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SCHEDULE 14A
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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BELLSOUTH CORPORATION
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BELLSOUTH
CHAIRMAN'S LETTER TO SHAREHOLDERS - FIRST QUARTER 2000
Dear Shareholders
I am pleased to report another strong financial performance in the first quarter
(see Financial Highlights inside). For the full year 2000 and beyond, I'm
excited about the nationwide powerhouse we're developing with SBC
Communications. We're combining our domestic wireless data and voice businesses
with SBC's U.S. wireless operations to create the second largest wireless
company in the country.
Let me assure you, your company remains focused on increasing the value of your
investment in BellSouth. We're continuing to develop and execute our strategies,
and we're continuing to deliver the earnings that will grow that value.
The new wireless company will give BellSouth and SBC the scale and scope to
compete aggressively nationwide - the ability to offer customers everything from
wireless Internet access and interactive messaging to attractive national rate
plans and packages of other services, all across the country.
I want you to know all about this important new initiative to create value.
We've devoted the feature section of our Quarterly Report to a comprehensive
description of the new company (see inside). Let me share with you the major
strategic highlights.
The overriding goal is to accelerate growth in a fast-expanding industry.
Wireless communications is at the dawn of a new era of explosive growth in the
U.S., driven by wide-spread availability of anytime/anywhere Internet and data
services. Analysts predict that within this decade, seven out of 10 Americans
will be using wireless phones, interactive pagers, personal digital assistants
and/or other wireless communications devices that are being developed.
The new company will serve more than 16 million customers, and will have more
than $10 billion in revenues on Day One. The company will have the capability to
serve 175 million potential customers from coast to coast.
The joint venture will have immediate reach into some of the nation's
fastest-growing markets, including 19 of the top 20, and 40 of the top 50
- - covering 70 percent of the population in all.
For interactive messaging and other data services, the new company's coverage
will be nearly universal. That is because we will contribute our successful
BellSouth Intelligent Wireless Network (R)(BIWN). The marketplace's most
innovative wireless applications are running on the BIWN today. These include a
multitude of services using the Palm VII TM Connected Organizer from Palm,Inc.
and interactive pagers from Research in Motion. America Online will soon be
delivering AOL Mobile Messenger, the wireless version of its flagship Instant
Messenger product, via this network.
Analysts project explosive growth in wireless data. Dataquest forecasts the U.S.
market alone will grow from 3 million subscribers today to 36 million in 2003.
The BIWN covers 93 percent of the country's urban business population.
BellSouth and SBC will share joint and equal control of the new entity, which
will have significant financial capacity and flexibility under its own capital
structure to raise capital to expand the nationwide footprint and acquire
additional spectrum. BellSouth's economic stake in the new company will be 40
percent.
I also want to inform you that on March 29 BellSouth filed with the Securities
and Exchange Commission (SEC)a preliminary proxy statement relating to a special
shareholders' meeting. We will be calling the special meeting to approve our
plans to create a series of common stock to track the performance of our Latin
American businesses. The proxy statement will be mailed to you later this
spring. It will contain details about the terms of the tracking stock,
BellSouth's Latin American businesses and the expected benefits of the tracking
stock structure. I urge you to carefully review the proxy statement because it
will contain important information. You can view our preliminary filing at no
charge at the SEC's Web site, www.sec.gov.
Duane Ackerman
Chairman of the Board
and Chief Executive Officer
