AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 12, 1999
REGISTRATION NO. 333-60173
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
AMENDMENT NO.1
to
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------------
<TABLE>
<CAPTION>
<S> <C>
PRUDENTIAL SECURITIES STRUCTURED ASSETS, INC. RECEIPTS ON CORPORATE SECURITIES TRUST, SERIES BLS 1998-1
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its Trust
Delaware Agreement)
(State or other jurisdiction of incorporation or New York
organization) (State or other jurisdiction of incorporation or
6799 organization)
(Primary Standard Industrial Classification Code 6733
Number) (Primary Standard Industrial Classification Code Number)
31-0944462 N/A
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
One New York Plaza c/o The Bank of New York
14th Floor 101 Barclay Street, 12 East
New York, New York 10292 New York, New York 10286
(212) 809-6631 Attention: Corporate Trust
(Address, including zip code, and telephone number, (212) 815-5098
including area code, of registrant's principal (Address including zip code, and telephone number,
executive offices) including area code, of registrant's principal executive
offices)
</TABLE>
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Felicia Smith, Esq.
Prudential Securities Incorporated
One Seaport Plaza
New York, New York 10292
(212) 214-6324
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
David L. Sugerman, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. |_|
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) 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. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(d) 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. |_|
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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<PAGE>
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
X Information contained herein is subject to completion X
X or amendment. A registration statement relating to these X
X securities has been filed with the Securities and Exchange X
X Commission. These securities may not be sold nor may offers to X
X buy be accepted prior to the time the registration statement X
X becomes effective. This prospectus shall not constitute an offer X
X to sell or the solicitation of an offer to buy nor shall there be X
X any sale of these securities in any State in which such offer, X
X solicitation or sale would be unlawful prior to registration or X
X qualification under the securities laws of any such State. X
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
SUBJECT TO COMPLETION, DATED JANUARY 12, 1999
PROSPECTUS
Receipts on Corporate Securities Trust, Series BLS 1998-1
Offer to Exchange Receipts on Corporate Securities, Series BLS 1998-1,
Residual Class, which have been registered under the Securities Act of
1933, as amended, for any and all outstanding Receipts on Corporate
Securities, Series BLS 1998-1, Residual Class
The Exchange Offer will expire at 5:00 p.m., New York City time, on
February , 1999, unless extended.
The Receipts on Corporate Securities, Series BLS 1998-1, Residual Class
(the "New Certificates") issued by the Receipts on Corporate Securities Trust,
Series BLS 1998-1 (the "Trust"), which have been registered under the Securities
Act of 1933, as amended (the "Securities Act"), pursuant to a Registration
Statement of which this Prospectus is a part, are hereby offered, upon the terms
and subject to the conditions set forth in this Prospectus and the accompanying
letter of transmittal (the "Letter of Transmittal" and, together with this
Prospectus, the "Exchange Offer"), in exchange for an equal Certificate
Principal Balance of outstanding Receipts on Corporate Securities, Series BLS
1998-1, Residual Class (the "Old Certificates"), of which $61,000,000 aggregate
Certificate Principal Balance is outstanding as of the date hereof. The Trust
was formed pursuant to a trust agreement dated as of August 28, 1997, as amended
by Base Amendment No.1 dated as of February 27, 1998, and as supplemented by the
Series BLS 1998-1 Supplement dated as of January 30, 1998 (together, the "Trust
Agreement") between Prudential Securities Structured Assets, Inc., as depositor
("PSSA") and The Bank of New York, a New York banking corporation, as trustee
(the "Trustee"). The property of the Trust will consist solely of $61,000,000
aggregate principal amount of One Hundred Year 7.12% Debentures due July 15,
2097 (the "BCFC Debentures") issued by BellSouth Capital Funding Corporation
("BCFC"), having the characteristics described in its prospectus dated July 22,
1997 and the supplement thereto dated July 22, 1997 (together, the "BCFC
Debentures Prospectus"). The BCFC Debentures were issued and sold as part of an
underwritten public offering of $500,000,000 aggregate principal amount of such
securities.
Any and all Old Certificates that are validly tendered and not withdrawn on
or prior to 5:00 P.M., New York City time, on the date the Exchange Offer
expires, which will be February , 1999, (30 calendar days following the
commencement of the Exchange Offer) unless the Exchange Offer is extended (such
date, including as extended, the "Expiration Date"), will be accepted for
exchange. Tenders of Old Certificates may be withdrawn at any time prior to 5:00
P.M., New York City time on the Expiration Date. The Exchange Offer is not
conditioned upon any minimum principal amount of Old Certificates being tendered
for exchange. However, the Exchange Offer is subject to certain customary
conditions, which may be waived by the Trust, and to the terms of the
Registration Rights Agreement, dated as of January 30, 1998 (the "Registration
Rights Agreement"), between PSSA and Prudential Securities Incorporated, as
initial purchaser ("Prudential Securities"). Old Certificates may be tendered
only in minimum denominations of $2,000,000 Certificate Principal Balance and
integral multiples of $1.00 in excess thereof. See "The Exchange Offer".
The New Certificates will be entitled to the benefits of the same Trust
Agreement that governs the Old Certificates and will govern the New
Certificates. The form and terms of the New Certificates are the same in all
material respects as the form and terms of the Old Certificates, except the New
Certificates have been registered under the Securities Act and therefore will
not bear certain legends restricting the transfer thereof. The New Certificates
will be issued in fully registered, certificated form. See "The Exchange Offer"
and "Description of the New Certificates".
The Trust issued the Receipts on Corporate Securities Series BLS 1998-1
(the "Trust Certificates") in two Series: the Amortizing Class and the Residual
Class, which collectively represent the entire beneficial ownership of the
Trust. Subject to the occurrence of an Optional Redemption, a Maturity
Shortening Redemption or an In-Kind Distribution (each as defined herein), the
Residual Class Certificates evidence fractional undivided beneficial interests
in all principal payments on the BCFC Debentures, and in interest accrued and
paid on the BCFC Debentures after January 15, 2018 at a rate of 7.12% per annum,
compounded semiannually. Subject to such occurrences, the Amortizing Class
Certificates evidence fractional undivided beneficial interests in all payments
of interest accrued and paid on the BCFC Debentures on or before January 15,
2018. Trust Certificates were purchased at an original issue discount. Subject
to the occurrence of an Optional Redemption or a Maturity Shortening Redemption,
no cash distributions will be made on the Residual Class Certificates. Instead,
the Residual Class Certificates outstanding on January 15, 2018 will be
terminated and deemed involuntarily surrendered by the holders thereof in
exchange for a principal amount of the BCFC Debentures underlying such Residual
Class Certificates equal to the aggregate Certificate Principal Balance of such
Residual Class Certificates. No action by such holders will be required to
effect such termination and exchange, which will be carried out by the Trustee's
notifying such holders of such termination and exchange and distributing to each
such holder in kind its pro-rata portion of the BCFC Debentures in accordance
with the Trust Agreement.
The BCFC Debentures may be redeemed prior to maturity, as a whole or in
part from time to time, at the option of BCFC (an "Optional Redemption"), on not
less than 30 or more than 60 days' notice, at a redemption price equal to the
greater of (i) 100% of the principal amount being redeemed and (ii) the sum of
the present values of the Remaining Scheduled Payments (as defined herein)
thereon discounted to the redemption date on a semiannual basis at the Treasury
Rate (as defined herein) plus 15 basis points, together with accrued interest on
the principal amount being redeemed to the Optional Redemption Date.
In addition, if a Tax Event (as defined herein) occurs and, in the opinion
of nationally recognized independent tax counsel to BCFC, there would,
notwithstanding any shortening of the maturity of the BCFC Debentures as
described herein, be more than an insubstantial risk that interest paid by BCFC
on the BCFC Debentures is not, or will not be, deductible, in whole or in part,
by BellSouth for United States federal income tax purposes, BCFC will have the
right, on not less than 30 or more than 60 days' notice, to redeem the BCFC
Debentures, as a whole but not in part, at a redemption price equal to the
greater of (i) 100% of the principal amount being redeemed and (ii) the sum of
the present values of the Remaining Scheduled Payments thereon discounted to the
redemption date on a semiannual basis at the Treasury Rate plus 25 basis points,
together with accrued interest on the principal amount being redeemed to the
redemption date.
Upon the occurrence of a Tax Event (as defined herein) with respect to the
BCFC Debentures, BCFC has the right to shorten the maturity of the BCFC
Debentures to the extent required, in the opinion of a nationally recognized
independent tax counsel to BCFC, such that, after the shortening of the
maturity, interest paid on the BCFC Debentures will be deductible by BellSouth
Corporation ("BellSouth") for federal income tax purposes. (Any such new
maturity date is referred to herein as the "Shortened Maturity Date.") If the
Shortened Maturity Date is on or prior to January 15, 2018, the Residual Class
Certificates and the Amortizing Class Certificates will be redeemed on the
Shortened Maturity Date (a "Maturity Shortening Redemption"). The Trustee will
distribute the payment received on the BCFC Debentures on the Shortened Maturity
Date to the holders of the Residual Class Certificates and the Amortizing Class
Certificates, respectively, in the same ratio as (i) the present value of all
originally scheduled future payments on the BCFC Debentures after January 15,
2018 bears to (ii) the present value of all originally scheduled future payments
on the Amortizing Class Certificates, discounted semiannually in each case at a
rate of 7.12% per annum to the Shortened Maturity Date. Such ratio will be
calculated by PSSA, as calculation agent.
Losses realized on the BCFC Debentures will be borne by the holders of the
Trust Certificates in the manner described herein. See "Risk Factors--Events of
Default" herein.
BCFC did not participate in, and did not receive any proceeds in connection
with, the sale of the Trust Certificates.
Based on interpretations by the staff of the Securities and Exchange
Commission (the "Commission"), as set forth in no-action letters issued to third
parties, including Exxon Capital Holdings Corporation, SEC No-Action Letter
(available April 13, 1989), Morgan Stanley & Co. Incorporated, SEC No-Action
Letter (available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter
(available July 2, 1993) (collectively, the "Exchange Offer No-Action Letters"),
PSSA believes that the New Certificates issued pursuant to the Exchange Offer
may be offered for resale, resold or otherwise transferred by holders thereof
(other than a broker-dealer who acquires such New Certificates directly from the
Trust or PSSA for resale pursuant to Rule 144A under the Securities Act or any
other available exemption under the Securities Act or any holder that is an
"affiliate" of PSSA as defined in Rule 405 under the Securities Act), without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such New Certificates are acquired in the ordinary
course of such holders' business and such holders are not engaged in, and do not
intend to engage in, a distribution of such New Certificates and have no
arrangement with any person to participate in a distribution of such New
Certificates. By tendering the Old Certificates in exchange for New
Certificates, each holder, other than a broker-dealer, will represent to the
Trust that: (i) it is not an affiliate of PSSA (as defined in Rule 405 under the
Securities Act) or a broker-dealer tendering Old Certificates acquired directly
from PSSA for its own account; (ii) any New Certificates to be received by it
will be acquired in the ordinary course of its business; and (iii) it is not
engaged in, and does not intend to engage in, a distribution of such New
Certificates and has no arrangement or understanding to participate in a
distribution of the New Certificates. If a holder of Old Certificates is engaged
in or intends to engage in a distribution of the New Certificates or has any
arrangement or understanding with respect to the distribution of the New
Certificates to be acquired pursuant to the Exchange Offer, such holder may not
rely on the applicable interpretations of the staff of the Commission and must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any secondary resale transaction. Each
broker-dealer that receives New Certificates for its own account pursuant to the
Exchange Offer (a "Restricted Broker-Dealer") must acknowledge that it will
deliver a prospectus in connection with any resale of such New Certificates. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a Restricted Broker-Dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a Restricted
Broker-Dealer in connection with resales of New Certificates received in
exchange for Old Certificates where such Old Certificates were acquired by such
Restricted Broker-Dealer as a result of market-making activities or other
trading activities. Pursuant to the Registration Rights Agreement, PSSA has
agreed that starting on the Expiration Date it will make this Prospectus
available to any Restricted Broker-Dealer for use in connection with any such
resale for one year. See "Plan of Distribution".
Neither the Trust nor PSSA will receive any proceeds from this offering.
