Registration No. 333 -
Securities and Exchange Commission
Washington, D.C. 20549
_______________________________________________________________________
Form S-8
Registration Statement
Under
The Securities Act of 1933
_______________________________________________________________________
BellSouth Telecommunications, Inc.
A Georgia I.R.S. Employer
Corporation No. 58-0436120
675 West Peachtree Street, N.E.
Atlanta, Georgia 30375
Telephone Number 404 529-8611
_______________________________________________________________________
BellSouth Compensation Deferral Plan
_______________________________________________________________________
Agent for Service:
R. Kevin Todd
BellSouth Corporation
15G03 Campanile
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
Telephone Number 404 249-3035
_______________________________________________________________________
Calculation of Registration Fee
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Offering Registration
Registered Registered Per Share Price Fee
- ----------- ------------ --------- ----------- ---------
Deferred $11,000,000 N/A $11,000,000 $3,245.00
Compensation (a) (a)
Obligations
(a) Estimated in accordance with the provisions of the BellSouth
Compensation Deferral Plan based upon the maximum amount of eligible
employees' base salary deferral for a two-year period.
Part II
Information required in the registration statement
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by BellSouth Telecommunications,
Inc. (BellSouth Telecommunications) with the Securities and Exchange
Commission (File No. 1-1049) and are incorporated herein by reference:
(1) BellSouth Telecommunications' Annual Report on Form 10-K for the year
ended December 31, 1997.
(2) BellSouth Telecommunications' Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998.
(3) BellSouth Telecommunications' Current Report on Form 8-K dated June
17, 1998.
All documents filed by BellSouth Telecommunications pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, (the Securities Exchange Act) subsequent to the date of this
registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold shall be deemed to
be incorporated by reference in this registration statement 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 Office of the Comptroller
of BellSouth Telecommunications, Inc., 675 West Peachtree Street, N.E.,
Atlanta, Georgia, 30375.
Item 4. Description of Securities.
The securities registered hereby are deferred compensation obligations (the
Obligations), which are fully described in the BellSouth Compensation
Deferral Plan filed as Exhibit 4 (the Plan).
Item 5. Interests of Named Experts and Counsel.
Margaret H. Greene, Vice President and General Counsel of BellSouth
Telecommunications, is passing upon the legality of the Obligations. Mrs.
Greene is eligible to purchase Obligations in the Plan as a member of
BellSouth's "executive compensation group," as described in Section
3.2(c)(ii) of the Plan.
Item 6. 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.
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.
Item 8. Exhibits.
Exhibit
Number
4* BellSouth Compensation Deferral Plan. (Exhibit 10z
to report by BellSouth Corporation, File No. 1-8607,
on Form 10-Q for the period ended March 31, 1998).
5 Opinion of Margaret H. Greene.
23 Consent of PricewaterhouseCoopers LLP.
23a Consent of Margaret H. Greene (contained in opinion
filed as Exhibit 5).
24 Powers of Attorney.
________
* Previously filed with the Securities and Exchange Commission and
incorporated by reference herein.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(i) to file during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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;
(ii) that, for the purposes of determining any liability under the
Securities Act of 1933 (the Securities Act), 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;
(iii) 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; and
(iv) that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act 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 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 and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 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 22nd day of September, 1998.
BellSouth Telecommunications, Inc.
By /s/ Isaiah Harris
----------------------
Isaiah Harris
Vice President, Chief Financial
Officer & Comptroller
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities
and on the date indicated.
