<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 25, 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.
A GEORGIA CORPORATION I.R.S. EMPLOYER NO. 58-0436120
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:
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
---------------
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>
AMOUNT PROPOSED 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........ $1,000,000,000 100% $1,000,000,000 $344,828
</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 $400 MILLION OF DEBT
SECURITIES REGISTERED AND REMAINING UNISSUED UNDER REGISTRATION STATEMENT NO.
33-60351 PREVIOUSLY FILED BY REGISTRANT, IN RESPECT OF WHICH $137,931 HAS BEEN
PAID TO THE COMMISSION AS FILING FEE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+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
$1,400,000,000
BELLSOUTH TELECOMMUNICATIONS, INC.
DEBT SECURITIES
BellSouth Telecommunications, Inc. (the "Company") may offer, in one or more
issues, up to $1,400,000,000 aggregate principal amount of its debt securities
(the "Securities") on terms to be determined at the time the Securities are
offered for sale. When a particular issue of the Securities is offered, a
prospectus supplement ("Prospectus Supplement"), together with this prospectus,
will be delivered setting forth the terms of the Securities, including, where
applicable, the specific designation, aggregate principal amount,
denominations, maturity, rate of any interest (or manner of calculation
thereof) and time of payment thereof, any redemption provisions, the initial
public offering price, the names of the underwriters, dealers or agents, any
compensation to such underwriters, dealers or agents and any other specific
terms in connection with the offering and sale of the Securities.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------
THE DATE OF THIS PROSPECTUS IS OCTOBER , 1995.
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION.
----------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and in accordance therewith
files reports and other information with the Securities and Exchange
Commission ("SEC"). Such reports and other information filed by the Company
can be inspected and copied at the public reference facilities of the SEC,
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as
well as at the following SEC Regional Offices: 13th Floor, 7 World Trade
Center, New York, NY 10048 and Suite 1400, Northwestern Atrium Center, 500
West Madison Street, Chicago, IL 60661-2511. Such material can also be
inspected at the New York Stock Exchange. Copies can be obtained from the SEC
by mail at prescribed rates. Requests should be directed to the SEC's Public
Reference Section, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington D.C. 20549.
The Company is not required to deliver annual reports to its security
holders pursuant to the Exchange Act or any stock exchange requirement. Copies
of its annual, quarterly and periodic reports to the SEC on Forms 10-K, 10-Q
and 8-K (containing financial information audited by independent accountants
in the case of its annual report on Form 10-K) are required to be furnished to
the trustee under the indenture or indentures pursuant to which the Securities
will be issued.
The Company has registered the Securities with the SEC pursuant to
Registration Statement Nos. 33-60351 and 33- on Form S-3 (together with
all amendments and exhibits thereto, the "Registration Statements") under the
Securities Act of 1933, as amended ("Securities Act"). This Prospectus does
not contain all of the information set forth in the Registration Statements,
certain parts of which are omitted in accordance with the rules and
regulations of the SEC. For further information, reference is made to the
Registration Statements.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the SEC and are
hereby incorporated herein by reference:
Annual Report on Form 10-K for the year ended December 31, 1994.
Quarterly Reports on Form 10-Q for the quarters ended March 31, and June
30, 1995.
Current Reports on Form 8-K for May 18, June 30 and October 1, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Securities shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
COPIES OF THE ABOVE DOCUMENTS (OTHER THAN EXHIBITS TO SUCH DOCUMENTS) MAY BE
OBTAINED UPON REQUEST WITHOUT CHARGE FROM THE VICE PRESIDENT AND COMPTROLLER
OF THE COMPANY, 675 WEST PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30375
(TELEPHONE NUMBER (404) 529-8611).
2
<PAGE>
THE COMPANY
The Company is an operating telephone company, wholly owned by BellSouth
Corporation, which provides predominantly tariffed telecommunications services
to approximately two-thirds of the population and one-half of the territory
within Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North
Carolina, South Carolina and Tennessee. It is the surviving corporation from
the merger, effective at midnight on December 31, 1991, of South Central Bell
Telephone Company ("South Central Bell") and BellSouth Services Incorporated,
a jointly-owned service subsidiary of South Central Bell and Southern Bell
Telephone and Telegraph Company ("Southern Bell"), with and into Southern
Bell. At the same time Southern Bell's name was changed to "BellSouth
Telecommunications, Inc."
The Company is a Georgia corporation and has its principal executive offices
at 675 West Peachtree Street, N.E., Atlanta, Georgia 30375 (telephone number
(404) 529-8611).
USE OF PROCEEDS
The Company intends to apply the net proceeds from the sale of the
Securities primarily toward refinancing debt and also for general corporate
purposes. The Company intends to offer Securities from time to time for
refinancing purposes when and as prevailing interest rates and other market
conditions are advantageous.
DESCRIPTION OF SECURITIES
The following description sets forth certain general terms and provisions of
the Securities to which any Prospectus Supplement may relate. The particular
terms and provisions of the Securities offered by a Prospectus Supplement, and
the extent to which such general terms and provisions described below may
apply thereto, will be described in the Prospectus Supplement.
GENERAL INDENTURE PROVISIONS
The Securities are to be issued in one or more series (a "Series") under an
indenture or indentures (the "Indenture") entered or to be entered into
between the Company and one or more trustees (the "Trustee"). The following
summaries of certain provisions of the Securities and the Indenture do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all provisions of the Indenture. Particular sections of the
Indenture which are relevant to the discussion are cited parenthetically.
Capitalized terms used in this Prospectus which are defined in the Indenture
shall have the same meaning herein as in the Indenture. "Principal" when used
herein includes, when appropriate, the premium, if any.
The Indenture does not limit the amount of securities, other than the
Securities, which may be issued or the amount of debt which may be incurred by
the Company. Reference is made to the Prospectus Supplement for the following
terms of the Securities being offered hereby: (i) the title of the Securities;
(ii) the date on which the principal of the Securities will mature; (iii) the
rate, if any, at which the Securities will bear interest, the date or dates
from which any such interest will accrue and on which such interest will be
payable; (iv) any redemption or sinking fund provisions; (v) if other than the
principal amount thereof, the portion of the principal amount of Securities
which will be payable upon declaration of acceleration of the maturity
thereof; and (vi) any additional provisions or other special terms not
inconsistent with the provisions of the Indenture, including any terms which
may be required by or advisable under United States laws or regulations or
advisable in connection with the marketing of the Securities.
The Securities will be issuable initially only as registered Securities
without coupons in denominations of $1,000 and any integral multiple of
$1,000. Principal and premium are to be payable at the office or agency of the
Company designated by the Company from time to time. Securities may be
presented for transfer or exchange at such office or agency. No service charge
will be made for any transfer or exchange.
3
<PAGE>
The Securities will not be secured. The Company will covenant in the
Indenture that if it shall subject to lien any of its property, it will secure
the outstanding Securities, and any other of its obligations which may then be
outstanding and entitled to the benefit of a similar covenant,* ratably with
the indebtedness or obligations secured by such lien, so long as such
obligations are so secured. The foregoing covenant will not apply to purchase-
money liens, or to deposits to secure public or statutory obligations or with
any governmental body for specified purposes. A subsidiary or other affiliate
of the Company may subject to lien any property whether or not acquired from
the Company. (Section 4.03)
The Company also will covenant that if in case of certain events -- namely,
(a) any consolidation or merger of the Company and any other corporation, or
(b) any sale or conveyance of the property of the Company as an entirety or
substantially as an entirety to any other corporation, or (c) the acquisition
by the Company of the property of any other corporation as an entirety or
substantially as an entirety -- any of the property owned by the Company
immediately prior to such event would thereupon become subject to any lien,
the Company prior to such event will secure the outstanding Securities and any
other of its obligations which may then be outstanding and entitled to the
benefit of a similar covenant;* ratably by a direct lien on all such property
of the Company, prior to any lien to which such property would become subject
by reason of such event. In case the Securities have been secured pursuant to
the provisions described in this paragraph by a direct lien on substantially
all of the telephone plant and on all securities of affiliates owned by the
Company, the covenants described in this paragraph and the preceding paragraph
will no longer be of any effect. As used in the covenants referred to in this
paragraph and the following paragraph, the word "securities" will be defined
to mean stocks and all indebtedness except indebtedness (other than that
arising from borrowing) incurred in the ordinary course of business. (Section
4.04)
The Indenture will provide that the Company may be discharged from all
obligations under outstanding Securities of any Series upon the irrevocable
deposit with the Trustee as trust funds solely for the benefit of the holders
of such Securities money and/or U.S. Government Obligations (as defined in the
Indenture) sufficient to pay and discharge the principal of (and premium, if
any) and interest on such Securities. In such event, except in the case of
Securities becoming due and payable within one year, the Company shall deliver
to the Trustee a ruling from the Internal Revenue Service or an Opinion of
Counsel (as defined in the Indenture) to the effect that the holders of such
Securities will not recognize income, gain or loss for federal income tax
purposes as a result of the payment and discharge and will be subject to
federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such payment and discharge had not
occurred. On substantially the same terms and conditions, the Company may be
relieved from the obligation to comply with certain covenants in the
Indenture, including those described in the preceding two paragraphs. (Section
11.01)
The Indenture will contain provisions permitting the Company and the
Trustee, with the consent of the holders of not less than 66 2/3% in aggregate
principal amount of the Securities at the time outstanding, to modify the
Indenture or any supplemental indenture or the rights of the holders of the
Securities; provided that no such modification shall (i) extend the fixed
maturity of any Securities, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof, without the consent of the holder
of each Security so affected, or (ii) reduce the aforesaid percentage of
Securities, the consent of the holders of which is required for any such
modification, without the consent of the holders of all Securities then
outstanding. The Indenture will also contain provisions permitting the Company
and the Trustee, without the consent of the holders of Securities, to modify
the Indenture or any supplemental indenture or the rights of the holders of
the Securities for certain limited purposes. (Section 9.02)
Under the Indenture an Event of Default with respect to Securities of any
Series means, with respect to Securities of such Series: default for 90 days
in payment of interest; default in payment of principal or premium; default
for 90 days after notice by the Trustee or the holders of at least 25% in
aggregate principal amount of Securities of such Series then outstanding in
performance of any other covenants in the Indenture; or certain events in
bankruptcy, insolvency or reorganization. (Section 6.01)
- --------
* Each outstanding issue of long and intermediate term debt of the Company is
entitled to the benefit of a similar covenant.
4
<PAGE>
Subject to the duty of the Trustee during default to act with the specified
standard of care, the Trustee before taking any action under the Indenture is
entitled to reasonable security or indemnity (Sections 7.01 and 7.02). Subject
to such provisions for the indemnification of the Trustee, the holders of a
majority of the principal amount of outstanding Securities of a Series may
direct the time, method and place for certain actions by the Trustee with
respect to Securities of such Series. (Section 6.06)
Except as may be otherwise described in a Prospectus Supplement, the
covenants contained in the Indenture would not afford holders of the
Securities protection in the event of a highly-leveraged transaction involving
the Company.
GLOBAL SECURITIES
The Securities of a Series may be issued in the form of one or more fully
registered global Securities (a "Global Security") that will be deposited with
The Depository Trust Company (the "Depositary") or with a nominee for the
Depositary. In such case, one or more Global Securities will be registered in
the name of Cede & Co., as nominee for the Depositary and issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal amount of outstanding Securities of the Series to be represented by
such Global Security or Securities. Unless and until it is exchanged in whole
or in part for Securities in definitive registered form, a Global Security may
not be transferred except as a whole by the Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary or a nominee of such successor. The
laws of some States require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such limits and such
laws may impair the ability to transfer beneficial interests in the Global
Security.
The Depositary has informed the Company that it is a limited-purpose trust
company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. The Depositary holds securities
that its participants deposit with it. The Depositary also facilitates the
settlement among participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-
entry changes in participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. The Depositary is owned by a number of its
direct participants and by The New York Stock Exchange, Inc., the American
Stock Exchange, Inc. and the National Association of Securities Dealers, Inc.
Access to its system is also available to others such as securities brokers
and dealers, banks, and trust companies that clear through or maintain a
custodial relationship with a direct participant, either directly or
indirectly. The rules applicable to the Depositary and its participants are on
file with the Commission.
The specific terms of the depositary arrangement with respect to any portion
of a Series of Securities to be represented by a Global Security will be
described in the Prospectus Supplement relating to such Series. The Company
anticipates that the following provisions will apply to all depositary
arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Securities represented by such Global
Security to the accounts of persons that have accounts with such Depositary
("participants"). The accounts to be credited shall be designated by any
underwriters or agents participating in the distribution of such Securities.
Ownership of beneficial interests in a Global Security will be limited to
participants or persons that may hold interests through participants.
Ownership of beneficial interests in such Global Security will be shown on,
and the transfer of that ownership will be effected only through, records
maintained by the Depositary for such Global Security (with respect to
interests of participants) or persons that hold interests through participants
(with respect to interests of persons other than participants) in accordance
with the procedures of the Depositary.
5
<PAGE>
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Securities
represented by such Global Security for all purposes under the Indenture.
Except as set forth below, owners of beneficial interests in a Global Security
will not be entitled to have the Securities represented by such Global
Security registered in their names, will not receive or be entitled to receive
physical delivery of such Securities in definitive form and will not be
considered the owners or holders thereof under the Indenture. Accordingly,
each person owning a beneficial interest in a Global Security must rely on the
procedures of the Depositary for such Global Security and, if such person is
not a participant, on the procedures of the participant through which such
person owns its interest, to exercise any rights of a holder under the
Indenture. The Company understands that under existing industry practices, if
the Company requests any action of holders or if an owner of a beneficial
interest in a Global Security desires to give or take any action which a
holder is entitled to give or take under the Indenture, the Depositary for
such Global Security would authorize the participants holding the relevant
beneficial interests to give or take such action, and such participants would
authorize beneficial owners owning through such participants to give or take
such action or would otherwise act upon the instructions of beneficial owners
holding through them.
Principal and interest payments on Securities represented by a Global
Security registered in the name of a Depositary or its nominee will be made to
such Depositary or its nominee, as the case may be, as the registered owner of
such Global Security. None of the Company, the Trustee or any paying agent for
such Securities will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests in such Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
The Company expects that the Depositary for any Securities represented by a
Global Security, upon receipt of any payment of principal or interest, will
immediately credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Global Security as shown on the records of such Depositary. The
Company also expects that payments by participants to owners of beneficial
interests in such Global Security held through such participants will be
governed by standing instructions and customary practices, as is now the case
with the securities held for the accounts of customers registered in "street
names" and will be the responsibility of such participants.
If the Depositary for any Securities represented by a Global Security is at
any time unwilling or unable to continue as Depositary and a successor
Depositary is not appointed by the Company within 90 days, the Company will
issue such Securities in definitive form in exchange for such Global Security.
