<PAGE>
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 1, 1998)
FILED PURSUANT TO
RULE 424(B)(5)
FILE NO: 33-63661
$500,000,000 333-00649
BELLSOUTH TELECOMMUNICATIONS, INC.
THIRTY YEAR 6 3/8% DEBENTURES, DUE JUNE 1, 2028
--------------
Interest payable June 1 and December 1
--------------
The Thirty Year 6 3/8% Debentures, due June 1, 2028 (the "Debentures") of
BellSouth Telecommunications, Inc. (the "Company") will mature on June 1,
2028. Interest on the Debentures will accrue from June 4, 1998 and will be
payable semiannually on each June 1, and December 1, commencing December 1,
1998.
The Debentures are subject to redemption by the Company from the holders
thereof prior to maturity, in whole or in part, at any time at a redemption
price equal to the greater of (i) 100% of their principal amount and (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including the portion of any such payments of interest
accrued as of such redemption date) discounted to the redemption date at the
Adjusted Treasury Rate (as defined herein), plus accrued and unpaid interest
to the redemption date. See "Description of the Debentures--Optional
Redemption."
The Debentures will be issued in denominations of $1,000 and integral
multiples thereof. Ownership of the Debentures will be maintained in book
entry form by or through The Depository Trust Company ("DTC" or the
"Depositary"). Interests in the Debentures will be shown on, and transfers
thereof will be effected only through, records maintained by DTC and its
participants. Except in the limited circumstances described herein, physical
Debentures will not be available.
The Debentures are expected to be approved for listing on the New York Stock
Exchange ("NYSE"), subject to official notice of issuance. Trading of the
Debentures on the NYSE is expected to commence within a 30-day period after
the initial delivery of the Debentures. See "Underwriting."
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Price to Underwriting Proceeds to
Public(1) Discount (2) Company(1)(3)
- -------------------------------------------------------------------------------
Per Debenture................... 98.878% .875% 98.003%
- -------------------------------------------------------------------------------
Total............................ $494,390,000 $4,375,000 $490,015,000
- -------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from June 4, 1998 to date of delivery.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities under the Securities Act of 1933, as amended. See
"Underwriting."
(3) Before deducting expenses payable by the Company estimated at $300,000.
--------------
The Debentures are offered by the Underwriters, as specified herein, when,
as and if issued to and accepted by the Underwriters, subject to approval of
certain legal matters by Davis Polk & Wardwell, counsel for the Underwriters,
and certain other conditions. The Underwriters reserve the right to withdraw,
cancel or modify such offer and to reject orders in whole or in part. It is
expected that delivery of the Debentures offered hereby will be made through
the facilities of DTC, in New York, New York, on or about June 4, 1998 against
payment therefor in immediately available funds.
--------------
LEHMAN BROTHERS
MORGAN STANLEY DEAN WITTER
CREDIT SUISSE FIRST BOSTON
MERRILL LYNCH & CO.
SALOMON SMITH BARNEY
June 1, 1998
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE DEBENTURES.
SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING,
AND MAY BID FOR, AND PURCHASE, THE DEBENTURES IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
PROCEEDS OF THE OFFERING
The proceeds from the sale of the Debentures are expected to be as follows:
<TABLE>
<S> <C>
Gross Proceeds............................................. $494,390,000
Less--Underwriting Discounts and Commissions............... 4,375,000
Expenses................................................ 300,000
------------
Net Proceeds............................................ $489,715,000
============
</TABLE>
The Company intends to apply the net proceeds toward the refinancing of
$500,000,000 aggregate principal amount of the Company's 5 1/4% Notes due June
8, 1998.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed charges for
the Company for the periods indicated.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31 YEARS ENDED DECEMBER 31
------------------ -------------------------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
8.4x 7.18x 6.02x 4.38x 5.68x 3.17x
</TABLE>
For the purpose of this ratio: (i) earnings have been calculated by adding
income before income taxes, gross interest expense and such portion of rental
expense representative of the interest factor on such rentals; and (ii) fixed
charges are comprised of gross interest expense and such portion of rental
expense representative of the interest factor on such rentals.
DESCRIPTION OF THE DEBENTURES
GENERAL
The Debentures will be issued under an indenture dated June 1, 1998 and a
supplemental indenture thereto dated June 1, 1998 (as supplemented, the
"Indenture"). Provisions of the Indenture are more fully described under
"Description of Securities" in the attached Prospectus to which reference is
hereby made.
The Debentures will mature on June 1, 2028. Interest on the Debentures will
accrue from June 4, 1998 and will be payable semiannually on each June 1 and
December 1, beginning December 1, 1998, to the persons in whose names the
Debentures are registered at the close of business on the May 15 or November
15 prior to the payment date at the annual rate set forth on the cover page of
this Prospectus Supplement.
