<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 1995
EFFECTIVE AS OF JUNE , 1995
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
BELLSOUTH TELECOMMUNICATIONS, INC.
<TABLE>
<S> <C>
A GEORGIA I.R.S. EMPLOYER
CORPORATION NO. 58-0436120
</TABLE>
675 West Peachtree Street, N.E., Atlanta, Georgia 30375
Telephone Number (404) 529-8611
Agent for Service
BLAIR S. PARROTT, JR.
BELLSOUTH CORPORATION
1155 PEACHTREE STREET, N.E.
15G03
ATLANTA, GEORGIA 30309-3610
---------------------
Please send copies of all communications to:
<TABLE>
<S> <C>
ERIC B. RUDOLPH KEITH L. KEARNEY
675 WEST PEACHTREE STREET, N.E. DAVIS POLK & WARDWELL
SUITE 4300 450 LEXINGTON AVENUE
ATLANTA, GEORGIA 30375 NEW YORK, NEW YORK 10017
</TABLE>
---------------------
Approximate Date of Commencement of Proposed Sale to the Public: From time
to time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / 33-[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / 33-[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
PROPOSED
AMOUNT MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT* OFFERING PRICE* FEE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities............................ $575,000,000 100% $575,000,000 $198,276
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(a), and exclusive of accrued interest, if any.
-----------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8, MAY
DETERMINE.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT ALSO RELATES TO $425 MILLION OF DEBT
SECURITIES REGISTERED AND REMAINING UNISSUED UNDER REGISTRATION STATEMENT NO.
33-49991 PREVIOUSLY FILED BY REGISTRANT, IN RESPECT OF WHICH $132,812.50 HAS
BEEN PAID TO THE COMMISSION AS FILING FEE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY 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.
PRELIMINARY PROSPECTUS -- SUBJECT TO COMPLETION
PROSPECTUS
$1,000,000,000
BELLSOUTH TELECOMMUNICATIONS, INC.
DEBT SECURITIES
BellSouth Telecommunications, Inc. (the "Company") may offer, in one or
more issues, up to $1,000,000,000 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 JUNE , 1995.
<PAGE> 3
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 Statements Nos. 33-49991 and 33- 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 Report on Form 10-Q for the quarter ended March 31, 1995.
Current Report on Form 8-K for May 18, 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> 4
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 (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 toward refinancing debt and/or for general corporate purposes.
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 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.
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
3
<PAGE> 5
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 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 means: 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 then outstanding in performance of any other
covenants in the Indenture; or certain events in bankruptcy, insolvency or
reorganization. (Section 6.01)
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 may direct the time,
method and place for certain actions by the Trustee. (Section 6.06)
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
- ---------------
* Each outstanding issue of long and intermediate term debt of the Company is
entitled to the benefit of a similar covenant.
4
<PAGE> 6
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.
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
5
<PAGE> 7
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.
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 60,392 shares of BellSouth Common Stock, including interests
through various BellSouth benefit plans.
6
<PAGE> 8
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> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee............................. $198,276
Rating Agency Fees........................................................ 200,000*
Fees and Expenses of Trustees............................................. 25,000*
Printing and Distribution of Registration Statement, Prospectus,
Underwriting Agreement, Indenture and Miscellaneous Material............ 60,000*
Accountants' Fees and Expenses............................................ 30,000*
Blue Sky Fees and Expenses................................................ 15,000*
Miscellaneous Expenses.................................................... 21,724*
--------
Total........................................................... $550,000
========
</TABLE>
- ---------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As authorized by the Georgia Business Corporation Code (the "GBCC"), the
Company's Restated Articles of Incorporation limit the monetary liability of its
directors to the Company or its shareholder for any breach of their duty of care
or any other duty as a director except (i) for misappropriation of any business
opportunity of the Company, (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 shareholder of the Company has adopted an
amendment to the Bylaws expanding directors' and officers' indemnification
rights and has approved a form of Indemnity Agreement which the Company may
enter with its directors or officers. A person with whom the Company 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 the
Company, 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 for the Company
and in the event of a "change in control" (as defined in the Indemnity
Agreement), of BellSouth Corporation, as the parent corporation of the Company,
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. The
Company 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.
II-1
<PAGE> 10
The Company's Bylaws also provide that the Company shall indemnify any
person made or threatened to be made a party to any action (including any action
by or in the right of the Company) by reason of service as a director or officer
of the Company (or of another entity at the Company's request), against
liabilities and expenses if he acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Company (and with
respect to any criminal action, had no reasonable cause to believe his conduct
was unlawful), 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 provisions (with respect to directors) in
the Company's Restated Articles of Incorporation and the Indemnity Agreements,
as authorized by the shareholders and as described above.
The directors and officers of 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) the Company is
entitled to have paid by the insurers, or to have the insurers reimburse the
Company for amounts paid by it, in respect of such claims if the Company is
required to indemnify officers and directors for such claims.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
Any agents, dealers or underwriters, who execute any of the agreements
filed as Exhibit 1 to this registration statement, will agree to indemnify the
Company's directors and their officers who signed the registration statement
against certain liabilities which might arise under the Securities Act from
information furnished to the Company by or on behalf of any such indemnifying
party.
ITEM 16. EXHIBITS.
<TABLE>
<C> <C> <S>
1* -- Form of Underwriting Agreement. (Exhibit 1-b to No. 33-29545).
4* -- Form of Indenture to be used by the Company to Issue Debt in Series (Exhibit
4-a to No. 33-49591).
4-a* -- BellSouth Telecommunications, Inc. Standard Indenture Provisions (1993-C
Edition) (Exhibit 4-b to No. 33-49591).
4-b -- Form of Supplemental Indenture to be used by the Company to issue debt in
series.
4-c -- Indenture dated May 15, 1995 between BellSouth Telecommunications, Inc. and
Trust Company Bank.
5 -- Opinion of Mr. Roger M. Flynt, Jr., Vice President and General Counsel of the
Company, as to the legality of the Securities to be issued.
12 -- Computation of Ratio of Earnings to Fixed Charges.
23 -- Consent of Coopers & Lybrand L.L.P., independent accountants.
23-a -- Consent of Mr. Roger M. Flynt, Jr. is contained in Exhibit 5.
24 -- Powers of Attorney.
25a -- Statement of Eligibility of Trustee for AmSouth Bank of Alabama.
25b -- Statement of Eligibility of Trustee for Trust Company Bank.
25c -- Statement of Eligibility of Trustee for First Alabama Bank.
25d -- Statement of Eligibility of Trustee for Compass Bank.
</TABLE>
- ---------------
* Previously filed with the Securities and Exchange Commission and incorporated
by reference herein.
II-2
<PAGE> 11
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(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 (notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 Registrant 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 registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 registrant pursuant to the provisions referred to in Item 15 or otherwise
(other than the insurance policies referred to therein), the registrant has 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 registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted against the
registrant by such director, officer or controlling person in connection with
the securities being registered, the registrant 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.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or
II-3
<PAGE> 12
497(h) under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-4
<PAGE> 13
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-3 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 16TH DAY OF
JUNE, 1995.
BELLSOUTH TELECOMMUNICATIONS, INC.
By /s/ PATRICK H. CASEY
---------------------------------
Patrick H. Casey
(Vice President and Comptroller)
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.
<TABLE>
<S> <C>
Principal Executive Officer:
JERE A. DRUMMOND* President and Chief Executive Officer
Principal Financial Officer
and Principal Accounting
Officer:
PATRICK H. CASEY* Vice President and Comptroller
Directors:
IRVING W. BAILEY II*
ROBERT H. BOH* *By /s/ PATRICK H. CASEY
EDWARD E. CRUTCHFIELD, JR.* ----------------------------------------
FRANK R. DAY* Patrick H. Casey
JERE A. DRUMMOND* (Individually and as attorney-in-fact)
LLOYD C. ELAM*
JOHN W. HARRIS*
MARK C. HOLLIS*
HARRY M. LIGHTSEY, JR.*
THOMAS H. MEEKER* June 16, 1995
JOE M. RODGERS*
</TABLE>
- ---------------
* by power of attorney.
II-5
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- --------------------------------------------------------------------
<S> <C> <C>
4-b -- Form of Supplemental Indenture to be used by the Company to issue
debt in series....................................................
4-c -- Indenture dated May 15, 1995 between BellSouth Telecommunications,
Inc. and Trust Company Bank.......................................
5 -- Opinion and consent of Mr. Roger M. Flynt, Jr., Vice President and
General Counsel of the Company, as to the legality of the
Securities to be issued...........................................
12 -- Computation of Ratio of Earnings to Fixed Charges...................
23 -- Consent of Coopers & Lybrand L.L.P., independent accountants........
24 -- Powers of Attorney..................................................
25a -- Statement of Eligibility of Trustee for AmSouth Bank of Alabama.....
25b -- Statement of Eligibility of Trustee for Trust Company Bank..........
25c -- Statement of Eligibility of Trustee for First Alabama Bank..........
25d -- Statement of Eligibility of Trustee for Compass Bank................
</TABLE>
<PAGE> 1
EXHIBIT 4-B
<PAGE> 2
EXHIBIT 4-B
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BELLSOUTH TELECOMMUNICATIONS, INC.
AND
TRUSTEE
---------------------
SUPPLEMENTAL INDENTURE
DATED
---------------------
[TITLE OF SECURITIES]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 3
TABLE OF CONTENTS*
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PARTIES............................................................................... 1
RECITALS:
Purpose of Supplemental Indenture................................................... 1
Form of Debenture [face]............................................................ 1
Form of Certificate of Authentication............................................... 2
Form of Debenture [reverse]......................................................... 2
Compliance with legal requirements.................................................. 4
Consideration....................................................................... 4
PART I: CREATION AND AUTHORIZATION OF SERIES.......................................... 4
PART II: SPECIAL PROVISIONS APPLICABLE TO THIS SERIES................................. 4
TESTIMONIUM........................................................................... 5
SIGNATURES AND SEALS.................................................................. 5
</TABLE>
- ---------------
* The Table of Contents is not part of this Supplemental Indenture.
<PAGE> 4
SUPPLEMENTAL INDENTURE, dated the day of , , between
BELLSOUTH TELECOMMUNICATIONS, INC., a Georgia corporation (hereinafter sometimes
referred to as the "Company"), and , a , with its
principal office at , as trustee (hereinafter
sometimes referred to as the "Trustee"),
WITNESSETH THAT:
WHEREAS, the Company and the Trustee have entered into an Indenture (the
"Indenture") dated , providing for the issuance of debt securities
in series; and
WHEREAS, for its lawful corporate purposes, the Company desires to create
and authorize the series
Year % Debentures, due , (hereinafter referred to as the
"Debentures") in an aggregate principal amount of Dollars
($ ) and, to provide the terms and conditions upon which the
Debentures are to be executed, registered, authenticated, issued and delivered,
the Company has duly authorized the execution and delivery of this Supplemental
Indenture; and
WHEREAS, the Debentures and the certificates of authentication to be borne
by the Debentures are to be substantially in the following forms, respectively:
[FORM OF DEBENTURE]
[FACE]
[EXAMPLE OF A LEGEND TO BE INSERTED ON GLOBAL SECURITIES: Unless this
certificate is presented by an authorized representative of The Depository Trust
Company (55 Water Street, New York, New York) to the issuer or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company and any payment is
made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.]
No. $
- --------------------- ---------------------
BELLSOUTH TELECOMMUNICATIONS, INC.
Year % Debenture, due ,
BellSouth Telecommunications, Inc., a Georgia corporation (herein referred
to as the "Company"), for value received, hereby promises to pay to
or registered assigns, the principal sum of
dollars on , , at the office or agency of the Company in the City of
, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts, and to pay interest, semiannually on and , on
said principal sum at the rate per annum specified in the title of this
Debenture, at said office or agency, in like coin or currency, from the day
of or , as the case may be, to which interest on the Debentures
has been paid preceding the date hereof (unless the date hereof is a , or
, to which interest has been paid, in which case from the date hereof, or
unless the date hereof is prior to the first payment of interest, in which case
from , ) until payment of said principal sum has been made or duly
provided for; provided, however, that payment of interest may be made at the
option of the Company by check or draft mailed to the address of the person
entitled thereto at such address as shall appear on the Debenture register.
Notwithstanding the foregoing, unless this Debenture shall be authenticated at a
time when there is an existing default in the payment of interest on the
Debentures, if the date hereof is after a and before the next following
or is after a and before the next following , this
Debenture shall bear interest from such or ; provided, however,
that if the Company shall default in the payment of interest due on such
or , then this Debenture shall bear interest from the next preceding
<PAGE> 5
or , as the case may be. The interest so payable on any or
will, subject to certain exceptions provided in the Indenture referred to on the
reverse hereof, be paid to the person in whose name this Debenture shall be
registered at the close of business on the prior to such or the
prior to such , unless such or shall not be a
business day (as defined in said Indenture), in which event the business day
next preceding.
Reference is hereby made to the further provisions of this Debenture set
forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
This Debenture shall not be valid or become obligatory for any purpose
until the appropriate certificate of authentication hereon shall have been
executed by or on behalf of the Trustee under the Indenture referred to on the
reverse hereof.