In addition, the Company may at any time and in its sole discretion determine
not to have any of the Securities of a Series represented by one or more
Global Securities and, in such event, will issue Securities of such Series in
definitive form in exchange for all of the Global Security or Securities
representing such Securities. In such instance, a beneficial owner of a Global
Security will be entitled to physical delivery in definitive form of
Securities of such Series represented by the Global Security equal in
principal amount to such beneficial interest and to have such Securities
registered in its name. Securities so issued in definitive form will be issued
as registered Securities in authorized denominations. Any Securities issued in
definitive form in exchange for a Global Security will be registered in such
name or names as the Depositary shall instruct the Trustee. It is expected
that such instructions will be based upon directions received from the
Depositary from participants with respect to ownership of beneficial interests
in such Global Security.
PLAN OF DISTRIBUTION
The Company may sell the Securities being offered hereby in four ways: (i)
directly to purchasers, (ii) through agents, (iii) through underwriters (the
"Underwriters") and (iv) through dealers.
The distribution of the Securities may be effected from time to time in one
or more transactions either (i) at a fixed price or prices, which may be
changed, (ii) at market prices prevailing at the time of sale, (iii) at prices
related to such prevailing market prices or (iv) at negotiated prices.
6
<PAGE>
In connection with the sale of Securities, Underwriters or agents may
receive compensation from the Company or from purchasers of Securities for
whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters may sell Securities to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the Underwriters and/or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate
in the distribution of Securities may be deemed to be Underwriters, and any
discounts or commissions received by them from the Company and any profit on
the resale of Securities by them may be deemed to be underwriting discounts
and commissions, under the Securities Act. Any such Underwriter or agent will
be identified, and any such compensation received from the Company will be
described, in the Prospectus Supplement.
The Underwriters and other persons may be entitled, under agreements which
may be entered into with the Company, to indemnification against certain civil
liabilities, including liabilities under the Securities Act.
LEGAL OPINIONS
Mr. Roger M. Flynt, Jr., Vice President and General Counsel of the Company,
is passing upon the legality of the Securities for the Company, relying on the
opinions of other counsel as to certain matters. Mr. Flynt may be deemed to
own beneficially 121,042 shares of BellSouth Common Stock, including interests
through various BellSouth benefit plans.
On behalf of dealers, underwriters or agents, Davis Polk & Wardwell is
passing upon certain legal matters in connection with the offering of the
Securities.
INDEPENDENT ACCOUNTANTS
The financial statements of the Company included in its Annual Report on
Form 10-K for the year ended December 31, 1994 and incorporated by reference
herein, have been audited by Coopers & Lybrand L.L.P., independent
accountants, to the extent and for the periods indicated in their reports
relating to such financial statements, which are also incorporated by
reference herein, and have been so included in reliance upon the reports of
Coopers & Lybrand L.L.P. given upon their authority as experts in auditing and
accounting.
7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee..................... $344,828
Rating Agency Fees................................................ 300,000*
Fees and Expenses of Trustees..................................... 35,000*
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............................................ 15,172*
--------
Total......................................................... $800,000
========
</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>
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> <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.
4-a -- BellSouth Telecommunications, Inc. Standard Indenture Provisions
(1995-A Edition).
4-b -- Form of Supplemental Indenture to be used by the Company to issue
debt in series.
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.
23-a -- Consent of Mr. Roger M. Flynt, Jr. is contained in Exhibit 5.
24 -- Powers of Attorney.
25-a -- Statement of Eligibility of Trustee for First Alabama Bank.
25-b -- Statement of Eligibility of Trustee for AmSouth Bank of Alabama.
25-c -- Statement of Eligibility of Trustee for First American National
Bank.
</TABLE>
- --------
* Previously filed with the Securities and Exchange Commission and
incorporated by reference herein.
II-2
<PAGE>
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
II-3
<PAGE>
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 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>
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 24TH DAY OF
OCTOBER, 1995.
BellSouth Telecommunications, Inc.
/s/ Patrick H. Casey
By___________________________________
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.
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*
Edward E. Crutchfield, Jr.* /s/ Patrick H. Casey
Frank R. Day* *By__________________________________
Jere A. Drummond* Patrick H. Casey
Lloyd C. Elam* (Individually and as attorney-in-fact)
John W. Harris*
Mark C. Hollis*
Harry M. Lightsey, Jr.* October 24, 1995
Thomas H. Meeker*
- --------
* By power of attorney.
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<C> <S> <C>
-- Form of Indenture to be used by the Company to issue debt in
4 series.
-- BellSouth Telecommunications, Inc. Standard Indenture
4-a Provisions (1995-A Edition).
4-b -- Form of Supplemental Indenture to be used by the Company to
issue debt in series.
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.
-- Consent of Coopers & Lybrand L.L.P., independent
23 accountants.
24 -- Powers of Attorney.
25-a -- Statement of Eligibility of Trustee for First Alabama Bank.
25-b -- Statement of Eligibility of Trustee for AmSouth Bank of
Alabama.
25-c -- Statement of Eligibility of Trustee for First American
National Bank.
</TABLE>
<PAGE>
EXHIBIT 4
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BELLSOUTH TELECOMMUNICATIONS, INC.
AND
,
TRUSTEE
----------------
INDENTURE
DATED
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
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 (1995-A Edition) Providing for
Issuance of Debt in Series
</TABLE>
- --------
* The Table of Contents is not part of the Indenture.
<PAGE>
This Indenture, dated , between BellSouth Telecommunications,
Inc., a Georgia corporation (hereinafter sometimes referred to as the
"Company"), and , a , with its principal office at
, attn: , 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 (1995-A 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>
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___________________________________
[Corporate Seal]
Attest:
_____________________________________
[Trustee]
By___________________________________
[Corporate Seal]
Attest:
_____________________________________
2
<PAGE>
EXHIBIT 4-A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BELLSOUTH TELECOMMUNICATIONS, INC.
----------------
STANDARD INDENTURE PROVISIONS
(1995-A EDITION)
----------------
PROVIDING FOR ISSUANCE OF SECURITIES IN SERIES IN DEFINITIVE OR BOOK-ENTRY FORM
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
STANDARD INDENTURE PROVISIONS
----------------
TABLE OF CONTENTS*
----------------
ARTICLE ONE.
Definitions.
<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
Section 1.01. Certain terms defined; other terms defined in Trust
Indenture Act of 1939, as amended, or by reference
therein in Securities Act of 1933, as amended, to have
meanings therein assigned................................ 1
Authenticating Agent...................................... 1
Board of Directors........................................ 1
Board Resolution.......................................... 1
Business Day.............................................. 1
Company................................................... 1
Company Order............................................. 1
Depositary................................................ 1
Event of Default.......................................... 2
Global Security........................................... 2
Incorporating Indenture................................... 2
Indenture................................................. 2
Officers' Certificate..................................... 2
Opinion of Counsel........................................ 2
Principal Office of the Trustee........................... 2
Record Date............................................... 2
Responsible Officer....................................... 2
Security; "outstanding" with reference to Securities...... 3
Securityholder............................................ 3
Security Register......................................... 3
Series.................................................... 3
Trustee................................................... 3
Trust Indenture Act of 1939............................... 3
U.S. Government Obligations............................... 3
ARTICLE TWO.
Creation of Series, Issue, Description, Execution,
Registration, Transfer and Exchange of Securities.
Section 2.01. Securities issuable in Series............................. 4
Section 2.02. Establishment of terms and form of Series of Securities... 4
</TABLE>
- --------
* The Table of Contents is not part of the Standard Indenture Provisions.
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
Section 2.03. Registered Securities................................... 5
Date of Securities; date from which interest accrues.... 5
Record date as affecting payment of interest............ 5
Section 2.04. Execution and authentication of Securities.............. 5
Limitation on Securities of a Series.................... 5
Section 2.05. Exchanges of Securities................................. 7
Registration of transfer of Securities.................. 7
Securities to be endorsed or accompanied by instruments 7
of transfer............................................
Charges upon exchange or transfer of Securities......... 8
Restrictions on issue, registration of transfer or 8
exchange at time of redemption.........................
Section 2.06. Temporary Securities, if any............................ 8
Section 2.07. Mutilated, destroyed, lost or stolen Securities......... 8
Section 2.08. Cancellation of surrendered Securities.................. 9
Section 2.09. Provisions of the Indenture and Securities for the sole
benefit of the parties and the securityholders......... 9
ARTICLE THREE.
Redemption of Securities.
Section 3.01. Redemption prices of Securities (as set forth in form of 9
Security)..............................................
Section 3.02. Giving of notice of redemption.......................... 9
Selection of Securities in case less than all Securities 9
of a Series to be redeemed.............................
Section 3.03. When Securities called for redemption become due and 10
payable................................................
Securities of a Series redeemed in part................. 10
ARTICLE FOUR.
Particular Covenants of the Company.
Section 4.01. Payment of principal of (and premium, if any) and 10
interest on Securities.................................
Section 4.02. Maintenance of office or agency for transfer, exchange 10
and payment of Securities..............................
Section 4.03. Not to mortgage property without securing Securities 11
ratably................................................
Section 4.04. Securing of Securities upon certain consolidations, 11
mergers, sales, etc. ..................................
Section 4.05. Sale of Telephone Plant................................. 12
Section 4.06. Appointment to fill a vacancy in the office of Trustee.. 12
Section 4.07. (a) Duties of paying agent.............................. 12
(b) Company as paying agent............................. 12
(c) Turnover to Trustee by paying agent or company...... 12
(d) Holding sums in trust............................... 12
</TABLE>
ii
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
ARTICLE FIVE.
Securityholders' Lists and Reports by the Company
and the Trustee.
<C> <S> <C>
Section 5.01. Company to furnish Trustee information as to names and
addresses of securityholders........................... 12
Section 5.02. Annual and other reports to be filed by Company with
Trustee................................................ 12
Section 5.03. Trustee to transmit reports to securityholders.......... 13
Section 5.04. Certificate to be furnished by Company to Trustee....... 13
ARTICLE SIX.
Remedies of the Trustee and Securityholders on
Event of Default.
Section 6.01. Events of Default defined............................... 13
Acceleration of maturity upon Event of Default.......... 13
Waiver of default and rescission of declaration of
maturity............................................... 13
Restoration of former position and rights............... 13
Section 6.02. Covenant of Company to pay to Trustee upon demand whole
amount due on Securities on default in payment of
interest or principal (or premium, if any)............. 14
Trustee may recover judgment for whole amount due on
Securities on failure of Company to pay................ 14
Filing of proof of claim by Trustee in bankruptcy,
reorganization, receivership, or other judicial
proceedings............................................ 14
Rights of action and to assert claims may be enforced by
Trustee without possession of Securities............... 14
Trustee may enforce rights vested in it by Indenture by
appropriate judicial proceedings....................... 14
Section 6.03. Application of moneys collected by Trustee.............. 15
Section 6.04. Limitation on suits by holders of Securities............ 16
Section 6.05. Remedies cumulative..................................... 16
Delay or omission in exercise of rights not a waiver of
default................................................ 16
Section 6.06. Rights of holders of majority in principal amount of
Securities to direct Trustee and to waive defaults..... 16
Section 6.07. Trustee to give notice of defaults known to it, but may
withhold in certain circumstances...................... 16
Section 6.08. Requirement of an undertaking to pay costs in certain
suits under this Indenture or against the Trustee...... 17
</TABLE>
iii
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
ARTICLE SEVEN.
Concerning the Trustee.
<C> <S> <C>
Section 7.01. Upon Event of Default occurring and continuing, Trustee
shall exercise such powers vested in it, and use same
degree of care and skill in their exercise, as a prudent
man would use........................................... 17
Trustee not relieved from liability for negligence or
wilful misconduct except as provided in this Section.... 17
(a) Prior to Event of Default and after the curing of all
Events of Default which may have occurred.............. 17
(1) Trustee not liable except for performance of duties
specifically set forth.................................. 17
(2) In absence of bad faith, Trustee may conclusively
rely on certificates or opinions furnished it
hereunder, subject to duty to examine the same if
specifically required to be furnished to it........... 17
(b) Trustee not liable for error of judgment made in good
faith by responsible officer unless Trustee negligent.. 17
(c) Trustee not liable for action or non-action in
accordance with direction of holders of majority in
principal amount of Securities......................... 17
Section 7.02. Except as otherwise provided in Section 7.01:
(a) Trustee may rely on documents believed genuine and
properly signed or presented........................... 18
(b) Sufficient evidence by certain instruments provided
for..................................................... 18
(c) Trustee may act on Opinion of Counsel................ 18
(d) Trustee may require indemnity from securityholders... 18
(e) Trustee not liable for action in good faith believed
to be authorized........................................ 18
Section 7.03. Trustee not liable for recitals in Indenture or in
Securities.............................................. 18
No representations by Trustee as to validity of Indenture
or of Securities........................................ 18
Trustee not accountable for use of Securities or
proceeds................................................ 18
Section 7.04. Trustee, authenticating agent, paying agent or Security
registrar may own Securities............................ 18
Section 7.05. Moneys received by Trustee to be held in trust; interest
not payable except by agreement......................... 18
Section 7.06. Trustee entitled to compensation, reimbursement and
indemnity............................................... 19
Obligations to Trustee to be secured by lien prior to
Securities.............................................. 19
Section 7.07. Right of Trustee to rely on certificate of officers of
Company where no other evidence specifically
prescribed.............................................. 19
Section 7.08. Requirements for eligibility of Trustee.................. 19
Section 7.09. (a) Resignation of Trustee............................... 19
(b) Removal of Trustee by Company or by court on
securityholder's application............................ 20
(c) Removal of Trustee by holders of majority in
principal amount of Securities.......................... 20
(d) Time when resignation or removal of Trustee 20
effective...............................................
</TABLE>
iv
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
Section 7.10. Acceptance by successor to Trustee...................... 20
Successor to be qualified and eligible.................. 20
Mailing of notice of succession of a Trustee............ 20
Section 7.11. Successor to Trustee by merger, conversion,
consolidation or succession to business................ 21
Section 7.12. Appointment and qualifications of authenticating agent.. 21
Succession of authenticating agent without further act.. 21
Resignation of authenticating agent or termination of
agency................................................. 21
Compensation of authenticating agent.................... 21
ARTICLE EIGHT.
Concerning the Securityholders.
Section 8.01. (a) Form and effectiveness of securityholder action..... 21
(b) Proof of execution of instruments................... 22
(c) Proof of holding of Securities...................... 22
Section 8.02. Who may be deemed owners of Securities.................. 22
Section 8.03. Securities owned by Company or controlled or controlling
companies disregarded for certain purposes............. 22
Section 8.04. Revocation of action by securityholder; action by
securityholder binds future holders.................... 22
ARTICLE NINE.
