Registration No. 333 -
United States
Securities and Exchange Commission
Washington, D.C. 20549
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Form S-8
Registration Statement
Under
The Securities Act of 1933
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BellSouth Corporation
A Georgia I.R.S. Employer
Corporation No. 58-1533433
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
Telephone Number 404 249-2000
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BellSouth Savings and Security Plan
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Agent for Service:
Ray E. Winborne
BellSouth Corporation
15G03 Campanile
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
Telephone Number 404 249-3035
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Calculation of Registration Fee
proposed proposed
title of amount maximum maximum amount of
securities to to be offering price aggregate registration
Be Registered registered per share offering price fee
- --------------- ------------ ------------------- --------------- -------------
Common Stock, 6,000,000 $36.28(c) $217,687,500(c) $28,734.75(c)
par value $1 shares (b)
per share (a)
Interests in the Plan
(d) (d) (d) (d)
<PAGE>
(a) Includes preferred stock purchase rights under the BellSouth Corporation
Shareholder Rights Agreement.
(b) If, prior to the completion of the distribution of the Common Stock covered
by this registration statement, additional shares of such Common Stock are
issued or issuable as a result of a stock split or stock dividend, this
registration statement shall be deemed to cover such additional shares
resulting from the stock split or stock dividend pursuant to Rule 416.
(c) The price per share was estimated in accordance with Rule 457(c) and (h)
for purposes of calculating the registration fee. The fee was computed
based on 3,000,000 shares. An additional 3,000,000 shares registered hereby
will be allocated to participants' ESOP accounts by their pariticipating
employers as matching shares without receipt of separate cash
consideration.
(d) Pursuant to Rule 416(c), this registration statement covers an
inderterminate amount of interests to be offered or sold pursuant to the
plan.
<PAGE>
Part II
Information required in the registration statement
Item 3. Incorporation of Documents by Reference.
The contents of Registration Statement No. 33-38265, except Items 5, 6,
8 and 9 which are superceded by the information below, are hereby incorporated
herein by reference. Prospectuses used in connection with this Plan also relate
to such Registration Statement pursuant to rule 429.
Item 5. Interests of Named Experts and Counsel.
Mark D. Hallenbeck, Vice President and General Counsel of BellSouth
Capital Funding Corporation and Associate General Counsel of BellSouth
Corporation, is rendering an opinion regarding the legality of the Common Stock.
Mr. Hallenbeck may be considered to beneficially own 60,225 shares of BellSouth
Common Stock, including interests through various BellSouth employee benefit
plans.
Item 6. 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.
BellSouth's Bylaws also provide that BellSouth 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) by reason of service as a director or officer
of BellSouth or the Company, respectively (or of another entity at BellSouth'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.
Item 8. Exhibits.
Exhibit
Number
5 Opinion of Mark D. Hallenbeck.
23 Consent of PricewaterhouseCoopers LLP.
23a Consent of Mark D. Hallenbeck (contained in opinion
filed as Exhibit 5).
24 Powers of Attorney.
Item 9. Undertakings.
(a) The undersigned registrants hereby undertake:
(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 registrants
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.
(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 registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
BellSouth's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 and each filing of the plan's annual report
pursuant to 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
registrants pursuant to the foregoing provisions or otherwise (other than the
insurance policies referred to therein), the registrants have 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 registrants of expenses incurred or paid by a director, officer
or controlling person of the registrants in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrants 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.
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 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 28th day of
February, 2000.
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 date indicated.
Principal Executive Officer:
F. Duane Ackerman*
Chief Executive Officer
Principal Financial Officer:
Ronald M. Dykes*
Chief Financial Officer
Principal Accounting Officer:
W. Patrick Shannon*
Controller
Directors:
F. Duane Ackerman* John G. Medlin, Jr.*
Reuben V. Anderson* Leo F. Mullin*
James H. Blanchard* Eugene F. Murphy*
J. Hyatt Brown* Robin B. Smith*
Armando M. Codina* C. Dixon Spangler, Jr.*
Phyllis Burke Davis* William S. Stavropoulos*
Kathleen F. Feldstein* J. Tylee Wilson*
*By /s/ W. Patrick Shannon
--------------------------------------
W. Patrick Shannon
(Individually and as Attorney-in-Fact)
February 28, 2000
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the BellSouth
Retirement Savings Plan Committe 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 28th day of February 2000.
