<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 1997
BELLSOUTH TELECOMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Georgia 1-1049 58-0436120
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
675 West Peachtree St., N.E., Atlanta, Georgia 30375
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(404) 529-8611
<PAGE>
Item 7. Financial Statements and Exhibits
The following is filed as an exhibit to the Registrant's
Registration Statements. (File nos. 33-63661 and 333-00649).
25-d. Statement of Eligibility of Trustee for SunTrust Bank, Atlanta
25-e. Statement of Eligibility of Trustee for AmSouth Bank
25-f. Statement of Eligibility of Trustee for Regions Bank
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BELLSOUTH TELECOMMUNICATIONS, INC.
By: /s/ Isaiah Harris
-----------------------------
Isaiah Harris
Vice President, Chief
Financial Officer
and Comptroller
October 8, 1997
<PAGE>
EXHIBIT 25-D
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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) [_]
SUNTRUST BANK, ATLANTA
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
GEORGIA BANKING CORPORATION 58-0466330
(JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION IDENTIFICATION NO.)
IF NOT A U.S. NATIONAL BANK)
25 PARK PLACE, N.E.
ATLANTA, GEORGIA 30303
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ANTONIO PORTUONDO
SUNTRUST BANK, ATLANTA
58 EDGEWOOD AVENUE, 4TH FLOOR
ATLANTA, GEORGIA 30303
(404) 575-2865
(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
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
675 WEST PEACHTREE ST., N.E. ATLANTA,
GEORGIA 30375
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
----------------
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.
Department of Banking and Finance,
State of Georgia,
Atlanta, Georgia
Federal Reserve Bank of Atlanta
104 Marietta St., N.W.
Atlanta, Georgia
Federal Deposit Insurance Corporation
Washington, DC
(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 --A copy of the Articles of Amendment and Restated Articles of
Incorporation of the Trustee as now in effect (Exhibit 1 to Form T-
1, Registration No. 33-63523).
2 --A copy of the certificate of authority of the Trustee to commence
business. (Exhibit 2 to Form T-1, Registration No. 333-25463).
3 --A copy of the authorization of the Trustee to exercise trust powers.
(Exhibit 3 to Form T-1, Registration No. 333-25463).
4 --Bylaws of the Trustee (Exhibit 4 to Form T-1, Registration No. 333-
25463).
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, 1997 (Exhibit 7 to Form T-1,
Registration No. 333-36291).
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, SunTrust Bank, Atlanta, a Georgia banking corporation, has duly
caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Atlanta and the State of Georgia, on the 7th day of October, 1997.
SunTrust Bank, Atlanta
By /s/ Sandra Thompson
----------------------------------
SANDRA THOMPSON
VICE PRESIDENT
By /s/ Antonio Portuondo
----------------------------------
ANTONIO PORTUONDO
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
examinations by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
SunTrust Bank, Atlanta
By /s/ Sandra Thompson
----------------------------------
SANDRA THOMPSON
VICE PRESIDENT
By /s/ Antonio Portuondo
----------------------------------
ANTONIO PORTUONDO
VICE PRESIDENT
Dated: October 7, 1997
6
<PAGE>
EXHIBIT 25-E
================================================================================
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
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
ALABAMA 63-0935103
(STATE OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NO.)
IF NOT A U.S. NATIONAL BANK)
1900 FIFTH AVENUE NORTH BIRMINGHAM,
ALABAMA 35203
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
STEPHEN A. YODER
AMSOUTH BANK
LAW DEPARTMENT
P.O. BOX 11007
BIRMINGHAM, ALABAMA 35288
(205) 326-5319
(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, GEORGIA 30375
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
----------------
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. 333-30905).
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. 333-30905).
3. See Exhibit 2 to Form T-1.
4. A copy of the existing bylaws of the Trustee (Exhibit 4 to Form T-1,
Registration No. 333-30905).
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, 1997, 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 , 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 6th day of October, 1997.