Supplemental Indentures.
Section 9.01. Purposes for which supplemental indentures may be
entered into without consent of securityholders........ 22
Section 9.02. Modification of Indenture with consent of holders of 66
2/3% in aggregate principal amount of Securities....... 23
Section 9.03. Effect of supplemental indentures....................... 24
Opinion of Counsel...................................... 24
Section 9.04. Securities may bear notation of changes by supplemental
indentures............................................. 24
ARTICLE TEN.
Consolidation, Merger, Sale, Name Change or Conveyance.
Section 10.01. Change of name, consolidation or merger of Company and
sale or conveyance permitted........................... 24
Assumption of obligations of Company by successor
corporation or transferee.............................. 24
Section 10.02. Rights and duties of successor corporation.............. 24
Appropriate changes may be made in form of Securities... 24
Company may merge or acquire properties of other
corporations........................................... 24
Section 10.03. Opinion of Counsel...................................... 25
</TABLE>
v
<PAGE>
ARTICLE ELEVEN.
Satisfaction and Discharge of Indenture;
Indenture and Covenant Defeasance; Unclaimed Funds.
<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
Section 11.01. Satisfaction and discharge of Indenture; Indenture and 25
covenant defeasance.....................................
Section 11.02. Application by Trustee of funds deposited for payment of 26
Securities..............................................
Section 11.03 Repayment of moneys held by paying agent................. 26
Section 11.04. Repayment of funds held by Trustee....................... 26
ARTICLE TWELVE.
Immunity of Incorporators, Shareholders, Officers and Directors.
Section 12.01. Incorporators, shareholders, officers and directors of
Company exempt from individual liability................ 27
ARTICLE THIRTEEN.
Miscellaneous Provisions.
Section 13.01. Successors and assigns of Company bound by Indenture..... 27
Section 13.02. Acts of board, committee or officer of successor 27
corporation valid.......................................
Section 13.03. Surrender of powers by Company........................... 27
Section 13.04. Required notices or demands may be served by mail........ 27
Section 13.05. Officers' Certificate and Opinion of Counsel to be
furnished upon applications or demands by the Company... 27
Statements to be included in each certificate or opinion
with respect to compliance with a condition or
covenant................................................ 27
Section 13.06. Payments due on non-business days........................ 28
Section 13.07. Provisions required or deemed to be included by Trust
Indenture Act of 1939 to control........................ 28
Section 13.08. Indenture may be executed in counterparts................ 28
</TABLE>
vi
<PAGE>
ARTICLE ONE.
Definitions.
Section 1.01. The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section 1.01. All other terms used
in this Indenture which are defined in the Trust Indenture Act of 1939, as
amended, or which are by reference therein defined in the Securities Act of
1933, as amended, shall (except as herein otherwise expressly provided or
unless the context otherwise requires) have the meanings assigned to such
terms in said Trust Indenture Act and in said Securities Act as in force at
the date of this Indenture as originally executed.
Authenticating Agent:
- ---------------------
The term "authenticating agent" shall mean the agent of the Trustee, if any,
which at the time shall be appointed and acting pursuant to Section 7.12.
Board of Directors:
- -------------------
The term "Board of Directors" shall mean the Board of Directors of the
Company or the Executive Committee of such Board.
Board Resolution:
- -----------------
The term "Board Resolution" shall mean a copy of a resolution of the Board
of Directors, certified by the Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board of Directors and to be in full
force and effect.
Business Day:
- -------------
The term "business day" shall mean a day which in the city (or in any of the
cities, if more than one) where principal and interest is payable, as
specified on the face of the form of Security recited in the Incorporating
Indenture, is neither a legal holiday nor a day on which banking institutions
are authorized by law to close.
Company:
- --------
The term "Company" shall mean the party first named in the Incorporating
Indenture, and, subject to the provisions of Article Ten, shall also include
its successors and assigns.
Company Order:
- --------------
The term "Company Order" shall mean an order signed by the Chairman of the
Board of Directors or a Vice Chairman of the Board of Directors or the
President or a Vice President, and the Treasurer or an Assistant Treasurer, of
the Company.
Depositary:
- -----------
The term "Depositary" shall mean, with respect to the Securities of any
Series issuable or issued in the form of one or more Global Securities, the
Person designated as Depositary pursuant to Section 2.02 until a successor
Depositary shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter "Depositary" shall mean or include each Person
who is then a Depositary hereunder, and if at any time there is more than one
such Person, "Depositary" as used with respect to the Securities of any such
Series shall mean the Depositary with respect to the Global Securities of that
Series.
<PAGE>
Event of Default:
- -----------------
The term "Event of Default" shall mean, with respect to the Securities of
any Series, any event specified in Section 6.01, continued for the period of
time, if any, therein designated.
Global Security:
- ----------------
The term "Global Security" shall mean a Security evidencing all or a part of
a Series of Securities, issued to the Depositary for such Series in accordance
with Section 2.04 and bearing a legend as provided for by Section 2.04.
Incorporating Indenture:
- ------------------------
The term "Incorporating Indenture" shall mean the instrument into which
these Standard Indenture Provisions are incorporated by reference.
Indenture:
- ----------
The term "Indenture" shall mean the Incorporating Indenture as originally
executed, together with these Standard Indenture Provisions, or, if amended or
supplemented as herein provided, as so amended or supplemented, and shall
include the terms of a particular Series of Securities established as
contemplated herein.
Officers' Certificate:
- ----------------------
The term "Officers' Certificate" shall mean a certificate signed by the
Chairman of the Board of Directors or a Vice Chairman of the Board of
Directors or the President or a Vice President and the Comptroller, an
Assistant Comptroller, or any other accounting officer, of the Company. Each
such certificate shall include the statements provided for in Section 13.05,
if and to the extent required by the provisions thereof.
Opinion of Counsel:
- -------------------
The term "Opinion of Counsel" shall mean an opinion in writing signed by
legal counsel, who may be an employee of or of counsel to the Company or who
may be other counsel satisfactory to the Trustee. Each such opinion shall
include the statements provided for in Section 13.05, if and to the extent
required by the provisions thereof.
Principal Office of the Trustee:
- --------------------------------
The term "principal office of the Trustee", or other similar term, shall
mean the principal office of the Trustee at which at any particular time its
corporate trust business shall be administered.
Record Date:
- ------------
The term "record date" as used with respect to any semiannual interest
payment date shall have the meaning specified in Section 2.03.
Responsible Officer:
- --------------------
The term "responsible officer" when used with respect to the Trustee shall
mean the chairman of the board of directors, the vice chairman of the board of
directors, the chairman of the trust committee, the chairman of the executive
committee, the vice chairman of the executive committee, the president, any
vice president, the cashier, the secretary, the treasurer, any trust officer,
any assistant trust officer, any assistant vice president, any assistant
cashier, any assistant secretary, any assistant treasurer, or any other
officer or assistant officer of the Trustee customarily performing functions
similar to those performed by the persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with the particular subject.
2
<PAGE>
Security:
- ---------
The term "Security" or "Securities" shall mean the debentures, notes and
other obligations of the Company, as the case may be, authenticated and
delivered under this Indenture.
The term "outstanding", when used with reference to Securities of any Series
shall, subject to the provisions of Section 8.03, mean, as of any particular
time, all Securities of such Series except
(a) Securities of such Series theretofore cancelled by the Trustee or
delivered to the Trustee cancelled or for cancellation;
(b) Securities of such Series, or portions thereof, for the payment or
redemption of which moneys in the necessary amount shall have been
deposited in trust with the Trustee or with any paying agent (other than
the Company) or shall have been set aside and segregated in trust by the
Company (if the Company shall act as its own paying agent), provided that,
if such Securities, or portions thereof, are to be redeemed, notice of such
redemption shall have been given as in Article Three provided or provision
satisfactory to the Trustee shall have been made for giving such notice;
and
(c) Securities of such Series in substitution for which other Securities
shall have been authenticated and delivered, or which shall have been paid,
pursuant to the terms of Section 2.07, unless proof satisfactory to the
Trustee is presented that any such Security is held by a holder as to whom
such Security is a valid, binding and legal obligation of the Company.
Securityholder:
- ---------------
The terms "securityholder", "holder of Securities" or other similar terms
shall mean any person in whose name at the time any Security shall be
registered in the Security register.
Security Register:
- ------------------
The term "Security Register" shall mean the register or registers kept by
the Company as provided in Section 2.05.
Series:
- -------
The term "Series" shall mean a particular series of Securities created
pursuant to Section 2.02.
Trustee:
- --------
The term "Trustee" shall mean the party second named in the Incorporating
Indenture, and, subject to the provisions of Article Seven hereof, shall also
include its successors in the trust or trusts created by this Indenture, and
if, at any time, there is more than one Trustee, "Trustee" as used with
respect to the Securities of any Series shall mean the Trustee with respect to
that Series.
Trust Indenture Act of 1939:
- ----------------------------
The term "Trust Indenture Act of 1939" (except as herein otherwise expressly
provided) shall mean the Trust Indenture Act of 1939, as amended, as in force
at the date of this Indenture as originally executed.
U.S. Government Obligations:
- ----------------------------
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.
3
<PAGE>
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.
ARTICLE TWO.
Creation of Series, Issue, Description, Execution, Registration, Transfer and
Exchange of Securities.
Section 2.01. The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more Series. All Securities of a Series shall be
identical in all respects except that Securities of a Series may differ with
respect to maturity date, interest rate, redemption price and denomination.
Securities of different Series may differ in any respect; provided that all
Series of Securities shall be issued in registered form without coupons and
shall be equally and ratably entitled to the benefits of this Indenture.
Section 2.02. (a) At or prior to the issuance of Securities of any Series,
the following shall be established by or pursuant to a Board Resolution, by
Company Order or by an indenture supplemental hereto:
(1) the title of the Securities of the Series (which title shall
distinguish the Securities of the Series from the Securities of all other
Series and from all other securities issued by the Company);
(2) any limit upon the aggregate principal amount of the Securities of
the Series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the
Series pursuant to Section 2.05, 2.06, 2.07 or 3.03);
(3) the date or dates on which the principal of the Securities of the
Series is payable;
(4) the rate or rates at which the Securities of the Series shall bear
interest, if any, or the method of calculating such rate or rates of
interest, the date or dates from which such interest shall accrue, the
dates on which such interest shall be payable, the record date for the
interest payable on any interest payment date and the basis upon which
interest shall be calculated if other than that of a 360-day year of twelve
30-day months;
(5) the place or places where the principal of and interest on Securities
of the Series shall be payable;
(6) the period or periods within which, the price or prices at which and
the terms and conditions upon which Securities of the Series may be
redeemed, in whole or in part, at the option of the Company;
(7) the obligation, if any, of the Company to redeem or purchase
Securities of the Series pursuant to any sinking fund or analogous
provisions or upon the happening of a specified event or at the option of a
securityholder thereof and the period or periods within which the price or
prices at which and the terms and conditions upon which Securities of the
Series shall be redeemed or purchased, in whole or in part, pursuant to
such obligation;
(8) if in other than denominations of $1,000 and any integral multiple
thereof, the denominations in which Securities of the Series shall be
issuable;
(9) whether the Securities will be issued as Global Securities and the
form of the Securities including such legends as may be required by the
Depositary or by any laws, rules or regulations, including any rule or
regulation of any stock exchange on which the Securities of the Series may
be listed and the form of temporary Security which may be issued;
4
<PAGE>
(10) any other terms of the Series (which terms shall not be inconsistent
with the provisions of this Indenture), including any terms which may be
required by or advisable under any laws, rules or regulations, including
any rule or regulation of any stock exchange on which the Securities of the
Series may be listed, in connection with the marketing of Securities of
that Series; and
(11) any Depositaries with respect to Global Securities of the Series.
(b) If the terms and form or forms of any Series of Securities are
established by or pursuant to a Board Resolution, the Company shall deliver a
copy of such Board Resolution to the Trustee at or prior to the issuance of
such Series, with the form or forms of Security which have been approved
attached thereto. If a Board Resolution authorized the establishment of the
terms and form or forms of the Securities pursuant to Company Order, the
Company shall deliver a copy of such Board Resolution and the Company Order
approving the terms and form or forms of Security, with such form or forms of
Securities attached thereto.
(c) All Securities of any one Series need not be issued at the same time,
and unless otherwise provided, a Series may be reopened for issuances of
additional Securities of such Series.
Section 2.03. The Securities shall be issuable as registered Securities
without coupons.
Securities shall be dated the date of authentication and shall bear interest
from the applicable date.
The person in whose name any Security is registered at the close of business
on the record date with respect to an interest payment date shall be entitled
to receive the interest payable on such interest payment date notwithstanding
the cancellation of such Security upon any transfer or exchange thereof
subsequent to such record date and prior to such interest payment date;
provided, however, that if and to the extent the Company shall default in the
payment of the interest due on such interest payment date, such defaulted
interest shall be paid to the persons in whose names the Securities are
registered at the close of business on a record date established for such
payment by notice by or on behalf of the Company to the holders of the
Securities mailed by first class mail not less than fifteen days prior to such
record date to their last addresses as they shall appear upon the Security
register, such record date to be not less than five days preceding the date of
payment of such defaulted interest. Unless otherwise established pursuant to
Section 2.02, the term "record date" as used with respect to an interest
payment date shall mean, if such interest payment date is the first day of a
calendar month, the fifteenth day of the preceding calendar month and shall
mean, if such interest payment date is the fifteenth day of a calendar month,
the first day of such calendar month, unless the record date as so determined
would not be a business day, in which event, the business day next preceding.
Section 2.04. The Securities shall be signed on behalf of the Company by its
Chairman of the Board of Directors or a Vice Chairman of the Board of
Directors or its President or a Vice President, and by its Treasurer or an
Assistant Treasurer or its Secretary or an Assistant Secretary, under its
corporate seal which may, but need not, be attested. Each such signature upon
the Securities may be in the form of a facsimile signature of any such officer
and may be imprinted or otherwise reproduced on the Securities and for that
purpose the Company may adopt and use the facsimile signature of any person
who has been or is or shall be such officer, and in case any such officer of
the Company signing any of the Securities shall cease to be such officer
before the Securities so signed shall have been authenticated and delivered by
the Trustee or by the authenticating agent on its behalf, or disposed of by
the Company, such Securities nevertheless may be authenticated and delivered
or disposed of as though such person had not ceased to be such officer of the
Company. The seal of the Company may be in the form of a facsimile thereof and
may be impressed, affixed, imprinted or otherwise reproduced on the
Securities.