PSSA has agreed to pay the expenses of the Exchange Offer. No underwriter or
dealer-manager is being utilized in connection with the Exchange Offer.
THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL THE TRUST ACCEPT
SURRENDERS FOR EXCHANGE FROM, HOLDERS OF OLD CERTIFICATES IN ANY JURISDICTION IN
WHICH THE EXCHANGE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE
WITH THE SECURITIES AND BLUE SKY LAWS OF SUCH JURISDICTION.
Prior to this Exchange Offer, there has been no public market for the New
Certificates. Neither PSSA nor the Trust intends to apply for listing of the New
Certificates on any securities exchange or for quotation of the New Certificates
on The Nasdaq Stock Market's National Market or otherwise. Prudential Securities
has previously made a market in the Old Certificates, and the Trust has been
advised that Prudential Securities currently intends to make a market in the New
Certificates, as permitted by applicable laws and regulations, after
consummation of the Exchange Offer. Prudential Securities is not obligated,
however, to make a market in the Old Certificates or the New Certificates and
any such market-making activity may be discontinued at any time without notice
at the sole discretion of Prudential Securities. There can be no assurance as to
the liquidity of the public market for the New Certificates or that any active
public market for the New Certificates will develop or continue. If an active
public market does not develop or continue, the market price and liquidity of
the New Certificates may be adversely affected. See "Risk Factors--Absence of a
Public Market for the New Certificates".
---------------------
For a discussion of material risks that should be considered by
participants in the Exchange Offer, see "Risk Factors" beginning on page 11 of
this Prospectus.
---------------------
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. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION. HOLDERS OF OLD CERTIFICATES ARE URGED TO READ THIS PROSPECTUS AND
THE RELATED LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER
THEIR OLD CERTIFICATES PURSUANT TO THE EXCHANGE OFFER.
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The date of this Prospectus is January , 1999
<PAGE>
AVAILABLE INFORMATION REGARDING THE TRUST
PSSA on behalf of the Trust will be subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith will file reports and other information with
the Commission relating to the Trust. Such reports, proxy statements and other
information may be inspected and copied at the following public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; Seven World Trade Center, 13th Floor, New
York, New York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material may also be obtained from the
Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, upon payment of prescribed rates.
The Commission maintains a Web site at http://www.sec.gov containing reports,
proxy statements and other information regarding registrants that file
electronically with the Commission, including PSSA on behalf of the Trust.
The reports to be filed by PSSA on behalf of the Trust will consist
primarily of distribution date statements relating to the distributions made on
the Trust Certificates and certain material events regarding the Trust, but not
other financial information or statements. The reports will also refer to the
periodic reports filed by BellSouth so long as BellSouth is a reporting company
under the Exchange Act. If BellSouth ceases to be a reporting company under the
Exchange Act, information regarding the BCFC Debentures will be limited to that
received by the Trustee, as the holder of the BCFC Debentures, from the BCFC
Debentures Trustee as required by the BCFC Debentures Indenture.
BCFC is not subject to the informational requirements of the Exchange Act
and no documents have been filed by BCFC under the Exchange Act.
This Prospectus constitutes a part of a registration statement on Form S-4
(together with all amendments and exhibits, the "Registration Statement") filed
by the Trust and PSSA on behalf of the Trust with the Commission, through the
Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"), under the
Securities Act, with respect to the New Certificates offered hereby. This
Prospectus omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration Statement for
further information with respect to the Trust and Holdings and the securities
offered hereby. Although statements concerning and summaries of certain
documents are included herein, reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission. These documents may be inspected without charge at the office of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and copies may be obtained at fees and charges prescribed by the Commission.
No separate financial statements of the Trust have been included or
incorporated by reference herein. PSSA does not believe such financial
statements would be material to holders of the New Certificates because the sole
asset of the Trust consists of debt obligations of an unaffiliated issuer that
is a reporting company under the Exchange Act. See "Description of the Trust
Assets."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission as exhibits to the
Registration Statement of which this Prospectus is a part (File No. 333-60173)
are hereby incorporated by reference in this Prospectus: the Trust Agreement
dated as of August 28, 1997 between Prudential Securities Structured Assets,
Inc., as depositor, and The Bank of New York, as trustee, as amended by Base
Trust Agreement dated as of February 27, 1998; the Series BLS 1998-1 Supplement
dated as of January 30, 1998 between Prudential Securities Structured Assets,
Inc., as depositor, and The Bank of New York, as trustee; and the Registration
Rights Agreement dated as of January 30, 1998 between Prudential Securities
Structured Assets, Inc. and Prudential Securities Incorporated.
This Prospectus incorporates documents by reference that are not presented
herein or delivered herewith. These documents are available without charge to
any person to whom a Prospectus is delivered, upon written or oral request of
such person, from Prudential Securities Structured Assets, Inc., One New York
Plaza, 14th Floor, New York, N.Y. 10292-2014, Attention: James Whang. In order
to ensure timely delivery of the documents, any request should be made by
January 31, 1999.
<PAGE>
PROSPECTUS SUMMARY
The following summary information is qualified in its entirety by the
detailed information appearing elsewhere or incorporated by reference in this
Prospectus. Prospective investors are urged to read this Prospectus in its
entirety. Certain capitalized terms used herein are defined elsewhere in this
Prospectus. For an index of capitalized terms, please see page 36.
The Issuer
Receipts on Corporate Securities Trust, Series BLS 1998-1 (the "Trust")
formed pursuant to a Trust Agreement dated as of August 28, 1997, between
Prudential Securities Structured Assets, Inc., as depositor ("PSSA"), and The
Bank of New York, a New York banking corporation, as trustee (the "Trustee"), as
amended by Base Amendment No. 1 dated as of February 27, 1998 and as
supplemented by the Series BLS 1998-1 Supplement dated as of January 30, 1998
(together, the "Trust Agreement"). PSSA is a Delaware corporation and a
wholly-owned subsidiary of Prudential Securities Group Inc. ("PSGI"). On January
30, 1998, PSSA deposited $61,000,000 aggregate principal amount of One Hundred
Year 7.12% Debentures due July 15, 2097 (the "BCFC Debentures") issued by
BellSouth Capital Funding Corporation ("BCFC") with the Trustee in exchange for
two classes of Receipts on Corporate Securities, Series BLS 1998-1: the
Amortizing Class Certificates and the Residual Class Certificates (together the
"Trust Certificates"). The Old Certificates currently constitute, and the New
Certificates along with any Old Certificates not tendered in the Exchange Offer
will constitute, the entire Residual Class.
The Corporate Trust Office of the Trustee is located at 101 Barclay Street,
12th Floor East, New York, New York 10286, Attention: Corporate
Trust--Administration and its number is (212) 815-5098.
Description of the Trust Assets
The assets of the Trust consist solely of $61,000,000 aggregate principal
amount of One Hundred Year 7.12% Debentures due July 15, 2097 issued by BCFC and
having the characteristics described in the BCFC Debentures Prospectus. The BCFC
Debentures were originally issued by BCFC on or about July 25, 1997 as part of
an underwritten public offering of $500,000,000 aggregate principal amount of
such securities (CUSIP No. 079857AF6) pursuant to a registration statement on
Form S-3 (File No. 33-51449) (together with all amendments and exhibits thereto,
the "BCFC Debentures Registration Statement"), filed by BellSouth and BCFC with
the Commission under the Securities Act. Payments of interest are required to be
made on the BCFC Debentures semiannually on the fifteenth day of each January
and July, commencing January 15, 1998, or if such day is not a business day, on
the next succeeding business day.
The BCFC Debentures Prospectus states that the BCFC Debentures have the
benefit of a Support Agreement between BCFC and BellSouth Corporation
("BellSouth"). Pursuant to the Support Agreement, BellSouth agreed (i) to own,
directly or indirectly, all the outstanding voting capital stock of BCFC; (ii)
to cause BCFC to maintain a positive tangible net worth and, (iii) in the event
BCFC is unable to pay when due the principal, premium, if any, and interest on
the BCFC Debentures, to provide funds to BCFC to assure that it will be able to
make such payments on a timely basis. The remedies of holders of the BCFC
Debentures in respect of BellSouth's obligations under the Support Agreement are
subject to certain limitations on recourse to the assets of BellSouth, as
described herein.
The BCFC Debentures deposited in the Trust represent the sole assets of the
Trust that are available to make distributions in respect of the Trust
Certificates. Consequently, the ability of holders of New Certificates to
receive cash distributions in respect of the New Certificates in the event of an
Optional Redemption or a Maturity Shortening Redemption will depend on the
Trust's receipt of payments on, or in respect of, the BCFC Debentures.
The Exchange Offer
The Exchange Offer ................New Certificates are being offered in
exchange for an equal Certificate Principal
Balance of Old Certificates. As of the date
hereof, Old Certificates with an aggregate
Certificate Principal Balance of $61,000,000
are outstanding. Old Certificates may be
tendered only in minimum denominations of
$2,000,000 and integral multiples of $1.00 in
excess thereof.
Registration Rights Agreement .....The Old Certificates were sold on January 30,
1998 to Prudential Securities. Prudential
Securities placed the Old Certificates with
institutional investors in a transaction
exempt from registration under the Securities
Act in reliance on Rule 144A thereunder. In
connection therewith, PSSA and Prudential
Securities entered into the Registration
Rights Agreement, providing, among other
things, for the Exchange Offer to occur. See
"The Exchange Offer--Terms of the Exchange
Offer".
Resale of New Certificates ........Based on interpretations by the staff of the
Commission, as set forth in no-action letters
issued to third parties, including the
Exchange Offer No-Action Letters, PSSA
believes that the New Certificates issued
pursuant to the Exchange Offer may be offered
for resale, resold or otherwise transferred
by holders thereof (other than a
broker-dealer who acquires such New
Certificates directly from the Trust for
resale pursuant to Rule 144A under the
Securities Act or any other available
exemption under the Securities Act or any
holder that is an "affiliate" of PSSA as
defined under Rule 405 of the Securities
Act), without compliance with the
registration and prospectus delivery
provisions of the Securities Act, provided
that such New Certificates are acquired in
the ordinary course of such holders' business
and such holders are not engaged in, and do
not intend to engage in, a distribution of
such New Certificates and have no arrangement
with any person to participate in a
distribution of such New Certificates. By
tendering the Old Certificates in exchange
for New Certificates, each holder, other than
a broker-dealer, will represent to the Trust
that: (i) it is not an affiliate of PSSA (as
defined in Rule 405 under the Securities Act)
or a broker-dealer tendering Old Certificates
acquired directly from PSSA for its own
account; (ii) any New Certificates to be
received by it were acquired in the ordinary
course of its business; and (iii) it is not
engaged in, and does not intend to engage in,
a distribution of such New Certificates and
has no arrangement or understanding to
participate in a distribution of the New
Certificates. If a holder of Old Certificates
is engaged in or intends to engage in a
distribution of the New Certificates or has
any arrangement or understanding with respect
to the distribution of the New Certificates
to be acquired pursuant to the Exchange
Offer, such holder may not rely on the
applicable interpretations of the staff of
the Commission and must comply with the
registration and prospectus delivery
requirements of the Securities Act in
connection with any secondary resale
transaction. Each Restricted Broker-Dealer
that receives New Certificates for its own
account pursuant to the Exchange Offer must
acknowledge that it will deliver a prospectus
in connection with any resale of such New
Certificates. The Letter of Transmittal
states that by so acknowledging and by
delivering a prospectus, a Restricted
Broker-Dealer will not be deemed to admit
that it is an "underwriter" within the
meaning of the Securities Act. This
Prospectus, as it may be amended or
supplemented from time to time, may be used
by a Restricted Broker-Dealer in connection
with resales of New Certificates received in
exchange for Old Certificates where such Old
Certificates were acquired by such Restricted
Broker-Dealer as a result of market-making
activities or other trading activities. PSSA
has agreed that it will make this Prospectus
available to any Restricted Broker-Dealer for
use in connection with any such resale for
one year. See "Plan of Distribution". To
comply with the securities laws of certain
jurisdictions, it may be necessary to qualify
for sale or register the New Certificates
prior to offering or selling such New
Certificates. PSSA has agreed, pursuant to
the Registration Rights Agreement and subject
to certain specified limitations therein, to
cause the registration or qualification of
the New Certificates for offer or sale under
the securities or "blue sky" laws of such
jurisdictions as may be necessary to permit
the holders of New Certificates to trade the
New Certificates without any restrictions or
limitations under the securities laws of the
several states of the United States.
