<PAGE>
PROSPECTUS SUPPLEMENT
(To Prospectus Dated November 1, 1995)
$500,111,326
BELLSOUTH TELECOMMUNICATIONS, INC.
TWENTY YEAR 6.30% AMORTIZING DEBENTURES, DUE DECEMBER 15, 2015
ONE HUNDRED YEAR 6.65% ZERO-TO-FULL SM DEBENTURES, DUE DECEMBER 15, 2095
Principal of and interest on the $375,133,000 aggregate principal amount of the
6.30% Amortizing Debentures, due December 15, 2015 (the "Amortizing
Debentures") will be payable semiannually on June 15 and December 15 of each
year, commencing June 15, 1996. No interest will accrue on the 6.65% Zero-To-
Full (or ZTF SM) Debentures, due December 15, 2095 (the "ZTF Debentures" and,
together with the Amortizing Debentures, the "Debentures") through December 14,
2015. Beginning December 15, 2015, interest on the $500,000,000 aggregate
principal amount of the ZTF Debentures will accrue and be payable semiannually
on June 15 and December 15 of each year, commencing June 15, 2016, and such
principal amount will be payable at maturity. The Debentures will not be
redeemable prior to maturity.
Each of the Amortizing Debentures and the ZTF Debentures will be represented by
global securities registered in the name of a nominee of The Depository Trust
Company, as Depositary (the "Depositary"). Beneficial interests in the
Debentures will be shown on, and transfers thereof will be effected only
through, records maintained by the Depositary and its participants. Except as
described herein, Debentures in definitive form will not be issued. The
Debentures will trade in the Depositary's Same-Day Funds Settlement System. All
payments of principal and interest on global securities will be made by
BellSouth Telecommunications, Inc. (the "Company") in immediately available
funds. See "Description of the Debentures--Book-Entry System."
Application will be made to list the Debentures on the New York Stock Exchange.
"Zero-To-Full" and "ZTF" are service marks of Salomon Brothers Inc.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL PRICE TO UNDERWRITING PROCEEDS TO
AMOUNT PUBLIC(1) DISCOUNT COMPANY(1)(2)
<S> <C> <C> <C> <C>
Per Amortizing Debenture... 100.000% 99.681% 1.000% 98.681%
Total...................... $375,133,000 $373,936,326 $3,751,330 $370,184,996
Per ZTF Debenture.......... 100.000% 25.235% .375% 24.860%
Total...................... $500,000,000 $126,175,000 $1,875,000 $124,300,000
</TABLE>
- --------------------------------------------------------------------------------
(1) Plus any accrued interest or accreted original issue discount from December
13, 1995 to the date of delivery.
(2) Before deduction of expenses payable by the Company estimated at $300,000.
The Debentures are offered subject to receipt and acceptance by the
Underwriter, to prior sale and to the Underwriter's right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without notice.
It is expected that delivery of the Debentures will be made through the
facilities of the Depositary on or about December 13, 1995.
- -----------------------------------
SALOMON BROTHERS INC
----------------------------------------------------------------------
The date of this Prospectus Supplement is December 6, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE DEBENTURES
OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
USE OF PROCEEDS
The proceeds from the sale of the Debentures are expected to be as follows:
<TABLE>
<S> <C>
Gross Proceeds............................................... $500,111,326
Less--Underwriting Discount.................................. 5,626,330
Expenses.................................................. 300,000
------------
Net Proceeds.............................................. $494,184,996
============
</TABLE>
The Company intends to apply the net proceeds toward the permanent
refinancing of $275 million aggregate principal amount of Forty Year 8 1/8%
Debentures, due May 1, 2017 issued by Southern Bell Telephone and Telegraph
Company ("Southern Bell"); and $210 million aggregate principal amount of
Forty Year 8 1/4% Debentures, due March 1, 2017 issued by South Central Bell
Telephone Company.
DESCRIPTION OF THE DEBENTURES
GENERAL
The Debentures will be issued under an indenture dated December 2, 1995 and,
in the case of the Amortizing Debentures, a supplemental indenture thereto
dated December 12, 1995 and, in the case of the ZTF Debentures, a supplemental
indenture thereto dated December 13, 1995 (as supplemented, the "Indenture").
Provisions of the Indenture are more fully described under "Description of
Securities" in the attached Prospectus to which reference is hereby made.
The principal of, and interest on, the Debentures are to be payable at the
office or agency of the Company in New York, New York.
The Debentures will not be redeemable prior to maturity.
The Debentures will be subject to defeasance and covenant defeasance as
provided in the attached Prospectus.