Only such Securities as shall bear thereon a certificate of authentication,
substantially in the form established pursuant to Section 2.02, duly executed
by the Trustee or by the authenticating agent on its behalf shall be entitled
to the benefits of this Indenture or be valid or obligatory for any purpose.
Such certificate by the Trustee or by the authenticating agent on its behalf
upon any Security executed by the Company shall be conclusive evidence that
the Security so authenticated has been duly authenticated and delivered
hereunder and that the holder is entitled to the benefits of this Indenture.
5
<PAGE>
If it shall be established pursuant to Section 2.02 that the Securities of a
Series are to be issued in the form of one or more Global Securities, then the
Company shall execute and the Trustee or an authenticating agent shall, in
accordance with this Section and Section 2.02 with respect to such Series,
authenticate and deliver one or more Global Securities that (i) shall
represent and shall be denominated in an amount equal to the aggregate
principal amount of all of the Securities of such Series issued and not yet
cancelled, having identical terms, (ii) shall be registered in the name of the
Depositary for such Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee or by the authenticating
agent on its behalf to such Depositary or pursuant to such Depositary's
instructions and (iv) shall bear a legend restricting transfer unless
presented by or on behalf of the Depositary.
Each Depositary designated pursuant to Section 2.02 must, at the time of its
designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934 and any other
applicable statute or regulation.
The Trustee or an authenticating agent shall at any time, and from time to
time, authenticate and deliver Securities of any Series executed and delivered
by the Company for original issue in an aggregate principal amount not in
excess of the principal amount authorized for such Series, upon receipt by the
Trustee of (i) a Company Order for the authentication and delivery of such
Securities, (ii) if the terms and form of the Securities of such Series have
been established by a Company Order or pursuant to a Board Resolution as
permitted by Section 2.02, a copy of such Company Order, Board Resolution and
any Officers' Certificate that may be required pursuant to Section 2.02(b) and
(iii) an Opinion of Counsel to the effect that:
(1) if the form of such Securities has been established by a Board
Resolution or Company Order as permitted by Section 2.02, that such form
has been established in conformity with the provisions of this Indenture;
(2) if the terms of a particular issue of Securities of that Series have
been or are to be established by or pursuant to a Board Resolution or
Company Order as permitted by Section 2.02, that upon delivery of such
Board Resolution or Company Order such terms will have been established in
conformity with the provisions of this Indenture; and
(3) that such Securities, when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally
binding obligations of the Company entitled to the benefits of this
Indenture.
Upon the authentication and delivery of the Securities pursuant to Company
Order as described above, the Trustee shall execute and deliver to the Company
an opinion of its legal counsel, who may be an employee of or counsel to the
Trustee, to the effect that:
(1) the Trustee is duly organized and existing under applicable law; the
authority of the Trustee to exercise trust powers, as described in the Form
T-1 filed with the Securities and Exchange Commission with respect to the
Securities, remains in full force and effect; and the Trustee is duly and
validly registered as a transfer agent in accordance with Section 17A of
the Securities Exchange Act of 1934, as amended;
(2) this Indenture has been duly executed and delivered by the Trustee
and constitutes a valid and binding agreement of the Trustee; and
(3) the Securities have been duly authenticated and delivered by the
Trustee pursuant to Company Order.
If the terms and form of such Securities have been established by or
pursuant to a Board Resolution or Company Order as permitted by Section 2.02,
the Trustee shall not be required to authenticate such Securities if the issue
of such Securities pursuant to this Indenture will materially and adversely
affect the Trustee's own rights, duties or immunities under the Securities and
this Indenture.
The aggregate principal amount of Securities of any Series outstanding at
any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, any Company Order
6
<PAGE>
or supplemental indenture pursuant to Section 2.02 or in any additional Board
Resolution, Company Order or supplemental indenture which shall reopen a
Series of Securities pursuant to Section 2.02.
Section 2.05. Securities of any Series may be exchanged for a like aggregate
principal amount of Securities of such Series in other authorized
denominations. Securities to be exchanged shall be surrendered at the office
or agency to be maintained by the Company as provided in Section 4.02 (or at
either of said offices or agencies if more than one), and the Company shall
execute and register and the Trustee or the authenticating agent on its behalf
shall authenticate and deliver in exchange therefor the Security or Securities
which the securityholder making the exchange shall be entitled to receive.
The Company or its agent shall keep, at the office or agency to be
maintained by the Company as provided in Section 4.02 (or at least one of said
offices or agencies, if more than one), a register or registers in which,
subject to such reasonable regulations as it may prescribe, the Company or its
agent shall register Securities of each Series and shall register the transfer
of Securities as in this Article Two provided. Any such register shall be in
written form or in any other form capable of being converted into written form
within a reasonable time. At all reasonable times the information contained in
such register or registers shall be available for inspection by the Trustee.
Upon due presentment for registration of transfer of a Security of any Series
at such office or agency, the Company shall execute and register and the
Trustee or the authenticating agent on its behalf shall authenticate and
deliver in the name of the transferee or transferees a new Security or
Securities of such Series for a like aggregate principal amount.
All Securities presented for registration of transfer or for exchange,
redemption or payment shall (if so required by the Company or the Trustee) be
duly endorsed by, or be accompanied by, a written instrument or instruments of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the holder or his attorney duly authorized in writing.
The Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange
or transfer of Securities. No service charge shall be made for any such
transaction.
The Company shall not be required (a) to issue, register the transfer of or
exchange Securities of any Series for a period of fifteen days next preceding
any selection of Securities of such Series to be redeemed, or (b) to register
the transfer of or exchange any Securities of any Series selected, called or
being called for redemption as a whole or the portion being redeemed of any
Securities of such Series selected, called or being called for redemption in
part.
Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for Securities in definitive form, a Global
Security representing all or a portion of the Securities of a Series may not
be transferred, except as a whole by the Depositary for such Series 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 for such Series or a nominee of such
successor Depositary.
If at any time the Depositary for any Securities of a Series represented by
one or more Global Securities notifies the Company that it is unwilling or
unable to continue as Depositary for such Securities or if at any time the
Depositary for such Securities shall no longer be eligible under Section 2.04,
the Company shall appoint a successor Depositary with respect to such
Securities. If a successor Depositary for such Securities is not appointed
within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company's election pursuant to Section 2.02 that such
Securities be represented by one or more Global Securities shall no longer be
effective and the Company will execute, and the Trustee or an authenticating
agent, upon receipt of an Officer's Certificate for the authentication and
delivery of definitive Securities of such Series, will authenticate and
deliver, Securities of such Series in definitive registered form without
coupons, in any authorized denominations, in an aggregate principal amount
equal to the principal amount of the Global Security or Securities
representing such Securities in exchange for such Global Security or
Securities.
7
<PAGE>
The Company may at any time and in its sole discretion determine that the
Securities of any Series issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Securities. In such
event the Company will execute, and the Trustee or an authenticating agent,
upon receipt of an Officer's Certificate for the authentication and delivery
of definitive Securities of such Series, will authenticate and deliver,
Securities of such Series in definitive registered form without coupons, in
any authorized denominations, in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such
Securities, in exchange for such Global Security or Securities.
If specified by the Company pursuant to Section 2.02 with respect to
Securities represented by a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or
in part for Securities of the same Series in definitive registered form on
such terms as are acceptable to the Company and such Depositary. Thereupon,
the Company shall execute, and the Trustee or an authenticating agent shall
authenticate and deliver, without service charge,
(i) to the person specified by such Depositary a new Security or
Securities of the same Series, of any authorized denominations as requested
by such person, in an aggregate principal amount equal to and in exchange
for such person's beneficial interest in the Global Security; and
(ii) to such Depositary a new Global Security in a denomination equal to
the difference, if any, between the principal amount of the surrendered
Global Security and the aggregate principal amount of Securities
authenticated and delivered pursuant to clause (i) above.
Upon the exchange of a Global Security for Securities in definitive
registered form, in authorized denominations, such Global Security shall be
cancelled by the Trustee. Securities in definitive registered form issued in
exchange for a Global Security pursuant to this Section shall be registered in
such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee or an agent of the
Company or the Trustee. The Trustee or an authenticating agent shall deliver
such Securities to or as directed by the persons in whose names such
Securities are so registered.
Section 2.06. Pending the preparation of definitive Securities of any
Series, the Company may execute and register and the Trustee shall
authenticate and deliver temporary Securities (printed, lithographed or
typewritten) of such Series. Temporary Securities of any Series may be of any
denomination and substantially in the form of the definitive Securities of
such Series, but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Company.
Temporary Securities may be issued without a recital of the specific
redemption prices set forth in the form of Security recited in the
Incorporating Indenture and may contain such reference to any provisions of
this Indenture as may be appropriate. Every temporary Security shall be
executed and registered by the Company and be authenticated by the Trustee or
by the authenticating agent on its behalf upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities. Without unreasonable delay the Company shall execute and register
and shall furnish definitive Securities and thereupon temporary Securities may
be surrendered in exchange therefor at the office or agency to be maintained
by the Company as provided in Section 4.02 (or at any of said offices or
agencies, if more than one), and the Trustee or the authenticating agent on
its behalf shall authenticate and deliver in exchange for such temporary
Securities of any Series a like aggregate principal amount of definitive
Securities of such Series of authorized denominations. Until so exchanged, the
temporary Securities shall be entitled to the same benefits under this
Indenture as definitive Securities of the same Series.
Section 2.07. In case any temporary or definitive Security of any Series
shall become mutilated or be destroyed, lost or stolen, the Company in its
discretion may execute and register, and upon its request the Trustee shall
authenticate and deliver, a new Security of such Series, bearing a number not
contemporaneously outstanding, in exchange and substitution for the Security
so mutilated, or in lieu of and substitution for the Security so destroyed,
lost or stolen. In every case the applicant for a substituted Security shall
furnish to the Company and to the Trustee such security or indemnity as may be
required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company
and to
8
<PAGE>
the Trustee evidence to their satisfaction of the destruction, loss or theft
of such Security and of the ownership thereof. The Trustee may authenticate
any such substituted Security and deliver the same upon the written request or
authorization of any officer of the Company. Upon the issuance of any
substituted Security, the Company may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses connected therewith and in addition a further
sum not exceeding two dollars for each Security so issued in substitution. In
case any Security which has matured or is about to mature shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing
a substitute Security, pay or authorize the payment of such Security (without
surrender thereof except in the case of a mutilated Security) if the applicant
for such payment shall furnish to the Company and the Trustee such security or
indemnity as the Company and the Trustee may require to save each of them
harmless and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft
of such Security and of the ownership thereof.
Every substituted Security issued pursuant to the provisions of this Section
2.07 by virtue of the fact that any Security is destroyed, lost or stolen
shall, with respect to such Security, constitute an additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen
Security shall at any time be enforceable by anyone, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any and
all other Securities duly issued under this Indenture. All Securities shall be
held and owned upon the express condition that (to the extent lawful) the
foregoing provisions shall be exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities and shall preclude
any and all other rights or remedies, notwithstanding any law or statute now
existing or hereafter enacted to the contrary with respect to the replacement
or payment of negotiable instruments or other securities without their
surrender.
Section 2.08. All Securities surrendered for payment, redemption, exchange
or registration of transfer shall, if surrendered to the Company, the
authenticating agent or any paying agent, be cancelled and delivered to the
Trustee or, if surrendered to the Trustee, be cancelled by it, and no
Securities shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Indenture. On request of the Company, the
Trustee shall deliver to the Company cancelled Securities held by the Trustee.
With the consent of the Company, the Trustee may destroy cancelled Securities
and deliver a certificate of such destruction to the Company. If the Company
shall acquire any of the Securities, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by
such Securities unless and until the same are cancelled and delivered to the
Trustee or surrendered to the Trustee for cancellation.
Section 2.09. Nothing in this Indenture, any supplemental indenture, any
Company Order, any Board Resolution or in any Securities, expressed or
implied, shall give or be construed to give to any person other than the
parties hereto and their successors and the holders of any Securities any
legal or equitable right, remedy or claim under or in respect hereof or
thereof or under any covenant, condition or provision herein or therein
contained, all the covenants, conditions and provisions hereof and thereof
being for the sole benefit of the respective parties hereto and thereto and
their successors and of the holders of the Securities.
ARTICLE THREE.
Redemption of Securities.
Section 3.01. The Company may, at its option, redeem all or from time to
time any part of the Securities of any Series at the applicable times and
redemption prices set forth in the form of Security of such Series recited in
the applicable instrument creating such Series, together with accrued interest
to the date fixed for redemption.
Section 3.02. In case the Company shall desire to exercise such right to
redeem all or any part of the Securities of any Series, as the case may be, in
accordance with the right reserved so to do, it shall fix a date for
redemption and shall give notice of such redemption to the holders of the
Securities of such Series to be redeemed as a whole or in part by mailing a
notice of such redemption by first class mail 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
9
<PAGE>
Security register for such Series. Any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given,
whether or not the holder receives the notice. In any case, failure duly to
give notice by mail, or any defect in the notice, to the holder of any
Security designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security.
Each such notice of redemption shall specify the date fixed for redemption
and the redemption price at which Securities are to be redeemed and shall
state that payment of the redemption price of the Securities or portions
thereof to be redeemed will be made at the office or agency to be maintained
by the Company as provided in Section 4.02 (or any of said offices or
agencies, if more than one) upon presentation and surrender of such
Securities, that interest accrued to the date fixed for redemption will be
paid as specified in said notice, and that on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue. If
less than all the Securities of a Series are to be redeemed, each notice of
redemption shall identify which of such Securities are to be redeemed. In case
any Security is to be redeemed in part only, the notice shall state the
portion of the principal amount thereof to be redeemed and shall state that on
and after the date fixed for redemption, upon presentation and surrender of
such Security, a new Security or Securities in principal amount equal to the
unredeemed portion thereof of the same Series will be issued.
If less than all the Securities of a Series are to be redeemed, the Company
shall give the Trustee adequate notice in advance as to the aggregate
principal amount of Securities of such Series to be redeemed, and thereupon
the Trustee shall select, in such manner as in its sole discretion it shall
deem appropriate and fair, the Securities or portions thereof to be redeemed
and shall thereafter promptly notify the Company in writing which of the
Securities or portions thereof are to be redeemed.
Section 3.03. If the giving of notice of redemption shall have been
completed as above provided, the Securities or portions of Securities
identified in such notice shall become due and payable on the date and at the
place or places stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption, and unless
the Company shall default in the payment of such Securities at the redemption
price, together with interest accrued to said date, interest on the Securities
or portions of Securities so called for redemption shall cease to accrue on
and after said date. On presentation and surrender of such Securities at said
place or places of payment in said notice specified, such Securities or the
portions thereof to be redeemed shall be paid and redeemed by the Company at
the applicable redemption price, together with interest accrued thereon to the
date fixed for redemption.