Principal Executive Officer:
Charles B. Coe*
President
Principal Financial Officer and
Principal Accounting Officer:
/s/ Isaiah Harris
- -----------------
Isaiah Harris
Vice President, Chief Financial
Officer and Comptroller
Directors:
C. Sidney Boren*
Charles B. Coe*
Odie C. Donald*
Jere A. Drummond*
Roger M. Flynt, Jr.*
Isaiah Harris*
Elton R. King*
*By /s/Isaiah Harris
----------------
Isaiah Harris
(Individually and as Attorney-in-Fact)
September 22, 1998
*by power of attorney
EXHIBIT INDEX
Exhibit
Number
5 Opinion of Margaret H. Greene.
23 Consent of PricewaterhouseCoopers LLP.
23a Consent of Margaret H. Greene (contained in opinion
filed as Exhibit 5).
24 Powers of Attorney
EXHIBIT 5
EXHIBIT 23a
Opinion and Consent of Counsel
September 22, 1998
BellSouth Telecommunications, Inc.
675 West Peachtree Street, N.E.
Atlanta, Georgia 30375
Attention: Charles B. Coe, President
Dear Sir:
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, relating to $11,000,000
of Deferred Compensation Obligations (the "Obligations"), to
be issued under the BellSouth Corporation Compensation
Deferral Plan (the "Plan").
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. All necessary corporate proceedings have been
taken so that the Obligations have been duly authorized
and, upon issuance and payment therefor in accordance
with the Plan and the offering and sale of Obligations
thereunder, will be legal, valid and binding
obligations of the Company.
I hereby consent to any references to me contained in,
and to the filing of this opinion with the Securities and
Exchange Commission in connection with, the Registration
Statement referred to above.
Very truly yours,
/s/ Margaret H. Greene
------------------------
Margaret H. Greene
Vice President and
General Counsel
Exhibit 23
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement
of BellSouth Telecommunications, Inc. and Subsidiaries on Form S-8 of our
report, dated February 3, 1998, which includes an explanatory paragraph
stating that the Company discontinued accounting for its operations in
accordance with Statement of Financial Accounting Standards No. 71,
"Accounting for the Effects of Certain Types of Regulation," effective June
30, 1995, on our audits of the consolidated financial statements of
BellSouth Telecommunications, Inc. and Subsidiaries as of December 31, 1997
and 1996, and the consolidated results of their operations and their cash
flows for each of the three years in the period ended December 31, 1997,
which report is included in the Company's Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Atlanta, Georgia
September 21, 1998
Exhibit 24
POWER OF ATTORNEY
KNOWN BY 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 Deferred Compensation Obligations, to be
issued under the BellSouth Corporate Compensation Deferral Plan; and
WHEREAS, the undersigned is a Director of the company;
NOW THEREFORE, the undersigned hereby constitutes and appoints Charles
B. Coe, Isaiah Harris, 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 cause to be
filed the Registration Statement or Statements with respect to the
securities to be offered and sold under the plan therein described and
thereafter to execute and file an amended registration statement or
statements and post-effective amendment or amendments to increase or
deregister securities, to withdraw the registration statements or
otherwise, hereby giving and granting to said attorneys full power and
authority (including substitution and revocation) 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 lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.
/s/ C. Sidney Boren
______________________________________
C. Sidney Boren
Director
POWER OF ATTORNEY
KNOWN BY 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 Deferred Compensation Obligations, to be
issued under the BellSouth Corporate Compensation Deferral Plan; and
WHEREAS, the undersigned is an Officer and a Director of the company;
NOW THEREFORE, the undersigned hereby constitutes and appoints Charles
B. Coe, Isaiah Harris, 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 cause to be
filed the Registration Statement or Statements with respect to the
securities to be offered and sold under the plan therein described and
thereafter to execute and file an amended registration statement or
statements and post-effective amendment or amendments to increase or
deregister securities, to withdraw the registration statements or
otherwise, hereby giving and granting to said attorneys full power and
authority (including substitution and revocation) 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 lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.