AmSouth Bank
By /s/ CHARLES S. NORTHEN, IV
------------------------------
Charles S. Northen, IV
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
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
By /s/ Charles S. Northen, IV
------------------------------
Charles S. Northen, IV
Vice President
Dated: October 6, 1997
6
<PAGE>
EXHIBIT 7
7
<PAGE>
AMSOUTH BANK OF ALABAMA ST-BK: 01-0320
P.O. BOX 11007 FFIEC: 031
BIRMINGHAM, AL 35288 CERT: 26800
CALL DATE: 06/30/97
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED
SAVINGS BANKS FOR JUNE 30, 1997
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
(DOLLAR AMOUNTS
IN THOUSANDS)
ASSETS
<S> <C> <C> <C> <C> <C>
RCFD
----
1. Cash and balances due from depository institutions
(from Schedule RC-A):
a. Noninterest-bearing balances and currency and
coin(1)............................................ 0081 639,380
b. Interest-bearing balances(2)....................... 0071 208
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B,
column A).......................................... 1754 2,475,095
b. Available-for-sale securities (from Schedule RC-B,
column D).......................................... 1773 2,264,214
3. Federal funds sold and securities purchased under
agreements to resell ............................... 1350 3,075
<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 12,163,210
b. LESS: Allowance for loan and lease
losses............................. 3123 179,081
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 11,984,129
5. Trading assets (from Schedule RC-D)................. 3545 3,789
6. Premises and fixed assets (including capitalized
leases)............................................. 2145 284,349
7. Other real estate owned (from Schedule RC-M)........ 2150 13,546
8. Investments in unconsolidated subsidiaries and
associated companies (from Schedule RC-M)........... 2130 12,676
9. Customers' liability to this bank on acceptances
outstanding......................................... 2155 2,059
10. Intangible assets (from Schedule RC-M).............. 2143 230,358
11. Other assets (from Schedule RC-F)................... 2160 410,901
12. Total assets (sum of items 1 through 11)............ 2170 18,323,779
</TABLE>
- --------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
8
<PAGE>
AMSOUTH BANK OF ALABAMA ST-BK: 01-0320
P.O. BOX 11007 FFIEC: 031
BIRMINGHAM, AL 35288 CERT: 26800
CALL DATE: 06/30/97
SCHEDULE RC--CONTINUED
<TABLE>
<CAPTION>
(DOLLAR AMOUNTS
IN THOUSANDS)
LIABILITIES
<S> <C> <C>
RCON
----
13. Deposits:
a. In domestic offices (sum of totals of columns A
and C from Schedule RC-E, part I).................. 2200 12,614,855
<CAPTION>
RCON
----
<S> <C> <C> <C> <C>
(1) Noninterest-bearing(1)...... 6631 1,928,267
(2) Interest-bearing............ 6636 10,686,588
<CAPTION>
RCFN
----
<S> <C> <C>
b. In foreign offices, Edge and Agreement subsidiaries,
and IBFs (from Schedule RC-E, part II)............... 2200 366
<CAPTION>
RCFN
----
<S> <C> <C>
(1) Noninterest-bearing........... 6631 0
(2) Interest-bearing.............. 6636 366
<CAPTION>
RCFD
----
<S> <C> <C>
14. Federal funds purchased and securities sold under
agreements to repurchase.............................. 2800 1,195,334
<CAPTION>
RCON
----
<S> <C> <C>
15. a. Demand notes issued to the U.S. Treasury........... 2840 1,030,060
<CAPTION>
RCFD
----
<S> <C> <C>
b. Trading Liabilities (from Schedule RC-D)........... 3548 0
16. Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
a. With a remaining maturity of one year or less...... 2332 692,639
b. With a remaining maturity of more than one year
through three years................................ A547 465,000
c. With a remaining maturity of more than three years. A548 371,231
17. Not applicable
18. Bank's liability on acceptances executed and
outstanding........................................... 2920 2,059
19. Subordinated notes and debentures (2)................. 3200 0
20. Other liabilities (from Schedule RC-G)................ 2930 237,858
21. Total liabilities (sum of items 13 through 20)........ 2948 16,609,402
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus......... 3838 0
24. Common stock.......................................... 3230 10
25. Surplus (exclude all surplus related to preferred
stock)................................................ 3839 915,463
26. a. Undivided profits and capital reserves............. 3632 775,155
b. Net unrealized holding gains (losses) on
available-for-sale securities...................... 8434 23,749
27. Cumulative foreign currency translation adjustments... 3284 0
28. Total equity capital (sum of items 23 through 27)..... 3210 1,714,377
29. Total liabilities and equity capital (sum of items 21
and 28)............................................... 3300 18,323,779
</TABLE>
- --------
(1) Includes total demand deposits and non-interest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
9
<PAGE>
EXHIBIT 25-F
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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) [_]
REGIONS 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, ALABAMA 35203
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ROY D. BIRDWELL
REGIONS 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, GEORGIA 30375
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
----------------
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>
1a. --Restated Articles of Incorporation of the Trustee. (Exhibit 1 to
Form T-1, Registration No. 22-21909).
