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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: JUNE 17, 1998
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 INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
675 WEST PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30375
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (404) 529-8611
<PAGE>
Item 7c Financial Statements and Exhibits
The following are filed as Exhibits to the Registrant's Registration
Statements No. 33-63661 and 333-00649.
4 - g Supplemental Indenture dated June 22, 1998.
4 - h Underwriting Agreement dated June 17, 1998.
<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
June 19, 1998
<PAGE>
[CONFORMED COPY]
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BELLSOUTH TELECOMMUNICATIONS, INC.
AND
SUNTRUST BANK, ATLANTA,
TRUSTEE
------------------
SUPPLEMENTAL INDENTURE
DATED JUNE 22, 1998
------------------
$500,000,000 AGGREGATE PRINCIPAL AMOUNT OF
6% RESET PUT SECURITIES, DUE JUNE 15, 2012
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TABLE OF CONTENTS(*)
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PAGE
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PARTIES.................................................................................................... 1
RECITALS:
Purpose of Supplemental Indenture........................................................................ 1
Form of Note [face]...................................................................................... 1
Form of Certificate of Authentication.................................................................... 2
Form of Note [reverse]................................................................................... 3
Compliance with legal requirements....................................................................... 7
Consideration............................................................................................ 7
PART I: CREATION AND AUTHORIZATION OF SERIES............................................................... 7
PART II: SPECIAL PROVISIONS APPLICABLE TO THIS SERIES...................................................... 7
TESTIMONIUM................................................................................................ 8
SIGNATURES AND SEALS....................................................................................... 8
</TABLE>
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* The Table of Contents is not part of this Supplemental Indenture.
<PAGE>
SUPPLEMENTAL INDENTURE, dated June 22, 1998, between BELLSOUTH
TELECOMMUNICATIONS, INC., a Georgia corporation (hereinafter sometimes referred
to as the "Company"), and SUNTRUST BANK, ATLANTA, a Georgia banking corporation,
with its principal office at 3495 Piedmont Road, Building 10, Suite 810,
Atlanta, Georgia 30305, attn: Corporate Trust Department, as trustee
(hereinafter sometimes referred to as the "Trustee"),
WITNESSETH THAT:
WHEREAS, the Company and the Trustee have entered into an Indenture (the
"Indenture") dated June 1, 1998 providing for the issuance of debt securities in
series; and
WHEREAS, for its lawful corporate purposes, the Company desires to create
and authorize the series 6% Reset Put Securities, due June 15, 2012 (hereinafter
referred to as the "Notes") in an aggregate principal amount of Five Hundred
Million Dollars ($500,000,000) and to provide the terms and conditions upon
which the Notes are to be executed, registered, authenticated, issued and
delivered, the Company has duly authorized the execution and delivery of this
Supplemental Indenture; and
WHEREAS, the Notes and the certificates of authentication to be borne by the
Notes are to be substantially in the following forms, respectively:
[FORM OF NOTE]
[FACE]
[EXAMPLE OF A LEGEND TO BE INSERTED ON GLOBAL SECURITIES: Unless this
certificate is presented by an authorized representative of The Depository Trust
Company (55 Water Street, New York, New York) ("DTC") to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of DTC and any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.]
No. ________________________ $ _____________________
CUSIP No. 079867AX5
BELLSOUTH TELECOMMUNICATIONS, INC.
6% RESET PUT SECURITIES,
DUE JUNE 15, 2012
BellSouth Telecommunications, Inc., a Georgia corporation (herein referred
to as the "Company"), for value received, hereby promises to pay to
or registered assigns the principal sum of ($ )
Dollars on June 15, 2012 at the office or agency of the Company in the City of
Atlanta, Georgia, in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private
debts and to pay interest thereon from June 15, 1998 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for at
the rate determined as set forth on the reverse hereof, semi-annually on June 15
and December 15 of each year (each an "Interest Payment Date"), commencing
December 15, 1998, on said principal sum. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the person in whose name this Note is
registered at the close of business on the Regular Record Date for such
interest, which shall be the first day of June or December
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(as the case may be) immediately preceding such Interest Payment Date. Any such
interest which is payable, but is not punctually paid or duly provided for on
any Interest Payment Date ("Defaulted Interest") will forthwith cease to be
payable to the holder on such Regular Record Date and may either be paid to the
person in whose name this Note is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to holders of Notes not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be then listed, and upon such notice as may be required
by such exchange, all as more fully provided in such Indenture.
