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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:
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<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
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BELLSOUTH CORPORATION
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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[LOGO]
BellSouth Corporation Richard D. Sibbernsen
Suite 2003 Vice President
1155 Peachtree Street, N.E. Human Resources
Atlanta, Georgia 30309-3610
404 249-4080
Fax 404 249-5908
March 29, 2000
Dear BellSouth Stock Option Recipient:
Following this week's announcement about BellSouth's proposal to create a Latin
American tracking stock, you may have questions about how this proposal, if
approved, will affect your stock options. The following questions and answers
will hopefully help address those. We will provide you with additional
information when further communications are permitted.
Q. What will happen to my BellSouth stock options at the time of the IPO?
A. At the time of the IPO, your unexercised BellSouth stock options will
become BLS Group stock options. The BLS Group stock options will have
the identical exercise prices, vesting schedules and other terms and
conditions as your original BellSouth stock options. Thus, your
economic interest in BellSouth will remain the same.
Q. How will the planned distribution affect my BLS Group stock options?
A. At the planned distribution, you will retain your BLS Group stock
options and receive additional options to acquire Latin America Group
stock. In order to preserve the value of your options, a new exercise
price will be set for each of your BLS Group and Latin America Group
options. The Latin America Group stock options will have the identical
vesting schedule and other terms and conditions as your BLS Group stock
options. As such, your economic interest in BellSouth will remain the
same.
Q. How will future stock option grants be determined?
A. As explained in the proxy statement, our intent is to provide future
grants based on a manager's work assignment. For managers whose primary
focus is the BLS Group, a preponderance of their options will be BLS
Group options. For managers whose primary focus is the Latin America
Group, a preponderance of their options will be Latin America Group
options. Managers who have responsibility for both groups will receive
both BLS Group options and Latin America Group options based on factors
including the relative market value of each group.
Sincerely,
/s/
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
http://www.sec.gov. Shareholders will receive for free the definitive proxy
statement in connection with the solicitation of proxies for the special
meeting.
