As filed with the Securities and Exchange Commission on December 7, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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., Room 20M77,
Atlanta, Georgia 30375
Telephone Number (404) 927-1909
Agent for Service
Ray E. Winborne
BellSouth Corporation
1155 Peachtree Street, N.E.
Room 15G03
Atlanta, Georgia 30309-3610
Please send copies of all communications to:
Leigh Ann Dolan Charles S. Whitman III
675 West Peachtree Street, N.E. Davis Polk & Wardwell
Suite 4300 450 Lexington Avenue
Atlanta, Georgia 30375 New York, New York 10017
Approximate Date of Commencement of Proposed Sale to the Public: From time to
time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [__]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-77815
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [__] 333-[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [__]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Proposed
each class maximum
of securities Proposed aggregate Amount of
to be Amount to be maximum offering offering registration
registered registered (1) price per unit (2) price (1)(2) fee
<S> <C> <C> <C> <C>
Debt Securities . $ 300,000,000 100% $ 300,000,000 $ 79,200
<FN>
(1) If any Debt Securities are issued at an original issue discount, the amount
to be registered shall be deemed to be such higher principal amount as may
be sold for an initial public offering price of up to $300,000,000.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a), and exclusive of accrued interest, if any.
</FN>
</TABLE>
<PAGE>
Incorporation by Reference of Registration Statement on Form S-3, File No.
333-77815
This Registration Statement hereby incorporates by reference in its entirety the
Registrant's Registration Statement on Form S-3 (File No. 333-77815) declared
effective on May 12, 1999, as amended, including the documents incorporated by
reference therein.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta and State of Georgia, on the 7th day of
December, 2000.
BellSouth Telecommunications, Inc.
By /s/ Guy L. Cochran
Guy L. Cochran
Vice President, Chief Financial
Officer and Comptroller
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Principal Executive Officer:
Roderick D. Odom, Jr. President /s/ Roderick D. Odom, Jr.
December 7, 2000
Principal Financial Officer and
Principal Accounting Officer:
Guy L. Cochran Vice President, Chief /s/ Guy L. Cochran
Financial Officer and December 7, 2000
Comptroller
Directors:
Roderick D. Odom, Jr. Director /s/ Roderick D. Odom, Jr.
December 7, 2000
<PAGE>
II-4
EXHIBIT INDEX
Exhibit
Number Description of Exhibits Page
23 - Consent of PricewaterhouseCoopers LLP, 5
independent accountants