So long as this instrument is registered in the name of Cede & Co., payments
of interest hereon shall be made in immediately available funds; otherwise
payment of interest may be made at the option of the Company by check or draft
mailed to the address of the person entitled thereto at such address as shall
appear on the Note register.
Reference is hereby made to the further provisions set forth on the reverse
hereof and such further provisions shall for all purposes have the same effect
as though fully set forth in this place.
This instrument shall not be valid or become obligatory for any purpose
until the appropriate certificate of authentication hereon shall have been
executed by or on behalf of the Trustee under the Indenture referred to on the
reverse hereof.
IN WITNESS WHEREOF, BellSouth Telecommunications, Inc. has caused this
instrument to be signed by its President or one of its Vice Presidents and by
its Treasurer or an Assistant Treasurer, each by a facsimile of his or her
signature, and has caused a facsimile of its corporate seal to be affixed
hereunto or imprinted hereon.
<TABLE>
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Dated
BELLSOUTH TELECOMMUNICATIONS, INC.
BY
BY
[FORM OF CERTIFICATE OF AUTHENTICATION] [FORM OF ALTERNATE CERTIFICATE OF
AUTHENTICATION]
This is one of the Securities described This is one of the Securities described
in the within-mentioned Indenture. in the within-mentioned Indenture.
Dated SUNTRUST BANK, ATLANTA, Dated SUNTRUST BANK, ATLANTA,
as Trustee, as Trustee,
By By
As Authenticating Agent,
By
Authorized Signature. Authorized Signature.
</TABLE>
AGENCY FOR TRANSFER, EXCHANGE AND PAYMENT: _____________________________________
2
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[FORM OF NOTE]
[REVERSE]
BELLSOUTH TELECOMMUNICATIONS, INC.
This Note is one of a duly authorized issue of Securities of the Company
issued and to be issued in one or more series under an Indenture dated as of
June 1, 1998 (as supplemented from time to time, the "Indenture") between the
Company and SunTrust Bank, Atlanta (the "Trustee," which term includes any
additional successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitation of rights, duties and immunities thereunder of the
Company, the Trustee and the holders of the Notes and of the terms upon which
the Notes are, and are to be, authenticated and delivered (the words "holders"
and "holder" meaning the registered holders or holder of the Notes. Capitalized
terms used but not defined herein shall have the respective meanings assigned to
them in the Indenture. This is one of the Notes representing the series created
by the Supplemental Indenture, dated June 22, 1998, to the Indenture and
designated as the 6% Reset Put Securities, due June 15, 2012 (the "Notes"), such
series limited in aggregate principal amount to $500,000,000. Except as
described below, the Notes are not redeemable prior to maturity. The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939.
INTEREST PAYMENTS
The Notes will bear interest, payable on each Interest Payment Date, to
holders of record on the Regular Record Date preceding such Interest Payment
Date, at 6% per annum from June 15, 1998 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for to but
excluding June 15, 2002 (the "Coupon Reset Date"), whereupon (i) if all of the
Notes are purchased on such date by the holder (the "Callholder") of the Call
Option (as defined below), the Notes shall bear interest from and including the
Coupon Reset Date to but excluding June 15, 2012 (the "Final Maturity Date") at
the Coupon Reset Rate determined in accordance with the Coupon Reset Process
described below, or (ii) the Notes shall be purchased by the Company pursuant to
the exercise of the Mandatory Put (as defined below) by the Trustee on behalf of
the holders of the Notes. Interest on the Notes shall be computed on the basis
of a 360-day year comprised of twelve 30-day months.
MATURITY DATE
The Notes will mature on the Final Maturity Date. On the Coupon Reset Date,
the holder hereof will be entitled to receive 100% of the principal amount
hereof from either (i) the Callholder, if the Callholder purchases the Notes
pursuant to the Call Option, or (ii) the Company, by exercise of the Mandatory
Put by the Trustee for and on behalf of the holder hereof, if the Callholder
does not purchase the Notes pursuant to the Call Option.