IN WITNESS WHEREOF, BellSouth Telecommunications, Inc. has caused this
Instrument to be signed by its President or one of its Vice Presidents and by
its Treasurer or an Assistant Treasurer, each by a facsimile of his signature,
and has caused a facsimile of its corporate seal to be affixed hereunto or
imprinted hereon.
Dated
-------------------------------------
BELLSOUTH TELECOMMUNICATIONS, INC.
By
--------------------------------
By
--------------------------------
[FORM OF CERTIFICATE OF AUTHENTICATION]
This is one of the Debentures described in the within-mentioned Indenture.
,
as Trustee,
By
Authorized Signature.
[FORM OF ALTERNATE CERTIFICATE OF
AUTHENTICATION]
This is one of the Debentures described in the within-mentioned Indenture.
,
as Trustee,
By ,
As Authenticating Agent,
By
Authorized Signature.
Agency for Transfer, Exchange and Payment:
[FORM OF DEBENTURE]
[REVERSE]
BELLSOUTH TELECOMMUNICATIONS, INC.
This Debenture is one of a duly authorized series of Debentures of the
Company, designated as set forth on the face hereof (herein referred to as the
"Debentures"), limited to the aggregate principal amount of $ , all
issued or to be issued under and pursuant to an indenture dated and
a supplemental indenture dated (such indenture, as so supplemented,
being herein referred to as the "Indenture"), duly executed and delivered by the
Company to , Trustee (herein referred to as the "Trustee"),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the holders (the words
"holders" or "holder" meaning the registered holders or registered holder) of
the Debentures.
2
<PAGE> 6
In case an Event of Default with respect to this series of Debentures, as
defined in the Indenture, shall have occurred and be continuing, the principal
hereof may be declared, and upon such declaration shall become, due and payable,
in the manner, with the effect and subject to the conditions provided in the
Indenture.
The Indenture contains 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 Debentures of this series at the time outstanding, evidenced as in
the Indenture provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the rights
of the holders of the Debentures of this series; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of any such
Debentures, 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 Debenture so
affected, or (ii) reduce the aforesaid percentage of Debentures, the consent of
the holders of which is required for any such supplemental indenture, without
the consent of the holders of all Debentures of this series then outstanding. It
is also provided in the Indenture that, under certain circumstances, the holders
of a majority in aggregate principal amount of such Debentures at the time
outstanding may on behalf of the holders of all of such Debentures waive any
past default under the Indenture and its consequences, except a default in the
payment of the principal of (or premium, if any) or interest on any of such
Debentures. Any such consent or waiver by the holder of any Debenture (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
holder and upon all future holders and owners of such Debenture and of any
Debenture issued upon the transfer thereof or in exchange or substitution
therefor, irrespective of whether or not any notation of such consent or waiver
is made upon such Debenture or such other Debenture.
No reference herein to the Indenture and no provisions of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Debenture at the place, at the respective times, at the rate
and in the coin or currency herein prescribed.
The Debentures of this series are issuable initially as registered
Debentures without coupons in denominations of $1,000 and any integral multiple
of $1,000. At the office or agency of the Company referred to on the face hereof
and in the manner and subject to the limitations provided in the Indenture,
Debentures may be exchanged without a service charge for a like aggregate
principal amount of Debentures of other authorized denominations.
The Debentures of this series may be redeemed, at the option of the
Company, as a whole or from time to time in part on or after , and
prior to maturity, upon the notice referred to below, all as provided in the
Indenture at the following redemption prices (expressed in percentages of the
principal amount) during the 12-month periods ending :
<TABLE>
<S> <C> <C>
................................ % ................................ %
................................ % ................................ %
................................ % ................................ %
................................ % ................................ %
................................ % ................................ %
................................ % ................................ %
................................ % ................................ %
................................ % ................................ %
................................ % ................................ %
................................ % ................................ %
</TABLE>
and thereafter at 100%, together in each case with accrued interest to the date
fixed for redemption. As provided in the Indenture, notice of redemption to the
holders of Debentures to be redeemed as a whole or in part shall be given by
mailing a notice of such redemption not less than thirty nor more than ninety
days prior to the date fixed for redemption to their last addresses as they
shall appear upon the Debenture register.
3
<PAGE> 7
Upon due presentment for registration of transfer of this Debenture at the
above-mentioned office or agency of the Company, a new Debenture or Debentures
of this series, of authorized denominations, for a like aggregate principal
amount, will be issued to the transferee as provided in the Indenture. No
service charge shall be made for any such transfer, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto.
The Company, the Trustee, any paying agent and any Debenture registrar may
deem and treat the holder hereof as the absolute owner hereof (whether or not
this Debenture shall be overdue and notwithstanding any notation of ownership or
other writing hereon) for the purpose of receiving payment of or on account of
the principal hereof (and premium, if any) and, subject to the provisions on the
face hereof, interest hereon, and for all other purposes, and neither the
Company nor the Trustee nor any paying agent nor any Debenture registrar shall
be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of (or premium,
if any) or the interest on this Debenture, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
This Debenture shall be deemed to be a contract made under the laws of the
State of New York and for all purposes shall be construed in accordance with the
laws of said State.
---------------------
AND WHEREAS, all acts and things necessary to make the Debentures of this
series, when executed by the Company and authenticated and delivered by or on
behalf of the Trustee as in this Indenture provided, the valid, binding and
legal obligations of the Company, and to constitute these presents a valid
indenture and agreement according to its terms, have been done and performed;
NOW, THEREFORE:
In order to declare the terms and conditions upon which the Debentures of
this Series are executed, registered, authenticated, issued and delivered, and
in consideration of the premises, of the purchase and acceptance of such
Debentures by the holders thereof and of the sum of one dollar to it duly paid
by the Trustee at the execution of these presents, the receipt whereof is hereby
acknowledged, the Company covenants and agrees with the Trustee, for the equal
and proportionate benefit of the respective holders from time to time of such
Debentures, as follows:
PART I
CREATION AND AUTHORIZATION OF SERIES
There is hereby created and authorized the series of Debentures entitled
the " Year % Debentures, due ", which shall be a closed
series limited to $ aggregate principal amount (except for Debentures
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Debentures of this series pursuant to Sections 2.05,
2.06, 2.07 or 3.03).
PART II
SPECIAL PROVISIONS APPLICABLE TO THIS SERIES
The following special provisions applicable to this Series are hereby
agreed to:
(a) The Company Certificate Commencement Year referred to in Section
5.04 of the Indenture is .
(b) The Trustee Reporting Date referred to in Section 5.03 of the
Indenture is July 14, and July 14 in every year thereafter.
4
<PAGE> 8
(c) The indenture specifically described for the purpose of Section
310(b) of the Trust Indenture Act of 1939, as amended is: Indenture dated
between the Company and the Trustee pursuant to which were
issued the Company's , due .
(d) The address of the Company referred to in Section 13.04 of the
Indenture is as follows (until another address is filed by the Company with
the Trustee): Treasurer, BellSouth Telecommunications, Inc., 3700 Colonnade
Parkway, Birmingham, Alabama 35243.
(e) The Indenture and each Debenture of this Series shall be governed
by and construed in accordance with the laws of the State of New York,
except as otherwise required by mandatory provisions of law.
IN WITNESS WHEREOF, BellSouth Telecommunications, Inc. has caused this
Supplemental Indenture to be signed and delivered and its corporate seal to be
affixed hereunto and the same to be attested, and the Trustee has caused this
Supplemental Indenture to be signed and delivered and its corporate seal to be
affixed hereunto and the same to be attested, all as of the day and year first
written above.
BELLSOUTH TELECOMMUNICATIONS, INC.
By
-----------------------------------
[Corporate Seal]
Attest:
------------------------------------
[TRUSTEE]
By
-----------------------------------
[Corporate Seal]
Attest:
------------------------------------
5
<PAGE> 1
EXHIBIT 4-C
<PAGE> 2
EXHIBIT 4-C
[CONFORMED COPY]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BELLSOUTH TELECOMMUNICATIONS, INC.
AND
TRUST COMPANY BANK,
TRUSTEE
---------------------
INDENTURE
DATED MAY 15, 1995
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 3
TABLE OF CONTENTS*
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PARTIES............................................................................... 1
RECITAL:
PART I: INCORPORATION BY REFERENCE OF STANDARD INDENTURE PROVISIONS................... 1
PART II: ACCEPTANCE OF TRUST BY TRUSTEE............................................... 1
TESTIMONIUM........................................................................... 2
SIGNATURES AND SEALS.................................................................. 2
EXHIBIT A: STANDARD INDENTURE PROVISIONS (1993-C EDITION) PROVIDING FOR ISSUANCE OF
DEBT IN SERIES
</TABLE>
- ---------------
* The Table of Contents is not part of the Indenture.
<PAGE> 4
THIS INDENTURE, dated May 15, 1995, between BELLSOUTH TELECOMMUNICATIONS,
INC., a Georgia corporation (hereinafter sometimes referred to as the
"Company"), and TRUST COMPANY BANK, a Georgia banking corporation, with its
principal office at fourth floor, Annex Building, 58 Edgewood Avenue, Atlanta,
Georgia, 30303, attn: Corporate Trust Department, as trustee (hereinafter
sometimes referred to as the "Trustee"), sets forth certain of its provisions in
full and incorporates other of its provisions by reference to the document
entitled "BellSouth Telecommunications, Inc. Standard Indenture Provisions
(1993-C Edition) Providing for Issuance of Debt in Series" (herein called the
"Standard Indenture Provisions"), annexed hereto as Exhibit A, and such
provisions as are set forth in full and such provisions as are incorporated by
reference constitute a single instrument.
WHEREAS, for its lawful corporate purposes, the Company may from time to
time authorize the issue of its debt securities (hereinafter referred to as the
"Securities") in one or more series, each with the designations and terms and
conditions as may be hereafter established in accordance with Section 2.02 of
the Standard Indenture Provisions;
NOW, THEREFORE:
In consideration of the premises, and of the sum of one dollar to it duly
paid by the Trustee at the execution of these presents, the receipt whereof is
hereby acknowledged, the Company covenants and agrees with the Trustee, for the
equal and proportionate benefit of the respective holders from time to time of
the Debentures, as follows:
PART I
INCORPORATION BY REFERENCE OF STANDARD INDENTURE PROVISIONS
All the provisions contained in the Standard Indenture Provisions are
herein incorporated by reference in their entirety and shall be deemed to be a
part of this instrument as fully and to the same extent as though said
provisions had been set forth in full in this instrument.
PART II
ACCEPTANCE OF TRUST BY TRUSTEE
The Trustee hereby accepts the trusts in this Indenture declared and
provided upon the terms and conditions hereinabove set forth.
<PAGE> 5
IN WITNESS WHEREOF, the Company has caused this Indenture to be signed and
delivered and its corporate seal to be affixed hereunto and the same to be
attested; and the Trustee has caused this Indenture to be signed and delivered
and its corporate seal to be affixed hereunto and the same to be attested, all
as of the day and year first written above.
BELLSOUTH TELECOMMUNICATIONS, INC.
By /s/ PATRICK H. CASEY
Patrick H. Casey
----------------------------------
Vice President and Comptroller
[Corporate Seal]
Attest:
/s/ ERIC B. RUDOLPH
----------------------------------
Eric B. Rudolph
Assistant Secretary
TRUST COMPANY BANK
By /s/ T. J. DONALDSON
----------------------------------
T. J. Donaldson
Group Vice President
By /s/ ELIZABETH E. WALSH
----------------------------------
Elizabeth E. Walsh
Vice President
[Corporate Seal]
Attest:
/s/ M. R. SMITH, JR.
----------------------------------
M. R. Smith, Jr.
Vice President
2
<PAGE> 1
EXHIBIT 5
<PAGE> 2
EXHIBIT 5
June 16, 1995
BellSouth Telecommunications, Inc.
675 West Peachtree Street, N.E.
Atlanta, Georgia 30375
Attention: Jere A. Drummond, President and Chief Executive Officer
Dear Sirs:
I am referring to the Registration Statement to which this opinion is filed
as an exhibit which BellSouth Telecommunications, Inc. (the "Company") proposes
to file with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), relating to debt securities (the "Debt
Securities"), to be issued under one or more indentures (the "Indentures") in
substantially the forms filed therewith.
I have examined originals, or copies of originals of such agreements,
documents, certificates and other statements of government officials and
corporate officers and representatives and have reviewed and discussed other
papers and matters of fact and law as I have deemed relevant and necessary as a
basis for the following opinions. 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.
In rendering this opinion, as to certain matters, I have relied upon the
opinions of counsel whom I consider competent.
In this regard, I am of the opinion that:
1. The Company is a validly incorporated and existing corporation under the
laws of the State of Georgia.
2. The execution and delivery of the Indentures and issuance of the Debt
Securities have been duly authorized by appropriate corporate action.
3. The Indentures, when duly executed and delivered, will be valid and
binding agreements of the Company in accordance with their respective terms, and
the Debt Securities, when duly executed, registered and authenticated in
accordance with the terms of the Indentures and paid for and delivered in
accordance with the provisions of the Underwriting Agreements to be dated on or
about the date of the pricing between the Company and the representatives of the
several underwriters named therein, will be legal, valid and binding obligations
of the Company in accordance with their terms.