Consequences of Failure to
Exchange Old Certificates .........Upon consummation of the Exchange Offer,
subject to certain exceptions, holders of Old
Certificates who do not exchange their Old
Certificates for New Certificates in the
Exchange Offer will no longer be entitled to
registration rights and will not be able to
offer or sell their Old Certificates, unless
such Old Certificates are subsequently
registered under the Securities Act (which,
subject to certain limited exceptions,
neither PSSA nor the Trust will have an
obligation to do), except pursuant to an
exemption from, or in a transaction not
subject to, the Securities Act and applicable
state securities laws. See "Risk
Factors--Risk Factors Relating to the New
Certificates and the Exchange
Offer--Consequences of Failure to Exchange"
and "The Exchange Offer--Terms of the
Exchange Offer".
Expiration Date ...................5:00 p.m., New York City time, on February ,
1999 (30 calendar days following the
commencement of the Exchange Offer), unless
the Exchange Offer is extended, in which case
the term "Expiration Date" means the latest
date and time to which the Exchange Offer is
extended.
Conditions to the
Exchange Offer ....................The Exchange Offer is not conditioned upon
any minimum principal amount of Old
Certificates being tendered for exchange.
However, the Exchange Offer is subject to
certain customary conditions, which may be
waived by the Trust. See "The Exchange
Offer--Conditions". Except for the
requirements of applicable federal and state
securities laws, there are no federal or
state regulatory requirements to be complied
with, or obtained by, the Trust or PSSA in
connection with the Exchange Offer.
Procedures for Tendering
Old Certificates ..................Each holder of Old Certificates wishing to
accept the Exchange Offer must complete, sign
and date the Letter of Transmittal, or a
facsimile thereof, in accordance with the
instructions contained herein and therein,
and mail or otherwise deliver such Letter of
Transmittal, or such facsimile, together with
the Old Certificates to be exchanged and any
other required documentation to the Exchange
Agent at the address set forth herein. See
"The Exchange Offer--Procedures for
Tendering".
Guaranteed Delivery
Procedures ........................Holders of Old Certificates who wish to
tender their Old Certificates and whose Old
Certificates are not immediately available or
who cannot deliver their Old Certificates and
a properly completed Letter of Transmittal or
any other documents required by the Letter of
Transmittal to the Exchange Agent prior to
the Expiration Date may tender their Old
Certificates according to the guaranteed
delivery procedures set forth in "The
Exchange Offer--Guaranteed Delivery
Procedures".
Withdrawal Rights .................Tenders of Old Certificates may be withdrawn
at any time prior to 5:00 p.m., New York City
time, on the Expiration Date. To withdraw a
tender of Old Certificates, a written or
facsimile transmission notice of withdrawal
must be received by the Exchange Agent at its
address set forth herein under "The Exchange
Offer--Exchange Agent" prior to 5:00 p.m.,
New York City time, on the Expiration Date.
Acceptance of Old Certificates
and Delivery of New Certificates ..Subject to certain conditions, any and all
Old Certificates that are properly tendered
in the Exchange Offer prior to 5:00 p.m., New
York City time, on the Expiration Date will
be accepted for exchange. The New
Certificates issued pursuant to the Exchange
Offer will be delivered promptly following
the Expiration Date. See "The Exchange
Offer--Terms of the Exchange Offer".
Federal Income Tax Consequences ...The exchange of New Certificates for Old
Certificates will not be a sale or exchange
or otherwise a taxable event for Federal
income tax purposes. See "U.S. Federal Income
Tax Consequences--Exchange of Old
Certificates for New Certificates".
Exchange Agent ....................The Bank of New York is serving as exchange
agent (the "Exchange Agent") in connection
with the Exchange Offer. The Bank of New York
is also the Trustee.
Fees and Expenses .................All expenses incident to the Trust's
consummation of the Exchange Offer and
compliance with the Registration Rights
Agreement will be borne by PSSA. See "The
Exchange Offer--Fees and Expenses".
Use of Proceeds ...................There will be no cash proceeds payable to the
Trust or PSSA from the issuance of the New
Certificates pursuant to the Exchange Offer.
The proceeds from the sale of the Old
Certificates were applied to the purchase of
the BCFC Debentures and to pay issuance
costs. See "Use of Proceeds".
<PAGE>
The New Certificates
The Exchange Offer relates to the exchange of up to $61,000,000 aggregate
Certificate Principal Balance of Old Certificates for up to an equal aggregate
Certificate Principal Balance of New Certificates. The New Certificates will be
entitled to the benefits of the same Trust Agreement that governs the Old
Certificates and will govern the New Certificates. The form and terms of the New
Certificates are the same in all material respects as the form and terms of the
Old Certificates, except that the New Certificates have been registered under
the Securities Act and therefore will not bear certain legends restricting the
transfer thereof. In addition, as a result of the rating assigned to the New
Certificates, the New Certificates will not be subject to restrictions on
transfer applicable to the Old Certificates pursuant to Rule 3a-7 under the
Investment Company Act of 1940, as amended ("Rule 3a-7"). See "Description of
the New Certificates".
Trust Securities ..................The New Certificates (along with any Old
Certificates that are not tendered in the
Exchange Offer) will constitute the "Residual
Class Certificates," one of two classes of
Trust Certificates, which collectively
represent the entire undivided beneficial
ownership of the Trust. The Residual Class
Certificates have a $61,000,000 aggregate
Certificate Principal Balance. The other
class of Trust Certificates consists of
$48,391,720.74 aggregate Certificate
Principal Balance of Amortizing Class
Certificates (the "Amortizing Class
Certificates"). Subject to the occurrence of
an Optional Redemption, a Maturity Shortening
Redemption or an In-Kind Distribution,
distributions on the Amortizing Class
Certificates will consist of equal semiannual
Fixed Payments allocable to principal and
interest and will be made on each Scheduled
Distribution Date up to and including January
15, 2018.
Scheduled Distributions on
New Certificates. .................Subject to the occurrence of an Optional
Redemption or a Maturity Shortening
Redemption, no cash distributions will be
made on the New Certificates. Instead, the
New Certificates outstanding on January 15,
2018 will be terminated and deemed
involuntarily surrendered by the holders
thereof in exchange for a principal amount of
the BCFC Debentures underlying such New
Certificates equal to the aggregate
Certificate Principal Balance of such New
Certificates. No action by such holders will
be required to effect such termination and
the exchange will be carried out in
accordance with the Trust Agreement. The BCFC
Debentures to be delivered to each holder of
New Certificates on January 15, 2018 or
earlier upon an In-Kind Distribution will
entitle holders thereof to the same rights as
holders of all other BCFC Debentures.
Optional Redemption ...............The BCFC Debentures will be redeemable prior
to maturity, as a whole or in part from time
to time, at the option of BCFC, on not less
than 30 or more than 60 days' notice, at a
redemption price equal to the greater of (i)
100% of the principal amount being redeemed
and (ii) the sum of the present values of the
Remaining Scheduled Payments (as defined
herein) thereon discounted to the redemption
date on a semiannual basis at the Treasury
Rate (as defined herein) plus 15 basis
points, together with accrued interest on the
principal amount being redeemed to the
redemption date.
In addition, if a Tax Event (as defined
below) occurs and, in the opinion of
nationally recognized independent tax counsel
to BCFC, there would, notwithstanding any
shortening of the maturity of the BCFC
Debentures as described herein, be more than
an insubstantial risk that interest paid by
BCFC on the BCFC Debentures is not, or will
not be, deductible, in whole or in part, by
BellSouth for United States federal income
tax purposes, BCFC will have the right, on
not less than 30 or more than 60 days'
notice, to redeem the BCFC Debentures, as a
whole but not in part, at a redemption price
equal to the greater of (i) 100% of the
principal amount being redeemed and (ii) the
sum of the present values of the Remaining
Scheduled Payments thereon discounted to the
redemption date on a semiannual basis at the
Treasury Rate plus 25 basis points, together
with accrued interest on the principal amount
being redeemed to the redemption date.
If the BCFC Debentures are redeemed at the
option of the BCFC Debentures as described in
the two preceding paragraphs (an "Optional
Redemption") on or prior to January 15, 2018,
the Certificates will be redeemed on the
applicable redemption date (an "Optional
Redemption Date"). In such event, the Trustee
will distribute the payment received on the
BCFC Debentures on the Optional Redemption
Date to the holders of the Amortizing Class
Certificates and the Residual Class
Certificates, respectively, in the same ratio
as (i) the present value of all originally
scheduled future payments on the Amortizing
Class Certificates bears to (ii) the present
value of all originally scheduled future
payments on the BCFC Debentures after January
15, 2018, discounted semiannually in each
case at a rate of 7.12% per annum (such ratio
being the "Distribution Ratio") to the
Optional Redemption Date. Such ratio will be
calculated by the Company, as calculation
agent (the "Calculation Agent"). In the case
of such an Optional Redemption of less than
all of the BCFC Debentures, the Trustee will
distribute the payment received on the BCFC
Debentures on the Optional Redemption Date to
the holders of the Amortizing Class
Certificates and the Residual Class
Certificates on the basis of the Distribution
Ratio as of the Optional Redemption Date on a
pro rata basis; such a distribution will
result in a reduction (based on the
percentage of BCFC Debentures redeemed) of
the Residual Class Certificates Certificate
Principal Balance and a recalculation of the
Certificate Principal Balance of, and Fixed
Payments with respect to, the Amortizing
Class Certificates based on the remaining
BCFC Debentures after such redemption.
Maturity Shortening Redemption ....Upon the occurrence of a Tax Event with
respect to the BCFC Debentures, BCFC has the
right to shorten the maturity of the BCFC
Debentures to the minimum extent required, in
the opinion of nationally recognized
independent tax counsel to BCFC, such that,
after the shortening of the maturity,
interest paid on the BCFC Debentures will be
deductible by BellSouth for federal income
tax purposes. (any such new maturity date is
referred to herein as the "Shortened Maturity
Date.") If the Shortened Maturity Date is on
or prior to January 15, 2018, the Residual
Class Certificates and the Amortizing Class
Certificates will be redeemed on the
Shortened Maturity Date (a "Maturity
Shortening Redemption"). The Trustee will
distribute the payment received on the BCFC
Debentures on the Shortened Maturity Date to
the holders of the Residual Class
Certificates and the Amortizing Class
Certificates, respectively, in the same ratio
as (i) the present value of all originally
scheduled future payments on the BCFC
Debentures after January 15, 2018 bears to
(ii) the present value of all originally
scheduled future payments on the Amortizing
Class Certificates, discounted semiannually
in each case at a rate of 7.12% per annum to
the Shortened Maturity Date. Such ratio will
be calculated by the Depositor, as
calculation agent (the "Calculation Agent").
After such a distribution, holders of
Residual Class Certificates will receive no
further distributions from the Trust. A
Maturity Shortening Redemption as a result of
a Tax Event may increase the amount of
original issue discount required to be
included in a holder's ordinary gross income.
See "U.S. Federal Income Tax
Consequences--Purchase and Holding of Trust
Certificates".
A "Tax Event" means that BCFC shall have
received an opinion of nationally recognized
independent tax counsel to the effect that,
as a result of (a) any amendment to,
clarification of, or change (including any
announced prospective amendment,
clarification or change) in any law, or any
regulations thereunder, of the United States;
(b) any judicial decision, official
administrative pronouncement, ruling
(including any technical advice memorandum or
other private letter ruling), regulatory
procedure, notice or announcement, including
any notice or announcement of intent to adopt
or promulgate any ruling, regulatory
procedure or regulation (any of the
foregoing, an "Administrative or Judicial
Action"); or (c) any amendment to,
clarification of or change in the official
position with respect to, or any
interpretation of (including any position
taken in any Internal Revenue Service audit
or similar proceeding), an Administrative or
Judicial Action or a law or regulation of the
United States that differs from the
theretofore generally accepted position or
interpretation, in each case, occurring on or
after July 22, 1997, there is more than an
insubstantial increase in the risk that
interest paid by BCFC on the BCFC Debentures
is not, or will not be, deductible, in whole
or in part, by BellSouth for United States
federal income tax purposes. See "Description
of the New Certificates--Maturity Shortening
Redemption".
