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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 1, 1995
BELLSOUTH TELECOMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Georgia 1-1049 58-0436120
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
675 West Peachtree Street, N.E., Atlanta, Georgia 30375
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 529-8611
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following is filed as an Exhibit to the Registrant's Registration
Statements (File Nos. 33-49991 and 33-60351).
4-d - Indenture dated October 1, 1995 between BellSouth
Telecommunications, Inc. and Compass Bank.
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[CONFORMED COPY]
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BELLSOUTH TELECOMMUNICATIONS, INC.
AND
COMPASS BANK,
TRUSTEE
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INDENTURE
DATED OCTOBER 1, 1995
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TABLE OF CONTENTS*
<TABLE>
<CAPTION>
PAGE
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PARTIES............................................................................... 1
RECITAL:
PART I: INCORPORATION BY REFERENCE AND AMENDMENT 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>
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* The Table of Contents is not part of the Indenture.
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THIS INDENTURE, dated October 1, 1995, between BELLSOUTH
TELECOMMUNICATIONS, INC., a Georgia corporation (hereinafter sometimes referred
to as the "Company"), and COMPASS BANK, an Alabama banking corporation, with its
principal office at 15 South 20th Street, Birmingham, Alabama 35233, 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 AND AMENDMENT 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; provided, however,
that Article Eleven of the Standard Indenture Provisions shall be amended to
read as follows:
ARTICLE ELEVEN
INDENTURE AND COVENANT DEFEASANCE; UNCLAIMED MONEYS.
SECTION 11.01. (a) Except as provided below, the Company will be deemed to
have paid and will be discharged from any and all obligations in respect of the
Securities of any Series and the provisions of this Indenture will cease to be
of further effect with respect to the Securities of such Series (and the
Trustee, on demand of and cost and expense of the Company, shall execute proper
instruments acknowledging the same), provided that conditions (i), (ii) and
(iii) below shall have been satisfied:
(i) the Company has irrevocably deposited or caused to be deposited
with the Trustee as trust funds solely for the benefit of the holders of
the Securities of such Series, for payment of the principal of (and
premium, if any) and interest on the Securities of such Series, (A) money
or (B) U.S. Government Obligations or a combination thereof sufficient (in
the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, in the event such funds do not consist solely of money) without
consideration of any reinvestment (but taking into account earnings
scheduled on such U.S. Government Obligations) to pay and discharge the
principal of (and premium, if any) and interest on the outstanding
Securities of such Series to maturity or earlier redemption (irrevocably
provided for under arrangements satisfactory to the Trustee), as the case
may be;
(ii) except in the case of Securities which shall have become due and
payable within one year, or are by their terms to become due and payable
within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of
redemption, the Company shall have delivered to the Trustee either (A) a
ruling directed to the Company or the Trustee
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received from the Internal Revenue Service to the effect that the holders
of the Securities of such Series will not recognize income, gain or loss
for federal income tax purposes as a result of the Company's exercise of
its option under this Section and will be subject to federal income tax on
the same amount and in the same manner and at the same times as would have
been the case if such deposit and defeasance had not occurred; or (B) an
Opinion of Counsel to the same effect as the ruling described in clause (A)
above; and
(iii) the Company has delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, in each case stating that all
conditions precedent provided for herein relating to the defeasance
contemplated by this Section of the Securities of such Series have been
complied with.
Sections 2.02 through 2.09, 4.02, 7.06, 7.09, 11.02, 11.03 and 11.04 with
respect to the Securities of such Series shall survive until such Securities are
no longer outstanding. Thereafter, only Sections 7.06, 7.09, 11.03 and 11.04
shall survive.