4. No consent, approval, authorization or other order of any regulatory
authority (other than the Securities and Exchange Commission and approvals which
may be required, if any, under Blue Sky or securities laws of various states
with respect to the sale of the Debt Securities) is legally required for the
execution and delivery of the Indentures or the issuance and sale of the Debt
Securities as contemplated in the aforesaid Registration Statement.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the filing of the Registration Statement
referred to above and any related registration statements filed pursuant to Rule
462(b) under the Securities Act. I also consent to the making of the statement
with respect to me in the related prospectus under the heading "Legal Opinions."
Very truly yours,
/s/ ROGER M. FLYNT, JR.
----------------------------------
Roger M. Flynt, Jr.
Vice President and General Counsel
<PAGE> 1
EXHIBIT 12
<PAGE> 2
EXHIBIT 12
BELLSOUTH TELECOMMUNICATIONS, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
THREE MONTHS ----------------------------------------------------
ENDED MARCH 31, 1995 1994 1993 1992 1991 1990
-------------------- -------- -------- -------- -------- --------
<C> <C> <S> <C> <C> <C> <C> <C> <C>
1. Earnings
(a) Income from continuing operations
before deductions for taxes and
interest.............................. $ 995.6 $3,606.0 $2,034.1 $3,014.4 $2,722.5 $2,930.1
(b) Portion of rental expense
representative of interest factor..... 18.2 80.3 79.7 86.5 74.8 88.2
-------- -------- -------- -------- -------- --------
Total................................. $1,013.8 $3,686.3 $2,113.8 $3,100.9 $2,797.3 $3,018.3
==================== ======= ======= ======= ======= =======
2. Fixed charges
(a) Interest.............................. $ 144.0 $ 568.5 $ 586.2 $ 598.6 $ 649.8 $ 626.2
(b) Portion of rental expense
representative of interest factor..... 18.2 80.3 79.7 86.5 74.8 88.2
-------- -------- -------- -------- -------- --------
Total................................. $ 162.2 $ 648.8 $ 665.9 $ 685.1 $ 724.6 $ 714.4
==================== ======= ======= ======= ======= =======
Ratio (1 divided by 2)............................ 6.25 5.68 3.17 4.53 3.86 4.23
==================== ======= ======= ======= ======= =======
</TABLE>
<PAGE> 1
EXHIBIT 23
<PAGE> 2
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of BellSouth Telecommunications, Inc. on Form S-3 of our report dated February
3, 1995, on our audit of the consolidated financial statements of BellSouth
Telecommunications, Inc. and Subsidiaries included in the Annual Report on Form
10-K of BellSouth Telecommunications, Inc. and Subsidiaries for the year ended
December 31, 1994. We also consent to the reference to our Firm under the
caption "Independent Accountants."
/s/ COOPERS & LYBRAND L.L.P.
- ---------------------------------
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
June 16, 1995
<PAGE> 1
EXHIBIT 24
<PAGE> 2
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BellSouth Telecommunications, Inc. a Georgia corporation
(hereinafter referred to as the "Company"), proposes to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), a registration statement or statement(s) with
respect to the Company's Debt Securities in total principal amounts not in
excess of $575,000,000, to be sold with or without competitive bidding as the
Company may determine; and
WHEREAS, the undersigned is President and Chief Executive Officer and a
Director of the Company;
NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and in his name, place and stead, and in each of his
offices and capacities in the Company, to execute and file such registration
statement or statements, including prospectuses and any registration statements
filed pursuant to Rule 462(b) under the Securities Act, and thereafter to
prepare, execute and/or file any amended registration statement or statements
and amended prospectus or prospectuses, or amendments or supplements to any of
the foregoing, and to execute and file any registration statements pursuant to
Rule 462(b) under the Securities Act relative to Registration Statement No.
33-49991, hereby giving and granting to said attorneys full power and authority
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 do, or cause to be done, by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 13th day
of June, 1995.
/s/ JERE A. DRUMMOND
--------------------------------------
Jere A. Drummond
President and Chief Executive
Officer; Director
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BellSouth Telecommunications, Inc. a Georgia corporation
(hereinafter referred to as the "Company"), proposes to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), a registration statement or statement(s) with
respect to the Company's Debt Securities in total principal amounts not in
excess of $575,000,000, to be sold with or without competitive bidding as the
Company may determine; and
WHEREAS, the undersigned is an Officer of the Company;
NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and in his name, place and stead, and in each of his
offices and capacities in the Company, to execute and file such registration
statement or statements, including prospectuses and any registration statements
filed pursuant to Rule 462(b) under the Securities Act, and thereafter to
prepare, execute and/or file any amended registration statement or statements
and amended prospectus or prospectuses, or amendments or supplements to any of
the foregoing, and to execute and file any registration statements pursuant to
Rule 462(b) under the Securities Act relative to Registration Statement No.
33-49991, hereby giving and granting to said attorneys full power and authority
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 do, or cause to be done, by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 13th day
of June, 1995.
/s/ PATRICK H. CASEY
--------------------------------------
Patrick H. Casey
Vice President and Comptroller
2
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BellSouth Telecommunications, Inc. a Georgia corporation
(hereinafter referred to as the "Company"), proposes to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), a registration statement or statement(s) with
respect to the Company's Debt Securities in total principal amounts not in
excess of $575,000,000, to be sold with or without competitive bidding as the
Company may determine; and
WHEREAS, the undersigned is a Director of the Company;
NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and in his name, place and stead, as a Director of
the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or file
any amended registration statement or statements and amended prospectus or
prospectuses, or amendments or supplements to any of the foregoing, and to
execute and file any registration statements pursuant to Rule 462(b) under the
Securities Act relative to Registration Statement No. 33-49991, hereby giving
and granting to said attorneys full power and authority 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 do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of June, 1995.
/s/ IRVING W. BAILEY II
--------------------------------------
Irving W. Bailey II
3
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BellSouth Telecommunications, Inc. a Georgia corporation
(hereinafter referred to as the "Company"), proposes to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), a registration statement or statement(s) with
respect to the Company's Debt Securities in total principal amounts not in
excess of $575,000,000, to be sold with or without competitive bidding as the
Company may determine; and
WHEREAS, the undersigned is a Director of the Company;
NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and in his name, place and stead, as a Director of
the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or file
any amended registration statement or statements and amended prospectus or
prospectuses, or amendments or supplements to any of the foregoing, and to
execute and file any registration statements pursuant to Rule 462(b) under the
Securities Act relative to Registration Statement No. 33-49991, hereby giving
and granting to said attorneys full power and authority 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 do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th day
of June, 1995.
/s/ ROBERT H. BOH
--------------------------------------
Robert H. Boh
4
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BellSouth Telecommunications, Inc. a Georgia corporation
(hereinafter referred to as the "Company"), proposes to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), a registration statement or statement(s) with
respect to the Company's Debt Securities in total principal amounts not in
excess of $575,000,000, to be sold with or without competitive bidding as the
Company may determine; and
WHEREAS, the undersigned is a Director of the Company;
NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and in his name, place and stead, as a Director of
the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or file
any amended registration statement or statements and amended prospectus or
prospectuses, or amendments or supplements to any of the foregoing, and to
execute and file any registration statements pursuant to Rule 462(b) under the
Securities Act relative to Registration Statement No. 33-49991, hereby giving
and granting to said attorneys full power and authority 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 do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of June, 1995.
/s/ EDWARD E. CRUTCHFIELD, JR.
--------------------------------------
Edward E. Crutchfield, Jr.
5
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BellSouth Telecommunications, Inc. a Georgia corporation
(hereinafter referred to as the "Company"), proposes to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), a registration statement or statement(s) with
respect to the Company's Debt Securities in total principal amounts not in
excess of $575,000,000, to be sold with or without competitive bidding as the
Company may determine; and
WHEREAS, the undersigned is a Director of the Company;
NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and in his name, place and stead, as a Director of
the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or file
any amended registration statement or statements and amended prospectus or
prospectuses, or amendments or supplements to any of the foregoing, and to
execute and file any registration statements pursuant to Rule 462(b) under the
Securities Act relative to Registration Statement No. 33-49991, hereby giving
and granting to said attorneys full power and authority 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 do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th day
of June, 1995.
/s/ FRANK R. DAY
--------------------------------------
Frank R. Day
6
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BellSouth Telecommunications, Inc. a Georgia corporation
(hereinafter referred to as the "Company"), proposes to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), a registration statement or statement(s) with
respect to the Company's Debt Securities in total principal amounts not in
excess of $575,000,000, to be sold with or without competitive bidding as the
Company may determine; and
WHEREAS, the undersigned is a Director of the Company;
NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and in his name, place and stead, as a Director of
the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or file
any amended registration statement or statements and amended prospectus or
prospectuses, or amendments or supplements to any of the foregoing, and to
execute and file any registration statements pursuant to Rule 462(b) under the
Securities Act relative to Registration Statement No. 33-49991, hereby giving
and granting to said attorneys full power and authority 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 do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th day
of June, 1995.
/s/ LLOYD C. ELAM
--------------------------------------
Lloyd C. Elam
7
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BellSouth Telecommunications, Inc. a Georgia corporation
(hereinafter referred to as the "Company"), proposes to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), a registration statement or statement(s) with
respect to the Company's Debt Securities in total principal amounts not in
excess of $575,000,000, to be sold with or without competitive bidding as the
Company may determine; and
WHEREAS, the undersigned is a Director of the Company;
NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and in his name, place and stead, as a Director of
the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or file
any amended registration statement or statements and amended prospectus or
prospectuses, or amendments or supplements to any of the foregoing, and to
execute and file any registration statements pursuant to Rule 462(b) under the
Securities Act relative to Registration Statement No. 33-49991, hereby giving
and granting to said attorneys full power and authority 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 do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th day
of June, 1995.
/s/ JOHN W. HARRIS
--------------------------------------
John W. Harris
8
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BellSouth Telecommunications, Inc. a Georgia corporation
(hereinafter referred to as the "Company"), proposes to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), a registration statement or statement(s) with
respect to the Company's Debt Securities in total principal amounts not in
excess of $575,000,000, to be sold with or without competitive bidding as the
Company may determine; and
WHEREAS, the undersigned is a Director of the Company;
NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and in his name, place and stead, as a Director of
the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or file
any amended registration statement or statements and amended prospectus or
prospectuses, or amendments or supplements to any of the foregoing, and to
execute and file any registration statements pursuant to Rule 462(b) under the
Securities Act relative to Registration Statement No. 33-49991, hereby giving
and granting to said attorneys full power and authority 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 do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th day
of June, 1995.
/s/ MARK C. HOLLIS
--------------------------------------
Mark C. Hollis
9
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BellSouth Telecommunications, Inc. a Georgia corporation
(hereinafter referred to as the "Company"), proposes to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), a registration statement or statement(s) with
respect to the Company's Debt Securities in total principal amounts not in
excess of $575,000,000, to be sold with or without competitive bidding as the
Company may determine; and
WHEREAS, the undersigned is a Director of the Company;
NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and in his name, place and stead, as a Director of
the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or file
any amended registration statement or statements and amended prospectus or
prospectuses, or amendments or supplements to any of the foregoing, and to
execute and file any registration statements pursuant to Rule 462(b) under the
Securities Act relative to Registration Statement No. 33-49991, hereby giving
and granting to said attorneys full power and authority 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 do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th day
of June, 1995.
/s/ HARRY M. LIGHTSEY, JR.
--------------------------------------
Harry M. Lightsey, Jr.
10
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BellSouth Telecommunications, Inc. a Georgia corporation
(hereinafter referred to as the "Company"), proposes to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), a registration statement or statement(s) with
respect to the Company's Debt Securities in total principal amounts not in
excess of $575,000,000, to be sold with or without competitive bidding as the
Company may determine; and
WHEREAS, the undersigned is a Director of the Company;
NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and in his name, place and stead, as a Director of
the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or file
any amended registration statement or statements and amended prospectus or
prospectuses, or amendments or supplements to any of the foregoing, and to
execute and file any registration statements pursuant to Rule 462(b) under the
Securities Act relative to Registration Statement No. 33-49991, hereby giving
and granting to said attorneys full power and authority 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 do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th day
of June, 1995.
/s/ THOMAS H. MEEKER
--------------------------------------
Thomas H. Meeker
11
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, BellSouth Telecommunications, Inc. a Georgia corporation
(hereinafter referred to as the "Company"), proposes to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), a registration statement or statement(s) with
respect to the Company's Debt Securities in total principal amounts not in
excess of $575,000,000, to be sold with or without competitive bidding as the
Company may determine; and
WHEREAS, the undersigned is a Director of the Company;
NOW THEREFORE, the undersigned hereby constitutes and appoints Jere A.
Drummond, Patrick H. Casey, Jerry W. Robinson and Eric B. Rudolph and each of
them, his attorneys for him and in his name, place and stead, as a Director of
the Company, to execute and file such registration statement or statements,
including prospectuses and any registration statements filed pursuant to Rule
462(b) under the Securities Act, and thereafter to prepare, execute and/or file
any amended registration statement or statements and amended prospectus or
prospectuses, or amendments or supplements to any of the foregoing, and to
execute and file any registration statements pursuant to Rule 462(b) under the
Securities Act relative to Registration Statement No. 33-49991, hereby giving
and granting to said attorneys full power and authority 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 do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th day
of June, 1995.