In-Kind Distribution ..............Upon a Payment Default or an Acceleration of
the BCFC Debentures under the terms of the
trust indenture relating to the BCFC
Debentures (the "BCFC Debentures Indenture")
on or before January 15, 2018, the Trustee
will make an In-Kind Distribution of the BCFC
Debentures to the holders of the Trust
Certificates. Such distribution will be made
to the holders of the Residual Class
Certificates and the Amortizing Class
Certificates, respectively, in the same ratio
as (i) the present value of all originally
scheduled future payments on the BCFC
Debentures after January 15, 2018 bears to
(ii) the present value of all originally
scheduled future payments on the Amortizing
Class Certificates, discounted semiannually
in each case at a rate of 7.12% per annum to
the date of such Payment Default or
Acceleration. Such ratio will be calculated
by the Calculation Agent. See "Description of
New Certificates--In-Kind Distribution".
After such a distribution, Holders of
Residual Class Certificates will receive no
further distributions with respect to such
Residual Class Certificates from the Trust.
An In-Kind Distribution may be treated in
whole or in part as equivalent to a taxable
sale or exchange. See "U.S. Federal Income
Tax Consequences--Distributions".
Restriction on Ownership ..........Each registered holder of a New Certificate
will be required to deliver to the Trustee a
certification upon purchase of the New
Certificate (which will be included in the
Letter of Transmittal) to the effect that the
beneficial owner thereof (whether such
registered holder or the ultimate beneficiary
for whom it holds such Certificate) is (a) an
institutional accredited investor (as defined
in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act and (b)
either (i) a United States person or (ii) a
non-United States person who is exempt from
withholding under U.S. federal income tax
laws and has completed, accurately and in a
manner reasonably satisfactory to the Trustee
or its agent, an IRS Form W-8 and delivered
such Form to the Trustee or its agent. Such
registered holder will be deemed to have
represented and agreed with the Trustee that
so long as it is the registered holder of
such New Certificate, the beneficial owner
thereof will be a person described in clauses
(i) or (ii) above and, in the event of any
change in the identity of the beneficial
owner for whom such registered holder is
acting or any lapse of a Form W-8 previously
delivered to the Trustee, it will promptly
deliver a new certification or a current Form
W-8, as applicable. In the event such
representation is untrue or such current
forms are not so furnished, the New
Certificate held by such registered holder
will be subject to mandatory resale as
described herein. See "Description of the New
Certificates--Limitations on Beneficial
Ownership of New Certificates" herein.
Record Dates ......................The fifth day immediately preceding each
Distribution Date.
Denominations .....................The New Certificates will be denominated and
payable in U.S. dollars and will be issued in
definitive, fully-registered form in minimum
denominations of $2,000,000 Certificate
Principal Balance and integral multiples of
$1.00 in excess thereof.
Federal Income Tax Consequences ...For U.S. federal income tax purposes, the
Trust will not be treated as an association
taxable as a corporation (or a publicly
traded partnership treated as an
association). Although the characterization
of the Trust is not certain, the Trust should
be treated for U.S. federal income tax
purposes as a grantor trust, and the Trustee
intends to report income, gain, loss and
deductions to the Internal Revenue Service on
that basis. If the Trust were not classified
as a grantor trust, it would be classified as
a partnership. In either event, the Trust
will not be subject to U.S. federal income
taxation.
Under the grantor trust characterization,
each holder of a Trust Certificate will be
treated as owning the rights to those
payments on the BCFC Debentures that are
allocable to that Trust Certificate and will
be taxed under the "stripped bond" rules of
the Internal Revenue Code of 1986. Under
those rules, a holder of a Trust Certificate
will be required to include in ordinary gross
income original issue discount income based
on the holder's yield to maturity for the
Trust Certificate.
The exchange of New Certificates for Old
Certificates will not be a sale or exchange
or otherwise a taxable event for federal
income tax purposes. See "U.S. Federal Income
Tax Consequences--Exchange of Old
Certificates for New Certificates".
Ratings ...........................The New Certificates will be rated "Aa1" by
Moody's Investors Service, Inc. and "AAA" by
Standard & Poor's Ratings Services at
issuance. A security rating is not a
recommendation to buy, sell or hold
securities and may be subject to revision or
withdrawal at any time by the assigning
rating organization.
<PAGE>
RISK FACTORS
Prior to tendering Old Certificates in the Exchange Offer, holders of Old
Certificates should carefully review the information contained and incorporated
by reference in this Prospectus and should particularly consider the following
matters.
Limited Obligations and Interests
The New Certificates will not represent an obligation of, or interest in,
PSSA or any of its affiliates. The New Certificates will not be insured or
guaranteed by any government agency or instrumentality, PSSA, any Person
affiliated with PSSA or the Trustee, or any other Person.
No Detailed Information About BCFC, BellSouth or the BCFC Debentures
This Prospectus provides limited information with respect to the BCFC
Debentures, BCFC and BellSouth, any risk factors relating thereto, and any
rights or obligations, legal, financial or otherwise, arising under or related
to the BCFC Debentures. See "Description of the Trust Assets".
Events of Default
If an event of default on the BCFC Debentures occurs, the risk of loss with
respect to the BCFC Debentures lies entirely with the holders of the Trust
Certificates. If a Payment Default or Acceleration occurs with respect to the
BCFC Debentures, the Trustee will distribute the BCFC Debentures to the holders
of the Trust Certificates in an In-Kind Distribution. In connection with an
In-Kind Distribution, a holder will recognize gain or loss on such exchange
equal to the difference between the portion of the amount realized on the
exchange allocable to the holder and the allocable portion of the holder's basis
in the Certificate. See "Description of the New Certificates--Distribution of
the BCFC Debentures on Payment Default or Acceleration" herein. An In-Kind
Distribution may be treated in whole or in part as equivalent to a taxable sale
or exchange. See "U.S. Federal Income Tax Consequences--Distributions".
Bankruptcy Risks
The New Certificates are payable solely from payments made on the BCFC
Debentures by BCFC or BellSouth. BCFC and BellSouth are subject to laws
permitting bankruptcy, moratorium, reorganization or other actions which, in the
event of financial difficulties of BCFC or BellSouth, could result in delays in
distribution, partial distribution or non-distribution, on the New Certificates.
See "Description of the New Certificates--Distribution of the BCFC Debentures on
Payment Default or Acceleration".
Maturity and Redemption Considerations
The Residual Certificates are not scheduled to receive any distributions
before the in-kind distribution of the BCFC Debentures on January 15, 2018.
Potentially, the maturity and yield of the New Certificates could be affected by
(i) a cash distribution to holders of the Trust Certificates upon an Optional
Redemption, (ii) a cash distribution to holders of the Trust Certificates upon a
Shortened Maturity Redemption or (iii) a distribution of the BCFC Debentures to
such holders upon an In-Kind Distribution. In the event of a cash distribution
on an Optional Redemption Date or a Shortened Maturity Date, holders of Trust
Certificates will receive their respective share (determined pursuant to a
formula described in "Description of the New Certificates--Optional Redemption"
and "Description of the New Certificates--Maturity Shortening Redemption",
respectively) of the redemption price (which price is described in "Description
of the New Certificates--Optional Redemption" and "Description of the New
Certificates--Maturity Shortening Redemption", respectively); holders may then
need to reinvest at the then-prevailing market rates rather than receiving a
bond on January 15, 2018 with a fixed-rate coupon of 7.12% with a remaining term
of eighty years. An Optional Redemption or a Maturity Shortening as a result of
a Tax Event may increase the amount of original issue discount required to be
included in a holder's ordinary gross income. See "U.S. Federal Income Tax
Consequences--Purchase and Holding of Trust Certificates". In the event of an
In-Kind Distribution, holders of New Certificates will receive their share of
the BCFC Debentures (determined pursuant to a formula described in "Description
of the New Certificates--Distribution of the BCFC Debentures on Payment Default
or Acceleration") at the time of such distribution, which distribution will
represent a principal amount of BCFC Debentures less than the amount of the BCFC
Debentures that would be distributed as scheduled and which distribution will
occur prior to the scheduled distribution of the BCFC Debentures on January 15,
2018. An In-Kind Distribution may be treated in whole or in part as equivalent
to a taxable sale or exchange. See "U.S. Federal Income Tax
Consequences--Distributions".
Passive Nature of the Trust
The Trustee with respect to the Trust Certificates will hold the BCFC
Debentures for the benefit of the holders of the Trust Certificates. The Trust
will generally hold the BCFC Debentures to maturity and not dispose of them,
regardless of adverse events, financial or otherwise, which may affect BCFC or
the value of the BCFC Debentures, except pursuant to an In-Kind Distribution to
holders of the Trust Certificates in exchange for their Trust Certificates.
Risk Factors Relating to the Certificates and the Exchange Offer
Consequences of Failure to Exchange
Holders of Old Certificates who do not exchange their Old Certificates for
New Certificates pursuant to the Exchange Offer will continue to be subject to
the restrictions on transfer of such Old Certificates as set forth in the legend
thereon as a consequence of the issuance of the Old Certificates pursuant to
exemptions from, or in transactions not subject to, the registration
requirements of the Securities Act and applicable state securities laws. In
addition, the Old Certificates will remain subject to the transfer restrictions
described therein pursuant to Rule 3a-7. In general, the Old Certificates may
not be offered or sold, unless registered under the Securities Act, except
pursuant to an exemption from, or in a transaction not subject to, the
Securities Act and applicable state securities laws. PSSA does not currently
anticipate that it will register the Old Certificates under the Securities Act.
To the extent that Old Certificates are tendered and accepted in the Exchange
Offer, the trading market for Old Certificates could be adversely affected.
Absence of a Public Market for the New Certificates
Prior to the Exchange Offer, there has been no public market for the New
Certificates and it is uncertain whether such a market will develop. Neither
PSSA nor the Trust intends to apply for listing of the New Certificates on any
securities exchange or for quotation of the New Certificates on The Nasdaq Stock
Market's National Market or otherwise. The Trust has been advised by Prudential
Securities that it currently intends to make a market in the New Certificates,
as permitted by applicable laws and regulations, after consummation of the
Exchange Offer. Prudential Securities is not obligated, however, to make a
market in the New Certificates, and any such market-making activity may be
discontinued at any time without notice at the sole discretion of Prudential
Securities. There can be no assurance as to the liquidity of the market for the
New Certificates or that any active market for the New Certificates will develop
or continue. If an active market does not develop or continue, the market price
and liquidity of the New Certificates may be adversely affected.
USE OF PROCEEDS
There will be no cash proceeds payable to PSSA or the Trust from the
issuance of the New Certificates pursuant to the Exchange Offer. PSSA sold the
Old Certificates to Prudential Securities, an affiliate of PSSA, as initial
purchaser. The proceeds from the sale of the Old Certificates were received by
PSSA and were applied to its purchase of the BCFC Debentures, which, after the
purchase thereof, were deposited by PSSA in the Trust. PSSA also paid the
issuance costs out of the proceeds from the sale of Old Certificates.
FORMATION OF THE TRUST
Receipts on Corporate Securities Trust, Series BLS 1998-1 was formed under
New York law pursuant to the Trust Agreement dated as of August 28, 1997, as
amended by Base Amendment No. 1 dated as of February 27, 1998 and as
supplemented by the Series BLS 1998-1 Supplement dated as of January 30, 1998.
Concurrently with the execution and delivery of the Trust Certificates, PSSA
deposited the BCFC Debentures with the Trustee. The Trustee, on behalf of the
Trust, accepted the BCFC Debentures and delivered the Trust Certificates to
PSSA. The Trustee is holding the BCFC Debentures for the benefit of the holders
of the Trust Certificates.