AMORTIZING DEBENTURES
Each Amortizing Debenture will entitle the holder thereof to a payment (the
"Amortizing Payment") of approximately $44.32 (as shown in the following
table) for each $1,000 principal amount of Amortizing Debentures, payable
semiannually on June 15 and December 15 of each year (each an "Amortizing
Payment Date"), commencing June 15, 1996 and ending December 15, 2015, to the
person in whose name such Amortizing Debenture is registered at the close of
business on the preceding June 1 or December 1, as the case may be. Each
Amortizing Payment will consist of interest, payable at the rate per annum
shown on the front cover of this Prospectus Supplement, on the then
outstanding principal balance of the Amortizing Debentures, with the balance
of such Amortizing Payment constituting a repayment of principal. Such
Amortizing Payments are calculated to repay the entire principal balance of
the Amortizing Debentures by December 15, 2015 and will consist of principal
and interest as follows:
S-2
<PAGE>
AMORTIZING DEBENTURES
SCHEDULE OF AMORTIZING PAYMENTS
<TABLE>
<CAPTION>
TOTAL
AMORTIZING
PAYMENT DATE INTEREST PRINCIPAL PAYMENT BALANCE
- ------------ -------- --------- ---------- ---------
<S> <C> <C> <C> <C>
At issuance............................. -- -- -- $1,000.00
June 15, 1996........................... $31.85 $12.82 $44.67 987.18
December 15, 1996....................... 31.10 13.22 44.32 973.96
June 15, 1997........................... 30.68 13.64 44.32 960.32
December 15, 1997....................... 30.25 14.06 44.31 946.26
June 15, 1998........................... 29.81 14.51 44.32 931.75
December 15, 1998....................... 29.35 14.97 44.32 916.78
June 15, 1999........................... 28.88 15.44 44.32 901.34
December 15, 1999....................... 28.39 15.93 44.32 885.41
June 15, 2000........................... 27.89 16.42 44.31 868.99
December 15, 2000....................... 27.37 16.95 44.32 852.04
June 15, 2001........................... 26.84 17.48 44.32 834.56
December 15, 2001....................... 26.29 18.03 44.32 816.53
June 15, 2002........................... 25.72 18.59 44.31 797.94
December 15, 2002....................... 25.14 19.19 44.33 778.75
June 15, 2003........................... 24.53 19.78 44.31 758.97
December 15, 2003....................... 23.91 20.41 44.32 738.56
June 15, 2004........................... 23.26 21.06 44.32 717.50
December 15, 2004....................... 22.60 21.71 44.31 695.79
June 15, 2005........................... 21.92 22.40 44.32 673.39
December 15, 2005....................... 21.21 23.11 44.32 650.28
June 15, 2006........................... 20.48 23.83 44.31 626.45
December 15, 2006....................... 19.73 24.59 44.32 601.86
June 15, 2007........................... 18.96 25.35 44.31 576.51
December 15, 2007....................... 18.16 26.16 44.32 550.35
June 15, 2008........................... 17.34 26.98 44.32 523.37
December 15, 2008....................... 16.49 27.84 44.33 495.53
June 15, 2009........................... 15.61 28.70 44.31 466.83
December 15, 2009....................... 14.71 29.62 44.33 437.21
June 15, 2010........................... 13.77 30.54 44.31 406.67
December 15, 2010....................... 12.81 31.51 44.32 375.16
June 15, 2011........................... 11.82 32.50 44.32 342.66
December 15, 2011....................... 10.79 33.52 44.31 309.14
June 15, 2012........................... 9.74 34.58 44.32 274.56
December 15, 2012....................... 8.65 35.67 44.32 238.89
June 15, 2013........................... 7.53 36.79 44.32 202.10
December 15, 2013....................... 6.37 37.96 44.33 164.14
June 15, 2014........................... 5.17 39.14 44.31 125.00
December 15, 2014....................... 3.94 40.38 44.32 84.62
June 15, 2015........................... 2.67 41.66 44.33 42.96
December 15, 2015....................... 1.35 42.96 44.31 0.00
</TABLE>
ZTF DEBENTURES
The $500,000,000 aggregate principal amount of ZTF Debentures will be issued
at a discount to their aggregate principal amount to generate gross proceeds
of approximately $126,175,000. Although for federal income tax purposes
significant amounts of original issue discount, taxable as ordinary income,
will be recognized by a holder of the ZTF Debentures from the date of issuance
through December 14, 2015, no interest will accrue or be paid on the ZTF
Debentures prior thereto. Beginning December 15, 2015, the ZTF Debentures
S-3
<PAGE>
will bear interest on their principal amount at the rate per annum shown on
the front cover of this Prospectus Supplement, payable semiannually on June 15
and December 15 of each year, commencing June 15, 2016, to the person in whose
name such ZTF Debenture is registered at the close of business on the
preceding June 1 or December 1, as the case may be.
EVENTS OF DEFAULT
Notwithstanding the circumstances giving rise to an Event of Default as
described in the attached Prospectus, a default in the payment of an
Amortizing Payment shall not cause an Event of Default until such default has
continued for a period of ten days.
In addition to those Events of Default described in the attached Prospectus,
an Event of Default with respect to the Amortizing Debentures shall also
constitute an Event of Default with respect to the ZTF Debentures. Amounts
subject to acceleration upon an Event of Default shall be the Amortized Value
of the Amortizing Debentures or the Accreted Value of the ZTF Debentures as of
the date of such Event of Default, as the case may be.
