shall determine in order that the required changes in the
Registration Statement and the Prospectus or in any other documents or
arrangements may be effected. Nothing contained in this agreement shall relieve
any defaulting Underwriter of its liability, if any, to the Company or BellSouth
and any nondefaulting Underwriter for damages occasioned by its default
hereunder.
IX.
This Agreement shall be subject to termination in the absolute discretion
of the Manager, by notice given to the Company and BellSouth, if prior to the
Closing Date (i) trading in securities generally on the New York Stock Exchange
shall have been suspended or materially limited, (ii) a general moratorium on
commercial banking activities in New York shall have been declared by either
Federal or New York State authorities or (iii) there shall have occurred any
outbreak or escalation of hostilities or any change in financial markets or
other calamity or crisis the effect of which is to make it, in the judgment of
the Manager, impracticable to market the Offered Securities.
X.
If this Agreement shall be terminated by the Underwriters or any of them,
because of any failure or refusal on the part of the Company or BellSouth to
comply with the terms or to fulfill any of the conditions of this Agreement, or
if for any reason the Company or BellSouth shall be unable to perform their
respective obligations under this Agreement except pursuant to Article VIII
hereof, the Company or BellSouth will reimburse the Underwriters or such
Underwriters as have so terminated this Agreement with respect to themselves,
severally, for all out-of-pocket expenses (including the fees and disbursements
of their counsel) reasonably incurred by such Underwriters in connection with
the Offered Securities.
This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signature thereto and
hereto were upon the same instrument.
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
8
<PAGE> 12
SCHEDULE I
DELAYED DELIVERY CONTRACT
[NOTE: WOULD NEED TO BE DESCRIBED IN PROSPECTUS SUPPLEMENT]
Dear Sirs:
The undersigned hereby agrees to purchase from BellSouth Capital Funding
Corporation, a Georgia corporation (the "Company"), and the Company agrees to
sell to the undersigned.
$
---------------
principal amount of the Company's [state title of issue] (the "Securities"),
offered by the Company's Prospectus dated and Prospectus Supplement
dated , , receipt of copies of which are hereby acknowledged, at
a purchase price of % of the principal amount thereof plus accrued interest
and on the further terms and conditions set forth in this contract. The
undersigned does not contemplate selling Securities prior to making payment
therefor.
The undersigned will purchase from the Company Securities in the principal
amounts and on the delivery dates set forth below:
<TABLE>
<CAPTION>
DELIVERY PRINCIPAL PLUS ACCRUED
DATE AMOUNT INTEREST FROM:
-------- --------- --------------
<S> <C> <C>
$
- ------------------------ ------------------------ ------------------------
$
- ------------------------ ------------------------ ------------------------
$
- ------------------------ ------------------------ ------------------------
</TABLE>
Each such date on which Securities are to be purchased hereunder is hereinafter
referred to as a "Delivery Date."
Payment for the Securities which the undersigned has agreed to purchase on
each Delivery Date shall be made to the Company or its order by [certified or
official bank check in New York Clearing House funds] [immediately available
funds] at the offices of at 10:00 A.M. (New York time) on the Delivery
Date, upon delivery to the undersigned [through the facilities of The Depository
Trust Company] of the Securities to be purchased by the undersigned on the
Delivery Date, [in such denominations and registered in such names as the
undersigned may designate by written or telegraphic communication addressed to
the Company not less than five full business days prior to the Delivery Date].
The obligation of the undersigned to take delivery of and make payment for
the Securities on the Delivery Date shall be subject to the conditions that (1)
the purchase of Securities to be made by the undersigned shall not at the time
of delivery be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (2) the Company shall have sold, and delivery shall
have taken place to the underwriters (the "Underwriters") named in the
Prospectus Supplement referred to above of, such part of the Securities as is to
be sold to them. Promptly after completion of sale and delivery to the
Underwriters, the Company will mail or deliver to the undersigned at its address
set forth below notice to such effect, accompanied by a copy of the opinion of
counsel for the Company delivered to the Underwriters in connection therewith.
Failure to take delivery of and make payment for Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this contract.