/s/ Charles B. Coe
______________________________________
Charles B. Coe
President; Director
POWER OF ATTORNEY
KNOWN BY 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 Deferred Compensation Obligations, to be
issued under the BellSouth Corporate Compensation Deferral Plan; and
WHEREAS, the undersigned is an Officer and a Director of the company;
NOW THEREFORE, the undersigned hereby constitutes and appoints Charles
B. Coe, Isaiah Harris, 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 cause to be
filed the Registration Statement or Statements with respect to the
securities to be offered and sold under the plan therein described and
thereafter to execute and file an amended registration statement or
statements and post-effective amendment or amendments to increase or
deregister securities, to withdraw the registration statements or
otherwise, hereby giving and granting to said attorneys full power and
authority (including substitution and revocation) 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 lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.
/s/ Odie C. Donald
______________________________________
Odie C. Donald
Group President/Customer Operations;
Director
POWER OF ATTORNEY
KNOWN BY 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 Deferred Compensation Obligations, to be
issued under the BellSouth Corporate Compensation Deferral Plan; and
WHEREAS, the undersigned is a Director of the company;
NOW THEREFORE, the undersigned hereby constitutes and appoints Charles
B. Coe, Isaiah Harris, 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 cause to be
filed the Registration Statement or Statements with respect to the
securities to be offered and sold under the plan therein described and
thereafter to execute and file an amended registration statement or
statements and post-effective amendment or amendments to increase or
deregister securities, to withdraw the registration statements or
otherwise, hereby giving and granting to said attorneys full power and
authority (including substitution and revocation) 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 lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.
/s/ Jere A. Drummond
______________________________________
Jere A. Drummond
Director
POWER OF ATTORNEY
KNOWN BY 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 Deferred Compensation Obligations, to be
issued under the BellSouth Corporate Compensation Deferral Plan; and
WHEREAS, the undersigned is an Officer and a Director of the company;
NOW THEREFORE, the undersigned hereby constitutes and appoints Charles
B. Coe, Isaiah Harris, 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 cause to be
filed the Registration Statement or Statements with respect to the
securities to be offered and sold under the plan therein described and
thereafter to execute and file an amended registration statement or
statements and post-effective amendment or amendments to increase or
deregister securities, to withdraw the registration statements or
otherwise, hereby giving and granting to said attorneys full power and
authority (including substitution and revocation) 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 lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.
/s/ Roger M. Flynt
______________________________________
Roger M. Flynt
Group President/Regulatory and External
Affairs; Director
POWER OF ATTORNEY
KNOWN BY 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 Deferred Compensation Obligations, to be
issued under the BellSouth Corporate Compensation Deferral Plan; and
WHEREAS, the undersigned is a Director and an Officer of the company;
NOW THEREFORE, the undersigned hereby constitutes and appoints Charles
B. Coe, Isaiah Harris, 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 cause to be
filed the Registration Statement or Statements with respect to the
securities to be offered and sold under the plan therein described and
thereafter to execute and file an amended registration statement or
statements and post-effective amendment or amendments to increase or
deregister securities, to withdraw the registration statements or
otherwise, hereby giving and granting to said attorneys full power and
authority (including substitution and revocation) 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 lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.
/s/ Isaiah Harris
______________________________________
Isaiah Harris
Vice President, Chief Financial Officer, and
Comptroller; Director
POWER OF ATTORNEY
KNOWN BY 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 Deferred Compensation Obligations, to be
issued under the BellSouth Corporate Compensation Deferral Plan; and
WHEREAS, the undersigned is a Director and an Officer of the company;
NOW THEREFORE, the undersigned hereby constitutes and appoints Charles
B. Coe, Isaiah Harris, 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 cause to be
filed the Registration Statement or Statements with respect to the
securities to be offered and sold under the plan therein described and
thereafter to execute and file an amended registration statement or
statements and post-effective amendment or amendments to increase or
deregister securities, to withdraw the registration statements or
otherwise, hereby giving and granting to said attorneys full power and
authority (including substitution and revocation) 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 lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.
/s/ Elton R. King
______________________________________
Elton R. King
Group President/Network and Carrier Services;
Director