The principal of, and interest on, the Debentures are to be payable at the
office or agency of the Company in Atlanta, Georgia.
S-2
<PAGE>
OPTIONAL REDEMPTION
The Debentures will be redeemable, in whole or in part, at the option of the
Company at any time at a redemption price equal to the greater of (i) 100% of
their principal amount and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (not including the
portion of any such payments of interest accrued as of the redemption date)
discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as
defined below) (determined on the third Business Day (as defined in the
Indenture) preceding such redemption date), plus, in each case, accrued and
unpaid interest thereon to the redemption date.
Notice of any redemption will be mailed at least 30 days but not more than
90 days before the redemption date to each holder of the Debentures to be
redeemed. Unless the Company defaults in payment of the redemption price, on
and after the redemption date interest will cease to accrue on the Debentures
or portions thereof called for redemption.
"Adjusted Treasury Rate" means (i) the arithmetic mean of the yields under
the heading "Week Ending" published in the Statistical Release most recently
published prior to the date of determination under the caption "Treasury
Constant Maturities" for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity, as of the redemption date, of
the Debentures being redeemed plus (ii) 0.15%. If no maturity set forth under
such heading exactly corresponds to the maturity of such Debentures, yields
for the two published maturities most closely corresponding to the maturity of
such Debentures shall be calculated pursuant to the immediately preceding
sentence, and the Adjusted Treasury Rate shall be interpolated or extrapolated
from such yields on a straight-line basis, rounding in each of the relevant
periods to the nearest month.
"Statistical Release" means the statistical release designated "H.15(519)"
or any successor publication which is published weekly by the Federal Reserve
System and which establishes yields on actively-traded United States
government securities adjusted to the constant maturities, or, if such
statistical release is not published at the time of any determination under
the terms of the Debentures, then such other reasonably comparable index which
shall be designated by the Company.
DEFEASANCE
The Debentures will be subject to defeasance and covenant defeasance as
provided in the attached Prospectus.
TRUSTEE
SunTrust Bank, Atlanta (the "Trustee") is the trustee under the Indenture.
The Company and certain of its affiliates maintain banking relationships in
the ordinary course of business with the Trustee. The Trustee is also the
trustee with respect to the Company's Ten Year 6 1/2% Notes, due June 15,
2005, Twelve Year 7% Notes, due February 1, 2005, and Forty Year 7 5/8%
Debentures, due May 15, 2035.
BOOK-ENTRY SYSTEM
The Debentures will be represented by one or more global securities (the
"Global Security"). The Global Security will be deposited with, or on behalf
of, the Depositary and registered in the name of a nominee of the Depositary.
Except under circumstances described below, the Debentures will not be
issuable in definitive form.
Upon the issuance of the Global Security, the Depositary will credit on its
book-entry registration and transfer system the accounts of persons designated
by the Underwriters with the respective principal amounts of the Debentures
represented by the Global Security. Ownership of beneficial interests in the
Global Security will be limited to persons that have accounts with the
Depositary or its nominee ("participants") or persons that may hold interests
through participants. Ownership of beneficial interests in the Global Security
will be shown on,
S-3
<PAGE>
and the transfer of that ownership will be effected only through, records
maintained by the Depositary or its nominee (with respect to interests of
participants) and on the records of participants (with respect to interests of
persons other than participants). The laws of some states require that certain
purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in the Global Security.
So long as the Depositary or its nominee is the registered owner of the
Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner or holder of the Debentures represented by the
Global Security for all purposes under the Indenture. Except as provided
below, owners of beneficial interests in the Global Security will not be
entitled to have Debentures represented by the Global Security registered in
their names, will not receive or be entitled to receive physical delivery of
Debentures in definitive form and will not be considered the owners or holders
thereof under the Indenture.
Principal and interest payments on Debentures registered in the name of the
Depositary or its nominee will be made to the Depositary or its nominee, as
the case may be, as the registered owner of the Global Security. None of the
Company, the Trustee, any paying agent or the registrar for the Debentures
will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial interests in the Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial interest.
The Company expects that the Depositary for the Debentures or its nominee,
upon receipt of any payment of principal or interest, will credit immediately
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the Global Security
as shown on the records of the Depositary or its nominee. The Company also
expects that payments by participants to owners of beneficial interests in the
Global Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name,"
and will be the responsibility of such participants.