"Accreted Value," as of any date of determination and in respect of each
$1,000 principal amount of ZTF Debentures, shall be determined in the
following manner:
(i) the Accreted Value as of the next preceding December 15 or June 15
(or, if such date of determination is on or before June 15, 1996, the
original issue price of $252.35); plus
(ii) accretion on the amount and from the date determined in (i) above at
a rate equal to the yield to maturity on the ZTF Debentures calculated
based on a 360 day year composed of twelve 30-day months (which rate is
approximately 6.85% per annum); and less
(iii) the amount of interest payable on such date of determination.
Pursuant to the foregoing, the Accreted Value of each $1,000 principal amount
of ZTF Debentures will be $970.93 on December 15, 2015 and will further
accrete to $1,000 at December 15, 2095. The exact Accreted Value of each
$1,000 principal amount of ZTF Debentures as of each June 15 and December 15
will be set forth in the Supplemental Indenture relating to the ZTF
Debentures.
"Amortized Value" means, as of any date of determination and in respect of
each $1,000 principal amount of Amortizing Debentures, (i) $1,000 less (ii)
the aggregate of all amounts paid in respect of principal through the
Amortizing Payments.
TRUSTEE
AmSouth Bank of Alabama (the "Trustee") is the Trustee under the Indenture.
The Company and certain of its affiliates maintain banking relationships in
the ordinary course of business with the Trustee. The Trustee is also the
trustee with respect to the $75 million Thirty-Seven Year 5% Debentures, due
December 1, 1997 issued by Southern Bell; the $350 million Fifteen Year 5 7/8%
Debentures, due January 15, 2009 issued by the Company; and the $400 million
Forty Year 6 3/4% Debentures, due October 15, 2033 issued by the Company.
BOOK-ENTRY SYSTEM
Each issue of Debentures will be represented by one or more global
securities (in each case, the "Global Security"). Each Global Security will be
deposited with, or on behalf of, the Depositary and registered in the name of
a nominee of the Depositary. Except under circumstances described below, the
Debentures will not be issuable in definitive form.
With respect to each issue of Debentures, upon the issuance of the relevant
Global Security, the Depositary will credit on its book-entry registration and
transfer system the accounts of persons designated by the Underwriter with the
respective principal amounts of the Debentures represented by the Global
Security. Ownership of beneficial interests in a Global Security will be
limited to persons that have accounts with the Depositary or its nominee
("participants") or persons that may hold interests through participants.
Ownership of
S-4
<PAGE>
beneficial interests in a Global Security will be shown on, and the transfer
of that ownership will be effected only through, records maintained by the
Depositary or its nominee (with respect to interests of participants) and on
the records of participants (with respect to interests of persons other than
participants). The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests
in a Global Security.
So long as the Depositary or its nominee is the registered owner of a Global
Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner or holder of the Debentures represented by the
Global Security for all purposes under the Indenture. Except as provided
below, owners of beneficial interests in a Global Security will not be
entitled to have Debentures represented by the Global Security registered in
their names, will not receive or be entitled to receive physical delivery of
Debentures in definitive form and will not be considered the owners or holders
thereof under the Indenture.
Principal and interest payments on Debentures registered in the name of the
Depositary or its nominee will be made to the Depositary or its nominee, as
the case may be, as the registered owner of the relevant Global Security. None
of the Company, the Trustee, any paying agent or registrar for the Debentures
will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial interests in a Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial interest.
The Company expects that the Depositary for the Debentures or its nominee,
upon receipt of any payment of principal or interest, will credit immediately
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the relevant Global
Security as shown on the records of the Depositary or its nominee. The Company
also expects that payments by participants to owners of beneficial interests
in a Global Security held through such participants will be governed by
standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such participants.
With respect to each issue of Debentures, if the Depositary is at any time
unwilling or unable to continue as depositary and a successor Depositary is
not appointed by the Company within 90 days, the Company will issue Debentures
in definitive form in exchange for the entire Global Security. In addition,
the Company may at any time and in its sole discretion determine not to have
either issue of the Debentures represented by a Global Security and, in such
event, will issue Debentures of the appropriate issue in definitive form in
exchange for the entire Global Security. In any such instance, an owner of a
beneficial interest in the Global Security will be entitled to physical
delivery in definitive form of Debentures represented by the Global Security
equal in principal amount to such beneficial interest and to have such
Debentures registered in its name. Debentures so issued in definitive form
will be issued as registered Debentures in denominations of $1,000 and
integral multiples thereof, unless otherwise specified by the Company.
Settlement for each issue of Debentures will be made by the Underwriter in
immediately available funds. All payments of principal and interest on Global
Securities will be made by the Company in immediately available funds.