Upon presentation and surrender of any Security which is redeemed in part
only, the Company shall execute and register and the Trustee or the
authenticating agent on its behalf shall authenticate and deliver, at the
expense of the Company, a new Security or Securities of the same Series, of
authorized denominations, in principal amount equal to the unredeemed portion
of the Security so presented.
ARTICLE FOUR.
Particular Covenants of the Company.
Section 4.01. The Company will duly and punctually pay or cause to be paid
the principal of (and premium, if any) and interest on each of the Securities,
to or upon the written order of the holders thereof, at the place or places,
at the respective times and in the manner provided in the Securities and in
this Indenture.
Section 4.02. As long as any of the Securities of any Series remain
outstanding, the Company will maintain an office or agency at such place or
places, as shall be specified in the form of Security recited in the
instrument creating such Series as a place for payment of principal and
interest or at such other place or places as the Company from time to time
shall designate and thereafter set forth on the certificates representing the
Securities of such Series where such Securities may be presented for
registration of transfer and for exchange as in this Indenture provided, where
notices and demands to or upon the Company in respect of the Securities of
10
<PAGE>
such Series or of this Indenture may be served and where the Securities of
such Series may be presented for payment. The Company will give to the Trustee
notice of the location of each such office or agency and of any change in the
location thereof. In case the Company shall fail to maintain any such office
or agency or shall fail to give such notice of the location or of any change
in the location thereof, presentations may be made and notices and demands may
be served at the principal office of the Trustee.
Section 4.03. If the Company shall at any time mortgage, pledge or otherwise
subject to any lien the whole or any part of any property or assets now owned
or hereafter acquired by it, except as hereinafter provided in this Section
4.03 or in Section 4.04, the Company will secure the outstanding Securities,
and any other obligations of the Company which may then be outstanding and
entitled to the benefit of a covenant similar in effect to this covenant,
equally and ratably with the indebtedness or obligations secured by such
mortgage, pledge or lien, so long as any such indebtedness or obligations
shall be so secured. The foregoing covenant shall not apply to the creation of
purchase-money mortgages or liens, or to the extension, renewal or refunding
thereof, or to the making of any deposit or pledge to secure public or
statutory obligations or with any governmental agency at any time required by
law in order to qualify the Company to conduct its business or any part
thereof or in order to entitle it to maintain self-insurance or to obtain the
benefits of any law relating to workmen's compensation, unemployment
insurance, old age pensions or other social security, or with any court,
board, commission or governmental agency as security incident to the proper
conduct of any proceeding before such court, board, commission or governmental
agency. Nothing herein contained shall prevent a subsidiary or other affiliate
of the Company from mortgaging, pledging or subjecting to any lien any
property or assets whether or not acquired by such subsidiary or affiliate
from the Company.
Section 4.04. If, upon any consolidation of the Company with or its merger
into any other corporation, or upon any sale or conveyance of the property of
the Company as an entirety or substantially as an entirety to any other
corporation, or upon any merger of any other corporation into the Company, or
upon any acquisition by the Company of the property of any other corporation
as an entirety or substantially as an entirety, any of the property or assets
owned by the Company immediately prior to such consolidation, merger, sale,
conveyance or acquisition would thereupon become subject to any mortgage,
security interest, pledge or lien, the Company, prior to such consolidation,
merger, sale, conveyance or acquisition, will secure the outstanding
Securities and any other obligations of the Company which may then be
outstanding and entitled to the benefit of a covenant similar in effect to
this covenant, equally and ratably, by a direct lien on all such property or
assets of the Company, prior to any mortgage, security interest, pledge or
lien to which such property or assets would become subject by reason of such
consolidation, merger, sale, conveyance or acquisition.
In case of any consolidation of the Company with or its merger into any
other corporation or of any sale or conveyance of the property of the Company
as an entirety or substantially as an entirety to any other corporation or of
the merger of any other corporation into the Company or of the acquisition by
the Company of the property of any other corporation as an entirety or
substantially as an entirety, in consequence of which the Company shall not be
required to secure the Securities pursuant to the provisions of this Section
4.04, the Company will furnish to the Trustee a certificate to this effect
signed by the President or a Vice President and the Treasurer or an Assistant
Treasurer of the Company; and, subject to the provisions of Section 7.01 and
of Section 7.02, the Trustee may conclusively rely on any such certificate as
to the truth of the statements therein contained.
In case the Securities have been secured pursuant to the provisions of this
Section 4.04 by a direct lien on substantially all of the telephone plant, and
on all securities of affiliates, owned by the Company, the covenants contained
in this Section 4.04 and in Section 4.03 shall no longer be of any force or
effect.
For the purposes of this Section 4.04, the word "securities" means stocks,
bonds, debentures, notes, and all other indebtedness (whether or not evidenced
by any bond, security, note or other written instrument) arising from
borrowing or otherwise, except indebtedness (other than that arising from
borrowing) incurred in the ordinary course of business.
11
<PAGE>
Section 4.05. The Company covenants that it will not sell or otherwise
dispose of all or substantially all of its telephone plant, except in
accordance with the provisions of Section 10.01.
Section 4.06. The Company, whenever necessary to avoid or fill a vacancy in
the office of Trustee, will appoint, in the manner provided in Section 7.09, a
Trustee, so that there shall at all times be a Trustee hereunder.
Section 4.07. (a) Whenever the Company shall appoint for any Series of
Securities a paying agent other than the Trustee, it will cause such paying
agent to execute and deliver to the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 4.07,
(1) that it will hold all sums held by it as such agent for the payment
of the principal of (and premium, if any) or interest on the Securities of
such Series (whether such sums have been paid to it by the Company or by
any other obligor on such Securities) in trust for the benefit of the
respective holders of the Securities entitled thereto and will notify the
Trustee of the receipt of sums to be so held, and
(2) that it will promptly give the Trustee notice of any failure by the
Company (or by any other obligor on such Securities) to make any payment of
the principal of (or premium, if any) or interest on such Securities when
the same shall be due and payable.
(b) If the Company shall act as its own paying agent for any Series of
Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on the Securities of such Series, set aside,
segregate and hold in trust for the benefit of the respective holders of the
Securities entitled thereto a sum sufficient to pay such principal (and
premium, if any) or interest so becoming due. The Company will promptly notify
the Trustee of any failure to take such action.
(c) Anything in this Section 4.07 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid
to the Trustee all sums held in trust by it or any paying agent hereunder as
required by this Section 4.07, such sums to be held by the Trustee upon the
trusts herein contained.
(d) Anything in this Section 4.07 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 4.07 is subject to
the provisions of Sections 11.03 and 11.04.
ARTICLE FIVE.
Securityholders' Lists and Reports by the Company and the Trustee.
Section 5.01. If and so long as the Trustee shall not be the registrar for
the Securities of any Series, the Company will furnish or cause to be
furnished to the Trustee a list in such form as the Trustee may reasonably
require of the names and addresses of the holders of Securities of such
Series:
(a) semiannually, not more than 15 days after each record date for the
payment of interest on such Securities, as specified in the form of
Security recited in the instrument creating such Series, as of such record
date, and
(b) at such other times as the Trustee may request in writing, within 30
days after receipt by the Company of any such request, as of a date not
more than 15 days prior to the time such information is furnished.
Section 5.02. The Company covenants to file with the Trustee, within fifteen
days after the Company is required to file the same with the Securities and
Exchange Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the
foregoing as said Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with said Commission
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934, as amended.
12
<PAGE>
Section 5.03. Any Trustee's report required under Section 313(a) of the
Trust Indenture Act of 1939 as to the Securities of any Series shall be
transmitted on or before the applicable Trustee Reporting Date, as designated
in the instrument creating such Series, in each year following the date
hereof, so long as any Securities of such Series are outstanding hereunder,
and shall be dated as of a date convenient to the Trustee no more than 60 nor
less than 45 days prior thereto.
Section 5.04. To the extent required by the Trust Indenture Act of 1939 as
to the Securities of any Series, the Company will annually furnish to the
Trustee on or before the date the Company is required to file its annual
report with the Trustee pursuant to Section 5.02 (beginning with the
applicable year designated as the Company Certificate Commencement Year in the
instrument creating such Series) a brief certificate (which need not comply
with Section 13.05) from the principal executive, financial or accounting
officer of the Company as to his or her knowledge of the Company's compliance
with all conditions and covenants under this Indenture (such compliance to be
determined without regard to any period of grace or requirement of notice
provided under this Indenture).
ARTICLE SIX.
Remedies of the Trustee and Securityholders on Event of Default.
Section 6.01. In case one or more of the following Events of Default with
respect to the Securities of any Series shall have occurred and be continuing,
that is to say:
(a) default in the payment of any instalment of interest upon any of the
Securities of such Series as and when the same shall become due and
payable, and continuance of such default for a period of ninety days; or
(b) default in the payment of the principal of (or premium, if any, on)
any of the Securities of such Series as and when the same shall become due
and payable either at maturity, upon redemption, by declaration or
otherwise; or
(c) failure on the part of the Company duly to observe or perform any
other of the covenants or agreements on the part of the Company in the
Securities of such Series or in this Indenture or in any indenture
supplemental hereto for a period of ninety days after the date on which
written notice of such failure, requiring the Company to remedy the same,
shall have been given to the Company by the Trustee or to the Company and
the Trustee by the holders of at least twenty-five precent in aggregate
principal amount of the Securities of such Series at the time outstanding;
or
(d) a court having jurisdiction in the premises shall enter a decree or
order in respect of the Company in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Company or for any substantial
part of its property, or ordering the winding up or liquidation of its
affairs and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or
(e) the Company shall commence a voluntary case under any applicable
bankruptcy, insolvency or similar law now or hereafter in effect, or shall
consent to the entry of an order for relief in an involuntary case under
any such law, or shall consent to the appointment of or taking possession
by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or
similar official) of the Company or for any substantial part of its
property, or shall make any general assignment for the benefit of
creditors, or shall fail generally to pay its debts as they become due or
shall take any corporate action in furtherance of any of the foregoing;
then and in each and every such case, unless the principal of all the
Securities of such Series shall have already become due and payable, either
the Trustee or the holders of not less than twenty-five percent in aggregate
principal amount of the Securities of such Series then outstanding hereunder,
by notice in writing to the Company
13
<PAGE>
(and to the Trustee if given by securityholders), may declare the principal of
all the Securities of such Series to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in any Board Resolution or Company
Order creating such Series or in any indenture supplemental hereto or in the
Securities of such Series contained to the contrary notwithstanding. This
provision, however, is subject to the condition that if, at any time after the
principal of such Securities shall have been so declared due and payable, and
before any judgment or decree for the payment of the moneys due shall have
been obtained or entered as hereinafter provided, the Company shall pay, or
shall deposit with the Trustee a sum sufficient to pay, all matured
instalments of interest upon all such Securities and the principal of (and
premium, if any, on) any and all such Securities which shall have become due
otherwise than by declaration, with interest upon such principal (and premium,
if any) and (to the extent that payment of such interest is enforceable under
applicable law) upon any overdue instalments of interest at the same rate as
the rate of interest specified in such Securities, to the date of such payment
or deposit, and such amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents and counsel, and all other expenses
and liabilities incurred, and all advances made, by the Trustee except as a
result of its negligence or bad faith, and if any and all defaults under this
Indenture, other than the nonpayment of the principal of such Securities which
shall have become due by declaration, shall have been remedied--then and in
every such case the holders of a majority in aggregate principal amount of
such Securities then outstanding by written notice to the Company and to the
Trustee may waive all defaults and rescind and annul such declaration and its
consequences; but no such waiver or rescission or annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent
thereon.
In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned
because of such waiver or rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such
case the Company, the Trustee and the holders of such Securities shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Company, the Trustee and the holders of
such Securities shall continue as though no such proceedings had been taken.
Section 6.02. The Company covenants that (1) in case default shall be made
in the payment of any instalment of interest on any of the Securities of any
Series, as and when the same shall become due and payable, and such default
shall have continued for a period of ninety days, or (2) in case default shall
be made in the payment of the principal of (or premium, if any, on) any of
such Securities when the same shall have become due and payable, whether upon
maturity or upon redemption or upon declaration or otherwise--then, upon
demand of the Trustee, the Company will pay to the Trustee, for the benefit of
the holders of such Securities, the whole amount that then shall have become
due and payable on all such Securities for principal (and premium, if any) and
interest, with interest upon any overdue principal (and premium, if any) and
(to the extent that payment of such interest is enforceable under applicable
law) upon any overdue instalments of interest at the same rate as the rate of
interest specified in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover reasonable compensation to the Trustee,
its agents and counsel, and all other expenses and liabilities incurred, and
all advances made, by the Trustee except as a result of its negligence or bad
faith.
In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree and may enforce any
such judgment or final decree against the Company or other obligor upon such
Securities and collect in the manner provided by law out of the property of
the Company or other obligor upon such Securities wherever situated the moneys
adjudged or decreed to be payable.
In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor upon the Securities of any
Series under Title 11 of the United States Code or any other applicable law,
or in case a receiver or trustee shall have been appointed for the property of
the Company or such other obligor, or in case of any other judicial
proceedings relative to the Company or other obligor upon
14
<PAGE>
such Securities, or to the creditors or property of the Company or such other
obligor, the Trustee, irrespective of whether the principal of such Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section 6.02, shall be entitled and
empowered, by intervention in such proceedings or otherwise, to file and prove
a claim or claims for the whole amount of principal and interest owing and
unpaid in respect of such Securities and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for reasonable compensation to the Trustee, its
agents and counsel, and for reimbursement of all expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of its
negligence or bad faith) and of the securityholders allowed in any judicial
proceedings relative to the Company or other obligor upon such Securities, or
to the creditors or property of the Company or such other obligor, and to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute all amounts received with respect to the claims
of the securityholders and of the Trustee on their behalf; and any receiver,
assignee or trustee in bankruptcy or reorganization is hereby authorized by
each of the securityholders to make payments to the Trustee and, in the event
that the Trustee shall consent to the making of payments directly to the
securityholders, to pay to the Trustee such amount as shall be sufficient to
cover reasonable compensation to the Trustee, its agents and counsel, and all
other expenses and liabilities incurred, and all advances made, by the Trustee
except as a result of its negligence or bad faith.
All rights of action and to assert claims under this Indenture, or under any
of the Securities of any Series, may be enforced by the Trustee without the
possession of any of such Securities or the production thereof on any trial or
other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be for the ratable benefit
of the holders of such Securities.
In case of a default hereunder the Trustee may in its discretion proceed to
protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant
or agreement contained in this Indenture or in aid of the exercise of any
power granted in this Indenture, or otherwise, and the Trustee may enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.
