<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 (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
[ ] 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
FOR IMMEDIATE RELEASE
CONTACT INFORMATION: Pattie Kushner
Phone: (404) 249-2365
Pager: (877) 284-4976
[email protected]
BELLSOUTH FILES WITH SEC FOR LATIN AMERICA GROUP TRACKING STOCK
SPECIAL SHAREHOLDERS' MEETING AND INITIAL PUBLIC OFFERING ANTICIPATED FOR
LATE-SUMMER
ATLANTA - March 29, 2000 - BellSouth Corporation (NYSE: BLS) announced
today that it has filed with the Securities and Exchange Commission (SEC) a
registration statement relating to its plans to create and issue a series of
Common Stock to track the performance of its Latin American business.
The registration statement relates to an initial public offering of shares
of the tracking stock. Morgan Stanley Dean Witter and Goldman Sachs & Co. have
been named as lead underwriters in connection with the offering of the Latin
American tracking stock. Evercore Partners Inc. is acting as financial advisor
to BellSouth.
BellSouth also is filing a preliminary proxy statement today. The proxy
statement relates to the special shareholders' meeting, which is expected to
occur this summer. The proxy statement contains details about the terms of the
tracking stock, BellSouth's Latin American businesses and the expected benefits
of the tracking stock structure. Shareholders will be asked to approve a
charter amendment creating a new capital structure to enable the issuance of
the tracking stock.
ABOUT BELLSOUTH'S LATIN AMERICA GROUP
With operations in ten Latin American countries - Argentina, Brazil,
Chile, Ecuador, Guatemala, Nicaragua, Panama, Peru, Uruguay and Venezuela -
covering a population of 176 million, BellSouth and its partners serve more
than 6.2 million customers (or 4.2 million proportionate customers). In
addition to cellular and PCS, these operations offer an array of communications
services to business and residential customers, including domestic and
international long distance calling, Internet and data services, directory
operations and fixed wireless services.
<PAGE> 3
About BellSouth Corporation
BellSouth (NYSE: BLS) is a $25 billion communications services company. It
provides wireline and wireless telecommunications, Internet and data services,
advertising and publishing products, and video and entertainment services to
nearly 37 million customers in 19 countries worldwide.
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 press release shall not
constitute an offer to sell or the solicitation of an offer to buy these
securities, 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.
Shareholders should carefully review the definitive proxy statement when it
is available because it will contain important information. Shareholders can
view the proxy statement for free at the SEC's Internet Web site at www.sec.gov.
Shareholders will receive the definitive proxy statement for free in connection
with the solicitation of proxies for the special meeting.
###
NOTES:
Shareholders also can review BellSouth's Preliminary 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 to BellSouth Shareholder Services at
1-800-969-2372.