TAXATION OF ZTF DEBENTURES
In the opinion of Davis Polk & Wardwell, special tax counsel to the Company,
the following is a general description of the principal United States federal
income tax consequences of ownership and disposition of the ZTF Debentures to
initial holders purchasing the ZTF Debentures at the "issue price" (as defined
below). This summary is based on United States federal income tax laws
existing as of the date hereof, changes to which subsequent to the date of
this Prospectus Supplement may affect the tax consequences described herein.
This summary discusses only ZTF Debentures held as capital assets within the
meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the
"Code"). It does not discuss all of the tax consequences that may be relevant
to a holder in light of his particular circumstances or to holders subject to
special rules, such as certain
S-5
<PAGE>
financial institutions, insurance companies, dealers in options or securities
or persons holding ZTF Debentures as a part of a hedging transaction or
straddle. In addition, this discussion relates solely to holders who are U.S.
Holders (as defined below) of the ZTF Debentures. Persons considering the
purchase of ZTF Debentures should consult their tax advisors with regard to
the application of the United States federal income tax laws to their
particular situations as well as any tax consequences arising under the laws
of any state, local or foreign taxing jurisdiction.
As used herein, the term "U.S. Holder" means a holder of the ZTF Debentures
that is, for United States federal income tax purposes, (i) a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
created or organized in or under the laws of the United States or of any
political subdivision thereof, (iii) an estate or trust the income of which is
subject to United States federal income taxation regardless of its source, or
(iv) a person otherwise subject to United States federal income taxation on a
net income basis in respect of such holder's ownership of the ZTF Debentures.
ORIGINAL ISSUE DISCOUNT
The ZTF Debentures will be treated as issued with original issue discount
("OID") for United States federal income tax purposes equal to the difference
between their issue price and their "stated redemption price at maturity." The
"issue price" of a ZTF Debenture will equal the first price at which a
substantial amount of the ZTF Debentures are sold to the public (not including
bond houses, brokers or similar persons or organizations acting in the
capacity of underwriters, placement agents or as wholesalers) for money. The
"stated redemption price at maturity" of a ZTF Debenture, as such term is
defined for tax purposes, will equal the sum of all scheduled payments other
than "qualified stated interest." The effect of this definition of "stated
redemption price at maturity" is to cause scheduled interest payments on a
debt instrument that do not constitute "qualified stated interest" to be
treated as OID includible on the economic accrual basis described below. The
term "qualified stated interest" generally refers to stated interest
unconditionally payable at least annually over the entire term of a note.
Because there will be no interest payable on the ZTF Debentures prior to 2016,
none of the scheduled payments on the ZTF Debentures will constitute
"qualified stated interest." Accordingly the "stated redemption price at
maturity" of a ZTF Debenture will equal the sum of all scheduled payments
thereon (including all stated interest on the ZTF Debentures).
A U.S. Holder must, regardless of such holder's method of tax accounting,
include OID in income on an economic accrual basis (using the constant-yield-
to-maturity method of accrual described in Section 1272(a) of the Code and the
Treasury Regulations promulgated thereunder), in advance of the receipt of the
cash to which such OID is attributable. Under such constant-yield-to-maturity
method, a U.S. Holder generally will have to include in income increasingly
greater amounts of OID in successive accrual periods. A U.S. Holder's basis in
a ZTF Debenture will be increased by the amount of OID included with respect
to the ZTF Debenture and decreased by any payments made under the ZTF
Debenture.
SALE, EXCHANGE OR RETIREMENT OF THE ZTF DEBENTURES
Upon the sale, exchange or retirement of a ZTF Debenture, a U.S. Holder will
recognize taxable gain or loss equal to the difference between the amount
realized on the sale, exchange or retirement and such U.S. Holder's adjusted
tax basis in the ZTF Debenture.
Gain or loss realized on the sale or exchange of a ZTF Debenture will be
capital gain or loss. Such gain or loss will be long-term capital gain or loss
if at the time of sale or exchange the ZTF Debenture has been held for more
than one year.
BACKUP WITHHOLDING AND INFORMATION REPORTING
Certain noncorporate U.S. Holders may be subject to backup withholding at a
rate of 31% on proceeds received from the sale, exchange or retirement of, or
payments made on, a ZTF Debenture if the U.S. Holder thereof fails to furnish
its taxpayer identification number or otherwise to comply with applicable
certification requirements.
S-6
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
dated December 6, 1995, the Company has agreed to sell to the Underwriter, and
the Underwriter has agreed to purchase, the Debentures at the prices set forth
on the cover page of this Prospectus Supplement.
Under the terms and conditions of the Underwriting Agreement, the
Underwriter is committed to take and pay for all of the Debentures if any are
taken.
The Underwriter proposes to offer the Amortizing Debentures in part directly
to the public at the public offering price set forth on the cover page of this
Prospectus Supplement, and in part to certain dealers at such price less a
concession not in excess of .450% of the principal amount of the Amortizing
Debentures. The Underwriter may allow and such dealers may reallow a
concession not in excess of .250% of such principal amount to other dealers.