DESCRIPTION OF THE TRUST ASSETS
The assets of the Trust consist solely of $61,000,000 aggregate principal
amount of One Hundred Year 7.12% Debentures due July 15, 2097 issued by BCFC and
having the characteristics described in the BCFC Debentures Prospectus. The BCFC
Debentures were originally issued by BCFC on or about July 25, 1997 as part of
an underwritten public offering of $500,000,000 aggregate principal amount of
such securities (CUSIP No. 079857AF6) pursuant to a registration statement on
Form S-3 (File No. 33-51449) (together with all amendments and exhibits thereto,
the "BCFC Debentures Registration Statement"), filed by BellSouth and BCFC with
the Commission under the Securities Act. Payments of interest are required to be
made on the BCFC Debentures semiannually on the fifteenth day of each January
and July, commencing July 15, 1998, or if such day is not a business day, on the
next succeeding business day.
The BCFC Prospectus states that the BCFC Debentures have the benefit of a
Support Agreement between BCFC and BellSouth Corporation ("BellSouth"). Pursuant
to the Support Agreement, BellSouth agreed (i) to own, directly or indirectly,
all the outstanding voting capital stock of BCFC; (ii) to cause BCFC to maintain
a positive tangible net worth and, (iii) in the event BCFC is unable to pay when
due the principal, premium, if any, and interest on the BCFC Debentures, to
provide funds to BCFC to assure that it will be able to make such payments on a
timely basis. The Support Agreement also provides that in the event of any
default by BellSouth in meeting its obligations under such Support Agreement or
in the event of default by BCFC in the timely payment of principal, interest or
premium, if any, owed on any BCFC Debenture, holders of the BCFC Debentures or a
trustee acting on their behalf shall be entitled to proceed directly against
BellSouth, except that no holder of BCFC Debentures or trustee acting on their
behalf will have recourse to or against the stock or assets of BellSouth
Telecommunications, Inc. (the "Telephone Company") or any interest of BellSouth
or BCFC in the Telephone Company.
The BCFC Debentures deposited in the Trust represent the sole assets of the
Trust that are available to make distributions in respect of the Trust
Certificates. Consequently, the ability of holders of New Certificates to
receive cash distributions in respect of the New Certificates in the event of an
Optional Redemption or a Maturity Shortening Redemption will depend on the
Trust's receipt of payments on, or in respect of, the BCFC Debentures in such an
event.
Holders of New Certificates have no rights with respect to the BCFC
Debentures unless and until such debentures are distributed pursuant to the
distribution to holders of Residual Class Certificates on January 15, 2018 or in
the event of an In-Kind Distribution.
The BCFC Debentures rank pari passu with all other unsecured and
unsubordinated indebtedness of BCFC. Under the BCFC Debentures Indenture, the
events of default are as follows: (a) default for more than 90 days in the
payment of any interest; (b) default in the payment of principal of; (c) failure
by BCFC or BellSouth to comply with any of its other agreements in the Indenture
or in the Support Agreement for more than 90 days after written notice as
provided in the BCFC Debentures Indenture; and (d) certain events in bankruptcy,
insolvency or reorganization in respect of BCFC.
The BCFC Debentures are denominated in United States dollars and issued in
fully registered form without coupons in denominations of $1,000 and any
integral multiples thereof. The BCFC Debentures were issued in book-entry form
only and are held through participants in The Depository Trust Company.
Optional Redemption
The BCFC Debentures Prospectus states as follows: The BCFC Debentures will
be redeemable prior to maturity, as a whole or in part from time to time, at the
option of BCFC, on not less than 30 or more than 60 days' notice, at a
redemption price equal to the greater of (i) 100% of the principal amount being
redeemed and (ii) the sum of the present values of the Remaining Scheduled
Payments (as defined in the BCFC Debentures Prospectus) thereon discounted to
the redemption date on a semiannual basis at the Treasury Rate (as defined in
the BCFC Debentures Prospectus) plus 15 basis points, together with accrued
interest on the principal amount being redeemed to the redemption date.
The BCFC Debentures Prospectus states as follows: In addition, if a Tax
Event (as defined below) occurs and, in the opinion of nationally recognized
independent tax counsel, there would, notwithstanding any shortening of the
maturity of the BCFC Debentures, be more than an insubstantial risk that
interest paid by BCFC on the BCFC Debentures is not, or will not be, deductible,
in whole or in part, by BellSouth for United States federal income tax purposes,
BCFC will have the right, on not less than 30 or more than 60 days' notice, to
redeem the BCFC Debentures, as a whole, but not in part, at a redemption price
equal to the greater of (i) 100% of the principal amount being redeemed and (ii)
the sum of the present values of the Remaining Scheduled Payments (as defined
below) thereon discounted to the redemption date on a semiannual basis at the
Treasury Rate (as defined below) plus 25 basis points, together with accrued
interest on the principal amount being redeemed to the redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity (computed as of the
second business day immediately preceding such redemption date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the BCFC Debentures. "Independent Investment Banker" means one of the
Reference Treasury Dealers appointed by BCFC.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer as of 3:30 p.m., New York City time on the third business day
preceding such redemption date.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Lehman Brothers
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and J.P. Morgan
Securities Inc. and their respective successors; provided, however, that if any
of the foregoing shall cease to be a primary U.S. Government securities dealer
in New York City (a "Primary Treasury Dealer"), the Company shall substitute
therefore another nationally recognized investment banking firm that is a
Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each BCFC Debenture
to be redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if such redemption date is not an
interest payment date with respect to such BCFC Debenture, the amount of the
next succeeding scheduled interest payment thereon will be reduced by the amount
of interest accrued thereon to such redemption date.
The BCFC Debentures Prospectus states as follows: If the BCFC Debentures
are redeemed as a whole at the option of BCFC as described in the two preceding
paragraphs (an "Optional Redemption") on or prior to January 15, 2018, the
Certificates will be redeemed on the applicable redemption date (an "Optional
Redemption Date"). In such event, the Trustee will distribute the payment
received on the BCFC Debentures on the Optional Redemption Date to the holders
of the Amortizing Class Certificates and the Residual Class Certificates on the
basis of the Distribution Ratio as of the Optional Redemption Date. Such ratio
will be calculated by the Calculation Agent. In the case of an Optional
Redemption of less than all of the BCFC Debentures, the Trustee will distribute
the payment received on the BCFC Debentures on the Optional Redemption Date to
the holders of the Amortizing Class Certificates and the Residual Class
Certificates on the basis of the Distribution Ratio as of the Optional
Redemption Date on a pro rata basis; such a distribution will result in a
reduction (based on the percentage of BCFC Debentures redeemed) of the Residual
Class Certificates Certificate Principal Balance and a recalculation of the
Certificate Principal Balance of, and Fixed Payments with respect to, the
Amortizing Class Certificates based on the remaining BCFC Debentures after such
redemption.
Shortening Maturity
The BCFC Debentures Prospectus states as follows: BellSouth intends to
deduct interest paid on the BCFC Debentures for federal income tax purposes.
However, there have been proposed tax law changes that, among other things,
would have prohibited an issuer from deducting interest payments on debt
instruments with a maturity of more than 40 years. While none of these proposals
have become law, there can be no assurance that similar legislation affecting
BellSouth's ability to deduct interest paid on the BCFC Debentures will not be
enacted in the future or that such legislation would not have a retroactive
effective date.
The BCFC Debentures Prospectus states as follows: Upon the occurrence of a
Tax Event, BCFC will have the right to shorten the maturity of the BCFC
Debentures to the minimum extent required as determined by the Board of
Directors of BCFC, after receipt of an opinion of such counsel regarding the
applicable legal standards, so that, after such shortening of the maturity,
interest paid on the BCFC Debentures will be deductible for federal income tax
purposes.
The BCFC Debentures Prospectus states as follows: If the maturity of the
BCFC Debentures is shortened on the occurrence of a Tax Event, BCFC will mail a
notice to each holder of record of the BCFC Debentures by first-class mail not
more than 60 days after the occurrence of such Tax Event, stating the new
maturity date of the BCFC Debentures. Such notice will be effective immediately
upon mailing.
The BCFC Debentures Prospectus states as follows: BCFC believes that the
BCFC Debentures constitute indebtedness for federal income tax purposes under
current law and that the shortening of the maturity of the BCFC Debentures will
not be a taxable event to holders. Prospective investors should be aware,
however, that the shortening of the maturity of the BCFC Debentures will be a
taxable event to holders if the BCFC Debentures are treated as equity for
purposes of federal income taxation before the maturity is shortened.
BCFC Debentures Indenture
The BCFC Debentures were issued under the Indenture, dated August 1, 1992,
as amended or supplemented, among BellSouth, BCFC and the Bank of New York as
successor to Wachovia Bank of Georgia, N.A., as trustee.
Modification, Amendment and Waiver
The BCFC Debentures Prospectus states as follows: Subject to certain
exceptions, modifications and amendments of the BCFC Debentures Indenture may be
made by BCFC, BellSouth and the BCFC Debentures Trustee with the consent of the
holders of a majority in principal amount of the outstanding BCFC Debentures of
each series affected by the amendment, and compliance with any provision may be
waived with the consent of the holders of a majority in principal amount of
outstanding BCFC Debentures affect by such waiver. However, without the consent
of the holder of each debt security affected, an amendment or waiver may not (i)
reduce the amount of debt securities whose holders must consent to an amendment
or waiver; (ii) reduce the rate of or change the time for payment of interest on
any debt security; (iii) reduce the principal of, or change the fixed maturity
of, any debt security; (iv)waive a default in the payment of the principal of or
interest on any debt security; (v) make any debt security payable in money other
than that stated in the debt security; (vi) impair the right to institute suit
for the enforcement of any payment on or with respect to any debt security; or
(vii) amend or terminate the Support Agreement to the detriment of the BCFC
Debentures holders.
The information under this caption is derived solely from the description
of the BCFC Debentures contained in the BCFC Debentures Prospectus. An investor
may wish to read this Prospectus in conjunction with (i) the BCFC Debentures
Prospectus and (ii) the BCFC Debentures Registration Statement, of which the
BCFC Debentures Prospectus is a part. This Prospectus relates only to New
Certificates offered hereby and does not relate to an offering of the BCFC
Debentures. No representation is made by the Trust, the Trustee or PSSA as to
the accuracy or completeness of the information contained in the BCFC Debentures
Prospectus or the BCFC Debentures Registration Statement.
BCFC and BellSouth
This Prospectus does not provide information with respect to BCFC or
BellSouth. No investigation of either has been made of the financial condition
or creditworthiness of BCFC or BellSouth or any subsidiaries in connection with
the issuance of the New Certificates. PSSA is not an affiliate of BCFC or
BellSouth. Prospective purchasers of the New Certificates should consider
carefully BCFC's or BellSouth's financial condition and their ability to make
payments in respect of the BCFC Debentures. All information contained in this
Prospectus regarding BCFC or BellSouth is derived from the BCFC Debentures
Prospectus. Neither PSSA nor the Trust nor any of their respective affiliates
has participated in the preparation of the BCFC Debentures Prospectus or the
BCFC Debentures Registration Statement, and takes no responsibility for the
accuracy or completeness of the information provided therein.
BellSouth is presently subject to the informational requirements of the
Exchange Act, and in accordance therewith files reports and other information
(including financial information) with the Commission. Copies of such reports
and other information may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549; Seven World Trade Center, Suite 1300, New York, New York
10048; and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and may be obtained from the Public Reference Section
of the Commission at Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site at http://www.sec.gov containing reports, proxy statements
and other information regarding registrants that file electronically with the
Commission. In addition, certain material described above and other information
will also be available for inspection at the offices of the New York Stock
Exchange at 20 Broad Street, New York, New York. Neither PSSA nor the Trust nor
any of their respective affiliates has participated in the preparation of any of
the foregoing reports or other information filed by BellSouth with the
Commission or the New York Stock Exchange or has made any investigation with
respect to the information contained therein.
If BellSouth ceases to be a reporting company under the Exchange Act,
information regarding BellSouth and the BCFC Debentures will be limited to any
information received by the Trustee, as the holder of the BCFC Debentures,
pursuant to the BCFC Debentures Indenture from BCFC or BellSouth or the trustee
under the BCFC Debentures Indenture (the "BCFC Debentures Trustee"). The Trustee
will furnish such information to registered holders of the Trust Certificates
promptly following receipt.
BCFC is not subject to the informational requirements of the Exchange Act,
and no documents have been filed by BCFC under the Exchange Act.
The Trust will have no assets other than the BCFC Debentures from which to
make distributions of amounts due in respect of the Trust Certificates.