CALL OPTION; MANDATORY PUT
(i) CALL OPTION. The Callholder, by giving notice to the Trustee (the
"Call Notice"), has the right to purchase the aggregate principal amount of
the Notes, in whole but not in part (the "Call Option"), on the Coupon Reset
Date, at a price equal to 100% of the principal amount hereof (the "Call
Price") (interest accrued to but excluding the Coupon Reset Date will be
paid by the Company on such date to the holders hereof on the most recent
Regular Record Date). The Call Notice is required to be given to the
Trustee, in writing, prior to 4:00 p.m., New York City time, no later than
fifteen calendar days prior to the Coupon Reset Date. The Call Notice must
contain delivery details, including the identity of the Callholder's DTC
account.
3
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If the Callholder exercises the Call Option, unless terminated, (i) not
later than 2:00 p.m., New York City time, on the Business Day prior to the
Coupon Reset Date, the Callholder will deliver the Call Price in immediately
available funds to the Trustee for payment thereof to the holders of the
Notes on the Coupon Reset Date and (ii) the holders thereof will be required
to deliver and will be deemed to have delivered their Notes to the
Callholder against payment therefor on the Coupon Reset Date through the
facilities of DTC. The Callholder is not required to exercise the Call
Option, and no holder of Notes or any interest therein shall have any right
or claim against the Callholder as a result of the Callholder's decision
whether or not to exercise the Call Option or performance or non-performance
of its obligations with respect thereto.
The Callholder may at any time assign its rights and obligations under
its Call Option; PROVIDED, HOWEVER, that (i) such rights and obligations are
assigned in whole and not in part and (ii) it provides the Trustee and the
Company with notice of such assignment contemporaneously with such
assignment. Upon receipt of notice of assignment, the Trustee will treat the
assignee as Callholder for all purposes hereunder. The Callholder may assign
its rights under the Call Option without notice to, or consent of, the
holders of the Notes. The Company, as initial Callholder, has assigned the
Call Option to Morgan Stanley & Co. International Limited.
(ii) MANDATORY PUT. If the Call Option is not exercised or if the Call
Option terminates, the Trustee will exercise the right of the holders of the
Notes to require the Company to purchase the aggregate principal amount of
Notes, in whole but not in part (the "Mandatory Put"), on the Coupon Reset
Date at a price equal to 100% of the principal amount thereof (the "Put
Price"), plus accrued but unpaid interest to but excluding the Coupon Reset
Date, in each case, to be paid by the Company to the holders of the Notes in
immediately available funds on the Coupon Reset Date. If the Trustee
exercises the Mandatory Put, then the Company will deliver the Put Price in
immediately available funds to the Trustee by no later than 12:00 noon, New
York City time, on the Coupon Reset Date and the holders of the Notes will
be required to deliver and will be deemed to have delivered the Notes to the
Company against payment therefor on the Coupon Reset Date through the
facilities of DTC. By its purchase of the Notes, each holder irrevocably
agrees that the Trustee shall exercise the Mandatory Put relating to the
Notes for or on behalf of the holders of the Notes as provided herein. No
holder of any Notes or any interest therein has the right to consent or
object to the exercise of the Trustee's duties under the Mandatory Put.
NOTICE TO HOLDERS BY TRUSTEE
In anticipation of the exercise of the Call Option or the Mandatory Put on
the Coupon Reset Date, the Trustee will notify the holders of the Notes, not
less than 30 days nor more than 90 days prior to the Coupon Reset Date, that all
Notes will be delivered on the Coupon Reset Date through the facilities of DTC
against payment of the Call Price by the Callholder under the Call Option or
payment of the Put Price by the Company under the Mandatory Put.
COUPON RESET PROCESS
Pursuant to and subject to the terms of a calculation agency agreement,
dated as of June 22, 1998, between the Company and Morgan Stanley & Co.
Incorporated, Morgan Stanley & Co. Incorporated (or its successors or assigns)
will be the Calculation Agent. If the Callholder timely exercises its Call
Option and the Call Option does not otherwise terminate in accordance with its
terms, then the Company and the Calculation Agent shall complete the following
steps (the "Coupon Reset Process") in order to determine the interest rate
("Coupon Reset Rate") to be paid on the Notes from and including the Coupon
Reset Date to but excluding the Final Maturity Date:
(i) The Company shall provide the Calculation Agent with (a) a list (a
"Dealer List"), no later than five Business Days prior to the Coupon Reset
Date, containing the names and addresses of five
4
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dealers (one of which shall be Morgan Stanley & Co. Incorporated) from which
it desires the Calculation Agent to obtain the Bids for the purchase of the
Notes and (b) such other material as may reasonably be requested by the
Calculation Agent to facilitate a successful Coupon Reset Process.