Section 6.03. Any moneys collected by the Trustee pursuant to Section 6.02
shall be applied in the order following, at the date or dates fixed by the
Trustee and, in case of the distribution of such moneys on account of
principal (or premium, if any) or interest, upon presentation of the several
Securities and stamping thereon the payment if only partially paid, and upon
surrender thereof if fully paid:
First: To the payment of costs and expenses of collection, reasonable
compensation to the Trustee, its agents and counsel, and all other expenses
and liabilities incurred, and all advances made, by the Trustee except as a
result of its negligence or bad faith;
Second: In case the principal of the Securities of any Series shall not
have become due, to the payment of interest on such Securities, in the
order of the maturity of the instalments of such interest, with interest
(to the extent that such interest has been collected by the Trustee) upon
the overdue instalments of interest at the same rate as the rate of
interest specified in such Securities, such payments to be made ratably to
the persons entitled thereto;
Third: In case the principal of such Securities shall have become due by
declaration or otherwise, to the payment of the whole amount then owing and
unpaid upon such Securities for principal (and premium, if any) and
interest, with interest upon the overdue principal (and premium, if any),
and (to the extent that such interest has been collected by the Trustee)
upon overdue instalments of interest, at the same rate as the rate of
interest specified in such Securities; and in case such moneys shall be
insufficient to pay in full the whole amount so due and unpaid upon such
Securities, then to the payment of such principal (and premium, if any) and
interest, without preference or priority of principal (and premium, if any)
over interest, or of interest over principal (and premium, if any), or of
any instalment of interest over any other instalment of interest, or of any
Security over any other Security, ratably to the aggregate of such
principal (and premium, if any) and interest.
15
<PAGE>
Section 6.04. No holder of any Security of any Series shall have any right
by virtue or by availing of any provision of this Indenture to institute any
action or proceedings at law or in equity or in bankruptcy or otherwise upon
or under or with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless such holder
previously shall have given to the Trustee written notice of an Event of
Default with respect to such Series and unless also the holders of not less
than twenty-five percent in aggregate principal amount of such Securities then
outstanding shall have made written request upon the Trustee to institute such
action or proceedings in its own name as trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby and the
Trustee for sixty days after its receipt of such notice, request and offer of
indemnity, shall have failed to institute any such action or proceedings and
no direction inconsistent with such written request shall have been given to
the Trustee pursuant to Section 6.06; it being understood and intended and
being expressly covenanted by the taker and holder of every such Security with
every other taker and holder and the Trustee that no one or more holders of
such Securities shall have any right in any manner whatever by virtue or by
availing of any provision of this Indenture to affect, disturb or prejudice
the rights of any other holder of such Securities, or to obtain or seek to
obtain priority over or preference to any other such holder, or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all holders of such Securities. For the
protection and enforcement of the provisions of this Section 6.04, each and
every securityholder and the Trustee shall be entitled to such relief as can
be given either at law or in equity.
Notwithstanding any other provision in this Indenture, however, the right of
any holder of any Security of any Series to receive payment of the principal
of and interest on such Security, on or after the respective due dates
expressed in such Security, or to institute suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected without the consent of such holder.
Section 6.05. All powers and remedies given by this Article Six to the
Trustee or to the securityholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any thereof or of any other powers and
remedies available to the Trustee or the securityholders, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture, and no delay or omission
of the Trustee or of any holder of any of such Securities in exercising any
right or power accruing upon any default occurring and continuing as aforesaid
shall impair any such right or power or shall be construed to be a waiver of
any such default or an acquiescence therein; and, subject to the provisions of
Section 6.04, every power and remedy given by this Article Six or by law to
the Trustee or to the securityholders may be exercised from time to time and
as often as shall be deemed expedient, by the Trustee or by the
securityholders.
Section 6.06. The holders of a majority in aggregate principal amount of the
Securities of any Series at the time outstanding shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee. Prior to the declaration of the maturity of such Securities as
provided in Section 6.01, the holders of a majority in aggregate principal
amount of such Securities at the time outstanding may on behalf of the holders
of all such Securities waive any past default hereunder and its consequences,
except a default in the payment of the principal of (or premium, if any) or
interest on any of such Securities. In the case of any such waiver, the
Company, the Trustee and the holders of such Securities shall be restored to
their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon.
Section 6.07. The Trustee shall, within ninety days after the occurrence of
a default with respect to any Series, give to all holders of Securities of
such Series, as the names and addresses of such holders appear on the Security
register for such Series, notice by mail of all defaults known to the Trustee
with respect to such Series, unless such defaults shall have been cured before
the giving of such notice (the term "default" or "defaults" for the purposes
of this Section 6.07 being hereby defined to be any event or events, as the
case may be, specified in clauses (a), (b), (c), (d) and (e) of Section 6.01,
not including periods of grace, if any, provided for therein and irrespective
of the giving of written notice specified in clause (c) of Section 6.01);
provided, that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest on any of the Securities
16
<PAGE>
of any Series, the Trustee shall be protected in withholding such notice if
and so long as the board of directors, the executive committee, or a trust
committee of directors and/or responsible officers, of the Trustee in good
faith determines that the withholding of such notice is in the interests of
the securityholders.
Section 6.08. All parties to this Indenture agree, and each holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for
any action taken or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section 6.08 shall not apply to any suit
instituted by the Trustee, to any suit instituted by any securityholder, or
group of securityholders, holding in the aggregate more than ten percent in
principal amount of the Securities of any Series outstanding, or to any suit
instituted by any securityholder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security of such Series
on or after the due date expressed in such Security.
ARTICLE SEVEN.
Concerning the Trustee.
Section 7.01. The Trustee, prior to the occurrence of an Event of Default
and after the curing of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default has occurred (which has
not been cured) the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.
No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act,
or its own wilful misconduct, except that
(a) prior to the occurrence of an Event of Default and after the curing
of all Events of Default which may have occurred:
(1) the duties and obligations of the Trustee shall be determined
solely by the express provisions of this Indenture, and the Trustee
shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into this Indenture
against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such
certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a
duty to examine the same to determine whether or not they conform to
the requirements of this Indenture;
(b) the Trustee shall not be liable for any error of judgment made in
good faith by a responsible officer, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of
the holders of not less than a majority in aggregate principal amount of
the Securities of any Series at the time outstanding (determined as
provided in Section 8.03) relating to the time, method and place of
conducting any proceeding for any remedy with respect to such Series
available to the Trustee, or exercising any trust power conferred upon the
Trustee, under this Indenture.
No provision of this Indenture shall require the Trustee to expend or risk
its own funds or otherwise incur any financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or
17
<PAGE>
powers, if there shall be reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
This Section 7.01 is in furtherance of and subject to Sections 315 and 316
of the Trust Indenture Act of 1939.
Section 7.02. In furtherance of and subject to the Trust Indenture Act of
1939, and except as otherwise provided in Section 7.01:
(a) the Trustee may rely and shall be protected in acting or refraining
from acting in reliance upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond,
security or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;
(b) any request, direction, order, demand, notice or other communication
of the Company mentioned herein shall be sufficiently evidenced by an
instrument signed in the name of the Company by the Chairman of the Board
of Directors or a Vice Chairman of the Board of Directors or the President
or a Vice President and the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer (unless other evidence in respect
thereof be herein specifically prescribed); and any resolution of the Board
of Directors may be evidenced to the Trustee by a copy thereof certified by
the Secretary or an Assistant Secretary of the Company;
(c) the Trustee may consult with counsel and any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in accordance
with such Opinion of Counsel;
(d) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the securityholders, pursuant to the provisions of this
Indenture, unless such securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred therein or thereby; and
(e) the Trustee shall not be liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within
the discretion or rights or powers conferred upon it by this Indenture.
Section 7.03. The recitals contained herein, in any indenture supplemental
hereto and in the Securities (except in the certificates of authentication)
shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee shall not be accountable for the use or application by
the Company of any of the Securities or of the proceeds thereof.
Section 7.04. The Trustee or the authenticating agent or any paying agent or
Security registrar, in its individual or any other capacity, may become the
owner or pledgee of Securities with the same rights it would have if it were
not Trustee, authenticating agent, paying agent or Security registrar.
Section 7.05. Subject to the provisions of Section 11.04 hereof, all moneys
with respect to any Series received by the Trustee or any paying agent shall,
until used or applied as herein provided, be held in trust for the purposes
for which they were received, but need not be segregated from other funds
except to the extent required by law. Neither the Trustee nor any paying agent
shall be under any liability for interest on any moneys received by it
hereunder except such as it may agree with the Company to pay thereon. So long
as no Event of Default shall have occurred and be continuing with respect to
such Series, all interest allowed on any such moneys shall be paid from time
to time upon the written order of the Company, signed by its Chairman of the
Board of Directors or a Vice Chairman of the Board of Directors or its
President or a Vice President or its Treasurer or an Assistant Treasurer.
18
<PAGE>
Section 7.06. The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, reasonable compensation
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) and, except as otherwise
expressly provided, the Company will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its counsel and of all persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad
faith. If any property other than cash shall at any time be subject to the
lien of this Indenture, the Trustee, if and to the extent authorized by a
receivership or bankruptcy court of competent jurisdiction or by the
supplemental instrument subjecting such property to such lien, shall be
entitled to make advances for the purpose of preserving such property or of
discharging tax liens or other prior liens or encumbrances thereon. The
Company also covenants to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad
faith on the part of the Trustee, arising out of or in connection with the
acceptance or administration of this trust, including the costs and expenses
of defending itself against any claim of liability in the premises. The
obligations of the Company under this Section 7.06 to compensate the Trustee
and to pay or reimburse the Trustee for expenses, disbursements and advances
shall constitute additional indebtedness hereunder. Such additional
indebtedness shall be secured by a lien prior to that of the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the benefit of the holders of particular Securities.
Section 7.07. Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by a certificate signed by the Chairman of
the Board of Directors or a Vice Chairman of the Board of Directors or the
President or a Vice President and by the Treasurer or an Assistant Treasurer
of the Company and delivered to the Trustee and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under
the provisions of this Indenture upon the faith thereof.
Section 7.08. The Trustee hereunder shall at all times be a corporation
organized and doing business under the laws of the United States or of any
State or Territory or of the District of Columbia authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of
at least ten million dollars and being subject to supervision or examination
by Federal, State, Territorial, or District of Columbia authority. If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section 7.08 the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. In case at any time
the Trustee shall cease to be eligible in accordance with the provisions of
this Section 7.08, the Trustee shall resign immediately in the manner and with
the effect specified in Section 7.09.
Section 7.09. (a) The Trustee may at any time resign by giving written
notice of resignation to the Company and by mailing notice thereof to all
holders of Securities as the names and addresses of such holders appear upon
the Security register or registers. Upon receiving such notice of resignation
the Company shall promptly appoint a successor trustee by written instrument,
in duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and
have accepted appointment within sixty days after the mailing of such notice
of resignation to the securityholders, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee, or
any securityholder who has been a bona fide holder of a Security or Securities
for at least six months may, subject to the provisions of Section 6.08, on
behalf of himself and all others similarly situated, petition any such court
for the appointment of a successor
19
<PAGE>
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.
(b) In case at any time any of the following shall occur --
(1) the Trustee shall fail to comply with the provisions of Section
310(b) of the Trust Indenture Act of 1939 after written request therefor by
the Company or by any securityholder who has been a bona fide holder of a
Security or Securities for at least six months, or
(2) the Trustee shall cease to be eligible in accordance with the
provisions of Section 7.08 and shall fail to resign after written request
therefor by the Company or by any such securityholder, or
(3) the Trustee shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or a receiver of the Trustee or of its property
shall be appointed, or any public officer shall take charge or control of
the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,
then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of
the Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 6.08, any securityholder who has been a bona fide holder
of a Security or Securities for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, remove the trustee and appoint a successor trustee.
(c) The holders of a majority in aggregate principal amount of the
Securities at the time outstanding may at any time remove the Trustee and
nominate a successor trustee which shall be deemed appointed as successor
trustee unless within ten days after such nomination the Company objects
thereto, in which case the Trustee so removed or any securityholder, upon the
terms and conditions and otherwise as in subdivision (a) of this Section 7.09
provided, may petition any court of competent jurisdiction for an appointment
of a successor trustee.
(d) Any resignation or removal of the Trustee and any appointment of a
successor trustee pursuant to any of the provisions of this Section 7.09 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 7.10.
Section 7.10. Any successor trustee appointed as provided in Section 7.09
shall execute, acknowledge and deliver to the Company and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as trustee
herein; but, nevertheless, on the written request of the Company or of the
successor trustee, the trustee ceasing to act shall, upon payment of any
amounts then due it pursuant to the provisions of Section 7.06, execute and
deliver an instrument transferring to such successor trustee all of the rights
and powers of the trustee so ceasing to act. Upon request of any such
successor trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or collected by
such trustee to secure any amounts then due it pursuant to the provisions of
Section 7.06.
No successor trustee shall accept appointment as provided in this Section
7.10 unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 310 of the Trust Indenture Act of
1939 and eligible under the provisions of Section 7.08.
Upon acceptances of appointment by a successor trustee as provided in this
Section 7.10, the Company shall mail notice of the succession of such trustee
hereunder to all holders of Securities as the names and addresses of such
holders appear upon the Security Register. If the Company fails to mail such
notice in the prescribed manner within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be so mailed at the expense of the Company.
20
<PAGE>
Section 7.11. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation, resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be qualified under the provisions of Section 310 of the
Trust Indenture Act of 1939 and eligible under the provisions of Section 7.08,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.
Section 7.12. The Trustee may appoint an authenticating agent to act on its
behalf and subject to its direction in connection with the authentication of
Securities as set forth in Articles Two and Three. Such authenticating agent
shall at all times be a corporation organized and doing business under the
laws of the United States or of any State or Territory or of the District of
Columbia authorized under such laws to act as authenticating agent, having a
combined capital and surplus of at least ten million dollars, and being
subject to supervision or examination by Federal, State, Territorial, or
District of Columbia authority, and willing and able to act as authenticating
agent on reasonable and customary terms. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 7.12 the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.
Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any authenticating agent
shall be a party, or any corporation succeeding to the corporate agency
business of any authenticating agent, shall continue to be the authenticating
agent without the execution or filing of any paper or any further act on the
part of the Trustee or the authenticating agent.
Any authenticating agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any authenticating agent by giving written notice of
termination to such authenticating agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any
time any authenticating agent shall cease to be eligible in accordance with
the provisions of this Section 7.12, the Trustee promptly shall appoint a
successor authenticating agent, if the terms of this Section 7.12 require that
there shall be an authenticating agent, shall give written notice of such
appointment to the Company and shall mail notice of such appointment to all
holders of Securities as the names and addresses of such holders appear upon
the Security Register. Any successor authenticating agent upon acceptance of
its appointment hereunder shall become vested with all the rights, powers,
duties and responsibilities of its predecessor hereunder, with like effect as
if originally named as authenticating agent herein. No successor
authenticating agent shall be appointed unless eligible under the provisions
of this Section 7.12.