(b) The Company may omit to comply with any term, provision or condition
set forth in Sections 4.03, 4.04 or 4.05, and such omission shall be deemed not
to be an Event of Default under clause (c) of Section 6.01, with respect to the
outstanding Securities of a Series if:
(i) the Company has irrevocably deposited or caused to be deposited
with the Trustee as trust funds solely for the benefit of the holders of
the Securities of such Series, for payment of the principal of (and
premium, if any) and interest on the Securities of such Series, (A) money
or (B) U.S. Government Obligations or a combination thereof sufficient (in
the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, in the event such funds do not consist solely of money) without
consideration of any reinvestment (but taking into account earnings
scheduled on such U.S. Government Obligations) to pay and discharge the
principal of (and premium, if any) and interest on the outstanding
Securities of such Series to maturity or earlier redemption (irrevocably
provided for under arrangements satisfactory to the Trustee), as the case
may be;
(ii) the Company has delivered to the Trustee either (A) a ruling
directed to the Company or the Trustee received from the Internal Revenue
Service to the effect that the holders of the Securities of such Series
will not recognize income, gain or loss for federal income tax purposes as
a result of the Company's exercise of its option under this Section and
will be subject to federal income tax on the same amount and in the same
manner and at the same times as would have been the case if such deposit
and defeasance had not occurred; or (B) an Opinion of Counsel to the same
effect as the ruling described in clause (A) above; and
(iii) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, in each case stating that all
conditions precedent provided for herein relating to the covenant
defeasance contemplated by this Section of the Securities of such Series
have been complied with.
SECTION 11.02. All moneys and U.S. Government Obligations deposited with
the Trustee pursuant to this Article Eleven shall be held in trust and applied
by it to the payment, either directly or through any paying agent (including the
Company acting as its own paying agent), to the holders of the particular
Securities for the payment or redemption of which such moneys have been
deposited with the Trustee, of all sums due and to become due thereon for
principal (and premium, if any) and interest.
SECTION 11.03. In connection with the satisfaction and discharge of this
Indenture all moneys and U.S. Government Obligations then held by any paying
agent under the provisions of this Indenture shall, upon demand of the Company,
be repaid to it or paid to the Trustee and thereupon such paying agent shall be
released from all further liability with respect to such moneys and U.S.
Government Obligations.
SECTION 11.04. Any moneys and U.S. Government Obligations deposited with
or paid to the Trustee or any paying agent pursuant to any provision of this
Indenture and required for payment of the principal of (and premium, if any) or
interest on Securities of any Series and not applied or escheated pursuant to
applicable law but remaining unclaimed by the holders of such Securities for
seven years after the date upon which the
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principal of (and premium, if any) or interest on such Securities, as the case
may be, shall have become due and payable, shall be repaid to the Company by the
Trustee or such paying agent on demand; and the holder of any of such Securities
shall thereafter look only to the Company for any payment which such holder may
be entitled to collect. Any moneys and U.S. Government Obligations held by the
Trustee or any paying agent pursuant to Section 11.01 in excess (in the opinion
of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee or such paying agent) of
amounts required for the payment of the principal of (and premium, if any) and
interest on Securities to be paid shall be repaid to the Company by the Trustee
or such paying agent on demand.
SECTION 11.05. The term "U.S. Government Obligations" shall mean
securities which are (i) direct obligations of the United States of America for
the payment of which its full faith and credit is pledged or (ii) obligations of
a person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case, are not callable or redeemable at the option of
the issuer thereof, and shall also include a depository receipt issued by a bank
or trust company as custodian with respect to any such U.S. Government
Obligations or a specific payment of interest on or principal of any such U.S.
Government Obligation held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of interest on or
principal of the U.S. Government Obligation evidenced by such depository
receipt.
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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.
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/ JERRY W. ROBINSON
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Jerry W. Robinson
Treasurer
[Corporate Seal]
Attest:
/s/ ERIC B. RUDOLPH
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Eric B. Rudolph
Assistant Secretary
COMPASS BANK
By /s/ ROY WESSINGER
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Roy Wessinger
Vice President and Trust Officer
[Corporate Seal]
Attest:
/s/ NOLA L. POWERS
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Nola L. Powers
Vice President and Trust Officer
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BELLSOUTH TELECOMMUNICATIONS, INC.
By: /s/ PATRICK H. CASEY
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Patrick H. Casey
Vice President and Comptroller
October 4, 1995
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