(ii) Within one Business Day following receipt by the Calculation Agent
of the Dealer List, the Calculation Agent shall provide to each dealer
("Dealer") on the Dealer List (a) a copy of the Prospectus Supplement dated
June 17, 1998 relating to the Notes and accompanying Prospectus dated June
1, 1998, (b) a copy of the form of the Notes and (c) a written request that
each such Dealer submit a Bid to the Calculation Agent no later than 3:00
p.m., New York City time, on the third Business Day prior to the Coupon
Reset Date (the "Bid Date"). "Bid" shall mean an irrevocable written offer
given by a Dealer for the purchase of the Notes, settling on the Coupon
Reset Date, and shall be quoted by such Dealer as a stated yield to maturity
on the Notes ("Yield to Maturity"). Each Dealer shall be provided with (a)
the name of the Company, (b) an estimate of the Purchase Price (which shall
be stated as a U.S. dollar amount and be calculated by the Calculation Agent
in accordance with clause (iii) below), (c) the principal amount and Final
Maturity Date of the Notes and (d) the method by which interest will be
calculated on the Notes.
(iii) The purchase price to be paid by any Dealer for the Notes (the
"Purchase Price") shall be equal to (a) the principal amount of the Notes
plus (b) a premium (the "Notes Premium") which shall be equal to the excess,
if any, of (x) the discounted present value to the Coupon Reset Date of a
bond with a maturity of June 15, 2012 which has an interest rate equal to
5.541%, semi-annual interest payments on each June 15 and December 15,
commencing December 15, 2002, and a principal amount of $500,000,000, and
assuming a discount rate equal to the Treasury Rate, over (y) $500,000,000.
"Treasury Rate" means the per annum rate equal to the offer side yield to
maturity of the current on-the-run 10-year United States Treasury Security
per Telerate page 500 (or any successor or substitute page as may replace
such page on such service) no later than 3:00 p.m., New York City time, on
the Bid Date or, if such rate does not appear on Telerate page 500 (or any
successor or substitute page as may replace such page on such service) at
such time, the rates on GovPx End-of-Day Pricing at 3:00 p.m., New York
time, on the Bid Date (or such other date or time that may be agreed upon by
the Company and the Calculation Agent).
(iv) The Calculation Agent shall immediately notify the Company of (a)
the names of each of the Dealers from whom the Calculation Agent received
Bids on the Bid Date, (b) the Bid submitted by each such Dealer and (c) the
Purchase Price as determined pursuant to clause (iii) hereof. Unless the
Call Option has terminated in accordance with its terms, the Calculation
Agent shall thereafter select from the Bids received the Bid with the lowest
Yield to Maturity (the "Selected Bid") and set the Coupon Reset Rate equal
to the interest rate which would amortize the Notes Premium fully over the
term of the Notes at the Yield to Maturity indicated by the Selected Bid,
PROVIDED, HOWEVER, that if the Calculation Agent has not received a timely
Bid from a Dealer, the Selected Bid shall be the lowest of all Bids received
by such time and PROVIDED, FURTHER that if any two or more of the lowest
Bids submitted are equivalent, the Company shall in its sole discretion
select any of such equivalent Bids (and such selected Bid shall be the
Selected Bid). In all cases, Morgan Stanley & Co. Incorporated, in its
capacity as a Dealer, has the right to match the Bid with the lowest Yield
to Maturity, whereby Morgan Stanley & Co. Incorporated's Bid becomes the
Selected Bid. The Calculation Agent shall promptly notify the Company and
the Trustee of the Coupon Reset Rate.
(v) The Company shall thereafter establish the Coupon Reset Rate as the
new interest rate on the Notes, effective from and including the Coupon
Reset Date, by delivery to the Trustee on or before the Coupon Reset Date of
an Officers' Certificate.