/s/ JOE M. RODGERS
--------------------------------------
Joe M. Rodgers
12
<PAGE> 1
EXHIBIT 25A
<PAGE> 2
EXHIBIT 25A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2) / /
AMSOUTH BANK OF ALABAMA
(Exact name of trustee as specified in its charter)
<TABLE>
<S> <C>
ALABAMA 63-0073530
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
1900 FIFTH AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(Address of principal executive offices) (Zip Code)
</TABLE>
JAMES D. PRUETT
AMSOUTH BANK OF ALABAMA
LAW DEPARTMENT
P.O. BOX 11007
BIRMINGHAM, ALABAMA 35288
(205) 326-7607
(Name, address and telephone number of agent for service)
------------------------
BELLSOUTH TELECOMMUNICATIONS, INC.
(Exact name of obligor as specified in its charter)
<TABLE>
<S> <C>
GEORGIA 58-0436120
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
675 WEST PEACHTREE ST., N.E.
ATLANTA, GEORGIA 30375
(Address of principal executive offices) (Zip Code)
</TABLE>
------------------------
DEBT SECURITIES
(Title of the indenture securities)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 3
ITEM 1. GENERAL INFORMATION.
(a) Name and address of each examining or supervising authority to which it
is subject.
State of Alabama, Superintendent of Banks, Montgomery, Alabama 36130
Federal Reserve Bank, Atlanta, Georgia 30303
Federal Deposit Insurance Corporation, Washington, D.C. 20429
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
None.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
Not applicable.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
Not applicable.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.
Not applicable.
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
Not applicable.
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
Not applicable.
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
Not applicable.
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
Not applicable.
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
Not applicable.
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
Not applicable.
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
Not applicable.
2
<PAGE> 4
ITEM 13. DEFAULTS BY THE OBLIGOR.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.
There is not and has not been any such default.
(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been a default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.
There has not been any such default.
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
Not applicable.
ITEM 15. FOREIGN TRUSTEE.
Not applicable.
ITEM 16. LIST OF EXHIBITS.
The additional exhibits listed below are filed herewith: exhibits, if any,
identified in parentheses are on file with the Commission and are incorporated
herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust
Indenture Act of 1939, as amended, and Rule 24 of the Commission's Rules of
Practice.
1. A copy of the articles of incorporation of the trustee as now in
effect. (Exhibit 1 to Form T-1, Registration No. 33-89756).
2. A copy of the certificate of authority of the trustee to commence
business and to exercise trust powers. (Exhibit 2 to Form T-1, Registration
No. 33-89756).
3. See Exhibit 2 to Form T-1.
4. A copy of the existing bylaws of the trustee (Exhibit 3 to Form
T-1, Registration No. 33-89756).
5. Not applicable.
6. The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939, as amended.
7. A copy of the latest report of condition of the trustee as of the
close of business on March 31, 1995, published pursuant to the requirements
of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
3
<PAGE> 5
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, AmSouth Bank of Alabama, a corporation organized and
existing under the laws of the State of Alabama, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Birmingham, State of Alabama on the 14th day of
June, 1995.
AMSOUTH BANK OF ALABAMA
By /s/ CHARLES S. NORTHEN, IV
-------------------------------
Charles S. Northen, IV
Assistant Vice President
and Corporate Trust Officer
4
<PAGE> 6
EXHIBIT 6
<PAGE> 7
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended, in connection with the proposed issue of Debt Securities by
BellSouth Telecommunications, Inc., we hereby consent that reports of
examinations by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
AMSOUTH BANK OF ALABAMA
By /s/ CHARLES S. NORTHEN, IV
-----------------------------
Charles S. Northen, IV
Assistant Vice President
and Corporate Trust Officer
Dated June 14, 1995
<PAGE> 8
EXHIBIT 7
<PAGE> 9
AMSOUTH BANK OF ALABAMA ST. BK: 01-0320
P.O. BOX 11007 FFIEC: 031
BIRMINGHAM, AL 35288 CERT: 02782
CALL DATE: 03/31/95
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND
STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1995
ALL SCHEDULES ARE TO BE REPORTED IN THOUSANDS OF DOLLARS. UNLESS OTHERWISE
INDICATED,
REPORT THE AMOUNT OUTSTANDING AS OF THE LAST BUSINESS DAY OF THE QUARTER.
SCHEDULE RC -- BALANCE SHEET
<TABLE>
<CAPTION>
(DOLLAR AMOUNTS IN
THOUSANDS)
<C> <S> <C> <C> <C> <C>
ASSETS
RCFD
-----
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1)........... 0081 552,196
b. Interest-bearing balances(2).................................... 0071 0
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)...... 1754 1,516,955
b. Available-for-sale securities (from Schedule RC-B, column D).... 1773 259,940
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
a. Federal funds sold.............................................. 0276 29,650
b. Securities purchased under agreements to resell................. 0277 44,825
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCFD
-----
2122 6,416,999
(from Schedule RC-C)............................
3123 83,740
b. LESS: Allowance for loan and lease losses....
3128 0
c. LESS: Allocated transfer risk reserve........
d. Loans and leases, net of unearned income, allowance, and reserve
2125 6,333,259
(item 4.a minus 4.b and 4.c)....................................
5. Trading assets (from Schedule RC-D)................................ 3545 10,490
6. Premises and fixed assets (including capitalized leases)........... 2145 157,130
7. Other real estate owned (from Schedule RC-M)....................... 2150 15,312
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M)............................................... 2130 13,302
9. Customers' liability to this bank on acceptances outstanding....... 2155 8,911
10. Intangible assets (from Schedule RC-M)............................. 2143 48,441
11. Other assets (from Schedule RC-F).................................. 2160 135,440
12. Total assets (sum of items 1 through 11)........................... 2170 9,125,851
</TABLE>
- ---------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE> 10
SCHEDULE RC -- (CONTINUED)
<TABLE>
<CAPTION>
(DOLLAR AMOUNTS
IN THOUSANDS)
<C> <S> <C> <C> <C> <C>
LIABILITIES
RCON
-----
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E, part I).......................................... 2200 6,809,852
RCON
-----
(1) Noninterest-bearing(1)...................... 6631 1,363,985
(2) Interest-bearing............................ 6636 5,445,867
RCFN
-----
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
(from Schedule RC-E, part II)...................................... 2200 6,746
RCFN
-----
(1) Noninterest-bearing......................... 6631 0
(2) Interest-bearing............................ 6636 6,746
14. Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
RCFD
-----
a. Federal funds purchased......................................... 0278 871,833
b. Securities sold under agreements to repurchase.................. 0279 323,952
RCON
-----
15. a. Demand notes issued to the U.S. Treasury........................ 2840 81,804
RCFD
-----
b. Trading liabilities (from Schedule RC-D)........................ 3548 0
16. Other borrowed money:
a. With original maturity of one year or less...................... 2332 166,707
b. With original maturity of more than one year.................... 2333 5,082
17. Mortgage indebtedness and obligations under capitalized leases..... 2910 182
18. Bank's liability on acceptances executed and outstanding........... 2920 8,911
19. Subordinated notes and debentures.................................. 3200 0
20. Other liabilities (from Schedule RC-G)............................. 2930 83,305
21. Total liabilities (sum of items 13 through 20)..................... 2948 8,358,374
22. Limited-life preferred stock and related surplus................... 3282 0
EQUITY CAPITAL
RCFD
-----
23. Perpetual preferred stock and related surplus...................... 3838 0
24. Common stock....................................................... 3230 16,050
25. Surplus (exclude all surplus related to preferred stock)........... 3839 269,767
26. a. Undivided profits and capital reserves.......................... 3632 480,378
b. Net unrealized holding gains (losses) on available-for-sale
securities...................................................... 8434 1,282
27. Cumulative foreign currency translation adjustments................ 3284 0
28. Total equity capital (sum of items 23 through 27).................. 3210 767,477
29. Total liabilities, limited-life preferred stock, and equity capital
(sum of items 21, 22, and 28)...................................... 3300 9,125,851
</TABLE>
- ---------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE> 11
SCHEDULE RC -- (CONTINUED)
<TABLE>
<CAPTION>
RCFD NUMBER
----- ------
<C> <S> <C> <C>
MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed
for the bank by independent external auditors as of any date during
1994..................................................................... 6724 1
</TABLE>
- ---------------
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank.
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately).
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority).
4 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority).
5 = Review of the bank's financial statements by external auditors.
6 = Compilation of the bank's financial statements by external auditors.
7 = Other audit procedures (excluding tax preparation work).
8 = No external audit work.
<PAGE> 1
EXHIBIT 25B
<PAGE> 2
EXHIBIT 25B
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2) / /
TRUST COMPANY BANK
(Exact name of trustee as specified in its charter)
<TABLE>
<S> <C>
GEORGIA BANKING CORPORATION 58-0466330
(Jurisdiction of incorporation or organization (I.R.S. employer
if not a U.S. national bank) identification no.)
25 PARK PLACE, N.E.
ATLANTA, GEORGIA 30303
(Address of principal executive offices) (Zip Code)
</TABLE>
ELIZABETH E. WALSH
TRUST COMPANY BANK
58 EDGEWOOD AVE.
4TH FLOOR
ATLANTA, GEORGIA 30303
(404) 588-7831
(Name, address and telephone number of agent for service)
------------------------
BELLSOUTH TELECOMMUNICATIONS, INC.
(Exact name of obligor as specified in its charter)
<TABLE>
<S> <C>
GEORGIA 58-0436120
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
675 WEST PEACHTREE ST., N.E.
ATLANTA, GEORGIA 30375
(Address of principal executive offices) (Zip Code)
</TABLE>
------------------------
DEBT SECURITIES
(Title of the indenture securities)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 3
GENERAL
ITEM 1. GENERAL INFORMATION.
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.
Department of Banking and Finance,
State of Georgia,
Atlanta, Georgia
Federal Reserve Bank of Atlanta
104 Marietta Street, N.W.
Atlanta, Georgia
Federal Deposit Insurance Corporation
Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
None.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
Not applicable.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
Not applicable.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.
Not applicable.
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
Not applicable.
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
Not applicable.
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
Not applicable.
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
Not applicable.
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
Not applicable.
<PAGE> 4
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
Not applicable.
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
Not applicable.
ITEM 13. DEFAULTS BY THE OBLIGOR.
(A) WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE SECURITIES
UNDER THIS INDENTURE.
There is not and has not been any such default.
(B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY
OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE
THAN ONE OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE
WHETHER THERE HAS BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES.
There has not been any such default.
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
Not applicable.
ITEM 15. FOREIGN TRUSTEE.
Not applicable.
ITEM 16. LIST OF EXHIBITS.
The additional exhibits listed below are filed herewith: exhibits, if
any, identified in parentheses are on file with the Commission and are
incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29
under the Trust Indenture Act of 1939 and Rule 24 of the Commission's Rules
of Practice.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -----
<C> <S> <C>
1 -- A copy of the Articles of Amendment and Restated Articles of Incorporation as now
in effect. (Exhibit 1 to Form T-1, Registration No. 22-21018).
2 -- A copy of the certificate of authority of the Trustee to commence business.
(Included in Exhibit 1).
3 -- A copy of the authorization of the Trustee to exercise trust powers. (Included in
Exhibit 1).
4 -- Bylaws of the Trustee. (Included in Exhibit 4 to Form T-1, Registration No.
33-49283).
5 -- Not applicable.
6 -- Consent of the Trustee required by Section 321(b) of the Trust Indenture Act of
1939, as amended.
7 -- Latest report of condition of the Trustee published pursuant to law or the
requirements of its supervising or examining authority as of the close of
business on March 31, 1995.
8 -- Not applicable.
9 -- Not applicable.
</TABLE>
2
<PAGE> 5
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, AS
AMENDED, THE TRUSTEE, TRUST COMPANY BANK, A GEORGIA CORPORATION, HAS DULY CAUSED
THIS STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF ATLANTA AND THE STATE OF GEORGIA,
ON THE 14TH DAY OF JUNE, 1995.
TRUST COMPANY BANK
By /s/ ELIZABETH E. WALSH
------------------------------------
Elizabeth E. Walsh
Vice President
3
<PAGE> 6
EXHIBIT 6
<PAGE> 7
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended, in connection with the proposed issue of Debt Securities by
BellSouth Telecommunications, Inc., we hereby consent that reports of
examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
TRUST COMPANY BANK
By /s/ ELIZABETH E. WALSH
--------------------------------
Elizabeth E. Walsh
Vice President
Dated: June 14, 1995
<PAGE> 8
EXHIBIT 7
<PAGE> 9
TRUST COMPANY BANK ST. BK: 13-0330
P.O. BOX 4418 FFIEC: 031
ATLANTA, GA 30302 CERT: 00867
CALL DATE: 03/31/95
VENDOR ID: D
TRANSIT NUMBER: 61000104
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND
STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1995
ALL SCHEDULES ARE TO BE REPORTED IN THOUSANDS OF DOLLARS. UNLESS OTHERWISE
INDICATED,
REPORT THE AMOUNT OUTSTANDING AS OF THE LAST BUSINESS DAY OF THE QUARTER.