Consequently, the ability of holders of Trust Certificates to receive
distributions and the timeliness of such distributions in respect of the New
Certificates will depend on the Trust's receipt of payments on the BCFC
Debentures from BCFC.
Ratings
The BCFC Debentures have been rated "Aa1" and "AAA" by Moody's Investors
Service, Inc. and Standard & Poor's Ratings Services, respectively. The New
Certificates will be rated "Aa1" by Moody's Investors Service, Inc. and "AAA" by
Standard & Poor's Ratings Services at initial issuance. Any rating of the BCFC
Debentures or the New Certificates is not a recommendation to purchase, hold or
sell the New Certificates, and there can be no assurance that a rating will
remain for any given period of time or that a rating will not be revised or
withdrawn entirely by a rating agency if in its judgment circumstances in the
future so warrant.
Prudential Securities, BCFC and BellSouth
From time to time, Prudential Securities may be engaged by BCFC or
BellSouth as an underwriter or placement agent, in an advisory capacity or in
other business arrangements. In addition, Prudential Securities or another
affiliate of PSSA may make a market in other outstanding securities of BCFC or
BellSouth.
<PAGE>
THE EXCHANGE OFFER
The summary herein of certain provisions of the Registration Rights
Agreement does not purport to be complete and reference is made to the
provisions of the Registration Rights Agreement, filed as an exhibit to the
Registration Statement of which this Prospectus is a part.
Terms of the Exchange Offer
In connection with the sale of the Old Certificates pursuant to a Purchase
Agreement dated as of August 25, 1997 and the Terms Agreement dated as of
January 28, 1998, between PSSA and Prudential Securities, their respective
assignees became entitled to the benefits of the Registration Rights Agreement
incorporated by reference hereto as described under "Incorporation of Certain
Documents by Reference".
Under the Registration Rights Agreement, except in certain circumstances,
PSSA is obligated to use its best efforts to (i) file a Registration Statement
(the "Exchange Offer Registration Statement"), of which this Prospectus is a
part, for a registered exchange offer with respect to an issue of New
Certificates identical in all material respects to the Old Certificates within
60 calendar days after January 30, 1998, the date the Old Certificates were
issued, (ii) cause the Registration Statement to become effective at the
earliest possible time, (iii) in connection with the foregoing, (A) file all
pre-effective amendments to such Exchange Offer Registration Statement as may be
necessary in order to cause such Exchange Offer Registration Statement to become
effective, (B) file, if applicable, a post-effective amendment to such Exchange
Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause
all necessary filings, if any, in connection with the registration and
qualification of the Exchange Certificates to be made under the Blue Sky laws of
such jurisdictions as are necessary to permit consummation of the Exchange Offer
and (iv) promptly after the effectiveness of such Exchange Offer Registration
Statement, commence and consummate the Exchange Offer. The Trust will keep the
Exchange Offer open for a period of not less than 30 calendar days and not more
than 45 days after the date notice of the Exchange Offer is mailed to holders.
The Exchange Offer being made hereby, if commenced and consummated within the
time periods described in this paragraph, will satisfy those requirements under
the Registration Rights Agreement.
Upon the terms and subject to the conditions set forth in this Prospectus
and in the Letter of Transmittal (which together constitute the Exchange Offer),
all Old Certificates validly tendered and not withdrawn prior to 5:00 p.m., New
York City time, on the Expiration Date will be accepted for exchange. New
Certificates of the same class will be issued in exchange for an equal principal
amount of outstanding Old Certificates accepted in the Exchange Offer. Old
Certificates may be tendered only in minimum denominations of $2,000,000
Certificate Principal Balance and integral multiples of $1.00 in excess thereof.
This Prospectus, together with the Letter of Transmittal, is being sent to all
registered holders as of January , 1999. The Exchange Offer is not conditioned
upon any minimum principal amount of Old Certificates being tendered in
exchange. However, the obligation to accept Old Certificates for exchange
pursuant to the Exchange Offer is subject to certain conditions as set forth
herein under "--Conditions".
Old Certificates shall be deemed to have been accepted as validly tendered
when, as and if the Trustee has given oral or written notice thereof to the
Exchange Agent. The Exchange Agent will act as agent for the tendering holders
of Old Certificates for the purposes of receiving the New Certificates and
delivering New Certificates to such holders.
Based on interpretations by the staff of the Commission, as set forth in
no-action letters issued to third parties, including the Exchange Offer
No-Action Letters, PSSA believes that the New Certificates issued pursuant to
the Exchange Offer may be offered for resale, resold or otherwise transferred by
holders thereof (other than a broker-dealer who acquires such New Certificates
directly from PSSA for resale pursuant to Rule 144A under the Securities Act or
any other available exemption under the Securities Act or any holder that is an
"affiliate" of PSSA as defined in Rule 405 under the Securities Act), without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such New Certificates are acquired in the ordinary
course of such holders' business and such holders are not engaged in, and do not
intend to engage in, a distribution of such New Certificates and have no
arrangement with any person to participate in a distribution of such New
Certificates. By tendering the Old Certificates in exchange for New
Certificates, each holder, other than a broker-dealer, will represent to the
Trust that (i) it is not an affiliate of PSSA (as defined in Rule 405 under the
Securities Act) or a broker-dealer tendering Old Certificates acquired directly
from the Trust or PSSA for its own account; (ii) any New Certificates to be
received by it will be acquired in the ordinary course of its business; and
(iii) it is not engaged in, and does not intend to engage in, a distribution of
such New Certificates and has no arrangement or understanding to participate in
a distribution of the New Certificates. If a holder of Old Certificates is
engaged in or intends to engage in a distribution of the New Certificates or has
any arrangement or understanding with respect to the distribution of the New
Certificates to be acquired pursuant to the Exchange Offer, such holder may not
rely on the applicable interpretations of the staff of the Commission and must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any secondary resale transaction. Each
Broker-Dealer that receives New Certificates for its own account ("Restricted
Broker-Dealer") pursuant to the Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such New Certificates. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a Restricted Broker-Dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a Restricted
Broker-Dealer in connection with resales of New Certificates received in
exchange for Old Certificates where such Old Certificates were acquired by such
Restricted Broker-Dealer as a result of market-making activities or other
trading activities. PSSA has agreed that for a period of one year it will cause
this Prospectus to be made available to any Restricted Broker-Dealer for use in
connection with any such resale. See "Plan of Distribution".
If (i) PSSA is not required to file an Exchange Offer Registration
Statement with respect to the New Certificates because the Exchange Offer is not
permitted by applicable law or (ii) if any holder of Old Certificates shall
notify PSSA within 20 Business Days following the consummation of the Exchange
Offer that (A) such holder was prohibited by law or Commission policy from
participating in the Exchange Offer or (B) such holder may not resell the
Exchange Certificates acquired by it in the Exchange Offer to the public without
delivering a prospectus and the prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
holder or (C) such holder is a Broker-Dealer and holds Old Certificates acquired
directly from any of the Trust or PSSA or one of their respective Affiliates,
then PSSA shall (x) cause to be filed, on or prior to 60 days after the date on
which PSSA determines that it is not required to file the Exchange Offer
Registration Statement pursuant to clause (i) above, or 60 days after the date
on which PSSA receives the notice specified in clause (ii) above, a shelf
registration statement pursuant to Rule 415 under the Securities Act (which may
be an amendment to the Exchange Offer Registration Statement (in either event,
the "Shelf Registration Statement") relating to all Old Certificates the holders
of which shall have provided the information required by the Registration Rights
Agreement, and shall (y) use its best efforts to cause such Shelf Registration
Statement to become effective within 90 days after the date on which PSSA
becomes obligated to file such Shelf Registration Statement. PSSA shall use its
best efforts to keep the Shelf Registration Statement continuously effective,
supplemented and amended to the extent necessary to ensure that it is available
for sales of Old Certificates by the holders thereof entitled to the benefit of
the Shelf Registration Statement, and to ensure that it conforms with the
requirements of the Registration Rights Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time to
time, for a period of not more than one year following the date on which such
Shelf Registration Statement first becomes effective under the Securities Act or
such shorter period that will terminate when all the Old Certificates covered by
the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement.
Upon consummation of the Exchange Offer, subject to certain exceptions,
holders of Old Certificates who do not exchange their Old Certificates for New
Certificates in the Exchange Offer will no longer be entitled to registration
rights and will not be able to offer or sell their Old Certificates, unless such
Old Certificates are subsequently registered under the Securities Act (which,
subject to certain limited exceptions, PSSA will have no obligation to do),
except pursuant to an exemption from, or in a transaction not subject to, the
Securities Act and applicable state securities laws. See "Risk Factors--Risk
Factors Relating to the New Certificates and the Exchange Offer".
NEITHER PSSA NOR THE TRUSTEE MAKES ANY RECOMMENDATION TO HOLDERS OF OLD
CERTIFICATES AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ALL OR ANY
PORTION OF THEIR OLD CERTIFICATES PURSUANT TO THE EXCHANGE OFFER. IN ADDITION,
NO ONE HAS BEEN AUTHORIZED TO MAKE ANY SUCH RECOMMENDATION. HOLDERS OF OLD
CERTIFICATES MUST MAKE THEIR OWN DECISION WHETHER TO TENDER PURSUANT TO THE
EXCHANGE OFFER AND, IF SO, THE AGGREGATE AMOUNT OF OLD CERTIFICATES TO TENDER
AFTER READING THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL AND CONSULTING WITH
THEIR ADVISERS, IF ANY, BASED ON THEIR OWN FINANCIAL POSITION AND REQUIREMENTS.
Expiration Date; Extensions; Amendments; Termination
The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
February , 1999 (30 calendar days following the commencement of the Exchange
Offer), unless PSSA, in its sole discretion, instructs the Exchange Agent to
extend the Exchange Offer, in which case the term "Expiration Date" shall mean
the latest date to which the Exchange Offer is extended.
In order to extend the Expiration Date, PSSA will notify the Exchange Agent
of any extension by oral or written notice and will cause the Exchange Agent to
notify the holders of the Old Certificates by means of a press release or other
public announcement prior to 9:00 A.M., New York City time, on the next business
day after the previously scheduled Expiration Date. Such announcement may state
that the Trust is extending the Exchange Offer for a specified period of time.
PSSA reserves the right to cause the Trust and the Exchange Agent (i) to
delay acceptance of any Old Certificates, to extend the Exchange Offer or to
terminate the Exchange Offer and not permit acceptance of Old Certificates not
previously accepted if any of the conditions set forth herein under "--
Conditions" shall have occurred and shall not have been waived by PSSA, by
giving oral or written notice of such delay, extension or termination to the
Exchange Agent, or (ii) to cause the Trustee to amend the terms of the Exchange
Offer in any manner deemed by it to be advantageous to the holders of the Old
Certificates. Any such delay in acceptance, extension, termination or amendment
will be followed as promptly as practicable by oral or written notice thereof to
the Exchange Agent. If the Exchange Offer is amended in a manner determined by
PSSA to constitute a material change, PSSA will promptly cause such amendment to
be disclosed in a manner reasonably calculated to inform the holders of the Old
Certificates of such amendment.
Without limiting the manner in which the Exchange Agent may choose to make
public announcement of any delay, extension, amendment or termination of the
Exchange Offer, the Exchange Agent shall have no obligation to publish,
advertise, or otherwise communicate any such public announcement, other than by
making a timely release to an appropriate news agency.
Procedures for Tendering
To tender in the Exchange Offer, a holder must complete, sign and date the
Letter of Transmittal, or a facsimile thereof, have the signatures thereon
guaranteed if required by the Letter of Transmittal, and mail or otherwise
deliver such Letter of Transmittal or such facsimile, together with any other
required documents, to the Exchange Agent prior to 5:00 p.m., New York City
time, on the Expiration Date. In addition, (A) either (i) certificates for such
Old Certificates must be received by the Exchange Agent along with the Letter of
Transmittal or (ii) the holder must comply with the guaranteed delivery
procedures described below, and (B) a certification to the effect that the
beneficial owner thereof (whether such registered holder or the ultimate
beneficiary for whom it holds such Old Certificate(s)) is either (i) a United
States person or (ii) a non-United States person who is exempt from withholding
under U.S. federal income tax laws and has completed, accurately and in a manner
reasonably satisfactory to the Trustee or its agent, an IRS Form W-8 and
delivered such Form to the Trustee or its agent unless such certificate has
already been provided to the Trustee in connection with the purchase of the Old
Certificate(s) being tendered and the status of the beneficial owner has not
changed. THE METHOD OF DELIVERY OF OLD CERTIFICATES, LETTERS OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDERS. IF SUCH
DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL, PROPERLY INSURED,
WITH RETURN RECEIPT REQUESTED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR OLD CERTIFICATES
SHOULD BE SENT TO PSSA. Delivery of all documents must be made to the Exchange
Agent at its address set forth below. Holders may also request their respective
brokers, dealers, commercial banks, trust companies or nominees to effect such
tender for such holders.