The Trustee agrees to pay to the authenticating agent from time to time
reasonable compensation for its services, and the Trustee shall be entitled to
be reimbursed for such payments subject to the provisions of Section 7.06.
ARTICLE EIGHT.
Concerning the Securityholders.
Section 8.01. (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or
taken by securityholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such securityholders in
person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments (or evidence thereof satisfactory to the Trustee) are delivered to
the Trustee, and, where it is hereby expressly required, to the Company. Proof
of execution of any such instrument or of a
21
<PAGE>
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Sections 7.01 and 7.02) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this section.
(b) Subject to the provisions of Sections 7.01 and 7.02, the execution of
any instrument by a securityholder or his agent or proxy may be proved in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee.
(c) The holding of Securities shall be proved by the Security Register or by
a certificate of the registrar thereof.
Section 8.02. The Company, the Trustee, any authenticating agent, any paying
agent and any Security registrar may deem and treat the person in whose name
any Security shall be registered upon the Security Register as the absolute
owner of such Security (whether or not such Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the principal of (and
premium, if any) and, subject to the provisions of this Indenture, interest on
such Security and for all other purposes; and neither the Company nor the
Trustee nor any authenticating agent nor any paying agent nor any Security
registrar shall be affected by any notice to the contrary. All such payments
so made to any such person, or upon his order, shall be valid, and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Security.
Section 8.03. In determining whether the holders of the requisite aggregate
principal amount of Securities have concurred in any demand or request, the
giving of any notice, direction, consent or waiver or the taking of any other
action under this Indenture, Securities which are owned by the Company or any
other obligor on the Securities or by any person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Company or any other obligor on the Securities shall be disregarded and
deemed not to be outstanding for the purpose of any such determination, except
that for the purpose of determining whether the Trustee shall be protected in
relying on any such demand, request, notice, direction, consent or waiver only
Securities which the Trustee knows are so owned shall be so disregarded.
Section 8.04. At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action by the
holders of the percentage in aggregate principal amount of the Securities
specified in this Indenture in connection with such action, any holder of a
Security the serial number of which is shown by the evidence to be included in
the Securities the holders of which have joined in such action may, by filing
written notice with the Trustee at its office and upon proof of ownership as
provided in Section 8.01, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall
be conclusive and binding upon such holder and upon all future holders and
owners of such Security and of any Security issued upon the transfer thereof
or in exchange or substitution therefor, irrespective of whether or not any
notation in regard thereto is made upon such Security or such other Security.
Any action taken by the holders of the percentage in aggregate principal
amount of the Securities specified in this Indenture in connection with such
action shall be conclusively binding upon the Company, the Trustee and the
holders of all the Securities.
ARTICLE NINE.
Supplemental Indentures.
Section 9.01. The Company, when authorized by a resolution of the Board of
Directors, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto for one or more of the following
purposes:
(a) to evidence the succession of another corporation to the Company, or
successive successions, and the assumption by the successor corporation of
the covenants, agreements and obligations of the Company pursuant to
Article Ten hereof;
22
<PAGE>
(b) to add to the covenants of the Company such further covenants,
restrictions, conditions or provisions as the Board of Directors and the
Trustee shall consider to be for the protection of the holders of
Securities of any Series, and to make the occurrence, or the occurrence and
continuance, of a default in any of such additional covenants,
restrictions, conditions or provisions a default or an Event of Default
permitting the enforcement of all or any of the several remedies provided
in this Indenture; provided, however, that in respect of any such
additional covenant, restriction, condition or provision such supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other
defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Trustee upon such default or may
limit the right of the holders of a majority in aggregate principal amount
of such Securities to waive such default;
(c) to provide for the issuance under this Indenture of Securities as
contemplated by Section 2.02 or to provide for the issuance under this
Indenture of Securities in coupon form (including Securities registrable as
to principal only) and to provide for exchangeability of such Securities
with the Securities issued hereunder in fully registered form and to make
all appropriate changes for such purposes; and
(d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any
supplemental indenture, to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee or to make such other provisions in regard
to matters or questions arising under this Indenture as shall not adversely
affect the interests of the holders of the Securities.
The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.
Any supplemental indenture authorized by the provisions of this Section 9.01
may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time outstanding.
Section 9.02. With the consent (evidenced as provided in Section 8.01) of
the holders of not less than 66 2/3% in aggregate principal amount of the
Securities of any Series at the time outstanding, the Company, when authorized
by a resolution of the Board of Directors, and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders of the
Securities of such Series; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any of such 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 of such Series, the consent
of the holders of which is required for any such supplemental indenture,
without the consent of the holders of such Securities then outstanding.
Upon the request of the Company, accompanied by a copy of a resolution of
the Board of Directors certified by the Secretary or an Assistant Secretary of
the Company authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of securityholders
as aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion but shall not be obligated to
enter into such supplemental indenture.
It shall not be necessary for the securityholders under this Section 9.02 to
consent to the particular form of any proposed supplemental indenture, but it
shall be sufficient if they consent to the substance thereof.
23
<PAGE>
Promptly after the execution by the Company and the Trustee of any
supplemental indenture with respect to any Series pursuant to the provisions
of this Section 9.02, the Company shall mail a notice, setting forth in
general terms the substance of such supplemental indenture, to all holders of
Securities of such Series as the names and addresses of such holders appear
upon the Security Register. Any failure of the Company to mail such notice, or
any defect therein, shall not, however, in any way impair or affect the
validity of any such supplemental indenture.
Section 9.03. Upon the execution of any supplemental indenture with respect
to any Series pursuant to the provisions of this Article Nine, this Indenture
shall be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitation of rights, obligations, duties and
immunities under this Indenture of the Trustee, the Company and the holders of
Securities of such Series shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of
this Indenture for any and all purposes.
The Trustee, subject to the provisions of Sections 7.01 and 7.02, may
receive an Opinion of Counsel as conclusive evidence that any such
supplemental indenture complies with the provisions of this Article Nine.
Section 9.04. Securities of any Series authenticated and delivered after the
execution of any supplemental indenture with respect to such Series pursuant
to the provisions of this Article Nine may bear a notation in form approved by
the Trustee as to any matter provided for in such supplemental indenture. New
Securities of such Series so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification or amendment of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee or by the authenticating agent on its
behalf and delivered in exchange for the Securities of such Series then
outstanding.
ARTICLE TEN.
Consolidation, Merger, Sale, Name Change or Conveyance.
Section 10.01. Subject to the provisions of Section 4.04, nothing contained
in this Indenture or in any of the Securities shall prevent any change of name
of the Company, any consolidation of the Company with, or merger of the
Company into, any other corporation or corporations (whether or not affiliated
with the Company), or successive changes of name, consolidations or mergers to
which the Company or its successor or successors shall be a party or parties,
or shall prevent any sale or conveyance of the property of the Company as an
entirety or substantially as an entirety to any other corporation (whether or
not affiliated with the Company) authorized to acquire and operate the same;
provided, however, and the Company hereby covenants and agrees, that upon any
such consolidation, merger, sale or conveyance, the due and punctual payment
of the principal of (and premium, if any) and interest on all of the
Securities, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed or observed by the Company, shall be expressly assumed, by
supplemental indenture satisfactory in form to the Trustee, executed and
delivered to the Trustee by the corporation formed by such consolidation, or
into which the Company shall have been merged, or which shall have acquired
such property.
Section 10.02. In case of any such consolidation, merger, sale or
conveyance, and following such an assumption by the successor corporation,
such successor corporation shall succeed to and be substituted for the
Company, with the same effect as if it had been named herein.
Such successor corporation may cause to be signed, and may issue either in
its own name or in the name of the Company prior to such change of name or
succession, any or all of the Securities issuable pursuant to the provisions
of Section 2.01 which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor
corporation instead of the Company and subject to all the terms,
24
<PAGE>
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities which previously shall have been
signed and delivered by the officers of the Company to the Trustee for
authentication pursuant to such provisions and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the
Trustee on its behalf for that purpose pursuant to such provisions. All the
Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Securities theretofore or thereafter
issued in accordance with the terms of this Indenture as though all of such
Securities had been issued at the date of the execution hereof. (In the case
of a change of name, reference to the "successor company" shall be understood
to be a reference to the Company.)
In case of any such change of name, consolidation, merger, sale or
conveyance, such changes in phraseology and form may be made in the Securities
thereafter to be issued as may be appropriate.
Subject to the provisions of Section 4.04, nothing contained in this
Indenture or in any of the Securities shall prevent the Company from merging
into itself any other corporation (whether or not affiliated with the Company)
or acquiring by purchase or otherwise all or any part of the property of any
other corporation (whether or not affiliated with the Company).
Section 10.03. The Trustee, subject to the provisions of Sections 7.01 and
7.02, may receive an Opinion of Counsel as conclusive evidence that any change
of name, consolidation, merger, sale or conveyance and any such assumption
complies with the provisions of this Article Ten.
ARTICLE ELEVEN.
Satisfaction and Discharge of Indenture;
Indenture and Covenant Defeasance; Unclaimed Funds.
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 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.
25
<PAGE>
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 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.
26
<PAGE>
ARTICLE TWELVE.
Immunity of Incorporators, Shareholders, Officers and Directors.
Section 12.01. No recourse under or upon any obligation, covenant or
agreement of this Indenture, or of any Security, or for any claim based
thereon or otherwise in respect thereof, shall be had against any
incorporator, shareholder, officer or director, as such, past, present or
future, of the Company, either directly or through the Company, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that all
such liability is hereby expressly waived and released as a condition of, and
as a consideration for, the execution of this Indenture and the issue of the
Securities.
ARTICLE THIRTEEN
Miscellaneous Provisions.
Section 13.01. All the covenants, stipulations, promises and agreements in
this Indenture contained by or in behalf of the Company shall bind its
successors and assigns, whether so expressed or not.
Section 13.02. Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the like board, committee or officer of any corporation that shall
at the time be the lawful sole successor of the Company.
Section 13.03. The Company by instrument in writing executed by authority of
two-thirds of the Board of Directors and delivered to the Trustee may
surrender any of the powers or rights reserved to the Company and thereupon
such power or right so surrendered shall terminate both as to the Company and
as to any successor corporation.
Section 13.04. Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the
holders of Securities of any Series to or on the Company may be given or
served by being deposited postage prepaid in a post office letter box
addressed as specified in the instrument creating such Series. Any notice,
direction, request or demand by any securityholder to or upon the Trustee
shall be deemed to have been sufficiently given or made for all purposes if
given or made in writing at the principal office of the Trustee.
Section 13.05. Upon any application or demand by the Company to the Trustee
to take any action under any of the provisions of this Indenture, the Company
shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.
Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include (1) a statement that the person making
such certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.
27
<PAGE>
Section 13.06. If the date of maturity of interest on or principal of the
Securities or the date fixed for redemption of any Security shall not be a
business day, then payment of interest or principal (and premium, if any) need
not be made on such date, but may be made on the next succeeding business day
with the same force and effect as if made on the date of maturity or the date
fixed for redemption, and no interest shall accrue for the period after such
date.
Section 13.07. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this
Indenture which is required or deemed to be included in this Indenture by
operation of Sections 310 to 317, inclusive, of the Trust Indenture Act of
1939 (an "incorporated provision"), such incorporated provision shall control.
Section 13.08. The Indenture may be executed in any number of counterparts,
each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.
28
<PAGE>
EXHIBIT 4-B
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BELLSOUTH TELECOMMUNICATIONS, INC.
AND
TRUSTEE
----------------
SUPPLEMENTAL INDENTURE
DATED
----------------
[TITLE OF SECURITIES]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
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>
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, simiannually 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>
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 in 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 Alternate Certificate of
[Form of Certificate of Authentication]
Authentication]
This is one of the Debentures
This is one of the Debentures described in the within-mentioned
described in the within-mentioned Indenture.
Indenture. ,
, as Trustee,
as Trustee, By ,
By As Authenticating Agent,
By
Authorized Signature. 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.
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.
2
<PAGE>
Certain obligations of the Company hereunder and under the Indenture may be
defeased with the effects and subject to the conditions contained therein.
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> <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>
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>
(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., 125 Perimeter
Center West, Atlanta, Georgia 30346.
(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>
EXHIBIT 5
October 23, 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>
EXHIBIT 12
BELLSOUTH TELECOMMUNICATIONS, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
SIX MONTHS --------------------------------------------
ENDED JUNE 30, 1995 1994 1993 1992 1991 1990
------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
1. Earnings
(a) Income from
continuing
operations before
deductions for taxes
and interest........ $1,983.1 $3,606.0 $2,034.1 $3,014.4 $2,722.5 $2,930.1
(b) Portion of rental
expense
representative of
interest factor..... 36.8 80.3 79.7 86.5 74.8 88.2
-------- -------- -------- -------- -------- --------
Total................. $2,019.9 $3,686.3 $2,113.8 $3,100.9 $2,797.3 $3,018.3
======== ======== ======== ======== ======== ========
2. Fixed charges
(a) Interest............ $ 297.3 $ 568.5 $ 586.2 $ 598.6 $ 649.8 $ 626.2
(b) Portion of rental
expense
representative of
interest factor..... 36.8 80.3 79.7 86.5 74.8 88.2
-------- -------- -------- -------- -------- --------
Total................. $ 334.1 $ 648.8 $ 665.9 $ 685.1 $ 724.6 $ 714.4
======== ======== ======== ======== ======== ========
Ratio (1 divided by 2).. 6.05 5.68 3.17 4.53 3.86 4.23
======== ======== ======== ======== ======== ========
</TABLE>
<PAGE>
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
October 24, 1995
<PAGE>
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 $1,000,000,000, to be sold with or without
competitive bidding as the Company may determine; and
WHEREAS, the undersigned is an 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, 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 23rd day
of October, 1995.
/s/ Jere A. Drummond
_____________________________________
JERE A. DRUMMOND
PRESIDENT AND CHIEF EXECUTIVE
OFFICER; DIRECTOR
<PAGE>
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 $1,000,000,000, 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, 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 23rd day
of October, 1995.
/s/ Patrick H. Casey
_____________________________________
PATRICK H. CASEY
VICE PRESIDENT AND COMPTROLLER
2
<PAGE>
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 $1,000,000,000, 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, 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 23rd day
of October, 1995.
/s/ Irving W. Bailey II
_____________________________________
IRVING W. BAILEY II
3
<PAGE>
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 $1,000,000,000, 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, 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 23rd day
of October, 1995.