The Underwriter proposes to offer the ZTF Debentures in part directly to the
public at the public offering price set forth on the cover page of this
Prospectus Supplement, and in part to certain dealers at such price less a
concession not in excess of .250% of the principal amount of the ZTF
Debentures. The Underwriter may allow, and such dealers may reallow a
concession not in excess of .125% of such principal amount to other dealers.
After the initial offering, the offering prices and other selling terms may
from time to time be varied by the Underwriter.
Each issue of the Debentures is a new issue of securities with no
established trading market. The Company has been advised by the Underwriter
that it intends to make a market in the Debentures but is not obligated to do
so and may discontinue market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for either issue of the
Debentures.
Settlement for the Debentures will be made in immediately available funds,
and all secondary trading in the Debentures is expected to settle in
immediately available funds. See "Description of the Debentures--Book-Entry
System."
The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1993, as
amended.
S-7
<PAGE>
PROSPECTUS
- ----------
$1,400,000,000
BELLSOUTH TELECOMMUNICATIONS, INC.
DEBT SECURITIES
BellSouth Telecommunications, Inc. (the "Company") may offer, in one or more
issues, up to $1,400,000,000 aggregate principal amount of its debt securities
(the "Securities") on terms to be determined at the time the Securities are
offered for sale. When a particular issue of the Securities is offered, a
prospectus supplement ("Prospectus Supplement"), together with this
prospectus, will be delivered setting forth the terms of the Securities,
including, where applicable, the specific designation, aggregate principal
amount, denominations, maturity, rate of any interest (or manner of
calculation thereof) and time of payment thereof, any redemption provisions,
the initial public offering price, the names of the underwriters, dealers or
agents, any compensation to such underwriters, dealers or agents and any other
specific terms in connection with the offering and sale of the Securities.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------------
THE DATE OF THIS PROSPECTUS IS NOVEMBER 1, 1995.
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION.
----------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and in accordance therewith
files reports and other information with the Securities and Exchange
Commission ("SEC"). Such reports and other information filed by the Company
can be inspected and copied at the public reference facilities of the SEC,
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as
well as at the following SEC Regional Offices: 13th Floor, 7 World Trade
Center, New York, NY 10048 and Suite 1400, Northwestern Atrium Center, 500
West Madison Street, Chicago, IL 60661-2511. Such material can also be
inspected at the New York Stock Exchange. Copies can be obtained from the SEC
by mail at prescribed rates. Requests should be directed to the SEC's Public
Reference Section, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington D.C. 20549.
The Company is not required to deliver annual reports to its security
holders pursuant to the Exchange Act or any stock exchange requirement. Copies
of its annual, quarterly and periodic reports to the SEC on Forms 10-K, 10-Q
and 8-K (containing financial information audited by independent accountants
in the case of its annual report on Form 10-K) are required to be furnished to
the trustee under the indenture or indentures pursuant to which the Securities
will be issued.
The Company has registered the Securities with the SEC pursuant to
Registration Statement Nos. 33-60351 and 33-63661 on Form S-3 (together with
all amendments and exhibits thereto, the "Registration Statements") under the
Securities Act of 1933, as amended ("Securities Act"). This Prospectus does
not contain all of the information set forth in the Registration Statements,
certain parts of which are omitted in accordance with the rules and
regulations of the SEC. For further information, reference is made to the
Registration Statements.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the SEC and are
hereby incorporated herein by reference:
Annual Report on Form 10-K for the year ended December 31, 1994.
Quarterly Reports on Form 10-Q for the quarters ended March 31, and June
30, 1995.
Current Reports on Form 8-K for May 18, June 30 and October 1, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Securities shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
COPIES OF THE ABOVE DOCUMENTS (OTHER THAN EXHIBITS TO SUCH DOCUMENTS) MAY BE
OBTAINED UPON REQUEST WITHOUT CHARGE FROM THE VICE PRESIDENT AND COMPTROLLER
OF THE COMPANY, 675 WEST PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30375
(TELEPHONE NUMBER (404) 529-8611).
2
<PAGE>
THE COMPANY
The Company is an operating telephone company, wholly owned by BellSouth
Corporation, which provides predominantly tariffed telecommunications services
to approximately two-thirds of the population and one-half of the territory
within Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North
Carolina, South Carolina and Tennessee. It is the surviving corporation from
the merger, effective at midnight on December 31, 1991, of South Central Bell
Telephone Company ("South Central Bell") and BellSouth Services Incorporated,
a jointly-owned service subsidiary of South Central Bell and Southern Bell
Telephone and Telegraph Company ("Southern Bell"), with and into Southern
Bell. At the same time Southern Bell's name was changed to "BellSouth
Telecommunications, Inc."
The Company is a Georgia corporation and has its principal executive offices
at 675 West Peachtree Street, N.E., Atlanta, Georgia 30375 (telephone number
(404) 529-8611).