This contract will inure to the benefit of and be binding upon the parties
thereto and their respective successors, but will not be assignable by either
party hereto without the prior written consent of the other.
If this contract is acceptable to the Company, it is requested that the
Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set
9
<PAGE> 13
forth below. This will become a binding contract, as of the date first above
written, between the Company and the undersigned when such counterpart is so
mailed or delivered.
This contract shall be governed by and construed in accordance with the
laws of the State of New York.
Yours very truly,
--------------------------------------
(Purchaser)
By:
------------------------------------
--------------------------------------
(Title)
--------------------------------------
--------------------------------------
(Address)
Accepted:
BELLSOUTH CAPITAL FUNDING CORPORATION
By:
----------------------------------
PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed is
as follows: (Please print).
<TABLE>
<CAPTION>
TELEPHONE NO.
NAME (INCLUDING AREA CODE) DEPARTMENT
---- --------------------- ----------
<S> <C> <C>
- ------------------------ ------------------------ ------------------------
- ------------------------ ------------------------ ------------------------
- ------------------------ ------------------------ ------------------------
</TABLE>
10
<PAGE> 14
EXHIBIT A
The opinion of counsel to the Company and BellSouth to be delivered
pursuant to Article V, paragraph (b) of the document dated May 1, 1999 and
entitled BellSouth Capital Funding Corporation Underwriting Agreement Standard
Provisions (Debt) shall be to the effect that:
(i) each of the Company and BellSouth has been duly incorporated and
is validly existing as a corporation in good standing under the laws of the
State of Georgia;
(ii) the Underwriting Agreement has been duly authorized, executed and
delivered by the Company and BellSouth;
(iii) the Indenture has been duly authorized, executed and delivered
by the Company and BellSouth and is a valid and binding agreement of the
Company and of BellSouth enforceable against them in accordance with its
terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization or other similar laws of general application,
and except that the enforceability of the obligations of the Company and
BellSouth is subject to general principles of equity (regardless of whether
such enforceability is considered in a proceeding of equity or at law); the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended;
(iv) the Support Agreement has been duly authorized, executed and
delivered by the Company and BellSouth and is a valid and binding agreement
of the Company and of BellSouth enforceable against them in accordance with
its terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization or other similar laws of general
application, and except that the enforceability of the obligations of the
Company and BellSouth is subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding of
equity or at law);
(v) the Offered Securities have been duly authorized and, when
executed by the Company and authenticated by the Trustee in accordance with
the provisions of the Indenture and delivered to and paid for by the
Underwriters in accordance with the terms of the Underwriting Agreement or
by the institutional investors, if any, pursuant to Delayed Delivery
Contracts, will be valid and binding obligations of the Company enforceable
against it in accordance with their terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization or other
similar laws of general application, and except that the enforceability of
the obligations of the Company is subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding of
equity or at law); the Offered Securities will be entitled to the benefits
of the Indenture;
(vi) the performance of this Agreement will not contravene any
provision of applicable federal law or the law of the State of Georgia or
the articles of incorporation or by-laws of the Company or BellSouth or, to
the knowledge of such counsel, any agreement or other instrument binding
upon the Company or BellSouth, and no consent, approval or authorization of
any governmental body is required for the performance of this Agreement,
except that the offer and sale of the Offered Securities in certain
jurisdictions may be subject to the Blue Sky or securities laws of such
jurisdictions;
(vii) the statements in the Prospectus under the captions "Description
of Securities", "Description of [Offered Securities]", "Support Agreement",
"Plan of Distribution" and "Underwriting", and the statements in
BellSouth's Form 10-K Report under "Item 3 -- Legal Proceedings", insofar
as such statements constitute summaries of the documents and matters
referred to therein, fairly present the information called for with respect
to such documents and matters;
(viii) (1) each document filed pursuant to the Exchange Act (except as
to financial statements or schedules included therein, and except as to the
accuracy or validity of other numerical data included in the Registration
Statement and the Prospectus, as to which such counsel need not express any
conclusion) and incorporated by reference in the Prospectus complied when
so filed as to form in all material respects with the Exchange Act and all
applicable rules and regulations thereunder, and (2) the Registration
Statement and the Prospectus (except as to financial statements or
schedules
<PAGE> 15
included therein, and except as to the accuracy or validity of other