In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
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Certain obligations of the Company hereunder and under the Indenture may be
defeased with the effects and subject to the conditions contained therein.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than 66 2/3% in aggregate principal
amount of the Notes at the time outstanding, evidenced as in the Indenture
provided, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of the
holders of the Notes, provided, however, that no such supplemental indenture
shall (i) extend the fixed maturity of any Note, reduce the principal amount
thereof, reduce the rate or extend the time of payment of interest thereon or
reduce any premium payable upon the redemption thereof without in each case the
consent of the holder of each Note so affected, or (ii) reduce the aforesaid
percentage of Notes, the consent of the holders of which is required for any
such supplemental indenture, without the consent of the holders of all Notes
then outstanding. It is also provided in the Indenture that, under certain
circumstances, the holders of a majority in aggregate principal amount of the
Notes at the time outstanding may on behalf of the holders of all of Notes waive
any past default under the Indenture and its consequences, except a default in
the payment of the principal of (or premium, if any) or interest on any of the
Notes. Any such consent or waiver by the holder of any Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such holder and
upon all future holders and owners of such Note and of any Note issued upon the
transfer thereof or in exchange or substitution therefor, irrespective of
whether or not any notation of such consent or waiver is made upon such Note or
such other Note.
No reference herein to the Indenture and no provisions of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the place, at the respective times, as the rate and in
the coin or currency herein prescribed.
The Notes are issuable initially as registered Notes without coupons in
denominations of $1,000 and any integral multiple of $1,000. At the office or
agency of the Company referred to on the face hereof and in the manner and
subject to the limitations provided in the Indenture, Notes may be exchanged
without a service charge for a like aggregate principal amount of Notes of other
authorized denominations.
Upon due presentment for registration of transfer of this instrument at the
above-mentioned office or agency of the Company, a new Note or Notes, of
authorized denominations, for a like aggregate principal amount, will be issued
to the transferee as provided in the Indenture. No service charge shall be made
for any such transfer, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto.
The Company, the Trustee, any paying agent and any Note registrar may deem
and treat the holder hereof as the absolute owner hereof (whether or not this
Note shall be overdue and notwithstanding any notation of ownership or other
writing hereon) for the purpose of receiving payment of or on account of the
principal hereof (and premium, if any) and, subject to the provisions on the
face hereof, interest hereon, and for all other purposes, and neither the
Company nor the Trustee nor any paying agent nor any Note registrar shall be
affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of (or premium, if
any) or the interest on this Note, or for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
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This instrument shall be deemed to be a contract made under the laws of the
State of New York and for all purposes shall be construed in accordance with the
laws of said State.
------------------------
AND WHEREAS, all acts and things necessary to make the Notes, when executed
by the Company and authenticated and delivered by or on behalf of the Trustee as
in this Indenture provided, the valid, binding and legal obligations of the
Company, and to constitute these presents a valid indenture and agreement
according to its terms, have been done and performed;
NOW, THEREFORE:
In order to declare the terms and conditions upon which the Notes are
executed, registered, authenticated, issued and delivered, and in consideration
of the premises, of the purchase and acceptance of such Notes by the holders
thereof and of the sum of one dollar to it duly paid by the Trustee at the
execution of these presents, the receipt whereof is hereby acknowledged, the
Company covenants and agrees with the Trustee, for the equal and proportionate
benefit of the respective holders from time to time of such Notes, as follows:
PART I
CREATION AND AUTHORIZATION OF NOTES
There is hereby created and authorized the series of Notes entitled the "6%
Reset Put Securities, due June 15, 2012," which shall be a closed series limited
to $500,000,000 aggregate principal amount (except for Notes authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Notes of this series pursuant to Sections 2.05, 2.06, 2.07 or 3.03).
PART II
SPECIAL PROVISIONS APPLICABLE TO THIS SERIES
The following special provisions applicable to this Series are hereby agreed
to:
(a) The Company Certificate Commencement Year referred to in Section 5.04 of
the Indenture is 1999.
(b) The Trustee Reporting Date referred to in Section 5.03 of the Indenture
is July 14, 1999 and July 14 in every year thereafter.
(c) The indentures specifically described for the purpose of Section 310(b)
of the Trust Indenture Act of 1939, as amended are:
(i) Indenture between the Company and Trust Company Bank dated as of May
15, 1995, as supplemented by Supplemental Indenture thereto dated May 15,
1995, pursuant to which were issued the Company's Ten Year 6 1/2% Notes due
June 15, 2005, and as supplemented by Supplemental Indenture thereto dated
May 15, 1995, pursuant to which were issued the Company's Forty Year 7 5/8%
Debentures, due May 15, 2035; (ii) Indenture between the Company and Trust
Company Bank dated February 1, 1993, as supplemented by Supplemental
Indenture thereto dated February 1, 1993, pursuant to which were issued the
Company's Twelve Year 7% Notes, due February 1, 2005, and (iii) Indenture
between the Company and SunTrust Bank, Atlanta dated June 1, 1998 pursuant
to which were issued the Company's Thirty Year 6 3/8% Debentures, due June
1, 2028.