SCHEDULE RC -- BALANCE SHEET
<TABLE>
<CAPTION>
(DOLLAR AMOUNTS IN
THOUSANDS)
<C> <S> <C> <C> <C> <C>
ASSETS
RCFD
-----
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1)........... 0081 688,904
b. Interest-bearing balances(2).................................... 0071 3,062
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)...... 1754 0
b. Available-for-sale securities (from Schedule RC-B, column D).... 1773 2,214,251
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
a. Federal funds sold.............................................. 0276 732,960
b. Securities purchased under agreements to resell................. 0277 52,465
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCFD
-----
(from Schedule RC-C)............................ 2122 6,724,439
b. LESS: Allowance for loan and lease losses.... 3123 130,219
c. LESS: Allocated transfer risk reserve........ 3128 0
d. Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b and 4.c).................................... 2125 6,594,220
5. Trading assets (from Schedule RC-D)................................ 3545 5,321
6. Premises and fixed assets (including capitalized leases)........... 2145 86,463
7. Other real estate owned (from Schedule RC-M)....................... 2150 6,899
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M)............................................... 2130 13,984
9. Customer's liability to this bank on acceptances outstanding....... 2155 28,672
10. Intangible assets (from Schedule RC-M)............................. 2143 4,817
11. Other assets (from Schedule RC-F).................................. 2160 222,553
12. Total assets (sum of items 1 through 11)........................... 2170 10,654,571
</TABLE>
- ---------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE> 10
SCHEDULE RC -- (CONTINUED)
<TABLE>
<CAPTION>
(DOLLAR AMOUNTS
IN THOUSANDS)
<C> <S> <C> <C> <C> <C>
LIABILITIES
RCFD
-----
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E, part I).......................................... 2200 5,269,421
RCON
-----
(1) Noninterest-bearing(1)...................... 6631 1,926,067
(2) Interest-bearing............................ 6636 3,343,354
RCFN
-----
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
(from Schedule RC-E, part II)...................................... 2200 876,332
RCFN
-----
(1) Noninterest-bearing......................... 6631 0
(2) Interest-bearing............................ 6636 876,332
14. Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
RCFD
-----
a. Federal funds purchased......................................... 0278 1,906,500
b. Securities sold under agreements to repurchase.................. 0279 412,135
RCON
-----
15. a. Demand notes issued to the U.S. Treasury........................ 2840 0
RCFD
-----
b. Trading liabilities (from Schedule RC-D)........................ 3548 1,838
16. Other borrowed money:
a. With original maturity of one year or less...................... 2332 201,404
b. With original maturity of more than one year.................... 2333 2,237
17. Mortgage indebtedness and obligations under capitalized leases..... 2910 2,120
18. Bank's liability on acceptances executed and outstanding........... 2920 28,672
19. Subordinated notes and debentures.................................. 3200 75,000
20. Other liabilities (from Schedule RC-G)............................. 2930 565,047
21. Total liabilities (sum of items 13 through 20)..................... 2948 9,340,706
22. Limited-life preferred stock and related surplus................... 3282 0
EQUITY CAPITAL
RCFD
-----
23. Perpetual preferred stock and related surplus...................... 3838 0
24. Common stock....................................................... 3230 21,600
25. Surplus (exclude all surplus related to preferred stock)........... 3839 478,400
26. a. Undivided profits and capital reserves.......................... 3632 399,436
b. Net unrealized holding gains (losses) on available-for-sale
securities...................................................... 8434 414,429
27. Cumulative foreign currency translation adjustments................ 3284 0
28. Total equity capital (sum of items 23 through 27).................. 3210 1,313,865
29. Total liabilities, limited-life preferred stock, and equity capital
(sum of items 21, 22, and 28)...................................... 3300 10,654,571
</TABLE>
- ---------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE> 11
SCHEDULE RC -- (CONTINUED)
<TABLE>
<CAPTION>
RCFD NUMBER
----- ------
<C> <S> <C> <C>
MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed
for the bank by independent external auditors as of any date during
1994..................................................................... 6724 2
</TABLE>
- ---------------
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank.
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately).
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority).
4 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority).
5 = Review of the bank's financial statements by external auditors.
6 = Compilation of the bank's financial statements by external auditors.
7 = Other audit procedures (excluding tax preparation work).
8 = No external audit work.
<PAGE> 1
EXHIBIT 25C
<PAGE> 2
EXHIBIT 25C
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2) / /
FIRST ALABAMA BANK
(Exact name of trustee as specified in its charter)
<TABLE>
<S> <C>
ALABAMA STATE BANKING CORPORATION 63-0371391
(Jurisdiction of incorporation or organization (I.R.S. employer
if not a U.S. national bank) identification no.)
417 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(Address of principal executive offices) (Zip Code)
</TABLE>
ROY D. BIRDWELL
FIRST ALABAMA BANK
417 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(205) 326-7227
(Name, address and telephone number of agent for service)
------------------------
BELLSOUTH TELECOMMUNICATIONS, INC.
(Exact name of obligor as specified in its charter)
<TABLE>
<S> <C>
GEORGIA 58-0436120
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
675 WEST PEACHTREE ST., N.E.
ATLANTA, GEORGIA 30375
(Address of principal executive offices) (Zip Code)
</TABLE>
------------------------
DEBT SECURITIES
(Title of the indenture securities)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 3
GENERAL
ITEM 1. GENERAL INFORMATION.
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.
Federal Deposit Insurance Corporation, Washington, D.C.
Alabama State Banking Department, Montgomery, AL.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
None.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
Not applicable.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
Not applicable.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.
Not applicable.
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
Not applicable.
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
Not applicable.
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
Not applicable.
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
Not applicable.
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
Not applicable.
<PAGE> 4
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
Not applicable.
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
Not applicable.
ITEM 13. DEFAULTS BY THE OBLIGOR.
(A) WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE SECURITIES
UNDER THIS INDENTURE.
There is not and has not been any such default.
(B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY
OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE
THAN ONE OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE
WHETHER THERE HAS BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES.
There has not been any such default.
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
Not applicable.
ITEM 15. FOREIGN TRUSTEE.
Not applicable.
ITEM 16. LIST OF EXHIBITS.
The additional exhibits listed below are filed herewith: exhibits, if
any, identified in parentheses are on file with the Commission and are
incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29
under the Trust Indenture Act of 1939 and Rule 24 of the Commission's Rules
of Practice.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -----
<C> <S> <C>
1 -- Restated Articles of Incorporation of the Trustee as now in effect. (Exhibit 1 to
Form T-1, Registration No. 22-21909).
2 -- Not applicable.
3 -- Authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to
Form T-1, Registration No. 22-21909).
4 -- Bylaws of the Trustee.
5 -- Not applicable.
6 -- Consent of the Trustee required by Section 321(b) of the Trust Indenture Act of
1939, as amended.
7 -- Latest report of condition of the Trustee published pursuant to law or the
requirements of its supervising or examining authority as of the close of
business on March 31, 1995.
8 -- Not applicable.
9 -- Not applicable.
</TABLE>
2
<PAGE> 5
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, AS
AMENDED, THE TRUSTEE, FIRST ALABAMA BANK, AN ALABAMA BANKING CORPORATION, HAS
DULY CAUSED THIS STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF BIRMINGHAM AND THE
STATE OF ALABAMA, ON THE 14TH DAY OF JUNE, 1995.
FIRST ALABAMA BANK
By /s/ ROY D. BIRDWELL
------------------------------------
Roy D. Birdwell
Senior Vice President --
Corporate Trust Manager
3
<PAGE> 6
EXHIBIT 4
<PAGE> 7
BYLAWS
OF
FIRST ALABAMA BANK
Revised 5/18/94
ARTICLE I. STOCKHOLDERS
SECTION 1. Place of Meetings. All meetings of the stockholders of the Bank
shall be held at the principal office of the Bank in the City of Birmingham,
Alabama, unless otherwise specified in notice thereof, in which event the
meeting shall be held where so specified.
SECTION 2. Annual Meeting. The regular meeting of the stockholders of the
Bank shall be held at 1:00 p.m. on the third Wednesday of April each year, or at
such other time as the Board of Directors may designate or if that be a holiday
then at the same hour on the next day not a holiday, for the purpose of electing
Directors for the ensuing year and of receiving reports from the Officers of the
Bank and for the transaction of such other business as may properly come before
the meeting.
SECTION 3. Special Meetings. Special meetings of the stockholders may be
called at any time by the Chief Executive Officer, the Secretary, or Board of
Directors of the Bank.
SECTION 4. Proxies. Stockholders may vote by written proxy to any other
person whomsoever, which proxy shall be filed with the secretary at the meeting
at which it is to be used and shall be valid only for the meeting specified in
said proxy. A proxy is revocable at the pleasure of the stockholder executing it
and is revocable by the transfer of stock by the stockholder giving it.
SECTION 5. Voting. Any stockholder of record shall be entitled to one vote
for each entire share of stock standing in his name on the books of the Bank at
the time of closing same for the meeting of stockholders, or on the date fixed
as a record date for the determination of the stockholders entitled to vote at
the meeting of stockholders.
The vote of a majority of the shares voted on any matter at a meeting of
stockholders at which a quorum is present shall be the act of the stockholders
on that matter, except as otherwise required by law or by the certificate of
incorporation or the bylaws of this Bank.
As more specifically provided in Article Six of the articles of
incorporation of this Bank, (1) any merger or consolidation with or into any
other corporation, or (2) any sale or lease of all or substantial part of the
assets of the Bank to any other corporation, person or entity, must be approved
by the affirmative vote of the holders of at least 75% of the outstanding shares
of the Bank entitled to vote, provided, however, that approval by 75% of the
outstanding shares shall not be required if any proposed merger, consolidation
or similar transaction shall have been previously approved by the affirmative
vote of at least 75% of the entire Board of Directors; or if any proposed
merger, consolidation or sale or lease of the assets of the Bank is with a
corporation, the majority of the outstanding stock of which is owned by the
Bank.
Voting on all matters shall be by voice vote or by a show of hands unless
the holders of one-tenth of the shares represented at the meeting shall, prior
to the voting on any matter, demand a ballot vote on that particular matter.
SECTION 6. No Stockholder Action by Consent. No action required to be
taken at a meeting of stockholders may be taken without a meeting. The
stockholders shall not have the power to consent in writing, without a meeting,
to the taking of any such action.
ARTICLE II. DIRECTORS
SECTION 1. General Powers. The business and affairs of the Bank shall be
managed by the Board of Directors.
<PAGE> 8
SECTION 2. Eligibility. No person shall be eligible to serve as Director
of the Bank unless he shall be the owner and holder of shares of stock of the
parent holding company sufficient to meet the requirements of any applicable law
or regulation in effect requiring the ownership of Directors' qualifying shares,
having a par value of at least $200, and every such Director shall hold such
shares in his own name, unpledged, and unencumbered in any way except the
statutory lien which might attach in favor of the Bank or by any agreement to
sell said shares on his ceasing to be a Director of the Bank. No person shall be
eligible for election or reelection to the office of Director of the Bank who
shall have reached the age of 72 years.
After January 1, 1986, no person shall be eligible to serve as a director
for more than two years after he shall have retired from his principal business
activity.
SECTION 3. Number, classification, term, qualifications and vacancies. The
number of Directors which shall constitute the whole Board shall be fixed, from
time to time, by resolutions adopted by the Board, but shall not be less than
three persons, and, until otherwise provided, shall be two inside or full-time
employee directors and ten outside directors who are not full-time employees of
the Corporation. The Directors shall be of three classes, so that approximately
one-third in number of the Directors shall be elected at each annual meeting of
stockholders and, except as hereinafter provided, each Director shall hold
office for three years, or until his successor is elected and qualified, or
until his earlier retirement, death, resignation or removal.
Any vacancy in the office of Director, for any reason, or resulting from an
increase in the authorized number of Directors, may be filled by the affirmative
vote of a majority of Directors then in office, although less than a quorum, or
by a sole remaining Director. Any director so chosen shall hold office until the
next election of the class for which such Director shall have been chosen and
until his successor shall be elected and qualified. No decrease in the number of
Directors shall shorten the term of any incumbent Director.
SECTION 4. Nominations and Election of Directors. Nominations for the
election of Directors may be made by the Board of Directors or by any
stockholder entitled to vote for the election of Directors. Such nominations by
a stockholder shall be made by notice in writing, delivered or mailed by first
class United States mail, postage prepaid, to the secretary of the Bank not less
than 14 days nor more than 50 days prior to any meeting of the stockholders
called for the election of Directors; provided, however, that if less than 21
days' notice of the meeting is given stockholders, such written notice of
nominations shall be delivered or mailed to the secretary of the Bank not later
than the close of business on the seventh day following the day on which notice
of the meeting was mailed to stockholders. Notice of nominations which are
proposed by the Board of Directors shall be given by the chairman on behalf of
the Board.
Notice of nominations shall set forth (1) the name, age, business address
and, if known, residence address of each nominee; (2) the principal occupation
or employment of each nominee; and (3) the number of shares of stock of the Bank
or parent holding company beneficially owned by said nominee.
The chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
For the election of Directors, those nominees who receive the highest
number of votes shall be deemed to have been elected.
To achieve this classification of Directors described in Section 2 of this
Article, the Board of Directors shall be divided into three classes of six
Directors each, or as nearly equal in number as the then total number of
Directors constituting the entire Board permits, with the terms of office of one
class expiring each year. At the annual meeting of stockholders in 1985,
Directors of the first class shall be elected to hold office for a one-year term
expiring at the 1986 annual meeting, Directors of the second class shall be
elected at the 1985 annual meeting of stockholders to hold office for a two-year
term expiring at the 1987 annual meeting, and Directors of the third class shall
be elected at the 1985 annual meeting to hold office for a three-year term
expiring at the 1988 annual meeting. After the initial election of each class of
Directors, each class should be elected for a three-year term, so that the term
of office of one class expires each year.
2
<PAGE> 9
SECTION 5. Place of meeting. All meetings of the Board of Directors shall
be held at the principal place of business of the Bank in Montgomery or
Birmingham, Alabama, unless otherwise specified in notice thereof, in which
event the meeting shall be held where specified in the notice.
SECTION 6. Annual meetings. The regular annual meeting of the Board of
Directors shall be held immediately after the adjournment of and at the place of
holding the regular annual meeting of stockholders, provided a majority of the
Directors be present at such place and time, in which event no prior notice of
such meeting shall be required to be given. If a quorum of Directors should not
be present at such time and place, the annual meeting may be adjourned by the
Directors present and notice of the time and place of such adjourned annual
meeting shall be given to each Director in accordance with notice required for
special meetings of the Board of Directors as hereinafter provided.
SECTION 7. Regular Meetings. The Board of Directors shall provide for the
holding of regular meetings and such notice hereof shall be given as the Board
may prescribe. Unless otherwise provided by the Board of Directors, such meeting
shall be held on the third Wednesday of every other month commencing with
January.
SECTION 8. Special Meetings. Special meetings of the Board of Directors
may be held whenever called by the Chief Executive Officer, by a majority of the
members of the Board or upon waiver of notice by all of the Directors.
SECTION 9. Notice of Meetings. Notice of any special meeting of the Board
of Directors shall be given a sufficient length of time in advance to enable all
Directors physically present in Alabama to be present, and such notice may be
given by mail, telegram or personally by word of mouth.
SECTION 10. Waiver of Notice. A Director may at any time, either before or
after the holding of a meeting, waive notice of any regular or special meeting.
The presence of any Director in person or pursuant to Section 15 of this Article
at any meeting of the Board of Directors shall be deemed such waiver.
SECTION 11. Quorum. A majority of all of the members of the Board of
Directors shall constitute a quorum for the transaction of business.
SECTION 12. Compensation. Each Director, other than a salaried officer,
shall receive compensation for each regular or special meeting of the Board of
Directors attended by him, which compensation shall be fixed from time to time
by the Board of Directors.
SECTION 13. Dividends. Dividends may be declared from the net earnings or
earned surplus of the Bank at such time as the Board of Directors may deem
proper, but no dividends shall be declared which will impair the capital of the
Bank or which are contrary to law or applicable regulations.
SECTION 14. Directors Protected. Each Director shall in the performance of
his duties be fully protected in relying in good faith upon reports made to the
Directors by the officers of the Bank or by state or federal bank examiners or
by any independent accountant or by any appraiser selected with reasonable care,
or by counsel, or by a committee of the Board, or in relying in good faith upon
other records or books of account of the Bank.
SECTION 15. Attendance at Meetings. A member of the Board of Directors may
participate in all or a portion of a meeting of the Board or a committee thereof
by means of a conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other at the
same time and participation by such means shall constitute presence in person at
such meeting.
SECTION 16. Retirement. Directors of the Bank shall retire as such
immediately prior to the next annual meeting of stockholders on the earlier of
the following: (a) after reaching age seventy (70); or (b) two years after he
shall have retired from his principal business activity. Provided, however,
directors currently holding office shall retire after reaching age seventy-two
(72).
SECTION 17. Removal. Notwithstanding any provision of the articles of
incorporation, these bylaws, or law, any Director or the entire Board of
Directors of the Bank may be removed at any time, but only for cause and only by
the affirmative vote of the holders of 75% or more of the outstanding shares of
capital stock of the
3
<PAGE> 10
Bank entitled to vote generally in the election of Directors cast in a meeting
of stockholders called for the purpose.
ARTICLE III. OFFICERS
SECTION 1. Officers, Elections, Terms. The officers of the Bank shall be a
Chairman of the Board, a Vice Chairman of the Board, a President, one or more
Regional or Local Presidents, one or more Executive Vice Presidents, one or more
Senior Vice Presidents, one or more Vice Presidents, one or more Assistant Vice
Presidents, a Cashier, one or more Assistant Cashiers, a Secretary, one or more
Assistant Secretaries, a Comptroller, an Auditor, and such other officers as the
Board of Directors may from time to time deem proper, who shall be elected
annually by the Board of Directors at its regular annual meeting to serve for a
term of one year and until their respective successors are elected and
qualified. Those Officers who serve in the Trust Department shall be so
designated by the word "Trust" in their title. If the Officers, or any of them,
for any reason should not be elected at the regular annual meeting of the Board
of Directors, they may be elected at any regular meeting or at any special
meeting of the Board called for that purpose. Any two or more of the offices of
the Bank may be held by one person.
SECTION 2. Chief Executive Officer of the Bank. The Board of Directors
shall at its annual meeting or from time to time thereafter at its pleasure
designate one officer of the Bank to serve as Chief Executive Officer of the
Bank. Said officer shall be vested with authority to act for the Bank in all
ordinary matters and shall have general supervision of the Bank and of its
business affairs, including authority over the detailed operations of the Bank
and over its personnel, with full power and authority during intervals between
sessions of the Board to do and perform in the name of the Bank all acts and
deeds necessary or proper, in his opinion, to be done and performed and to
execute for and in the name of the Bank all instruments, agreements, and deeds
which may be authorized to be executed in behalf of the Bank or which may be
required by law.
SECTION 3. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the stockholders and of the Board of Directors of the Bank.
He shall appoint all committees of the Board of Directors of the Bank and shall
supervise their operations and receive their reports.
SECTION 4. Vice Chairman of the Board. The Vice Chairman of the Board
shall preside at all meetings of the stockholders and of the Board of Directors
of the Bank which the Chairman of the Board shall be unable to attend. In the
event of the death or incapacity of the Chairman of the Board, he shall perform
all the duties of the Chairman until the next annual meeting of the stockholders
or until the Board shall have sooner elected a successor Chairman. He shall
assist the Chairman in the other exercise of his duties.
SECTION 5. President. The President shall, subject to the control of the
Board of Directors and of any committee of the Board having authority in the
premises, have, and may exercise the authority to act for the Bank in all
ordinary matters. The President shall in the absence or disability of the
Chairman of the Board and the Vice Chairman of the Board, perform the duties and
exercise the powers of the Chairman of the Board. Subject to limitations stated,
his authority shall include authority over the detailed operations of the Bank
and over its personnel with full power and authority during intervals between
sessions of the Board to do and perform in the name of the Bank all acts and
deeds necessary or proper, in his opinion, to be done and performed and to
execute for and in the name of the Bank all instruments, agreements, and deeds
which may be authorized to be executed in behalf of the Bank or which may be
required by law.
SECTION 6. Executive Vice Presidents. The Executive Vice Presidents in
order of their seniority shall, subject to the control of the Board of Directors
and of any committee of the Board having authority, and of the Chairman of the
Board and the President, have and may exercise the authority vested in the
President in matters not otherwise acted upon or directed by the Chairman of the
Board or the President, including authority over the detailed operations of the
Bank and over its personnel.
SECTION 7. Senior Vice Presidents. The Senior Vice Presidents in order of
their seniority shall, in the absence or disability of the President and the
Executive Vice Presidents, perform the duties and exercise the powers of said
officers, and shall perform such other duties and exercise such other powers as
the Board of Directors may prescribe.
4
<PAGE> 11
SECTION 8. Vice Presidents. The Vice Presidents in order of their
seniority shall, in the absence or disability of the President, the Executive
Vice Presidents, and the Senior Vice Presidents, perform the duties and exercise
the powers of said officers, and shall perform such other duties and exercise
such other powers as the Board of Directors may prescribe.
SECTION 9. Cashier. The Cashier shall have the custody of such property
and assets of the Bank as may be entrusted to him by the Board of Directors or
by the Chairman of the Board, or the President or an Executive Vice President.
In the absence or disability of the Cashier, the Chairman of the Board or the
President or an Executive Vice President shall designate an Assistant Cashier
who shall perform his duties and exercise his authority until action thereon
shall be taken by the Board of Directors.
SECTION 10. Secretary. The Secretary shall give, or cause to be given,
notices of all meetings of the stockholders and all meetings of the Board of
Directors of the Bank, shall keep their minutes, shall have custody of the seal
of the Bank, and shall perform such other duties as may be delegated to him by
the Board of Directors or by the Chairman of the Board or the President or an
Executive Vice President.
SECTION 11. Comptroller. The Comptroller shall, under the direction of the
Chairman of the Board or the President or an Executive Vice President, have
general supervision and authority over all reports and returns required of the
Bank by law or by any public body or officer or regulatory authority pertaining
to the condition of the Bank and its assets and liabilities. He shall have
general supervision of the books and accounts of the Bank and its methods and
systems of recording and keeping accounts of its business transactions and of
its assets and liabilities. He shall be responsible for preparing statements
showing the financial condition of the Bank and shall furnish such reports and
financial records as may be required of him by the Board of Directors or by the
Chairman of the Board or the President or an Executive Vice President.
SECTION 12. Auditor. The Auditor's office may be filled by an employee of
the Bank or his duties may be performed by an employee or committee of the
parent company of the Bank. The Auditor shall have general supervision of the
auditing of the books and accounts of the Bank, and shall continuously and from
time to time check and verify the Bank's transactions, its assets and
liabilities, and the accounts and doings of the officers, agents and employees
of the Bank with respect thereto. The Auditor whether an employee of the Bank or
of its parent shall be directly accountable to and under the jurisdiction of the
Board of Directors and its Auditing Committee, acting independently of all
officers, agents and employees of the bank. The Auditor shall render reports
regularly and upon request to the Board and to the Auditing Committee covering
matters in his charge.
SECTION 13. Officer in Charge of Trust Department. The officer in charge
of the Trust Department shall be an Executive, Senior or other Vice President,
and shall have the word "Trust" appended to that title and shall exercise
general supervision and management over the affairs of the Trust Department.
That officer is hereby empowered to appoint all necessary agents or attorneys;
also to make, execute and acknowledge all checks, bonds, certificates, deeds,
mortgages, notes, releases, leases, agreements, contracts, bills of sale,
assignments, transfers, powers of attorney or of substitution, proxies to vote
stock, or any other instrument in writing that may be necessary in the purchase,
sale, mortgage, lease, assignment, transfer, management or handling, in any way
of any property of any description held or controlled by the Bank in any
fiduciary capacity. Said officer shall have such other duties and powers as
shall be designated by the Board of Directors.
SECTION 14. Other Officers in Trust Department. The various other officers
in the Trust Department shall each have the word "Trust" in their title and are
empowered and authorized to make, execute, and acknowledge all checks, bonds,
certificates, deeds, mortgages, notes, releases, leases, agreements, contracts,
bills of sale, assignments, transfers, powers of attorney or substitution,
proxies to vote stock or any other instrument in writing that may be necessary
to the purchase, sale, mortgage, lease, assignments, transfer, management or
handling in any way, of any property of any description held or controlled by
the Bank in any fiduciary capacity.
SECTION 15. Execution of Instruments. The Chairman, Vice Chairman or the
President, or any Regional or Local President or any Executive or Senior Vice
President or other Vice President is authorized, in his discretion, to do and
perform any and all corporate and official acts in carrying on the business of
the
5
<PAGE> 12
Bank, including, but not limited to, the authority to make, execute,
acknowledge, and deliver all deeds, mortgages, releases, bills of sale,
assignments, transfers, leases, powers of attorney or of substitution, proxies
to vote stock or any other instrument in writing that may be necessary in the
purchase, sale, lease, assignment, transfer, management or handling in any way
of any property of any description held or controlled by Bank, either in its own
or in its fiduciary capacity and including the authority from time to time to
borrow money in such amounts for such lengths of time, at such rates of interest
and upon such terms and conditions as any said officer may deem proper and to
evidence the indebtedness thereby created by executing and delivering in the
name of the Bank promissory notes or other appropriate evidences of
indebtedness. The enumeration herein of particular powers shall not restrict in
any way the general powers and authority of said officers. The Cashier, the
Secretary or any Assistant Cashier or Assistant Secretary is authorized to
attest and to affix the corporate seal to any and all instruments requiring such
attestation or execution under seal.