numerical data included in the Registration Statement and the Prospectus,
as to which such counsel need not express any conclusion) comply as to form
in all material respects with the Securities Act and the applicable rules
and regulations thereunder, and
(ix) nothing has come to the attention of such counsel to cause him to
believe that (l) (except as to financial statements or schedules included
therein, and except as to the accuracy or validity of other numerical data
included in the Registration Statement and the Prospectus, as to which such
counsel need not express any conclusion) each part of the Registration
Statement (including the documents incorporated by reference therein) filed
with the Commission pursuant to the Securities Act, when such part became
effective, contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading; or (2) (except as to financial
statements or schedules included therein, and except as to the accuracy or
validity of other numerical data included in the Registration Statement and
the Prospectus, as to which such counsel need not express any conclusion)
the Registration Statement and the Prospectus, as of the date of this
opinion, contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
With respect to the matters set forth in (ix) above, such counsel may state
that the opinion is based upon his participation in the preparation of the
Registration Statement and the Prospectus and upon review and discussion of the
contents thereof, but, except for the statements in the Prospectus referred to
in (vii) above and in "Item 3 -- Legal Proceedings" of BellSouth's latest annual
report on Form 10-K incorporated by reference into the Prospectus, is without
independent check or verification except as specified. Insofar as the above
opinions relate to matters governed by the laws of the State of New York, the
opinion of said counsel may rely on opinion of counsel satisfactory to such
counsel.
2
<PAGE> 16
EXHIBIT B
The opinion of Davis Polk & Wardwell, counsel for the Underwriters, to be
delivered pursuant to Article V, paragraph (c) of the document dated May 1, 1999
and entitled BellSouth Capital Funding Corporation Underwriting Agreement
Standard Provisions (Debt) shall be to the effect that:
(i) the Indenture has been duly authorized, executed and delivered by
the Company and BellSouth and is a valid and binding agreement of the
Company and of BellSouth enforceable against them in accordance with its
terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization or other similar laws of general application,
and except that the enforceability of the obligations of the Company and
BellSouth is subject to general principles of equity (regardless of whether
such enforceability is considered in a proceeding of equity or at law); the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended;
(ii) the Offered Securities have been duly authorized and, when
executed by the Company and authenticated by the Trustee in accordance with
the provisions of the Indenture and delivered to and paid for by the
Underwriters in accordance with the terms of the Underwriting Agreement or
by the institutional investors, if any, pursuant to Delayed Delivery
Contracts, will be valid and binding obligations of the Company enforceable
against it in accordance with their terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization or other
similar laws of general application, and except that the enforceability of
the obligations of the Company is subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding of
equity or at law); the Offered Securities will be entitled to the benefits
of the Indenture;
(iii) the Underwriting Agreement has been duly authorized, executed
and delivered by the Company and BellSouth and is a valid and binding
agreement of the Company and BellSouth, except as rights to indemnity and
contribution thereunder may be limited under applicable law;
(iv) the statements in the Prospectus under the captions "Description
of Securities", "Description of [Offered Securities]", "Plan of
Distribution" and "Underwriting", insofar as such statements constitute
summaries of the documents referred to therein, fairly present the
information called for with respect to such documents;
(v) the Registration Statement and the Prospectus, (except as to
financial statements or schedules included therein, and except as to the
accuracy or validity of other numerical data included in the Registration
Statement and the Prospectus, as to which such counsel need not express any
conclusion) comply as to form in all material respects with the Securities
Act and the applicable rules and regulations thereunder; and
(vi) nothing has come to the attention of such counsel to cause such
counsel to believe that (1) (except as to financial statements or schedules
included therein, and except as to the accuracy or validity or other
numerical data included in the Registration Statement and the Prospectus,
as to which such counsel need not express any conclusion) any part of the
Registration Statement (including the documents incorporated by reference
therein) filed with the Commission pursuant to the Securities Act, when
such part became effective, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; or (2) (except as
to financial statements or schedules included therein, and except as to the
accuracy or validity of other numerical data included in the Registration
Statement and the Prospectus, as to which such counsel need not express any
conclusion) the Registration Statement and the Prospectus, as of the date
of this opinion, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading.