(d) The address of the Company referred to in Section 13.04 of the Indenture
is as follows (until another address is filed by the Company with the Trustee):
Treasurer, BellSouth Telecommunications, Inc., 125 Perimeter Center West,
Atlanta, Georgia 30346.
(e) The Indenture and each Note shall be governed by and construed in
accordance with the laws of the State of New York, except as otherwise required
by mandatory provisions of law.
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IN WITNESS WHEREOF, BellSouth Telecommunications, Inc. has caused this
Supplemental Indenture to be signed and delivered and its corporate seal to be
affixed hereunto and the same to be attested, and the Trustee has caused this
Supplemental Indenture to be signed and delivered and its corporate seal to be
affixed hereunto and the same to be attested, all as of the day and year first
written above.
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BELLSOUTH TELECOMMUNICATIONS, INC.
By: /s/ F. WAYNE FRENCH
-----------------------------------------
F. Wayne French
ASSISTANT TREASURER
[CORPORATE SEAL]
ATTEST:
/s/ ERIC B. RUDOLPH
-----------------------------------------
Eric B. Rudolph
ASSISTANT SECRETARY
SUNTRUST BANK, ATLANTA, AS TRUSTEE
By: /s/ SANDRA THOMPSON
-----------------------------------------
Sandra Thompson
VICE PRESIDENT
/s/ KRISTINE PRALL
-----------------------------------------
Kristine Prall
TRUST OFFICER
[CORPORATE SEAL]
ATTEST:
/s/ OLGA WARREN
-----------------------------------------
Olga Warren
VICE PRESIDENT
</TABLE>
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UNDERWRITING AGREEMENT
June 17, 1998
BellSouth Telecommunications, Inc.
675 West Peachtree Street, N.E.
Atlanta, Georgia 30375
Ladies and Gentlemen:
We (the "MANAGER") understand that BellSouth Telecommunications, Inc.
(the "COMPANY") proposes to issue and sell $500,000,000 aggregate principal
amount of its 6% REset Put Securities, due June 15, 2012 (the
"SECURITIES"). The Securities will be issued pursuant to a supplemental
indenture dated June 22, 1998 to an indenture dated June 1, 1998 (such
indenture, as supplemented, the "INDENTURE") with SunTrust Bank, Atlanta,
as trustee (the "TRUSTEE").
Subject to the terms and conditions set forth herein or incorporated
by reference herein, the Company hereby agrees to sell to the underwriters
named below (each such underwriter being herein called an "UNDERWRITER"),
and each Underwriter agrees,severally and not jointly, to purchase, the
principal amount of such Securities set forth below opposite its name at a
purchase price of 99.433% of the principal amount, plus accrued interest
from June 15, 1998 to the date of payment and delivery:
<TABLE>
<CAPTION>
Name Principal Amount
---- ----------------
<S> <C>
Morgan Stanley & Co. Incorporated $160,000,000
Lehman Brothers Inc.
$160,000,000
J.P. Morgan Securities Inc.
$ 60,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated $ 60,000,000
Salomon Brothers Inc $ 60,000,000
------------
Total $500,000,000
------------
</TABLE>
The Underwriters will pay for such Securities by wire transfer in
immediately available funds upon delivery thereof through the book-entry
facilities of The Depository Trust Company at 10:00 a.m. (New York time) on
June 22, 1998.