USE OF PROCEEDS
The Company intends to apply the net proceeds from the sale of the
Securities primarily toward refinancing debt and also for general corporate
purposes. The Company intends to offer Securities from time to time for
refinancing purposes when and as prevailing interest rates and other market
conditions are advantageous.
DESCRIPTION OF SECURITIES
The following description sets forth certain general terms and provisions of
the Securities to which any Prospectus Supplement may relate. The particular
terms and provisions of the Securities offered by a Prospectus Supplement, and
the extent to which such general terms and provisions described below may
apply thereto, will be described in the Prospectus Supplement.
GENERAL INDENTURE PROVISIONS
The Securities are to be issued in one or more series (a "Series") under an
indenture or indentures (the "Indenture") entered or to be entered into
between the Company and one or more trustees (the "Trustee"). The following
summaries of certain provisions of the Securities and the Indenture do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all provisions of the Indenture. Particular sections of the
Indenture which are relevant to the discussion are cited parenthetically.
Capitalized terms used in this Prospectus which are defined in the Indenture
shall have the same meaning herein as in the Indenture. "Principal" when used
herein includes, when appropriate, the premium, if any.
The Indenture does not limit the amount of securities, other than the
Securities, which may be issued or the amount of debt which may be incurred by
the Company. Reference is made to the Prospectus Supplement for the following
terms of the Securities being offered hereby: (i) the title of the Securities;
(ii) the date on which the principal of the Securities will mature; (iii) the
rate, if any, at which the Securities will bear interest, the date or dates
from which any such interest will accrue and on which such interest will be
payable; (iv) any redemption or sinking fund provisions; (v) if other than the
principal amount thereof, the portion of the principal amount of Securities
which will be payable upon declaration of acceleration of the maturity
thereof; and (vi) any additional provisions or other special terms not
inconsistent with the provisions of the Indenture, including any terms which
may be required by or advisable under United States laws or regulations or
advisable in connection with the marketing of the Securities.
The Securities will be issuable initially only as registered Securities
without coupons in denominations of $1,000 and any integral multiple of
$1,000. Principal and premium are to be payable at the office or agency of the
Company designated by the Company from time to time. Securities may be
presented for transfer or exchange at such office or agency. No service charge
will be made for any transfer or exchange.
3
<PAGE>
The Securities will not be secured. The Company will covenant in the
Indenture that if it shall subject to lien any of its property, it will secure
the outstanding Securities, and any other of its obligations which may then be
outstanding and entitled to the benefit of a similar covenant,* ratably with
the indebtedness or obligations secured by such lien, so long as such
obligations are so secured. The foregoing covenant will not apply to purchase-
money liens, or to deposits to secure public or statutory obligations or with
any governmental body for specified purposes. A subsidiary or other affiliate
of the Company may subject to lien any property whether or not acquired from
the Company. (Section 4.03)
--------------
The Company also will covenant that if in case of certain events -- namely,
(a) any consolidation or merger of the Company and any other corporation, or
(b) any sale or conveyance of the property of the Company as an entirety or
substantially as an entirety to any other corporation, or (c) the acquisition
by the Company of the property of any other corporation as an entirety or
substantially as an entirety -- any of the property owned by the Company
immediately prior to such event would thereupon become subject to any lien,
the Company prior to such event will secure the outstanding Securities and any
other of its obligations which may then be outstanding and entitled to the
benefit of a similar covenant;* ratably by a direct lien on all such property
of the Company, prior to any lien to which such property would become subject
by reason of such event. In case the Securities have been secured pursuant to
the provisions described in this paragraph by a direct lien on substantially
all of the telephone plant and on all securities of affiliates owned by the
Company, the covenants described in this paragraph and the preceding paragraph
will no longer be of any effect. As used in the covenants referred to in this
paragraph and the following paragraph, the word "securities" will be defined
to mean stocks and all indebtedness except indebtedness (other than that
arising from borrowing) incurred in the ordinary course of business. (Section
4.04) --------
- -----
The Indenture will provide that the Company may be discharged from all
obligations under outstanding Securities of any Series upon the irrevocable
deposit with the Trustee as trust funds solely for the benefit of the holders
of such Securities money and/or U.S. Government Obligations (as defined in the
Indenture) sufficient to pay and discharge the principal of (and premium, if
any) and interest on such Securities. In such event, except in the case of
Securities becoming due and payable within one year, the Company shall deliver
to the Trustee a ruling from the Internal Revenue Service or an Opinion of
Counsel (as defined in the Indenture) to the effect that the holders of such
Securities will not recognize income, gain or loss for federal income tax
purposes as a result of the payment and discharge and will be subject to
federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such payment and discharge had not
occurred. On substantially the same terms and conditions, the Company may be
relieved from the obligation to comply with certain covenants in the
Indenture, including those described in the preceding two paragraphs. (Section
11.01) --------
- ------
The Indenture will contain provisions permitting the Company and the
Trustee, with the consent of the holders of not less than 66 2/3% in aggregate
principal amount of the Securities at the time outstanding, to modify the
Indenture or any supplemental indenture or the rights of the holders of the
Securities; provided that no such modification shall (i) extend the fixed
maturity of any Securities, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof, without the consent of the holder
of each Security so affected, or (ii) reduce the aforesaid percentage of
Securities, the consent of the holders of which is required for any such
modification, without the consent of the holders of all Securities then
outstanding. The Indenture will also contain provisions permitting the Company
and the Trustee, without the consent of the holders of Securities, to modify
the Indenture or any supplemental indenture or the rights of the holders of
the Securities for certain limited purposes. (Section 9.02)
--------------
Under the Indenture an Event of Default with respect to Securities of any
Series means, with respect to Securities of such Series: default for 90 days
in payment of interest; default in payment of principal or premium; default
for 90 days after notice by the Trustee or the holders of at least 25% in
aggregate principal amount of Securities of such Series then outstanding in
performance of any other covenants in the Indenture; or certain events in
bankruptcy, insolvency or reorganization. (Section 6.01)
--------------
- --------
* Each outstanding issue of long and intermediate term debt of the Company is
entitled to the benefit of a similar covenant.