BellSouth Retirement Savings Plan
By: /s/ W. Patrick Shannon
-----------------------------
W. Patrick Shannon
Member, BellSouth Retirement
Savings Plan Committee
<PAGE>
EXHIBIT INDEX
Exhibit
Number
5 Opinion of Mark D. Hallenbeck.
23 Consent of PricewaterhouseCoopers LLP.
23a Consent of Mark D. Hallenbeck (contained in opinion
filed as Exhibit 5).
24 Powers of Attorney.
EXHIBIT 5
EXHIBIT 23a
Opinion and Consent of Counsel
February 28, 2000
BellSouth Corporation
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
Re: BellSouth Savings and Security Plan
Dear Sirs:
I am Vice President and Associate General Counsel of BellSouth Corporation (the
"Company") and Vice President and General Counsel of BellSouth Capital Funding
Corporation. With reference to the registration statement on Form S-8 (the
"Registration Statement") which the Company proposes to file with the Securities
and Exchange Commission under the Securities Act of 1933, as amended,
registering 6,000,000 shares of Common Stock (par value $1.00 per share) of the
Company (the "Shares"), which are to be offered pursuant to the BellSouth
Savings and Security Plan (the "Plan"), I am of the opinion that:
(1) the Company is a corporation duly organized and validly existing under
the laws of the State of Georgia.
(2) all proper corporate proceedings have been taken so that the Shares have
been duly authorized and, upon issuance and payment therefor in accordance with
the Plan, will be legally issued, fully paid and non-assessable.
(3) The provisions of the Plan are in compliance with the requirements of
the Employee Retirement Income Security Act of 1974 pertaining to such
provisions.
I, or attorneys under my supervision, have examined originals or copies,
certified or otherwise identified to my satisfaction, of such documents,
corporate records, certificates of public officials and other instruments as I
have deemed necessary or advisable for the purpose of rendering this opinion. 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.
I hereby consent to any references to me contained in, and to the filing of
this opinion with the Securities and Exchange Commission in connection with, the
Registration Statement.
Very truly yours,
/s/ Mark D. Hallenbeck
Mark D. Hallenbeck
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement of BellSouth Corporation on Form S-8 of our report dated February 3,
2000 (except for Note R, as to which the date is February 24, 2000) relating to
the consolidated financial statements, which appears in BellSouth Corporation's
Annual Report on Form 10-K for the year ended December 31, 1999.
/s/ PricewaterhouseCoopers LLP
Atlanta, Georgia
March 2, 2000
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"),
proposes to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register Common Stock to be issued under the BellSouth Savings
and Security Plan.
NOW THEREFORE, each of the undersigned hereby constitutes and appoints F.
Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and
each of them, as attorneys for him in his name, place and stead in each of his
respective capacities in the Company, to execute and cause to be filed the
Registration Statement with respect to the securities to be offered and sold
under the Registration Statement therein described and thereafter to execute and
file an amended registration statement or statements and post-effective
amendment or amendments 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.
/s/ F.D. Ackerman December 30, 1999
F. Duane Ackerman Date
Chairman of the Board,
President and Chief Executive
Officer, Director
(Principal Executive Officer)
/s/ R.M.Dykes December 30, 1999
Ronald M. Dykes Date
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ W. Patrick Shannon December 30, 1999
W. Patrick Shannon Date
Vice President and Controller
(Principal Accounting Officer)
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register Common Stock to be issued under the BellSouth Savings
and Security Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for him in his name, place and stead to execute and cause
to be filed the Registration Statement with respect to the securities to be
offered and sold under the Registration Statement therein described and
thereafter to execute and file an amended registration statement or statements
and post-effective amendment or amendments 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.
/s/ Reuben V. Anderson
Reuben V. Anderson
Director
12/28/99
Date
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register Common Stock to be issued under the BellSouth Savings
and Security Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for him in his name, place and stead to execute and cause
to be filed the Registration Statement with respect to the securities to be
offered and sold under the Registration Statement therein described and
thereafter to execute and file an amended registration statement or statements
and post-effective amendment or amendments 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.
/s/ James H. Blanchard
James H. Blanchard
Director
12/28/99
Date
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register Common Stock to be issued under the BellSouth Savings
and Security Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for him in his name, place and stead to execute and cause
to be filed the Registration Statement with respect to the securities to be
offered and sold under the Registration Statement therein described and
thereafter to execute and file an amended registration statement or statements
and post-effective amendment or amendments 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.