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The Securities shall have the following terms:
Maturity: June 15, 2012 (subject to the Call Option and
Mandatory Put provisions as set forth in Attachment A
hereto)
Interest Rate: 6%
Call Option; Mandatory Put: As set forth in
Attachment A hereto
Interest Payment Dates: June 15 and December
15 commencing December 15, 1998
Initial Public Offering Price: 99.883% of
principal amount, plus accrued interest
If at any time when a Prospectus is required by the Securities Act of
1933, as amended (the "SECURITIES ACT"), to be delivered in connection with any
sale of the Securities (including any sale of the Securities by the Callholder,
any Dealer or any of their affiliates following any exercise of the Call Option
and in connection with any remarketing of the Securities), any event shall occur
or condition shall exist as a result of which it is necessary, in the reasonable
opinion of counsel for the Callholder or any such Dealer or for the Company, to
amend any registration statement or amend or supplement any prospectus or
prospectus supplement in order that such prospectus or prospectus supplement
will not include any untrue statement of material fact or omit to state a
material fact necessary in order to make the statements therein not misleading
in the light of the circumstances existing at the time it is delivered to a
purchaser, or if it shall be necessary, in the opinion of such counsel, at any
such time to amend any registration statement or file a new registration
statement or amend or supplement any prospectus or issue a new prospectus or
prospectus supplement in order to comply with the requirements of the Securities
Act or the Securities and Exchange Commission's interpretations of the
Securities Act, the Company shall prepare and file with the Securities and
Exchange Commission such amendment or supplement as may be necessary to correct
such statement or omission or to make any such registration statement or any
such prospectus or prospectus supplement comply with such requirements, or
prepare and file any such new registration statement and prospectus as may be
necessary for such purpose, and furnish to such Callholder or any such Dealer
such number of copies of such amendment, supplement, prospectus or other
documents as they may reasonably request. In addition, the Company shall, if at
any time when a prospectus is required by the Securities Act to be delivered in
connection with any sale of the applicable principal amount of the Securities by
a Callholder or
<PAGE>
any Dealer or any of their affiliates following the exercise by such Callholder
of its Call Option, (i) execute and deliver or cause to be executed and
delivered legal documentation (including a purchase agreement or underwriting
agreement and registration rights agreement with indemnities, covenants,
representations and warranties, comfort letters and legal opinions) in form and
substance reasonably satisfactory to such Callholder or Dealer and consistent
with the BellSouth Telecommunications, Inc. Underwriting Agreement Standard
Provisions (Debt) dated January 1, 1992 (ii) provide promptly upon request
updated consolidated financial statements to the date of its latest report filed
with the Securities and Exchange Commission and (iii) to the extent the Company
and the Callholder or applicable Dealer deem reasonably necessary for successful
completion of the Coupon Reset Process, make available senior management of the
Company for road show and one-on-one presentations.
ASSIGNMENT OF CALL OPTION
(a) In consideration for the sum of $14,750,000, the Company will
irrevocably assign to the Callholder all of the Company's right, title and
interest in, to and under the Call Option subject to the terms and conditions
set forth in the Call Option. The Callholder may at any time assign its rights
and obligations under its Call Option to an affiliate; provided that (i) such
rights and obligations are assigned in whole and not in part and (ii) it
provides the Trustee and the Company with notice of such assignment
contemporaneously with such assignment. Upon receipt of notice of assignment,
the Trustee shall treat the assignee as Callholder for such Call Option for all
purposes. The Callholder may assign its rights under its Call Option without
notice to, or consent of, the holders of the Notes to which the Call Option
corresponds.
(b) The Company agrees that it will not take any action that is
inconsistent with such assignment and that it will, from time to time upon the
request of the Trustee, execute all instruments of further assurance and all
such supplemental instruments with respect to such assignment as the Trustee may
specify.
Terms used in the preceding three paragraphs and not otherwise defined
shall have the meaning ascribed to them in the Calculation Agency Agreement to
be dated as of June 22, 1998 between the Company and Morgan Stanley & Co.
Incorporated, as Calculation Agent.
All the provisions contained in the document entitled the BellSouth
Telecommunications, Inc. Underwriting Agreement Standard Provisions (Debt) dated
January 1, 1992, a copy of which you have previously received, are herein
incorporated by reference in their entirety and shall be deemed to be a part of
this Agreement to the same extent as if such provisions had been set forth in
full
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herein.
Very truly yours,
By MORGAN STANLEY & CO.
INCORPORATED
acting on behalf of
itself and the other
Underwriters named above
By /s/ Michael Fusco
---------------------------
Name: Michael Fusco
Vice President
Accepted:
BELLSOUTH TELECOMMUNICATIONS, INC.
By /s/ F. W. French
----------------------------
<PAGE>
ATTACHMENT A
CALL OPTION AND MANDATORY PUT PROVISIONS
On June 15, 2002 holders of the Securities will be entitled to receive
100% of the principal amount thereof either (i) through the exercise of a call
option, as provided for in the Indenture or (ii) in the event the call option is
not exercised or the call price is not paid, the automatic exercise of a
mandatory put to the Company by the Trustee on behalf of the holders of
Securities, as provided for in the Indenture.