SECTION 16. Checks, Drafts, Transfers, etc. The Chairman of the Board, the
Vice Chairman of the Board, the President, any Regional or Local President,
Executive, Senior or other Vice President or Assistant Vice President, the
Cashier or any Assistant Cashier, any Trust Officer or any Assistant Trust
Officer, or Branch Manager or any other employee designated by the Board of
Directors, is authorized and empowered on behalf of the Bank and in its name to
sign and endorse checks and warrants, to draw drafts, to issue and sign
cashier's checks, to guarantee signatures, to give receipts for money due and
payable to the Bank, to sell, assign and transfer shares of capital stock,
bonds, or other personal property or securities standing in the name of or held
by the Bank, whether in its own right or in any fiduciary capacity, and to make
or join in such consents, requests or commitments with respect to the same as
may be appropriate or authorized as to the holder thereof, and to sign such
other papers and do such other acts as are necessary in the performance of his
duties. The authority conveyed to any employee designated by the Board may be
limited by general or specific resolution of the Board.
SECTION 17. Custodian Accounts. Any two of the following officers acting
jointly, namely, the Chairman of the Board, the Vice Chairman of the Board, the
President or any Executive, Senior or other Vice President, shall have the
authority to establish such security custodian accounts with such other Banks as
in their judgement are necessary or desirable in the conduct of the business of
this Bank, and any two of them acting jointly shall have the authority to issue
orders and instructions for the deposit and withdrawal of security from such
accounts.
SECTION 18. Pledge of Assets. Any two of the following officers acting
jointly, namely, the Chairman of the Board, the Vice Chairman of the Board, the
President or any Regional or Local President or any Executive, Senior or other
Vice President, shall have the authority to pledge assets of this Bank as
security for any purpose, including, but not limited to, the deposit of
uninvested funds, the compliance with any applicable law or statute and the
deposit of funds of any division, instrumentality or official of the United
States Government or the State of Alabama or any subdivision thereof.
SECTION 19. Satisfaction of Loans. On payment of sums lent, for which
security shall have been taken either by way of mortgage or other lien on real
or personal property or by the pledge of collateral, whether said loans have
been made from funds of the Bank or from funds held in fiduciary capacity, any
officer of the Bank shall have the power and authority to enter the fact of
payment or satisfaction on the margin of the record of any such security or in
any other legal manner to cancel such indebtedness and to release said security,
and the Chairman or Vice Chairman of the Board or the President or any Regional
or Local President or any Executive, Senior or other Vice President of the Bank
shall have power and authority to execute a power of attorney authorizing the
cancellation, release or satisfaction of any mortgage or other security given to
the Bank in its corporate or fiduciary capacity, by such person as he may in his
discretion appoint.
SECTION 20. Vacancies. Vacancies in office arising from any cause may be
but are not required to be filled by action of the Board of Directors at any
regular or special meeting of the Board.
SECTION 21. Other Officers. The other officers of the Bank shall perform
such duties and shall exercise such powers as may be prescribed by the Board of
Directors.
6
<PAGE> 13
SECTION 22. Compensation. The officers of the Bank shall receive
compensation for their services as such officers, which compensation shall be
fixed from time to time by the Board of Directors. The action of the Board of
Directors in so fixing salaries of the officers shall not be rendered invalid by
reason of the fact that a Director voted in favor of a resolution fixing his own
salary or by reason of the fact that a Director's presence was necessary to
constitute a quorum of the Board.
SECTION 23. Bonds. Bonds shall be required of the officers, tellers, and
other employees in such amounts as may be prescribed by the Board of Directors.
SECTION 24. Removal of Officers. At its pleasure, the Board of Directors
may remove any officer from office at any time by a majority vote of the Board,
provided however that the terms of any employment or compensation contract shall
be honored according to its term.
SECTION 25. Emergencies. In the event of an emergency declared by the
President of the United States or the person performing his functions, the
officers and employees of this Bank will continue to conduct the affairs of the
Bank under such guidance from the Directors as may be available except as to
matters which by statute require specific approval of the Board of Directors and
subject to conformance with any governmental directives or directives of the
Federal Deposit Insurance Corporation during the emergency.
SECTION 26. Retirement. It shall be mandatory for all officers of the Bank
to retire at age sixty-five (65), provided, however, that if the Board of
Directors concludes that it is in the best interest of the Bank, it may waive
the provisions hereof by affirmative vote recorded in the minutes.
ARTICLE IV. COMMITTEES
The Chairman of the Board of Directors shall designate such committees and
appoint the members thereof, as he may from time to time deem necessary or
advisable in the operation of the business and affairs of the Bank, each of
which shall perform such duties and exercise such powers as shall be prescribed
by the Chairman. Each such committee shall have such name, and its members shall
be appointed for such terms, staggered or otherwise, and receive such
compensation as may be determined by the Board of Directors.
ARTICLE V. BANKING HOURS
SECTION 1. Office hours for the various departments of the Bank shall be
determined by the several department heads with the approval of the Chief
Executive Officer.
SECTION 2. Banking hours for the receipt of deposits and the payment of
checks and other banking items drawn on this Bank shall be from 9:00 a.m. until
2:00 p.m. on Mondays through Fridays, which shall constitute "Banking Days"
within the meaning of Article 4 of the Uniform Commercial Code.
The Chief Executive Officer, in his discretion, may authorize different
banking hours for the receipt of deposits and the payment of checks at any
office of the Bank if it appears desirable to do so.
Labor Day, Thanksgiving Day, and Christmas Day. All offices and branches of
the Bank shall be closed on the said banking holidays. In addition the Chief
Executive Officer is authorized to open or close the Bank to observe special
occasions or holidays in conformance with applicable State and Federal laws and
regulations.
ARTICLE VI. RIGHT OF INDEMNITY
The Bank shall indemnify and hold harmless each director or officer now or
hereafter serving the Bank against any loss and reasonable expenses actually and
necessarily incurred by him in connection with the defense of any claim, or any
action, suit or proceeding against him or in which he is made a party, by reason
of his being or having been a director of the Bank, to the full extent allowed
by Section 10-2A-21 of the Code of Alabama (1975), or any statute amendatory or
supplemental thereof. Such right of indemnity shall not be deemed exclusive of
any other rights to which such director or officer may be entitled under any
statute, article
7
<PAGE> 14
of incorporation, rule of law, other bylaw, agreement, vote of stockholders or
directors, or otherwise. Nor shall anything herein contained restrict the right
of the Bank to indemnify or reimburse any officer or director in any proper case
even though not specifically provided for herein.
ARTICLE VII. SEAL
The corporate seal of the Bank shall be circular in shape and around the
outer circle shall have the words: "First Alabama Bank" and the circle shall
have the word: "Seal".
ARTICLE VIII. CERTIFICATES OF STOCK
SECTION 1. Certificates. Certificates of stock of the Bank shall be signed
by a facsimile signature of the President and the Secretary of the Bank, and to
be validated must be countersigned by one of the Trust Officers or Assistant
Trust Officers of the Bank. The certificate may be sealed with the seal of the
Bank or an engraved or printed facsimile thereof.
SECTION 2. Transfer of Stock. Title to a certificate and to the shares
represented thereby can be transferred only by delivery of the certificate
endorsed either in blank or to a specified person by the person appearing by the
certificate to be the owner of the shares represented thereby, or by delivery of
the certificate and a separate document containing a written assignment of the
certificate or a power of attorney to sell, assign, or transfer the same or the
shares represented thereby, signed by the person appearing by the certificate to
be the owner of the shares represented thereby. Such assignment or power of
attorney may be either in blank or to a specified person.
SECTION 3. Lost or Destroyed Certificates. In case of the loss or
destruction of any certificate of stock, the holder or owner of same shall give
notice thereof to the Chairman of the Board, the President, any Executive,
Senior or other Vice President, the Cashier or the Secretary of the Bank and, if
such holder or owner shall desire the issue of a new certificate in the place of
the one lost or destroyed, he shall make affidavit of such loss or destruction
and deliver the same to any one of said officers and accompany the same with a
bond with surety satisfactory to the Bank to indemnify the Bank and save it
harmless against any loss, cost or damage in case such certificate should
thereafter be presented to the Bank, which affidavit and bond shall be approved
by the Board of Directors or by the Chairman of the Board or by the President or
an Executive or Senior Vice President before the issue of any new certificate.
ARTICLE IX. AMENDMENTS
Except as otherwise provided herein or in the certificate of incorporation
of the Bank, these bylaws may be amended or repealed by the affirmative vote of
a majority of the Directors then holding office at any regular or special
meeting of the Board of Directors, and the Stockholders may make, alter or
repeal any bylaws, whether or not adopted by them, provided, however, that any
such additional bylaw, alteration or repeal may be adopted only by the
affirmative vote of the holders of 75% or more of the outstanding shares of
capital stock of the Bank entitled to vote generally in election of Directors at
a meeting of Stockholders called for such purpose, and provided further,
however, that Article II, Section 3 and 4 hereof may be amended or repealed only
by the affirmative vote of 75% of the Directors then in office.
8
<PAGE> 15
EXHIBIT 6
<PAGE> 16
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended, in connection with the proposed issue of Debt Securities by
BellSouth Telecommunications, Inc., we hereby consent that reports of
examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
FIRST ALABAMA BANK
By /s/ ROY D. BIRDWELL
------------------------------------
Roy D. Birdwell
Senior Vice President --
Corporate Trust Manager
Dated: June 14, 1995
<PAGE> 17
EXHIBIT 7
<PAGE> 18
FIRST ALABAMA BANK ST. BK: 01-0310
P.O. BOX 10247 FFIEC: 031
BIRMINGHAM, AL 35202 CERT: 12368
CALL DATE: 3/31/95
VENDOR ID: D
TRANSIT NUMBER: 06200569
CONSOLIDATED REPORT OF CONDITION FOR INSURED
COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1995
ALL SCHEDULES ARE TO BE REPORTED IN THOUSANDS OF DOLLARS. UNLESS OTHERWISE
INDICATED,
REPORT THE AMOUNT OUTSTANDING AS OF THE LAST BUSINESS DAY OF THE QUARTER.
SCHEDULE RC -- BALANCE SHEET
<TABLE>
<CAPTION>
(DOLLAR AMOUNTS
IN THOUSANDS)
<C> <S> <C> <C> <C> <C>
ASSETS
RCFD
----
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1).......... 0081 $ 440,977
b. Interest-bearing balances(2)................................... 0071 0
2. Securities (from Schedule RC-B)
a. Held-to-maturity securities (from Schedule RC-B, column A)..... 1754 1,283,939
b. Available-for-sale securities (from Schedule RC-B, column D)... 1773 510,997
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
a. Federal funds sold............................................. 0276 168,150
b. Securities purchased under agreements to resell................ 0277 529
4. Loans and lease financing receivables: RCFD
---
a. Loans and leases, net of unearned income
(from Schedule RC-C).......................... 2122 6,922,170
b. LESS: Allowance for loan and lease
losses........................................ 3123 90,410
c. LESS: Allocated transfer risk reserve...... 3128 0
d. Loans and leases, net of unearned income, allowance and reserve
(item 4.a minus 4.b and 4.c)...................................... 2125 6,831,760
5. Trading Assets (from Schedule RC-D)............................... 3545 17,797
6. Premises and fixed assets (including capitalized leases).......... 2145 118,614
7. Other real estate owned (from Schedule RC-M)...................... 2150 3,824
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M).................................... 2130 14,754
9. Customers' liability to this bank on acceptances outstanding...... 2155 86,630
10. Intangible assets (from Schedule RC-M)............................ 2143 85,487
11. Other assets (from Schedule RC-F)................................. 2160 161,467
12. Total assets (sum of items 1 through 11).......................... 2170 9,724,925
- ----
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
</TABLE>
<PAGE> 19
<TABLE>
<CAPTION>
(DOLLAR AMOUNTS
IN THOUSANDS)
<C> <S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from RCON
---
2200 7,475,414
Schedule RC-E, part I)............................................
RCON
---
(1) Noninterest-bearing(1).................... 6631 1,203,807
(2) Interest-bearing.......................... 6636 6,271,607
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN
(from ---
2200 336,882
Schedule RC-E, part II).......................
RCFN
---
(1) Noninterest-bearing....................... 6631 0
(2) Interest-bearing.......................... 6636 336,882
14. Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs: RCFD
---
0278 675,995
a. Federal funds purchased........................................
0279 179,724
b. Securities sold under agreements to repurchase.................
RCON
---
15. a. Demand notes issued to the U.S. Treasury....................... 2840 0
RCFD
---
b. Trading liabilities (from Schedule RC-D)....................... 3548 524
16. Other borrowed money:
a. With original maturity of one year or less..................... 2332 37
b. With original maturity of more than one year................... 2333 52,523
17. Mortgage indebtedness and obligations under capitalized leases.... 2910 4,400
18. Bank's liability on acceptances executed and outstanding.......... 2920 86,630
19. Subordinated notes and debentures................................. 3200 0
20. Other liabilities (from Schedule RC-G)............................ 2930 110,732
21. Total liabilities (sum of items 13 through 20).................... 2948 8,922,861
22. Limited-life preferred stock and related surplus.................. 3282 0
EQUITY CAPITAL
RCFD
---
23. Perpetual preferred stock and related surplus..................... 3838 $ 0
24. Common stock...................................................... 3230 100
25. Surplus (exclude all surplus related to preferred stock).......... 3839 168,046
26. a. Undivided profits and capital reserves......................... 3632 634,478
b. Net unrealized holding gains (losses) on available-for-sale 8434 (560)
securities........................................................