/s/ Robert H. Boh
_____________________________________
ROBERT H. BOH
4
<PAGE>
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 $1,000,000,000, 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, 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 23rd day
of October, 1995.
/s/ Edward E. Crutchfield, Jr.
_____________________________________
EDWARD E. CRUTCHFIELD, JR.
5
<PAGE>
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 $1,000,000,000, 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, 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 23rd day
of October, 1995.
/s/ Frank R. Day
_____________________________________
FRANK R. DAY
6
<PAGE>
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 $1,000,000,000, 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, 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 23rd day
of October, 1995.
/s/ Lloyd C. Elam
_____________________________________
LLOYD C. ELAM
7
<PAGE>
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 $1,000,000,000, 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, 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 23rd day
of October, 1995.
/s/ John W. Harris
_____________________________________
JOHN W. HARRIS
8
<PAGE>
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 $1,000,000,000, 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, 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 23rd day
of October, 1995.
/s/ Mark C. Hollis
_____________________________________
MARK C. HOLLIS
9
<PAGE>
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 $1,000,000,000, 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, 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 23rd day
of October, 1995.
/s/ Harry M. Lightsey, Jr.
_____________________________________
HARRY M. LIGHTSEY, JR.
10
<PAGE>
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 $1,000,000,000, 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, 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 23rd day
of October, 1995.
/s/ Thomas H. Meeker
_____________________________________
THOMAS H. MEEKER
11
<PAGE>
EXHIBIT 25-A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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)
ALABAMA STATE BANKING CORPORATION 63-0371391
(JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NO.)
ORGANIZATION IF NOT A U.S. NATIONAL
BANK)
417 NORTH 20TH STREET BIRMINGHAM, 35203
ALABAMA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
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)
GEORGIA 58-0436120
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
675 WEST PEACHTREE ST., N.E. ATLANTA, 30375
GEORGIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
----------------
DEBT SECURITIES
(TITLE OF THE INDENTURE SECURITIES)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
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.
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>
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>
1 --Restated Articles of Incorporation of the Trustees 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. (Exhibit 4 to Form T-1, Registration No. 33-
60351).
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 June 30, 1995.
8 --Not applicable.
9 --Not applicable.
</TABLE>
3
<PAGE>
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 18th day of October, 1995.
First Alabama Bank
By___________________________________
ROY D. BIRDWELL SENIOR VICE
PRESIDENT-- CORPORATE TRUST
MANAGER
4
<PAGE>
EXHIBIT 6
5
<PAGE>
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 __________________________________
ROY D. BIRDWELL
SENIOR VICE PRESIDENT--
CORPORATE TRUST MANAGER
Dated: October 18, 1995
6
<PAGE>
EXHIBIT 7
7
<PAGE>
FIRST ALABAMA BANK Call Date: 06/30/95 ST-BK: 01-0310 FFIEC 031
P.O. Box 10247
Birmingham, AL 35202 Vendor ID: D CERT: 12368
Transit
Number: 06200569
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED
SAVINGS BANKS FOR JUNE 30, 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 C400
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
RCFD IN THOUSANDS
---- --------------
<S> <C> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository
institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency
and coin(1)................................. 0081 548,468
b. Interest-bearing balances(2)................ 0071 0
2. Securities:
a. Held-to-maturity securities (from Schedule
RC-B, column A)............................. 1754 1,448,386
b. Available-for-sale securities (from Schedule
RC-B, column D)............................. 1773 475,384
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 305
b. Securities purchased under agreements to
resell...................................... 0277 590
<CAPTION>
RCFD
----
<S> <C> <C> <C> <C> <C>
4. Loans and lease financing receivables:
a. Loans and leases, net of
unearned income
(from Schedule RC-C)......... 2122 7,134,087
b. LESS: Allowance for loan and
lease losses................. 3123 92,951
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 7,041,136
5. Trading assets (from Schedule RC-D).......... 3545 3,505
6. Premises and fixed assets (including
capitalized leases).......................... 2145 120,022
7. Other real estate owned (from Schedule RC-
M)........................................... 2150 1,561
8. Investments in unconsolidated subsidiaries
and associated companies (from Schedule RC-
M)........................................... 2130 16,174
9. Customers' liability to this bank on
acceptances outstanding...................... 2155 37,769
10. Intangible assets (from Schedule RC-M)....... 2143 94,494
11. Other assets (from Schedule RC-F)............ 2160 167,669
12. Total assets (sum of items 1 through 11)..... 2170 9,955,463
</TABLE>
- --------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
8
<PAGE>
FIRST ALABAMA BANK Call Date: 06/30/95 ST-BK: 01-0310 FFIEC 031
P.O. Box 10247
Birmingham, AL 35202 Vendor ID: D CERT: 12368
Transit Number:
06200569
SCHEDULE RC--CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
RCON IN THOUSANDS
---- --------------
<S> <C> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of
totals of columns A and C
from Schedule RC-E,
part I)...................... 2200 7,479,475
<CAPTION>
RCON
----
<S> <C> <C> <C> <C> <C>
(1) Noninterest-
bearing(1).... 6631 1,252,325
(2) Interest-
bearing....... 6636 6,227,150
<CAPTION>
RCFN
----
<S> <C> <C> <C> <C> <C>
b. In foreign offices, Edge and
Agreement subsidiaries, and
IBF (from Schedule RC-E,
part II)..................... 2200 363,548
<CAPTION>
RCFN
----
<S> <C> <C> <C> <C> <C>
(1) Noninterest-
bearing....... 6631 0
(2) Interest-
bearing....... 6636 363,548
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:
<CAPTION>
RCFD
----
<S> <C> <C> <C> <C> <C>
a. Federal funds purchased...... 0278 778,529
b. Securities sold under
agreements to repurchase..... 0279 296,565
<CAPTION>
RCON
----
<S> <C> <C> <C> <C> <C>
15. a. Demand notes issued to the
U.S. Treasury................ 2840 0
<CAPTION>
RCFD
----
<S> <C> <C> <C> <C> <C>
b. Trading Liabilities (from
Schedule RC-D.).............. 3548 483
16. Other borrowed
money:
a. With original maturity of one
year or less................. 2332 127
b. With original maturity of
more than one year........... 2333 51,940
17. Mortgage indebtedness and
obligations under capitalized
leases.......................... 2910 4,297
18. Bank's liability on
acceptances executed and
outstanding..................... 2920 37,769
19. Subordinated notes and
debentures...................... 3200 0
20. Other liabilities (from
Schedule RC-G).................. 2930 120,120
21. Total liabilities (sum of
items 13 through 20)............ 2948 9,132,853
22. Limited-life preferred stock
and related surplus............. 3282 0
EQUITY CAPITAL
<CAPTION>
RCFD
----
<S> <C> <C> <C> <C> <C>
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 649,314
b. Net unrealized holding gains
(losses) on available-for-sale
securities................... 8434 5,150
27. Cumulative foreign currency
translation adjustments......... 3284 0
28. Total equity capital (sum of
items 23 through 27)............ 3210 822,610
29. Total liabilities, limited-
life preferred stock, and
equity capital (sum of items
21, 22, and 28)................. 3300 9,955,463
</TABLE>
9
<PAGE>
MEMORANDUM
To be reported only with the March Report of Condition.
<TABLE>
<CAPTION>
RCFD NUMBER
---- ------
<S> <C> <C>
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 N/A
</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
- --------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
10
<PAGE>
EXHIBIT 25-B
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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)
ALABAMA 63-0073530
(STATE OF INCORPORATION IF NOT A U.S. (I.R.S. EMPLOYER IDENTIFICATION NO.)
NATIONAL BANK)
1900 FIFTH AVENUE NORTH BIRMINGHAM, 35203
ALABAMA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
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)
GEORGIA 58-0436120
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
675 WEST PEACHTREE ST., N.E. ATLANTA, 30375
GEORGIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
----------------
DEBT SECURITIES
(TITLE OF THE INDENTURE SECURITIES)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
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.
2
<PAGE>
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
Not applicable.
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 June 30, 1995, published pursuant to the requirements
of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
3
<PAGE>
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 23rd day of
October, 1995.
AmSouth Bank of Alabama
/s/ CHARLES S. NORTHEN, IV
By __________________________________
Charles S. Northen, IV
Assistant Vice President and
Corporate Trust Officer
4
<PAGE>
EXHIBIT 6
5
<PAGE>
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
/s/ CHARLES S. NORTHEN, IV
By __________________________________
Charles S. Northen, IV
Assistant Vice President and
Corporate Trust Officer
Dated: October 23, 1995
6
<PAGE>
EXHIBIT 7
7
<PAGE>
AMSOUTH BANK OF ALABAMA ST. BK: 01-0320
P.O. BOX 11007 FFIEC: 031
BIRMINGHAM, AL 35288 CERT: 02782
CALL DATE: 06/30/95
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED
SAVINGS BANKS FOR JUNE 30, 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
RCFD IN THOUSANDS)
---- ---------------
<S> <C> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository
institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency
and coin(1)................................ 0081 493,999
b. Interest-bearing balances(2)............... 0071 0
2. Securities:
a. Held-to-maturity securities (from Schedule
RC-B, column A)............................ 1754 1,486,898
b. Available-for-sale securities (from
Schedule RC-B, column D)................... 1773 233,848
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 31,250
b. Securities purchased under agreements to
resell..................................... 0277 44,500
<CAPTION>
RCFD
----
<S> <C> <C> <C> <C> <C>
4. Loans and lease financing receivables:
a. Loans and leases, net of
unearned income
(from Schedule RC-C)........ 2122 6,531,110
b. LESS: Allowance for loan and
lease losses................ 3123 88,002
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 6,443,108
5. Trading assets (from Schedule RC-D)......... 3545 2,159
6. Premises and fixed assets (including
capitalized leases)......................... 2145 151,167
7. Other real estate owned (from Schedule RC-
M).......................................... 2150 10,301
8. Investments in unconsolidated subsidiaries
and associated companies (from Schedule RC-
M).......................................... 2130 13,491
9. Customers' liability to this bank on
acceptances outstanding..................... 2155 3,200
10. Intangible assets (from Schedule RC-M)...... 2143 18,242
11. Other assets (from Schedule RC-F)........... 2160 148,434
12. Total assets (sum of items 1 through 11).... 2170 9,080,597
</TABLE>
- --------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
8
<PAGE>
SCHEDULE RC--CONTINUED
<TABLE>
<CAPTION>
(DOLLAR AMOUNTS
RCON IN THOUSANDS)
---- ---------------
<S> <C> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of
totals of columns A and C
from Schedule RC-E,
part I)...................... 2200 6,907,096
<CAPTION>
RCON
----
<S> <C> <C> <C> <C> <C>
(1) Noninterest-
bearing(1).... 6631 1,419,565
(2) Interest-
bearing....... 6636 5,487,531
<CAPTION>
RCFN
----
<S> <C> <C> <C> <C> <C>
b. In foreign offices, Edge and
Agreement subsidiaries, and IBFs
(from Schedule RC-E, part II).. 2200 2,948
<CAPTION>
RCFN
----
<S> <C> <C> <C> <C> <C>
(1) Noninterest-
bearing....... 6631 0
(2) Interest-
bearing....... 6636 2,948
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:
<CAPTION>
RCFD
----
<S> <C> <C> <C> <C> <C>
a. Federal funds purchased...... 0278 418,571
b. Securities sold under
agreements to repurchase..... 0279 395,118
<CAPTION>
RCON
----
<S> <C> <C> <C> <C> <C>
15. a. Demand notes issued to the
U.S. Treasury................. 2840 255,000
<CAPTION>
RCFD
----
<S> <C> <C> <C> <C> <C>
b. Trading Liabilities (from
Schedule RC-D)............... 3548 0
16. Other borrowed
money:
a. With original maturity of one
year or less................. 2332 169,762
b. With original maturity of
more than one year........... 2333 5,012
17. Mortgage indebtedness and
obligations under capitalized
leases.......................... 2910 0
18. Bank's liability on
acceptances executed and
outstanding..................... 2920 3,200
19. Subordinated notes and
debentures...................... 3200 0
20. Other liabilities (from
Schedule RC-G).................. 2930 145,604
21. Total liabilities (sum of
items 13 through 20)............ 2948 8,302,311
22. Limited-life preferred stock
and related surplus............. 3282 0
EQUITY CAPITAL
<CAPTION>
RCFD
----
<S> <C> <C> <C> <C> <C>
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 270,224
26. a. Undivided profits and
capital reserves............. 3632 489,253
b. Net unrealized holding gains
(losses) on available-for-sale
securities................... 8434 2,759
27. Cumulative foreign currency
translation adjustments......... 3284 0
28. Total equity capital (sum of
items 23 through 27)............ 3210 778,286
29. Total liabilities, limited-
life preferred stock, and
equity capital (sum of items
21, 22, and 28)................. 3300 9,080,597
</TABLE>
- --------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
9
<PAGE>
SCHEDULE RC--CONTINUED
<TABLE>
<CAPTION>
RCFD NUMBER
---- ------
<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 N/A
</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.
10
<PAGE>
EXHIBIT 25-C
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 AMERICAN NATIONAL BANK
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
NOT APPLICABLE 62-0854774
(JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NO.)
ORGANIZATION IF NOT A U.S. NATIONAL
BANK)
400 FIRST AMERICAN CENTER NASHVILLE, 37203-0403
TENNESSEE (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
NOT APPLICABLE
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
----------------
BELLSOUTH TELECOMMUNICATIONS, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
GEORGIA 58-0436120
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
675 WEST PEACHTREE ST., N.E. ATLANTA, 30375
GEORGIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
----------------
DEBT SECURITIES
(TITLE OF THE INDENTURE SECURITIES)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
GENERAL
ITEM 1. GENERAL INFORMATION.
(a) Name and address of each examining or supervising authority to which it
is subject.
Office of the Comptroller of the Currency, Atlanta, GA.
(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>
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>
1 --Articles of Association of the Trustee as now in effect. (Exhibit 1
to Form T-1, Registration No. 33-62235).
2 --Not applicable.
3 --Not applicable.
4 --Bylaws of the Trustee. (Exhibit 4 to Form T-1, Registration No. 33-
62235).
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 June 30, 1995. (Exhibit 7 to Form T-1,
Registration No. 33-62235).
8 --Not applicable.
9 --Not applicable.
</TABLE>
3
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the Trustee, First American National Bank, a national banking association, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Nashville and the
State of Tennessee, on the 20th day of October, 1995.
First American National Bank
By __________________________________
BRENDA LANDERS VICE PRESIDENT
4
<PAGE>
EXHIBIT 6
5
<PAGE>
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 American National Bank
By __________________________________
BRENDA LANDERS VICE PRESIDENT
Dated: October 20, 1995
6