With respect to the matters set forth in (v) and (vi) above, such counsel
may state that the opinion is based upon such counsel's participation in the
preparation of the Registration Statement and the Prospectus and upon review and
discussion of the contents thereof, but, except for the statements in the
Prospectus referred to in (iv) above, is without independent check or
verification except as specified.
<PAGE> 17
Insofar as the above opinions relate to matters governed by the laws of the
State of Georgia, the opinion of said counsel may rely on opinion of counsel
satisfactory to such counsel.
2
<PAGE> 1
EXHIBIT 5
April 26, 1999
BellSouth Capital Funding Corporation
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
BellSouth Corporation
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
Dear Sirs:
I am Associate General Counsel of BellSouth Corporation, a Georgia
corporation ("BellSouth"), and Vice President and General Counsel of BellSouth
Capital Funding Corporation, a Georgia corporation (the "Company"), and in such
latter capacity, I have acted as counsel to the Company in connection with the
Registration Statement which BellSouth Capital Funding Corporation (the
"Company") and BellSouth Corporation ("BellSouth") propose to file on or about
the date hereof with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, related to $2,972,735,000 of debt securities (the
"Securities") to be issued by the Company and which are entitled to the benefits
(the "Obligations") of a Support Agreement dated October 15, 1987, as amended as
of August 1, 1992 (the "Support Agreement"), between BellSouth and the Company.
The Securities will be issued under an indenture (the "Indenture") dated as of
August 1, 1992, among the Company, BellSouth and The Bank of New York, as
successor to Wachovia Bank of Georgia, N.A.
I, or attorneys under my supervision, have examined originals, or copies of
originals certified to my satisfaction, of such agreements, documents,
certificates and other statements of government officials and corporate officers
and representatives and have reviewed and discussed other papers and matters of
fact and law as we have deemed relevant and necessary and on which I have relied
as a basis for the following opinions. I have assumed the authenticity of all
documents submitted as originals and the conformity with the original documents
of any copies of such documents submitted for examination.
In this regard, I am of the opinion that:
1. The Company and BellSouth are validly organized and existing
corporations under the laws of the State of Georgia.
2. The execution and delivery of the Indenture and issuance of the
Securities and the Obligations have been duly authorized by appropriate
corporate action.
3. The execution and delivery of the Support Agreement has been duly
authorized by appropriate corporate action.
4. The Indenture is a valid and binding agreement of the Company and
BellSouth in accordance with its terms; the Securities, when duly executed
and authenticated in accordance with the terms of the Indenture and
delivered pursuant to an underwriting, distribution or like agreement, will
be legal, valid and binding obligations of the Company in accordance with
their terms; and the Support Agreement is a valid and binding agreement of
the Company and BellSouth in accordance with its terms.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the filing of the Registration Statement
referred to above. I also consent to the making of the statement with respect to
me in the related prospectus under the heading "Legal Opinions."