The tender by a holder of Old Certificates will constitute an agreement
between such holder and the Trust in accordance with the terms and subject to
the conditions set forth herein and in the Letter of Transmittal.
Only a holder of Old Certificates may tender such Old Certificates in the
Exchange Offer. The term "holder" with respect to the Exchange Offer means any
person in whose name Old Certificates are registered on the books of the Trustee
or any other person who has obtained a properly completed bond power from the
registered holder.
Any beneficial owner whose Old Certificates are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact such registered holder promptly and instruct such
registered holder to tender on his behalf. If such beneficial owner wishes to
tender on his own behalf, such beneficial owner must, prior to completing and
executing the Letter of Transmittal and delivering his Old Certificates, either
make appropriate arrangements to register ownership of the Old Certificates in
such owner's name or obtain a properly completed bond power from the registered
holder. The transfer of registered ownership may take considerable time.
Signatures on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by any member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or trust company having an office or correspondent in the
United States or an "eligible guarantor" institution within the meaning of Rule
17Ad-15 under the Exchange Act (each an "Eligible Institution") unless the Old
Certificates tendered pursuant thereto are tendered (i) by a registered holder
who has not completed the box entitled "Special Issuance Instructions" or
"Special Delivery Instructions" on the Letter of Transmittal or (ii) for the
account of an Eligible Institution.
If the Letter of Transmittal is signed by a person other than the
registered holder of any Old Certificates listed therein, such Old Certificates
must be endorsed or accompanied by bond powers and a proxy which authorizes such
person to tender the Old Certificates on behalf of the registered holder, in
each case as the name of the registered holder or holders appears on the Old
Certificates.
If the Letter of Transmittal or any Old Certificates or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and unless waived by the
Trustee, evidence satisfactory to the Trustee of their authority to so act must
be submitted with the Letter of Transmittal.
All questions as to the validity, form, eligibility (including time of
receipt) and withdrawal of the tendered Old Certificates will be determined by
the Trustee in its sole discretion, which determination will be final and
binding. The Trustee reserves the absolute right to reject any and all Old
Certificates not properly tendered or any Old Certificates which, if accepted,
would, in the opinion of counsel for PSSA, be unlawful. The Trustee also
reserves the absolute right to waive any irregularities or conditions of tender
as to particular Old Certificates. The Trustee's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in the Letter of
Transmittal) will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of Old Certificates must be
cured within such time as the Trustee shall determine. Neither the Trustee nor
PSSA, nor the Exchange Agent nor any other person shall be under any duty to
give notification of defects or irregularities with respect to tenders of Old
Certificates, nor shall any of them incur any liability for failure to give such
notification. Tenders of Old Certificates will not be deemed to have been made
until such irregularities have been cured or waived. Any Old Certificates
received by the Exchange Agent that are not properly tendered and as to which
the defects or irregularities have not been cured or waived will be returned
without cost to such holder by the Exchange Agent to the tendering holders of
Old Certificates, unless otherwise provided in the Letter of Transmittal, as
soon as practicable following the Expiration Date.
In addition, PSSA reserves the right in its sole discretion (i) to purchase
or make offers for any Old Certificates that remain outstanding subsequent to
the Expiration Date or, as set forth under "-- Conditions", to terminate the
Exchange Offer in accordance with the terms of the Registration Rights Agreement
and (ii) to the extent permitted by applicable law, to purchase Old Certificates
in the open market, in privately negotiated transactions or otherwise. The terms
of any such purchases or offers could differ from the terms of the Exchange
Offer.
Acceptance of Old Certificates for Exchange; Delivery of New Certificates
Upon satisfaction or waiver of all of the conditions to the Exchange Offer,
all Old Certificates properly tendered will be accepted, promptly after the
Expiration Date, and the New Certificates will be issued promptly after
acceptance of the Old Certificates. For purposes of the Exchange Offer, Old
Certificates shall be deemed to have been accepted as validly tendered for
exchange when, as and if the Trustee has given oral or written notice thereof to
the Exchange Agent.
In all cases, issuance of New Certificates for Old Certificates that are
accepted for exchange pursuant to the Exchange Offer will be made only after
timely receipt by the Exchange Agent of certificates for such Old Certificates,
a properly completed and duly executed Letter of Transmittal and all other
required documents. If any tendered Old Certificates are not accepted for any
reason set forth in the terms and conditions of the Exchange Offer or if Old
Certificates are submitted for a greater principal amount than the holder
desires to exchange, such unaccepted or nonexchanged Old Certificates will be
returned without expense to the tendering holder thereof as promptly as
practicable after the expiration or termination of the Exchange Offer.
Guaranteed Delivery Procedures
If a registered holder of the Old Certificates desires to tender such Old
Certificates, and the Old Certificates are not immediately available, or time
will not permit such holder's Old Certificates or other required documents to
reach the Exchange Agent before the Expiration Date, a tender may be effected if
(i) the tender is made through an Eligible Institution, (ii) prior to the
Expiration Date, the Exchange Agent receives from such Eligible Institution a
properly completed and duly executed Letter of Transmittal (or a facsimile
thereof) and Notice of Guaranteed Delivery, substantially in the form provided
by PSSA (by facsimile transmission, mail or hand delivery), setting forth the
name and address of the holder of Old Certificates and the amount of Old
Certificates tendered, stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange (the "NYSE") trading days
after the date of execution of the Notice of Guaranteed Delivery, the
certificates for all physically tendered Old Certificates, in proper form for
transfer, and any other documents required by the Letter of Transmittal will be
deposited by the Eligible Institution with the Exchange Agent and (iii) the
certificates for all physically tendered Old Certificates, in proper form for
transfer, and all other documents required by the Letter of Transmittal are
received by the Exchange Agent within three NYSE trading days after the date of
execution of the Notice of Guaranteed Delivery.
Withdrawal of Tenders
Tenders of Old Certificates may be withdrawn at any time prior to 5:00
p.m., New York City time on the Expiration Date.
For a withdrawal to be effective, a written notice of withdrawal must be
received by the Exchange Agent prior to 5:00 p.m., New York City time on the
Expiration Date at one of the addresses set forth below under "--Exchange
Agent". Any such notice of withdrawal must specify the name of the person having
tendered the Old Certificates to be withdrawn, identify the Old Certificates to
be withdrawn (including the principal amount of such Old Certificates) and
(where certificates for Old Certificates have been transmitted) specify the name
in which such Old Certificates are registered, if different from that of the
withdrawing holder. If certificates for Old Certificates have been delivered or
otherwise identified to the Exchange Agent, then, prior to the release of such
certificates, the withdrawing holder must also submit the serial numbers of the
particular certificates to be withdrawn and a signed notice of withdrawal with
signatures guaranteed by an Eligible Institution unless such holder is an
Eligible Institution. All questions as to the validity, form and eligibility
(including time of receipt) of such notices will be determined by the Trustee,
whose determination shall be final and binding on all parties. Any Old
Certificates so withdrawn will be deemed not to have been validly tendered for
exchange for purposes of the Exchange Offer. Any Old Certificates which have
been tendered for exchange but which are not exchanged for any reason will be
returned to the holder thereof without cost to such holder as soon as
practicable after withdrawal, rejection of tender or termination of the Exchange
Offer. Properly withdrawn Old Certificates may be retendered by following one of
the procedures described under "-- Procedures for Tendering" above at any time
on or prior to the Expiration Date.
Conditions
Notwithstanding any other term of the Exchange Offer, Old Certificates will
not be required to be accepted for exchange, nor will New Certificates be issued
in exchange for any Old Certificates, and PSSA may cause the Trustee to
terminate or amend the Exchange Offer as provided herein before the acceptance
of such Old Certificates, if because of any change in law, or applicable
interpretations thereof by the Commission, PSSA determines that the Trust is not
permitted to effect the Exchange Offer. PSSA has no obligation to, and will not
knowingly, permit acceptance of tenders of Old Certificates by the Trust from
affiliates of PSSA (within the meaning of Rule 405 under the Securities Act) or
from any other holder or holders who are not eligible to participate in the
Exchange Offer under applicable law or interpretations thereof by the
Commission, or if the New Certificates to be received by such holder or holders
of Old Certificates in the Exchange Offer, upon receipt, will not be tradable by
such holder without restriction under the Securities Act and the Exchange Act
and without material restrictions under the "blue sky" or securities laws of
substantially all of the states of the United States.
Exchange Agent
The Bank of New York has been appointed as Exchange Agent for the Exchange
Offer. Questions and requests for assistance and requests for additional copies
of this Prospectus or of the Letter of Transmittal should be directed to the
Exchange Agent addressed as follows:
By Mail or By Hand:
The Bank of New York
101 Barclay Street, 12 East
New York, N.Y. 10286
Attention: Corporate Trust--Administration
Telephone: (212) 815-5098
Facsimile: (212) 815-5999
Fees and Expenses
The expenses of soliciting tenders pursuant to the Exchange Offer will be
borne by PSSA on behalf of the Trust pursuant to the Registration Rights
Agreement. The principal solicitation for tenders pursuant to the Exchange Offer
is being made by mail; however, additional solicitations may be made by
telegraph, telephone, telecopy or in person by officers and regular employees or
agents of PSSA on behalf of the Trust.
PSSA will not make any payments to brokers, dealers or other persons
soliciting acceptances of the Exchange Offer. PSSA, however, will pay on behalf
of the Trust the Exchange Agent's reasonable and customary fees for its services
and will reimburse the Exchange Agent for its reasonable out-of-pocket expenses
in connection therewith. PSSA may also pay on behalf of the Trust, the
reasonable out-of-pocket expenses incurred by brokerage houses and other
custodians, nominees and fiduciaries in forwarding copies of the Prospectus and
related documents to the beneficial owners of the Old Certificates, and in
handling or forwarding tenders for exchange.
The expenses to be incurred in connection with the Exchange Offer will be
paid by PSSA on behalf of the Trust, including fees and expenses of the Exchange
Agent and Trustee and accounting, legal, printing and related fees and expenses.
PSSA will pay all transfer taxes, if any, applicable to the exchange of Old
Certificates pursuant to the Exchange Offer. If, however, certificates
representing New Certificates or Old Certificates for principal amounts not
tendered or accepted for exchange are to be delivered to, or are to be
registered or issued in the name of, any person other than the registered holder
of the Old Certificates tendered, or if tendered Old Certificates are registered
in the name of any person other than the person signing the Letter of
Transmittal, or if a transfer tax is imposed for any reason other than the
exchange of Old Certificates pursuant to the Exchange Offer, then the amount of
any such transfer taxes (whether imposed on the registered holder or any other
persons) will be payable by the tendering holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted with the Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
tendering holder.
DESCRIPTION OF THE NEW CERTIFICATES
General
The New Certificates will be denominated and distributions with respect
thereto will be payable in United States Dollars. The Trust Certificates
represent in the aggregate the entire beneficial ownership interest in the
Trust. The property of the Trust will consist of (i) the BCFC Debentures, (ii)
all payments on or collections in respect of the BCFC Debentures received on or
after January 30, 1998, together with any proceeds thereof, and (iii) all funds
from time to time deposited with the Trustee in accounts related to the Trust.
The property of the Trust will be held for the benefit of the holders of the
Trust Certificates by the Trustee. Holders of the New Certificates will receive
payments or distributions on each Distribution Date as described herein. See
"--Collections and Distributions on New Certificates."