1b. --Articles of Amendment to Restated Articles of Incorporation of First
Alabama Bank.
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, 1997.
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, Regions 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 8th day of October, 1997.
Regions Bank
/s/ Roy D. Birdwell
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.
Regions Bank
By /s/ Roy D. Birdwell
----------------------------------
ROY D. BIRDWELL
SENIOR VICE PRESIDENT--
CORPORATE TRUST MANAGER
Dated: October 8, 1997
6
<PAGE>
EXHIBIT 7
7
<PAGE>
ARTICLES OF AMENDMENT TO RESTATED ARTICLES OF
INCORPORATION OF FIRST ALABAMA BANK
----------------------------------------------
In accordance with the provisions of Alabama Code (S)(S) 10-2B-1.20, 10-2B-
1.23 10-2B-10.01, 10-2B-10.03, and 10-2B-10.06 (Repl. Vol. 1994), First
Alabama Bank, a corporation organized and existing under the laws of the state
of Alabama (the "Bank"), hereby files these Articles of Amendment to its
Restated Articles of Incorporation, which shall be effective as of 12:01 a.m.
on Tuesday, November 12, 1996, and certifies as follows:
(1) The name of the Bank is First Alabama Bank.
(2) In accordance with the procedures described in (4) below, the Restated
Articles of Incorporation of the Bank are hereby amended as follows:
The first article of the Bank's Restated Articles of Incorporation is
hereby deleted and the following first article is hereby substituted in
lieu thereof:
FIRST. The name of this Corporation shall be Regions Bank.
(3) The issued shares of capital stock of the Bank will not be exchanged,
reclassified, or canceled by reason of the amendment described above.
(4) The above amendment to the Bank's Restated Articles of Incorporation has
been duly adopted in accordance with the provisions of Alabama Code (S) 10-2B-
10.03 (Repl. Vol. 1994) as follows:
A. At its meeting on September 17, 1996, the Board of Directors of the Bank
adopted resolutions setting forth the amendment set forth in (2) above,
declaring the advisability of and recommending the amendment to the
shareholders, and directing that the amendment proposed be considered at a
special meeting of the shareholders called for October 22, 1996 at 1:00 p.m.
B. Prior to such special meeting of shareholders, Regions Financial
Corporation, a Delaware corporation, the holder of all of the issued and
outstanding capital stock of the Bank, through its authorized officers and
agents, waived notice of the time, place and purpose of the special meeting of
shareholders and approved the foregoing amendment, pursuant to Alabama Code
(S)(S)10-2B-7.04 and 10-2B-7.06 (Repl. Vol. 1994).
C. The shares entitled to be voted on the foregoing amendment consisted
solely of 20,000 shares of common stock, par value $5.00 per share, with each
share entitled to one vote. The number of shares voted in favor of the
foregoing amendment was 20,000, and the number of shares voted against was
zero.
D. Thereafter the Chairman of the Board of Directors and the Secretary of
the Bank caused these Articles of Amendment to be prepared and have executed
the same in accordance with the provisions of Alabama Code (S)10-2B-1.20
(Repl. Vol. 1994).
SIGNATURES ON FOLLOWING PAGE.
8
<PAGE>
IN WITNESS WHEREOF, First Alabama Bank has caused these Articles of Amendment
to be signed by J. Stanley Mackin, as its Chairman, and Samuel E. Upchurch,
Jr., as its Secretary, on this 17th day of September, 1996.