27. Cumulative foreign currency translation adjustments............... 3284 0
28. Total equity capital (sum of items 23 through 27)................. 3210 802,064
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)............................. 3300 9,724,925
</TABLE>
- ---------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE> 20
SCHEDULE RC -- (CONTINUED)
<TABLE>
<CAPTION>
RCON NUMBER
----- ------
<C> <S> <C> <C>
MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed
for the bank by independent external auditors as of any date during
1994..................................................................... 6724 2
</TABLE>
- ---------------
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank.
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately).
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority).
4 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority).
5 = Review of the bank's financial statements by external auditors.
6 = Compilation of the bank's financial statements by external auditors.
7 = Other audit procedures (excluding tax preparation work).
8 = No external audit work.
<PAGE> 1
EXHIBIT 25D
<PAGE> 2
EXHIBIT 25D
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2) / /
COMPASS BANK
(Exact name of trustee as specified in its charter)
<TABLE>
<S> <C>
ALABAMA BANKING CORPORATION 63-0476286
(Jurisdiction of incorporation or organization (I.R.S. employer
if not a U.S. national bank) identification no.)
15 SOUTH 20TH STREET
BIRMINGHAM, ALABAMA 35233
(Address of principal executive offices) (Zip Code)
</TABLE>
JERRY W. POWELL, GENERAL COUNSEL
COMPASS BANK
15 SOUTH 20TH STREET
BIRMINGHAM, ALABAMA 35233
(205) 933-3645
(Name, address and telephone number of agent for service)
------------------------
BELLSOUTH TELECOMMUNICATIONS, INC.
(Exact name of obligor as specified in its charter)
<TABLE>
<S> <C>
GEORGIA 58-0436120
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
675 WEST PEACHTREE ST., N.E.
ATLANTA, GEORGIA 30375
(Address of principal executive offices) (Zip Code)
</TABLE>
------------------------
DEBT SECURITIES
(Title of the indenture securities)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 3
GENERAL
ITEM 1. GENERAL INFORMATION.
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.
Alabama State Banking Department
101 South Union Street
Montgomery, Alabama
Federal Deposit Insurance Corporation
Washington, DC
Board of Governors of the Federal Reserve System
Washington, DC
Federal Reserve Bank of Atlanta, Georgia
104 Marietta St., N.W.
Atlanta, Georgia
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
None.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
Not applicable.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
Not applicable.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.
Not applicable.
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
Not applicable.
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
Not applicable.
<PAGE> 4
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
Not applicable.
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
Not applicable.
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
Not applicable.
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
Not applicable.
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
Not applicable.
ITEM 13. DEFAULTS BY THE OBLIGOR.
(A) WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE SECURITIES
UNDER THIS INDENTURE.
There is not and has not been any such default.
(B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY
OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE
THAN ONE OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE
WHETHER THERE HAS BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES.
There has not been any such default.
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
Not applicable.
ITEM 15. FOREIGN TRUSTEE.
Not applicable.
2
<PAGE> 5
ITEM 16. LIST OF EXHIBITS.
The additional exhibits listed below are filed herewith: exhibits, if
any, identified in parentheses are on file with the Commission and are
incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29
under the Trust Indenture Act of 1939 and Rule 24 of the Commission's Rules
of Practice.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -----
<C> <S> <C>
1 -- Restated Certificate of Incorporation.
2 -- Certificate from the Alabama Superintendent of Banks for the Trustee to conduct
business. (Exhibit 2 to Form T-1, Registration No. 22-21323).
3 -- Approval of the Alabama Superintendent of Banks for the Trustee to exercise trust
powers. (Exhibit 3 to Form T-1, Registration No. 22-21323).
4 -- Bylaws of the Trustee. (Exhibit 4 to Form T-1, Registration No. 22-21323).
5 -- Not applicable.
6 -- Consent of the Trustee required by Section 321(b) of the Trust Indenture Act of
1939, as amended.
7 -- Latest report of condition of the Trustee published pursuant to law or the
requirements of its supervising or examining authority as of the close of
business on March 31, 1995.
8 -- Not applicable.
9 -- Not applicable.
</TABLE>
3
<PAGE> 6
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, Compass Bank, an Alabama banking corporation, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Birmingham and the
State of Alabama, on the 14th day of June, 1995.
COMPASS BANK
By /s/ ROGER LACHARITE
------------------------------------
Roger LaCharite
Vice President and Trust Officer
<PAGE> 7
EXHIBIT 1
<PAGE> 8
RESTATED
CERTIFICATE OF INCORPORATION
OF
COMPASS BANK
(Originally incorporated under the name
Central Bank & Trust Company on December 31, 1963.)
This Restated Certificate of Incorporation correctly sets forth without
change the corresponding provisions of the Certificate of Incorporation as
theretofore amended, and this Restated Certificate of Incorporation supersedes
the original Certificate of Incorporation and all Amendments thereto.
ARTICLE ONE.
The name of this corporation (the "Corporation") shall hereafter be:
"COMPASS BANK"
ARTICLE TWO.
The duration and existence of the Corporation shall be perpetual.
ARTICLE THREE.
The nature of the business and the purposes and powers of the Corporation
are as follows:
3.01 To conduct a general banking and trust company business through
such means and at such places as the Board of Directors may deem proper;
and
3.02 To engage in any lawful activity and to exercise all powers
permitted to it by the Alabama Business Corporation Act and the Alabama
Banking Code.
ARTICLE FOUR.
CAPITAL STOCK.
4.01 The total number of shares of all classes of capital stock which the
Corporation shall have the authority to issue is One Hundred One Thousand One
Hundred (101,100) consisting of One Hundred Thousand One Hundred (101,100)
shares of common stock of the par value of Ten Dollars ($10.00) each.
4.02 The Corporation shall have One Million Eleven Thousand Dollars
($1,011,000) of stated capital stock consisting of One Hundred One Thousand One
Hundred (101,100) shares of common stock."
4.03 Preemptive Rights. Each holder of the Corporation's common stock
shall have the preemptive right to purchase its proportion of the issuance of
any class of shares, including treasury shares, according to the proportion of
its holdings of such class of shares at such price, which may be in excess of
par value, within such time, and on such terms as shall be fixed and determined
by the Corporation's Board of Directors.
ARTICLE FIVE.
SPECIAL PROVISIONS.
Insofar as not prohibited by applicable law, the Corporation shall have the
right to purchase, take, receive, or otherwise acquire, hold, own, pledge,
transfer or otherwise dispose of its own capital stock to the full extent of
undivided profits, earned surplus, capital surplus or other funds lawfully
available therefor.
<PAGE> 9
ARTICLE SIX.
REGISTERED OFFICE.
The registered office and principal place of business of the Corporation
shall be located at, with the mailing address of, 15 South 20th Street,
Birmingham, Alabama 35233, and its registered agent shall be Jerry W. Powell.
IN WITNESS WHEREOF, Compass Bank has caused this Restated Certificate of
Incorporation to be signed by Garrett R. Hegel as its Senior Vice President and
Daniel B. Graves as its Assistant Secretary this 4th day of November, 1993.
COMPASS BANK
By /s/ GARRETT R. HEGEL
------------------------------
Garrett R. Hegel
Its: Senior Vice President
and
By /s/ DANIEL B. GRAVES
------------------------------
Daniel B. Graves
Assistant Secretary
STATE OF ALABAMA
COUNTY OF JEFFERSON
On this 4th day of November, 1993, before me, a Notary Public for the State
and County aforesaid, personally came Garrett R. Hegel, as Senior Vice
President, of Compass Bank, an Alabama banking corporation, whose name is signed
to the foregoing Certificate, and who is known to me, and in said capacity
acknowledged before me on this day that being informed of the contents of this
Certificate, he as such officer executed the same and affixed said Corporation's
seal voluntarily for and as the act and deed of said Corporation.
WITNESS my official seal and signature the day and year aforesaid.
Notary Public: /s/ Glenda H. Dyer
[NOTARIAL SEAL]
My Commission expires: February 19, 1997
<PAGE> 10
EXHIBIT 6
<PAGE> 11
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended, in connection with the proposed issue of Debt Securities by
BellSouth Telecommunications, Inc., we hereby consent that reports of
examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
COMPASS BANK
By /s/ ROGER LACHARITE
------------------------------------
Roger LaCharite
Vice President and Trust Officer
Date: June 14th, 1995
<PAGE> 12
EXHIBIT 7
<PAGE> 13
COMPASS BANK ST-BK: 01-0305
P.O. BOX 10566 FFIEC: 032
BIRMINGHAM, AL 35296-5233 CERT: 19048
CALL DATE: 03/31/95
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND
STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1995
ALL SCHEDULES ARE TO BE REPORTED IN THOUSANDS OF DOLLARS. UNLESS OTHERWISE
INDICATED,
REPORT THE AMOUNT OUTSTANDING AS OF THE LAST BUSINESS DAY OF THE QUARTER.
SCHEDULE RC -- BALANCE SHEET
<TABLE>
<CAPTION>
(DOLLAR AMOUNTS IN
THOUSANDS)
<C> <S> <C> <C> <C> <C>
ASSETS
RCON
-----
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1)........... 0081 249,412
b. Interest-bearing balances(2).................................... 0071 0
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)...... 1754 1,009,838
b. Available-for-sale securities (from Schedule RC-B, column D).... 1773 399,701
3. Federal funds sold and securities purchased under agreements to
resell:
a. Federal funds sold.............................................. 0276 17,030
b. Securities purchased under agreements to resell................. 0277 59,491
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCON
-----
(from Schedule RC-C)............................ 2122 3,654,375
b. LESS: Allowance for loan and lease losses.... 3123 74,185
c. LESS: Allocated transfer risk reserve........ 3128 0
d. Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b and 4.c).................................... 2125 3,580,190
5. Trading assets (from Schedule RC-D)................................ 3545 52,826
6. Premises and fixed assets (including capitalized leases)........... 2145 109,372
7. Other real estate owned (from Schedule RC-M)....................... 2150 3,036
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M)............................................... 2130 0
9. Customers' liability to this bank on acceptances outstanding....... 2155 58
10. Intangible assets (from Schedule RC-M)............................. 2143 2,887
11. Other assets (from Schedule RC-F).................................. 2160 78,036
12. Total assets (sum of items 1 through 11)........................... 2170 5,561,877
</TABLE>
- ---------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE> 14
SCHEDULE RC -- (CONTINUED)
<TABLE>
<CAPTION>
(DOLLAR AMOUNTS
IN THOUSANDS)
<C> <S> <C> <C> <C> <C>
LIABILITIES
13.
Deposits: RCON
-----
a. In domestic offices (sum of totals of columns A and C from
2200 3,835,169
Schedule RC-E)..................................................
RCON
-----
(1) Noninterest-bearing(1)...................... 6631 725,751
(2) Interest-bearing............................ 6636 3,109,418
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs...
(1) Noninterest-bearing.........................
(2) Interest-bearing............................
RCON
-----
14. Federal funds purchased and securities sold under agreements to
repurchase:
a. Federal funds purchased......................................... 0278 466,189
b. Securities sold under agreements to repurchase.................. 0279 415,111
15. a. Demand notes issued to the U.S. Treasury........................ 2840 29,149
b. Trading liabilities (from Schedule RC-D)........................ 3548 27,997
16. Other borrowed money:
a. With original maturity of one year or less...................... 2332 4,495
b. With original maturity of more than one year.................... 2333 356,000
17. Mortgage indebtedness and obligations under capitalized leases..... 2910 0
18. Bank's liability on acceptances executed and outstanding........... 2920 58
19. Subordinated notes and debentures.................................. 3200 0
20. Other liabilities (from Schedule RC-G)............................. 2930 42,966
21. Total liabilities (sum of items 13 through 20)..................... 2948 5,177,134
22. Limited-life preferred stock and related surplus................... 3282 0
EQUITY CAPITAL
RCON
-----
23. Perpetual preferred stock and related surplus...................... 3838 0
24. Common stock....................................................... 3230 1,011
25. Surplus (exclude all surplus related to preferred stock)........... 3839 41,440
26. a. Undivided profits and capital reserves.......................... 3632 347,240
b. Net unrealized holding gains (losses) on available-for-sale
securities...................................................... 8434 (4,948)
27. Cumulative foreign currency translation adjustments................
28. Total equity capital (sum of items 23 through 27).................. 3210 384,743
29. Total liabilities, limited-life preferred stock, and equity capital
(sum of items 21, 22, and 28)...................................... 3300 5,561,877
</TABLE>
- ---------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE> 15
SCHEDULE RC -- (CONTINUED)
<TABLE>
<CAPTION>
RCON NUMBER
----- ------
<C> <S> <C> <C>
MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed
for the bank by independent external auditors as of any date during
1994..................................................................... 6724 2
</TABLE>
- ---------------
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank.
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately).
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority).
4 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority).
5 = Review of the bank's financial statements by external auditors.
6 = Compilation of the bank's financial statements by external auditors.
7 = Other audit procedures (excluding tax preparation work).
8 = No external audit work.