Very truly yours,
/s/ MARK D. HALLENBECK
--------------------------------------
<PAGE> 1
EXHIBIT 12
BELLSOUTH CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
MILLIONS OF DOLLARS
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, FOR THE YEAR ENDED DECEMBER 31,
--------------- ------------------------------------------
1999 1998 1998 1997 1996 1995 1994
------ ------ ------ ------ ------ ------ ------
<C> <C> <S> <C> <C> <C> <C> <C> <C> <C>
1. Earnings
(a) Income from continuing
operations before deductions
for taxes and interest........ $1,400 $1,637 $6,588 $6,182 $5,329 $3,312 $4,069
(b) Portion of rental expense
representative of interest
factor........................ 22 22 81 91 90 84 100
(c) Equity in losses from
less-than-50% owned
investments (accounted for
under the equity method of
accounting)................... 328 16 96 78 68 163 79
(d) Excess of earnings over
distributions of
less-than-50%-owned
investments (accounted for
under the equity method of
accounting)................... (25) (12) (46) (85) (53) (45) (53)
------ ------ ------ ------ ------ ------ ------
Total......................... $1,725 $1,663 $6,719 $6,266 $5,434 $3,514 $4,195
====== ====== ====== ====== ====== ====== ======
2. Fixed Charges
(a) Interest...................... $ 233 $ 199 $ 867 $ 783 $ 739 $ 745 $ 686
(b) Portion of rental expense
representative of interest
factor........................ 22 22 81 91 90 84 100
------ ------ ------ ------ ------ ------ ------
Total......................... $ 255 $ 221 $ 948 $ 874 $ 829 $ 829 $ 786
====== ====== ====== ====== ====== ====== ======
Ratio (1 divided by 2)............. 6.76 7.52 7.09 7.17 6.55 4.24 5.34
====== ====== ====== ====== ====== ====== ======
</TABLE>
<PAGE> 1
EXHIBIT 23-a
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement of BellSouth Capital Funding Corporation and BellSouth Corporation on
Form S-3 of our report dated February 3, 1999 relating to the consolidated
financial statements, which appears in BellSouth Corporation's Annual Report on
Form 10-K for the year ended December 31, 1998. We also consent to the reference
to us under the heading "Independent Accountants" in such Registration
Statement.
/s/ PRICEWATERHOUSECOOPERS LLP
--------------------------------------
Atlanta, Georgia
April 26, 1999
<PAGE> 1
EXHIBIT 24-A
BELLSOUTH CAPITAL FUNDING CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the
"Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"),
propose to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register, respectively, $2,972,735,000 of debt securities of the
Company and obligations of BellSouth with respect thereto in the nature of a
guaranty thereof.
NOW THEREFORE, each of the undersigned hereby constitutes and appoints Mark
E. Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys
for him in his name, place and stead to execute and file the Registration
Statement, including the related prospectus, with respect to the securities of
BellSouth to be offered and sold under the Registration Statement therein
described and thereafter to execute and file an amended registration statement
or amendments or supplements thereto, to increase or deregister securities, to
withdraw the Registration Statement 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.
<TABLE>
<S> <C>
/s/ MARK E. DROEGE April 26, 1999
- ----------------------------------------------------- -----------------------------------------------------
Mark E. Droege Date
President, Director
(Principal Executive Officer)
/s/ GARY L. WALTON April 26, 1999
- ----------------------------------------------------- -----------------------------------------------------
Gary L. Walton Date
Vice President and Treasurer
(Principal Financial Officer)
/s/ W. PATRICK SHANNON April 26, 1999
- ----------------------------------------------------- -----------------------------------------------------
W. Patrick Shannon Date
Controller
(Principal Accounting Officer)
</TABLE>
<PAGE> 2
BELLSOUTH CAPITAL FUNDING CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the
"Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"),
propose to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register, respectively, $2,972,735,000 of debt securities of the
Company and obligations of BellSouth with respect thereto in the nature of a
guaranty thereof.
NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E.
Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys
for him in his name, place and stead to execute and file the Registration
Statement, including the related prospectus, with respect to the securities of
BellSouth to be offered and sold under the Registration Statement therein
described and thereafter to execute and file an amended registration statement
or amendments or supplements thereto, to increase or deregister securities, to
withdraw the Registration Statement 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.
<TABLE>
<S> <C>
/s/ RONALD M. DYKES April 26, 1999
- ----------------------------------------------------- -----------------------------------------------------
Ronald M. Dykes Date
Director
</TABLE>
<PAGE> 1
EXHIBIT 24-B
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the
"Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"),
propose to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register, respectively, $2,972,735,000 of debt securities of the
Company and obligations of BellSouth with respect thereto in the nature of a
guaranty thereof.
NOW THEREFORE, each of the undersigned hereby constitutes and appoints Mark
E. Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys
for him in his name, place and stead to execute and file the Registration
Statement, including the related prospectus, with respect to the securities of
BellSouth to be offered and sold under the Registration Statement therein
described and thereafter to execute and file an amended registration statement
or amendments or supplements thereto, to increase or deregister securities, to
withdraw the Registration Statement 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.