4
<PAGE>
Subject to the duty of the Trustee during default to act with the specified
standard of care, the Trustee before taking any action under the Indenture is
entitled to reasonable security or indemnity (Sections 7.01 and 7.02). Subject
------------------------
to such provisions for the indemnification of the Trustee, the holders of a
majority of the principal amount of outstanding Securities of a Series may
direct the time, method and place for certain actions by the Trustee with
respect to Securities of such Series. (Section 6.06)
--------------
Except as may be otherwise described in a Prospectus Supplement, the
covenants contained in the Indenture would not afford holders of the
Securities protection in the event of a highly-leveraged transaction involving
the Company.
GLOBAL SECURITIES
The Securities of a Series may be issued in the form of one or more fully
registered global Securities (a "Global Security") that will be deposited with
The Depository Trust Company (the "Depositary") or with a nominee for the
Depositary. In such case, one or more Global Securities will be registered in
the name of Cede & Co., as nominee for the Depositary and issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal amount of outstanding Securities of the Series to be represented by
such Global Security or Securities. Unless and until it is exchanged in whole
or in part for Securities in definitive registered form, a Global Security may
not be transferred except as a whole by the Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary or a nominee of such successor. The
laws of some States require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such limits and such
laws may impair the ability to transfer beneficial interests in the Global
Security.
The Depositary has informed the Company that it is a limited-purpose trust
company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. The Depositary holds securities
that its participants deposit with it. The Depositary also facilitates the
settlement among participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-
entry changes in participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. The Depositary is owned by a number of its
direct participants and by The New York Stock Exchange, Inc., the American
Stock Exchange, Inc. and the National Association of Securities Dealers, Inc.
Access to its system is also available to others such as securities brokers
and dealers, banks, and trust companies that clear through or maintain a
custodial relationship with a direct participant, either directly or
indirectly. The rules applicable to the Depositary and its participants are on
file with the Commission.
The specific terms of the depositary arrangement with respect to any portion
of a Series of Securities to be represented by a Global Security will be
described in the Prospectus Supplement relating to such Series. The Company
anticipates that the following provisions will apply to all depositary
arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Securities represented by such Global
Security to the accounts of persons that have accounts with such Depositary
("participants"). The accounts to be credited shall be designated by any
underwriters or agents participating in the distribution of such Securities.
Ownership of beneficial interests in a Global Security will be limited to
participants or persons that may hold interests through participants.
Ownership of beneficial interests in such Global Security will be shown on,
and the transfer of that ownership will be effected only through, records
maintained by the Depositary for such Global Security (with respect to
interests of participants) or persons that hold interests through participants
(with respect to interests of persons other than participants) in accordance
with the procedures of the Depositary.
5
<PAGE>
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Securities
represented by such Global Security for all purposes under the Indenture.
Except as set forth below, owners of beneficial interests in a Global Security
will not be entitled to have the Securities represented by such Global
Security registered in their names, will not receive or be entitled to receive
physical delivery of such Securities in definitive form and will not be
considered the owners or holders thereof under the Indenture. Accordingly,
each person owning a beneficial interest in a Global Security must rely on the
procedures of the Depositary for such Global Security and, if such person is
not a participant, on the procedures of the participant through which such
person owns its interest, to exercise any rights of a holder under the
Indenture. The Company understands that under existing industry practices, if
the Company requests any action of holders or if an owner of a beneficial
interest in a Global Security desires to give or take any action which a
holder is entitled to give or take under the Indenture, the Depositary for
such Global Security would authorize the participants holding the relevant
beneficial interests to give or take such action, and such participants would
authorize beneficial owners owning through such participants to give or take
such action or would otherwise act upon the instructions of beneficial owners
holding through them.
