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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 (AMENDMENT NO. )
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
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
BellSouth Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[ ] No fee required.
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The following email was distributed to officers of BellSouth today.
Date: October 31, 2000
To: BellSouth Officers
From: Nancy Humphries
Re: Tracking Stock
As you are aware, BellSouth is requesting approval from shareholders to issue a
new series of stock, which will be used as a tracking stock for our Latin
American businesses. Most proposals presented to our shareholders require a
favorable vote of a majority of the shares voted to pass. In contrast, the
tracking stock proposal must be approved by a majority of the outstanding
shares. As a result, the tracking stock proposal will be approved when
shareholders holding more than 50% of the shares vote for it. Alternatively, the
proposal can be defeated if shareholders holding more than 50% of the shares
either vote against it, abstain, or do not vote.
Our employees own approximately 10% of the outstanding shares of BellSouth. Over
80% of employees own BellSouth shares through the 401(k) plan or employee stock
purchase plan. They are an important constituency for approval of the proposal,
both in their capacity as shareholders and as advocates of the merits of the
proposal to shareholders outside of the Company. All employee/shareholders
should have received in the mail by now a shareholder package including a proxy
statement, which describes the tracking stock proposal in great detail. As
opportunities present themselves, please encourage the employees in your
organization to read the proxy statement and vote their shares. All shareholders
can vote their proxies until the polls are closed at the special meeting of
shareholders on December 5th. They can vote by telephone, Internet or by mailing
in the proxy card. Voting instructions were included in the package with their
proxy statement.
The Board of Directors unanimously recommends that shareholders vote for the
tracking stock proposal. The new class of stock is a critical element in
BellSouth's strategy to expand our Latin American operations. Please vote your
shares and encourage other employees to do the same.
Call Belinda Massafra at 404-249-2410 or myself at 404-249-3428 if you have any
questions.
Thank you.
