<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
BELLSOUTH CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
----------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
THE FOLLOWING "NEWS RELEASE" WAS RELEASED TO THE EMPLOYEES OF BELLSOUTH
CORPORATION.
NEWS RELEASE [BELLSOUTH LOGO]
BELLSOUTH CORPORATION
1155 Peachtree Street, N.E.
Atlanta, GA 30309-3610
BELLSOUTH SETS DATE FOR SPECIAL SHAREHOLDER MEETING
BELLSOUTH FILES DEFINITIVE PROXY MATERIALS FOR ITS TRACKING STOCK PROPOSAL
WITH THE SECURITIES AND EXCHANGE COMMISSION
ATLANTA - Wednesday, Oct. 11 - BellSouth today announced that its Board of
Directors has set Tuesday, December 5 for a special meeting of BellSouth
shareholders. At the meeting, BellSouth shareholders will vote on amendments to
BellSouth's charter that will allow the creation of the BellSouth Latin America
group tracking stock, which is intended to reflect or to "track" the separate
performance of BellSouth's operations in Latin America.
BellSouth shareholders of record on October 17 will be eligible to vote at the
special meeting. The special meeting will take place at the Cobb Galleria
Centre, 2 Galleria Parkway, Atlanta, GA beginning at 9:00 a.m. local time.
The company also filed its definitive proxy statement with the SEC. The company
expects to begin mailing its proxy statement and voting materials to
shareholders later this week. Shareholders will receive the definitive proxy
statement for free in connection with the solicitation of proxies for the
special meeting. Shareholders should carefully review the definitive proxy
statement because it contains important information. Shareholders can also
obtain the definitive proxy statement for free at the SEC's Internet Web site at
http://www.sec.gov.
BellSouth is a communications company serving more than 40 million customers in
17 countries. It provides local and long distance wireline and wireless
telecommunications, advertising and directory publishing services and products
and video entertainment services. Its services also include digital and data
services, web design and hosting, Internet access, e-commerce and other services
to residences and businesses and institutions of all sizes.
<PAGE> 3
[BELLSOUTH LOGO]
(more)
BellSouth Sets Date for Special Shareholder Meeting
Page 2
BellSouth and certain other persons referred to below may be deemed to be
participants in the solicitation of proxies of BellSouth's shareholders to adopt
the proposals set forth in the definitive proxy statement. The participants in
this solicitation may include the directors and executive officers of BellSouth,
who may have an interest in the transaction including as a result of holding
shares or options of BellSouth common stock. A detailed list of the names and
interests of BellSouth's directors and executive officers is contained in
BellSouth's proxy statement for its 2000 annual meeting and its Form 10-K for
the fiscal year ended December 31, 1999, respectively, both of which may be
obtained without charge at the SEC's Internet Web site at http://www.sec.gov.
###
NOTES:
On or after October 11, 2000, shareholders also can review BellSouth's
Definitive Proxy Statement that has been filed with the SEC by visiting
BellSouth's Investor Relations Web site at www.bellsouth.com/investor.
Shareholders may direct questions about the tracking stock proposal, to (800)
969-2372.
--------------------------------------------------------------------------------
BELLSOUTH'S SOLICITATION OF PROXIES IS SUBJECT TO THE RULES OF THE SECURITIES
AND EXCHANGE COMMISSION. All communications, that is, communications to the
press or to employees, including emails, regarding the proxy solicitation and
any possible public offering of Latin America group stock must be cleared with
the legal department and public relations in advance.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This release shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such state.