<TABLE>
<S> <C>
/s/ F. DUANE ACKERMAN April 26, 1999
- ----------------------------------------------------- -----------------------------------------------------
F. Duane Ackerman Date
President and
Chief Executive Officer
Director
(Principal Executive Officer)
/s/ RONALD M. DYKES April 26, 1999
- ----------------------------------------------------- -----------------------------------------------------
Ronald M. Dykes Date
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ W. PATRICK SHANNON April 26, 1999
- ----------------------------------------------------- -----------------------------------------------------
W. Patrick Shannon Date
Vice President and Controller
(Principal Accounting Officer)
</TABLE>
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the
"Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"),
propose to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register, respectively, $2,972,735,000 of debt securities of the
Company and obligations of BellSouth with respect thereto in the nature of a
guaranty thereof.
NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E.
Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys
for him in his name, place and stead to execute and file the Registration
Statement, including the related prospectus, with respect to the securities of
BellSouth to be offered and sold under the Registration Statement therein
described and thereafter to execute and file an amended registration statement
or amendments or supplements thereto, to increase or deregister securities, to
withdraw the Registration Statement 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.
<TABLE>
<S> <C>
/s/ REUBEN V. ANDERSON April 26, 1999
- ----------------------------------------------------- -----------------------------------------------------
Reuben V. Anderson Date
Director
</TABLE>
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the
"Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"),
propose to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register, respectively, $2,972,735,000 of debt securities of the
Company and obligations of BellSouth with respect thereto in the nature of a
guaranty thereof.
NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E.
Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys
for him in his name, place and stead to execute and file the Registration
Statement, including the related prospectus, with respect to the securities of
BellSouth to be offered and sold under the Registration Statement therein
described and thereafter to execute and file an amended registration statement
or amendments or supplements thereto, to increase or deregister securities, to
withdraw the Registration Statement 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.
<TABLE>
<S> <C>
/s/ JAMES H. BLANCHARD April 26, 1999
- ----------------------------------------------------- -----------------------------------------------------
James H. Blanchard Date
Director
</TABLE>
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the
"Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"),
propose to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register, respectively, $2,972,735,000 of debt securities of the
Company and obligations of BellSouth with respect thereto in the nature of a
guaranty thereof.
NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E.
Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys
for him in his name, place and stead to execute and file the Registration
Statement, including the related prospectus, with respect to the securities of
BellSouth to be offered and sold under the Registration Statement therein
described and thereafter to execute and file an amended registration statement
or amendments or supplements thereto, to increase or deregister securities, to
withdraw the Registration Statement 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.
<TABLE>
<S> <C>
/s/ J. HYATT BROWN April 26, 1999
- ----------------------------------------------------- -----------------------------------------------------
J. Hyatt Brown Date
Director
</TABLE>
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the
"Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"),
propose to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register, respectively, $2,972,735,000 of debt securities of the
Company and obligations of BellSouth with respect thereto in the nature of a
guaranty thereof.
NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E.
Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys
for her in her name, place and stead to execute and file the Registration
Statement, including the related prospectus, with respect to the securities of
BellSouth to be offered and sold under the Registration Statement therein
described and thereafter to execute and file an amended registration statement
or amendments or supplements thereto, to increase or deregister securities, to
withdraw the Registration Statement 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.
<TABLE>
<S> <C>
/s/ KATHLEEN F. FELDSTEIN April 26, 1999
- ----------------------------------------------------- -----------------------------------------------------
Kathleen F. Feldstein Date
Director
</TABLE>
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the
"Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"),
propose to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register, respectively, $2,972,735,000 of debt securities of the
Company and obligations of BellSouth with respect thereto in the nature of a
guaranty thereof.
NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E.
Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys
for him in his name, place and stead to execute and file the Registration
Statement, including the related prospectus, with respect to the securities of
BellSouth to be offered and sold under the Registration Statement therein
described and thereafter to execute and file an amended registration statement
or amendments or supplements thereto, to increase or deregister securities, to
withdraw the Registration Statement 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.