Principal and interest payments on Securities represented by a Global
Security registered in the name of a Depositary or its nominee will be made to
such Depositary or its nominee, as the case may be, as the registered owner of
such Global Security. None of the Company, the Trustee or any paying agent for
such Securities will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests in such Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
The Company expects that the Depositary for any Securities represented by a
Global Security, upon receipt of any payment of principal or interest, will
immediately credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Global Security as shown on the records of such Depositary. The
Company also expects that payments by participants to owners of beneficial
interests in such Global Security held through such participants will be
governed by standing instructions and customary practices, as is now the case
with the securities held for the accounts of customers registered in "street
names" and will be the responsibility of such participants.
If the Depositary for any Securities represented by a Global Security is at
any time unwilling or unable to continue as Depositary and a successor
Depositary is not appointed by the Company within 90 days, the Company will
issue such Securities in definitive form in exchange for such Global Security.
In addition, the Company may at any time and in its sole discretion determine
not to have any of the Securities of a Series represented by one or more
Global Securities and, in such event, will issue Securities of such Series in
definitive form in exchange for all of the Global Security or Securities
representing such Securities. In such instance, a beneficial owner of a Global
Security will be entitled to physical delivery in definitive form of
Securities of such Series represented by the Global Security equal in
principal amount to such beneficial interest and to have such Securities
registered in its name. Securities so issued in definitive form will be issued
as registered Securities in authorized denominations. Any Securities issued in
definitive form in exchange for a Global Security will be registered in such
name or names as the Depositary shall instruct the Trustee. It is expected
that such instructions will be based upon directions received from the
Depositary from participants with respect to ownership of beneficial interests
in such Global Security.
PLAN OF DISTRIBUTION
The Company may sell the Securities being offered hereby in four ways: (i)
directly to purchasers, (ii) through agents, (iii) through underwriters (the
"Underwriters") and (iv) through dealers.
The distribution of the Securities may be effected from time to time in one
or more transactions either (i) at a fixed price or prices, which may be
changed, (ii) at market prices prevailing at the time of sale, (iii) at prices
related to such prevailing market prices or (iv) at negotiated prices.
6
<PAGE>
In connection with the sale of Securities, Underwriters or agents may
receive compensation from the Company or from purchasers of Securities for
whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters may sell Securities to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the Underwriters and/or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate
in the distribution of Securities may be deemed to be Underwriters, and any
discounts or commissions received by them from the Company and any profit on
the resale of Securities by them may be deemed to be underwriting discounts
and commissions, under the Securities Act. Any such Underwriter or agent will
be identified, and any such compensation received from the Company will be
described, in the Prospectus Supplement.
The Underwriters and other persons may be entitled, under agreements which
may be entered into with the Company, to indemnification against certain civil
liabilities, including liabilities under the Securities Act.
LEGAL OPINIONS
Mr. Roger M. Flynt, Jr., Vice President and General Counsel of the Company,
is passing upon the legality of the Securities for the Company, relying on the
opinions of other counsel as to certain matters. Mr. Flynt may be deemed to
own beneficially 121,042 shares of BellSouth Common Stock, including interests
through various BellSouth benefit plans.
On behalf of dealers, underwriters or agents, Davis Polk & Wardwell is
passing upon certain legal matters in connection with the offering of the
Securities.
INDEPENDENT ACCOUNTANTS
The financial statements of the Company included in its Annual Report on
Form 10-K for the year ended December 31, 1994 and incorporated by reference
herein, have been audited by Coopers & Lybrand L.L.P., independent
accountants, to the extent and for the periods indicated in their reports
relating to such financial statements, which are also incorporated by
reference herein, and have been so included in reliance upon the reports of
Coopers & Lybrand L.L.P. given upon their authority as experts in auditing and
accounting.
7
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESEN-
TATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PRO-
SPECTUS SUPPLEMENT OR THE PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER IN-
FORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR BY THE UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AF-
FAIRS OF THE COMPANY SINCE THE DATE OF THIS PROSPECTUS SUPPLEMENT. THIS PRO-
SPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR SOLICITA-
TION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Use of Proceeds........................................................ S-2
Description of the Debentures.......................................... S-2
Taxation of ZTF Debentures............................................. S-5
Underwriting........................................................... S-7
</TABLE>
<TABLE>
<S> <C>
PROSPECTUS
Available Information................................................... 2
Incorporation of Documents By Reference................................. 2
The Company............................................................. 3
Use of Proceeds......................................................... 3
Description of Securities............................................... 3
Plan of Distribution.................................................... 6
Legal Opinions.......................................................... 7
Independent Accountants................................................. 7
</TABLE>
$500,111,326
BELLSOUTH
TELECOMMUNICATIONS, INC.
TWENTY YEAR
6.30% AMORTIZING DEBENTURES, DUE DECEMBER 15, 2015
ONE HUNDRED YEAR
6.65% ZERO-TO-FULL SM DEBENTURES, DUE DECEMBER 15, 2095
-----------------------------
SALOMON BROTHERS INC
-----------------------------------
PROSPECTUS SUPPLEMENT
DATED DECEMBER 6, 1995