If the Depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the Company within
90 days, the Company will issue Debentures in definitive form in exchange for
the entire Global Security. In addition, the Company may at any time and in
its sole discretion determine not to have the Debentures represented by the
Global Security and, in such event, will issue Debentures in definitive form
in exchange for the entire Global Security. In any such instance, an owner of
a beneficial interest in the Global Security will be entitled to physical
delivery in definitive form of Debentures represented by the Global Security
equal in principal amount to such beneficial interest and to have such
Debentures registered in its name. Debentures so issued in definitive form
will be issued as registered Debentures in denominations of $1,000 and
integral multiples thereof, unless otherwise specified by the Company.
Settlement for the Debentures will be made by the Underwriters in
immediately available funds. All payments of principal and interest on Global
Securities will be made by the Company in immediately available funds.
S-4
<PAGE>
UNDERWRITING
Under the terms of and subject to the conditions contained in an
Underwriting Agreement dated June 1, 1998, the Underwriters named below have
severally agreed to purchase from the Company, and the Company has agreed to
sell to them, the respective principal amounts of the Debentures set forth
below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITER DEBENTURES
----------- ----------
<S> <C>
Lehman Brothers Inc. ...................................... $160,000,000
Morgan Stanley & Co. Incorporated.......................... 160,000,000
Credit Suisse First Boston Corporation..................... 60,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.............................................. 60,000,000
Salomon Brothers Inc ...................................... 60,000,000
------------
Total................................................... $500,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Company has been advised by the Underwriters that they propose to offer
the Debentures to the public initially at the offering price set forth on the
cover page of this Prospectus Supplement and to certain dealers at such price
less a concession not in excess of .50% of the principal amount of the
Debentures; that the Underwriters and such dealers may reallow a discount not
in excess of .25% of such principal amount on sales to certain other dealers;
and that after the initial public offering the public offering price and
concession and discount to dealers may be changed by the Underwriters.
Prior to this offering, there has been no public market for the Debentures.
The Debentures are expected to be approved for listing on the NYSE, subject to
official notice of issuance. Trading of the Debentures on the NYSE is expected
to commence within a 30-day period after the initial delivery of the
Debentures. The Underwriters have advised the Company that they intend to make
a market in the Debentures prior to the commencement of trading on the NYSE.
The Underwriters will have no obligation to make a market in the Debentures,
however, and may cease market making activities, if commenced, at any time.
In the ordinary course of their respective businesses, affiliates of the
Underwriters have engaged, and will in the future engage, in investments
banking transactions with the Company and certain of its affiliates.
S-5
<PAGE>
PROSPECTUS
$1,200,000,000
BELLSOUTH TELECOMMUNICATIONS, INC.
DEBT SECURITIES
BellSouth Telecommunications, Inc. (the "Company") may offer, in one or more
issues, up to $1,200,000,000 aggregate principal amount of its debt securities
(the "Securities") on terms to be determined at the time the Securities are
offered for sale. When a particular issue of the Securities is offered, a
prospectus supplement ("Prospectus Supplement"), together with this
prospectus, will be delivered setting forth the terms of the Securities,
including, where applicable, the specific designation, aggregate principal
amount, denominations, maturity, rate of any interest (or manner of
calculation thereof) and time of payment thereof, any redemption provisions,
the initial public offering price, the names of the underwriters, dealers or
agents, any compensation to such underwriters, dealers or agents and any other
specific terms in connection with the offering and sale of the Securities.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------------
THE DATE OF THIS PROSPECTUS IS JUNE 1, 1998.
<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. 33-63661 and 333-00649 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, 1997.
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
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.
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 interest 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 own, transfer or pledge 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) and on the records of 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
Ms. Margaret H. Greene, 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. Ms. Greene may be deemed to
own beneficially approximately 140,200 shares of BellSouth Corporation 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, 1997 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>
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMA-
TION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR THE AC-
COMPANYING PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COM-
PANY OR ANY AGENT OR UNDERWRITER. THIS PROSPECTUS AND THE ACCOMPANYING PRO-
SPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER
THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Proceeds of the Offering................................................... S-2
Ratio of Earnings to Fixed Charges......................................... S-2
Description of the Debentures.............................................. S-2
Underwriting............................................................... S-5
PROSPECTUS
Available Information...................................................... 2
Incorporation of Documents by Reference.................................... 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Description of Securities.................................................. 3
Plan of Distribution....................................................... 6
Legal Opinions............................................................. 7
Independent Accountants.................................................... 7
</TABLE>
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$500,000,000
BELLSOUTH TELECOMMUNICATIONS, INC.
THIRTY YEAR 6 3/8% DEBENTURES, DUE JUNE 1, 2028
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PROSPECTUS SUPPLEMENT
June 1,1998
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LEHMAN BROTHERS
MORGAN STANLEY DEAN WITTER
CREDIT SUISSE FIRST BOSTON
MERRILL LYNCH & CO.
SALOMON SMITH BARNEY
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