<TABLE>
<S> <C>
/s/ JOHN G. MEDLIN, JR. April 26, 1999
- ----------------------------------------------------- -----------------------------------------------------
John G. Medlin, Jr. Date
Director
</TABLE>
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the
"Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"),
propose to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register, respectively, $2,972,735,000 of debt securities of the
Company and obligations of BellSouth with respect thereto in the nature of a
guaranty thereof.
NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E.
Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys
for him in his name, place and stead to execute and file the Registration
Statement, including the related prospectus, with respect to the securities of
BellSouth to be offered and sold under the Registration Statement therein
described and thereafter to execute and file an amended registration statement
or amendments or supplements thereto, to increase or deregister securities, to
withdraw the Registration Statement 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.
<TABLE>
<S> <C>
/s/ LEO F. MULLIN April 26, 1999
- ----------------------------------------------------- -----------------------------------------------------
Leo F. Mullin Date
Director
</TABLE>
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the
"Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"),
propose to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register, respectively, $2,972,735,000 of debt securities of the
Company and obligations of BellSouth with respect thereto in the nature of a
guaranty thereof.
NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E.
Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys
for her in her name, place and stead to execute and file the Registration
Statement, including the related prospectus, with respect to the securities of
BellSouth to be offered and sold under the Registration Statement therein
described and thereafter to execute and file an amended registration statement
or amendments or supplements thereto, to increase or deregister securities, to
withdraw the Registration Statement 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.
<TABLE>
<S> <C>
/s/ ROBIN B. SMITH April 26, 1999
- ----------------------------------------------------- -----------------------------------------------------
Robin B. Smith Date
Director
</TABLE>
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the
"Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"),
propose to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register, respectively, $2,972,735,000 of debt securities of the
Company and obligations of BellSouth with respect thereto in the nature of a
guaranty thereof.
NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E.
Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys
for him in his name, place and stead to execute and file the Registration
Statement, including the related prospectus, with respect to the securities of
BellSouth to be offered and sold under the Registration Statement therein
described and thereafter to execute and file an amended registration statement
or amendments or supplements thereto, to increase or deregister securities, to
withdraw the Registration Statement 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.
<TABLE>
<S> <C>
/s/ C. DIXON SPANGLER, JR. April 26, 1999
- ----------------------------------------------------- -----------------------------------------------------
C. Dixon Spangler, Jr. Date
Director
</TABLE>
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the
"Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"),
propose to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register, respectively, $2,972,735,000 of debt securities of the
Company and obligations of BellSouth with respect thereto in the nature of a
guaranty thereof.
NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E.
Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys
for him in his name, place and stead to execute and file the Registration
Statement, including the related prospectus, with respect to the securities of
BellSouth to be offered and sold under the Registration Statement therein
described and thereafter to execute and file an amended registration statement
or amendments or supplements thereto, to increase or deregister securities, to
withdraw the Registration Statement 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.
<TABLE>
<S> <C>
/s/ WILLIAM S. STAVROPOULOS April 26, 1999
- ----------------------------------------------------- -----------------------------------------------------
William S. Stavropoulos Date
Director
</TABLE>
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the
"Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"),
propose to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register, respectively, $2,972,735,000 of debt securities of the
Company and obligations of BellSouth with respect thereto in the nature of a
guaranty thereof.
NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E.
Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys
for him in his name, place and stead to execute and file the Registration
Statement, including the related prospectus, with respect to the securities of
BellSouth to be offered and sold under the Registration Statement therein
described and thereafter to execute and file an amended registration statement
or amendments or supplements thereto, to increase or deregister securities, to
withdraw the Registration Statement 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.