/s/ J. Hyatt Brown
J. Hyatt Brown
Director
12/21/99
Date
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register Common Stock to be issued under the BellSouth Savings
and Security Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for him in his name, place and stead to execute and cause
to be filed the Registration Statement with respect to the securities to be
offered and sold under the Registration Statement therein described and
thereafter to execute and file an amended registration statement or statements
and post-effective amendment or amendments 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.
/s/ Armando M. Codina
Armando M. Codina
Director
12/22/99
Date
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register Common Stock to be issued under the BellSouth Savings
and Security Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for her in her name, place and stead to execute and cause
to be filed the Registration Statement with respect to the securities to be
offered and sold under the Registration Statement therein described and
thereafter to execute and file an amended registration statement or statements
and post-effective amendment or amendments 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.
/s/ Phyllis Burke Davis
Phyllis Burke Davis
Director
12/21/99
Date
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register Common Stock to be issued under the BellSouth Savings
and Security Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for her in her name, place and stead to execute and cause
to be filed the Registration Statement with respect to the securities to be
offered and sold under the Registration Statement therein described and
thereafter to execute and file an amended registration statement or statements
and post-effective amendment or amendments 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.
/s/ Kathleen F. Feldstein
Kathleen F. Feldstein
Director
12/28/99
Date
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register Common Stock to be issued under the BellSouth Savings
and Security Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for him in his name, place and stead to execute and cause
to be filed the Registration Statement with respect to the securities to be
offered and sold under the Registration Statement therein described and
thereafter to execute and file an amended registration statement or statements
and post-effective amendment or amendments 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.
/s/ John G. Medlin, Jr.
John G. Medlin, Jr.
Director
12/21/99
Date
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register Common Stock to be issued under the BellSouth Savings
and Security Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for him in his name, place and stead to execute and cause
to be filed the Registration Statement with respect to the securities to be
offered and sold under the Registration Statement therein described and
thereafter to execute and file an amended registration statement or statements
and post-effective amendment or amendments 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.
/s/ Leo F. Mullin
Leo F. Mullin
Director
12/28/99
Date
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register Common Stock to be issued under the BellSouth Savings
and Security Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for him in his name, place and stead to execute and cause
to be filed the Registration Statement with respect to the securities to be
offered and sold under the Registration Statement therein described and
thereafter to execute and file an amended registration statement or statements
and post-effective amendment or amendments 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.
/s/ Eugene F. Murphy
Eugene F. Murphy
Director
12/22/99
Date
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register Common Stock to be issued under the BellSouth Savings
and Security Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for her in her name, place and stead to execute and cause
to be filed the Registration Statement with respect to the securities to be
offered and sold under the Registration Statement therein described and
thereafter to execute and file an amended registration statement or statements
and post-effective amendment or amendments 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.
/s/ Robin B. Smith
Robin B. Smith
Director
12/21/99
Date
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register Common Stock to be issued under the BellSouth Savings
and Security Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for him in his name, place and stead to execute and cause
to be filed the Registration Statement with respect to the securities to be
offered and sold under the Registration Statement therein described and
thereafter to execute and file an amended registration statement or statements
and post-effective amendment or amendments 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.
/s/ C. Dixon Spangler, Jr.
C. Dixon Spangler, Jr.
Director
12/28/99
Date
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register Common Stock to be issued under the BellSouth Savings
and Security Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for him in his name, place and stead to execute and cause
to be filed the Registration Statement with respect to the securities to be
offered and sold under the Registration Statement therein described and
thereafter to execute and file an amended registration statement or statements
and post-effective amendment or amendments 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.
/s/ William S. Stavropoulos
William S. Stavropoulos
Director
12/24/99
Date
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"),
proposes to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, a registration statement (the "Registration
Statement") to register Common Stock to be issued under the BellSouth Savings
and Security Plan.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each
of them, as attorneys for him in his name, place and stead to execute and cause
to be filed the Registration Statement with respect to the securities to be
offered and sold under the Registration Statement therein described and
thereafter to execute and file an amended registration statement or statements
and post-effective amendment or amendments 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.
/s/ J. Tylee Wilson
J. Tylee Wilson
Director
12/22/99
Date