ATTEST: FIRST ALABAMA BANK
By: /s/ Samuel E. Upchurch, Jr. By: /s/ J. Stanley Mackin
----------------------- ------------------
Samuel E. Upchurch, Jr. J. Stanley Mackin
As its Secretary As its Chairman
9
<PAGE>
REGIONS BANK ST-BK: 01-0310
P.O. BOX 10247 FFIEC: 031
BIRMINGHAM, AL 35202 CERT: 12368
CALL DATE: 06/30/97
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND
STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1997
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated,
report the amount outstanding as of the last business day of the quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
(DOLLAR AMOUNTS
IN THOUSANDS)
ASSETS
RCFD
----
<S> <C> <C> <C> <C> <C>
1. Cash and balances due from depository institutions
(from Schedule RC-A):
a. Noninterest-bearing balances and currency and
coin(1)............................................ 0081 602,245
b. Interest-bearing balances(2)....................... 0071 0
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B,
column A).......................................... 1754 1,389,320
b. Available-for-sale securities (from Schedule RC-B,
column D).......................................... 1773 977,720
3. Federal funds sold and securities purchased under
agreements to resell: 1350 277,749
4. Loans and lease financing RCFD
receivables: -----
a. Loans and leases, net of unearned
income (from Schedule RC-C)....... 2122 8,852,104
b. LESS: Allowance for loan and lease
losses............................ 3123 103,111
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 8,748,993
5. Trading assets (from Schedule RC-D)................. 3545 20,474
6. Premises and fixed assets (including capitalized
leases)............................................. 2145 132,230
7. Other real estate owned (from Schedule RC-M)........ 2150 3,150
8. Investments in unconsolidated subsidiaries and
associated companies (from Schedule RC-M)........... 2130 31,749
9. Customers' liability to this bank on acceptances
outstanding......................................... 2155 47,116
10. Intangible assets (from Schedule RC-M).............. 2143 104,404
11. Other assets (from Schedule RC-F)................... 2160 306,409
12. Total assets (sum of items 1 through 11)............ 2170 12,641,559
</TABLE>
- --------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
10
<PAGE>
REGIONS BANK ST-BK:01-0310
P.O. BOX 10247 FFIEC: 031
BIRMINGHAM, AL 35202 CERT: 12368
CALL DATE: 06/30/97
SCHEDULE RC--CONTINUED
<TABLE>
<CAPTION>
(DOLLAR AMOUNTS
IN THOUSANDS)
LIABILITIES
RCON
----
<S> <C> <C>
13.Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part I).............................. 2200 8,821,740
<CAPTION>
RCON
----
<S> <C> <C>
(1) Noninterest-bearing(1).... 6631 1,400,931
(2) Interest-bearing.......... 6636 7,420,809
<CAPTION>
RCFN
----
<S> <C> <C>
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)....................... 2200 615,291
<CAPTION>
RCFN
----
<S> <C> <C>
(1) Noninterest-bearing....... 6631 0
(2) Interest-bearing.......... 6636 615,291
<CAPTION>
RCFD
----
<S> <C> <C>
14. Federal funds purchased and securities sold under
agreements to repurchase.................................. 2800 965,581
<CAPTION>
RCON
----
<S> <C> <C>
15.a. Demand notes issued to the U.S. Treasury................ 2840 0
<CAPTION>
RCFD
----
<S> <C> <C>
b. Trading Liabilities (from Schedule RC-D)................ 3548 5,662
16. Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases):
a.With a remaining maturity of one year or less............. 2332 1,035,241
b.With a remaining maturity of more than one year through
three years.............................................. A547 48,066
c.With a remaining maturity of more than three years........ A548 31,435
17.Not applicable
18.Bank's liability on acceptances executed and outstanding... 2920 47,116
19.Subordinated notes and debentures(2)....................... 3200 0
20.Other liabilities (from Schedule RC-G)..................... 2930 157,533
21.Total liabilities (sum of items 13 through 20)............. 2948 11,727,665
22.Not applicable
EQUITY CAPITAL
<CAPTION>
RCFD
----
<S> <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 745,987
b.Net unrealized holding gains (losses) on available-for-
sale securities......................................... 8434 (239)
27.Cumulative foreign currency translation adjustments....... 3284 0
28.Total equity capital (sum of items 23 through 27)......... 3210 913,894
29. Total liabilities and equity capital (sum of items 21 and
28)...................................................... 3300 12,641,559
</TABLE>
- --------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
11