<TABLE>
<S> <C>
/s/ J. TYLEE WILSON April 26, 1999
- ----------------------------------------------------- -----------------------------------------------------
J. Tylee Wilson Date
Director
</TABLE>
<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2)[ ]
------------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
<TABLE>
<S> <C>
NEW YORK 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
ONE WALL STREET, NEW YORK, N.Y. 10286
(Address of principal executive offices) (Zip code)
</TABLE>
------------------------------
BELLSOUTH CORPORATION
(Exact name of obligor as specified in its charter)
<TABLE>
<S> <C>
GEORGIA 58-1533433
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
</TABLE>
------------------------------
BELLSOUTH CAPITAL FUNDING CORPORATION
(Exact name of obligor as specified in its charter)
<TABLE>
<S> <C>
GEORGIA 58-1744323
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1155 PEACHTREE STREET, N.E. 30309-3610
ATLANTA, GEORGIA (Zip code)
(Address of principal executive offices)
</TABLE>
------------------------------
DEBT SECURITIES
(Title of the indenture securities)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
1. General information. Furnish the following information as to the
Trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
<TABLE>
<CAPTION>
NAME ADDRESS
- ---- -------
<S> <C>
Superintendent of Banks of the State of New
York....................................... 2 Rector Street, New York, N.Y. 10006, and
Albany, N.Y. 12203
Federal Reserve Bank of New York............. 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation........ Washington, D.C. 20429
New York Clearing House Association.......... New York, New York 10005
</TABLE>
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29
under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York (formerly
Irving Trust Company) as now in effect, which contains the authority to commence
business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215,
Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672
and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 21st day of April, 1999.
THE BANK OF NEW YORK
By: /s/ CHERYL L. LASER
------------------------------------
Name: Cheryl L. Laser
Title: Assistant Vice President
3
<PAGE> 4
CONSOLIDATED REPORT OF CONDITION OF
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286 and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
1998, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN THOUSANDS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin...... $ 3,951,273
Interest-bearing balances............................... 4,134,162
Securities:
Held-to-maturity securities............................. 932,468
Available-for-sale securities........................... 4,279,246
Federal funds sold and Securities purchased under agreements
to resell................................................. 3,161,626
Loans and lease financing receivables:
</TABLE>
Loans and leases, net of unearned income...37,861,802
LESS: Allowance for loan and lease losses.....619,791
LESS: Allocated transfer risk reserve...........3,572
<TABLE>
<S> <C>
Loans and leases, net of unearned income, allowance, and
reserve................................................ 37,238,439
Trading Assets.............................................. 1,551,556
Premises and fixed assets (including capitalized leases).... 684,181
Other real estate owned..................................... 10,404
Investments in unconsolidated subsidiaries and associated
companies................................................. 196,032
Customers' liability to this bank on acceptances
outstanding............................................... 895,160
Intangible assets........................................... 1,127,375
Other assets................................................ 1,915,742
-----------
Total assets................................................ $60,077,664
===========
LIABILITIES
Deposits:
In domestic offices......................................... $27,020,578
</TABLE>
Noninterest-bearing........................11,271,304
Interest-bearing...........................15,749,274
<TABLE>
<S> <C>
In foreign offices, Edge and Agreement subsidiaries, and
IBFs................................................... 17,197,743
</TABLE>
Noninterest-bearing...........................103,007
Interest-bearing...........................17,094,736
<TABLE>
<S> <C>
Federal funds purchased and Securities sold under agreements
to repurchase............................................. 1,761,170
Demand notes issued to the U.S. Treasury.................... 125,423
Trading liabilities......................................... 1,625,632
Other borrowed money:
With remaining maturity of one year or less............. 1,903,700
With remaining maturity of more than one year through
three years............................................ 0
With remaining maturity of more than three years........ 31,639
Bank's liability on acceptances executed and outstanding.... 900,390
Subordinated notes and debentures........................... 1,308,000
Other liabilities........................................... 2,708,852
-----------
Total liabilities........................................... 54,583,127
===========
EQUITY CAPITAL
Common stock................................................ 1,135,284
Surplus..................................................... 764,443
Undivided profits and capital reserves...................... 3,542,168
Net unrealized holding gains (losses) on available-for-sale
securities................................................ 82,367
Cumulative foreign currency translation adjustments......... (29,725)
Total equity capital........................................ 5,494,537
-----------
Total liabilities and equity capital........................ $60,077,664
===========
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named
bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Directors
Thomas A. Reyni
Gerald L. Hassell
Alan R. Griffith
4