The Trust Certificates represent two classes of undivided fractional
beneficial interests in the assets of the Trust, and all distributions to
holders of the Trust Certificates will be made only from the property of the
Trust as described herein. The Trust Certificates are comprised of two classes
representing the entire undivided beneficial ownership of the Trust: the
Amortizing Class and the Residual Class (the Old Certificates currently
constitute, and the New Certificates along with any Old Certificates not
tendered in the Exchange Offer, will constitute the entire Residual Class). The
Amortizing Class is made up of $48,391,720.74 aggregate Certificate Principal
Balance of Amortizing Class Certificates. Subject to the occurrence of an
Optional Redemption, a Maturity Shortening Redemption or an In-Kind
Distribution, distributions on the Amortizing Class Certificates will consist of
equal semiannual Fixed Payments allocable to principal and interest and will be
made on each Scheduled Distribution Date up to and including January 15, 2018.
Although payments on the Amortizing Class Certificates are denominated as
principal and interest, the Amortizing Class Certificates generally represent
indirect beneficial ownership of solely the interest payments on the BCFC
Debentures on or before January 18, 2018 and will be paid solely from interest
payments on the BCFC Debentures. The Trust Certificates do not represent an
interest in or obligation of PSSA, BCFC, BellSouth, the BCFC Debentures Trustee
or the Trustee or any affiliate of any of the foregoing.
Subject to the occurrence of an Optional Redemption, a Maturity Shortening
Redemption or an In-Kind Distribution, the Residual Class Certificates evidence
fractional undivided beneficial interests in all principal payments on the BCFC
Debentures and in interest accrued and paid on the BCFC Debentures after January
15, 2018 at a rate of 7.12% per annum.
The aggregate "Certificate Principal Balance" of the Residual Class
Certificates on any determination date will equal the aggregate principal amount
of the BCFC Debentures in the Trust as of such date. The Certificate Principal
Balance of any Residual Class Certificate will represent a pro rata portion of
the then-current aggregate Certificate Principal Balance of all outstanding
Residual Class Certificates, which equals the principal amount of the BCFC
Debentures that the holder of such Residual Class Certificate is entitled to
receive as an in-kind distribution on January 15, 2018.
New Certificates may be transferred or exchanged for like Certificates of
the same Class at the corporate trust office or agency of the Trustee in the
City and State of New York, subject to the limitations provided in the Trust
Agreement, without the payment of any service charge, other than any tax or
governmental charge payable in connection therewith.
Form of the New Certificates
The New Certificates will be issued in definitive registered form in
minimum denominations of $2,000,000 Certificate Principal Balance and integral
multiples of $1.00 in excess thereof.
Collections and Distributions on New Certificates
Subject to the occurrence of an Optional Redemption or a Maturity
Shortening Redemption, no cash distributions will be made on the Residual Class
Certificates. Instead, the Residual Class Certificates outstanding on January
15, 2018 will be terminated and deemed involuntarily surrendered by the holders
thereof in exchange for a principal amount of the BCFC Debentures underlying the
Residual Class Certificates equal to the aggregate Certificate Principal Balance
of the Residual Class Certificates. No action by such holders will be required
to effect such termination. Holders of Residual Class Certificates will be
required to physically surrender the Residual Class Certificates to the Trustee,
endorsed to the Trustee with signature guaranteed and instruct the Trustee as to
the name of the participant in the Depository Trust Company in whose name such
holder's BCFC Debentures are to be registered; provided that if the BCFC
Debentures cease to be held through the Depository Trust Company, the Trustee
will provide notice to the holders as to how such exchange shall be made. The
BCFC Debentures to be delivered to each holder of New Certificates on January
15, 2018 or earlier upon an In-Kind Distribution will be registered in the name
requested by such holder by the Trustee and will entitle holders thereof to the
same rights as holders of all other BCFC Debentures.
Distributions with respect to New Certificates will be made at the
corporate trust office or agency of the Trustee in The City of New York
Any cash distribution on the New Certificates, upon a liquidation of the
Trust as described below, will be made (i) in U.S. Dollars by or on behalf of
the Trustee on the date of the distribution and (ii) by check drawn on, or wire
transfer, of immediately available funds, but, with respect to the latter, only
if appropriate wire transfer instructions have been received in writing by the
Trustee not later than fifteen calendar days prior to the date of the
distribution. If a holder of New Certificates wishes to receive cash payments by
wire transfer, such holder shall provide appropriate wire transfer instructions
by delivery of a written notice to the Trustee not later than fifteen calendar
days prior to the date of the distribution, which will remain in effect until
revoked by written notice to such Trustee received not later than fifteen
calendar days prior to the date of the distribution. Any cash distribution by
the Trustee to the New Certificates shall be made, subject to timely receipt of
payments on the BCFC Debentures and solely to the extent of Available Funds. See
"--Maturity Shortening Redemption." "Available Funds" means, as of any date of
the distribution, the aggregate amount received on or with respect to the BCFC
Debentures during the period from the preceding date of the distribution up to
and including such date of the distribution (each such period, a "Collection
Period"), and deposited in the Collection Account and available for distribution
on such date of the distribution.
If a payment with respect to the BCFC Debentures is made to the Trustee
after the date on which such payment was due, the Trustee will distribute any
such amounts received on the Business Day thereafter as if such funds had
constituted Available Funds on the date of the distribution immediately
preceding such Business Day; provided, however, that the Record Date for such
distribution shall be fifteen days prior to such Business Day and no additional
amounts will accrue on the Trust Certificates or be owed to holders of Trust
Certificates in respect of such distribution.
All amounts received on or with respect to the BCFC Debentures shall be
held uninvested by the Trustee. On January 15, 2018, the Trustee will distribute
the BCFC Debentures in kind to the holders of Residual Class Certificates,
unless an Optional Redemption, a Maturity Shortening Redemption or an In-Kind
Distribution has occurred on or prior to such date.
In the event that PSSA is required to repurchase the BCFC Debentures as a
result of a breach of its representation and warranty as to its title to the
BCFC Debentures immediately prior to the transfer thereof to the Trustee, the
Trustee will distribute the repurchase price received from PSSA to the holders
of the Residual Class Certificates and the Amortizing Class Certificates,
respectively, in the same ratio as (i) the present value of all originally
scheduled future payments on the BCFC Debentures after January 15, 2018 bears to
(ii) the present value of all originally scheduled future payments on the
Amortizing Class Certificates, discounted semiannually in each case at a rate of
7.12% per annum to the date on which the repurchase price is distributed. Such
ratio will be calculated by PSSA, as calculation agent, and such distribution
will be made fifteen days after receipt of the repurchase price.
Optional Redemption
The BCFC Debentures may be redeemed prior to maturity, as a whole or in
part from time to time, at the option of BCFC, on not less than 30 or more than
60 days' notice at a redemption price equal to the greater of (i) 100% of the
principal amount being redeemed and (ii) the sum of the present values of the
Remaining Scheduled Payments (as defined herein) thereon discounted to the
redemption date on a semiannual basis at the Treasury Rate (as defined herein)
plus 15 basis points, together with accrued interest on the principal amount
being redeemed to the redemption date.
In addition, if a Tax Event (as defined below) occurs and, in the opinion
of nationally recognized independent tax counsel, there would, notwithstanding
any shortening of the maturity of the BCFC Debentures, be more than an
insubstantial risk that interest paid by BCFC on the BCFC Debentures is not, or
will not be, deductible, in whole or in part, by BellSouth for United States
federal income tax purposes, BCFC will have the right, on not less than 30 or
more than 60 days' notice, to redeem the BCFC Debentures, as a whole, but not in
part, at a redemption price equal to the greater of (i) 100% of the principal
amount being redeemed and (ii) the sum of the present values of the Remaining
Scheduled Payments (as defined herein) thereon discounted to the redemption date
on a semiannual basis at the Treasury Rate (as defined herein) plus 25 basis
points, together with accrued interest on the principal amount being redeemed to
the redemption date.
If the BCFC Debentures are redeemed as a whole at the option of BCFC on or
prior to January 15, 2018, the Certificates will be redeemed on the Optional
Redemption Date. In such event, the Trustee will distribute the payment received
on the BCFC Debentures on the Optional Redemption Date to the holders of the
Amortizing Class Certificates and the Residual Class Certificates, respectively,
in the same ratio as (i) the present value of all originally scheduled future
payments on the Amortizing Class Certificates bears to (ii) the present value of
all originally scheduled future payments on the BCFC Debentures after January
15, 2018, discounted semiannually in each case at a rate of 7.12% per annum to
the Optional Redemption Date. Such ratio will be calculated by the Calculation
Agent. In the case of an Optional Redemption of less than all of the BCFC
Debentures, the Trustee will distribute the payment received on the BCFC
Debentures on the Optional Redemption Date to the holders of the Amortizing
Class Certificates and the Residual Class Certificates, respectively, on the
basis of the foregoing ratio as of the Optional Redemption Date on a pro rata
basis; such distribution will result in a reduction (based on the percentage of
BCFC Debentures redeemed) of the Residual Class Certificate Principal Balance
and a recalculation of the Certificate Principal Balance of, and Fixed Payments
with respect to, the Amortizing Class Certificates based on the remaining BCFC
Debentures after such redemption. A table showing the percentages of such
distribution that would be distributable to the Amortizing Class Certificates
and the Residual Class Certificates, respectively, assuming that such
distribution occurs on a scheduled Distribution Date, is attached hereto as
Appendix A.
Maturity Shortening Redemption
Upon occurrence of a Tax Event, BCFC will have the right to shorten the
maturity of the BCFC Debentures to the minimum extent required, in the opinion
of a nationally recognized independent tax counsel selected by BCFC, such that,
after the shortening of the maturity, interest paid on the BCFC Debentures will
be deductible by BellSouth for federal income tax purposes. In the event that
the Shortened Maturity Date is on or prior to January 15, 2018, the Trust
Certificates will be redeemed on the Shortened Maturity Date. The Trustee will
distribute the payment received on the BCFC Debentures on the Shortened Maturity
Date, which will equal principal plus accrued interest on the BCFC Debentures
and will not contain any premium, to the holders of the Residual Class
Certificates and Amortizing Class Certificates, respectively, in the same ratio
as (i) the present value of all originally scheduled future payments on the BCFC
Debentures after January 15, 2018 bears to (ii) the present value of all
originally scheduled future payments on the Amortizing Class Certificates,
discounted semiannually in each case at a rate of 7.12% per annum to the
Shortened Maturity Date. Such ratio will be calculated by the Calculation Agent.
After such a distribution, holders of Residual Class Certificates will receive
no further distributions. A Maturity Shortening as a result of a Tax Event may
increase the amount of original issue discount required to be included in a
holder's ordinary gross income. See "U.S. Federal Income Tax
Consequences--Purchase and Holding of Trust Certificates". A table showing the
percentages of such distribution that would be distributable to the Amortizing
Class Certificates and the Residual Class Certificates, respectively, assuming
that such distribution occurs on a scheduled Distribution Date, is attached
hereto as Appendix A.
"Tax Event" means that BCFC shall have received an opinion of nationally
recognized independent tax counsel to the effect that, as a result of (a) any
amendment to, clarification of or change (including any announced prospective
amendment, clarification or change) in any law, or any regulation thereunder, of
the United States, (b) any judicial decision, official administrative
pronouncement, ruling (including any technical advice memorandum or other
private letter ruling), regulatory procedure, notice or announcement, including
any notice or announcement of intent to adopt or promulgate any ruling,
regulatory procedure or regulation (any of the foregoing, an "Administrative or
Judicial Action"), or (c) any amendment to, clarification of or change in any
official position with respect to, or any interpretation of (including any
position taken in any Internal Revenue Service audit or similar proceeding), an
Administrative or Judicial Action or a law or regulation of the United States
that differs from the theretofore generally accepted position or interpretation,
in each case, occurring on or after July 22, 1997, there is more than an
insubstantial increase in the risk that interest paid by BCFC on the BCFC
Debentures is not, or will not be, deductible, in whole or in part, by BellSouth
for United States federal income tax purposes.
Distribution of the BCFC Debentures on Payment Default or Acceleration
If a Payment Default or an Acceleration with respect to the BCFC Debentures
occurs on or prior to January 15, 2018, the Trustee will make an in-kind
distribution (an "In-Kind Distribution") of the BCFC Debentures to the holders
of the Trust Certificates. A "Payment Default" means a default in the payment of
any amount due on the BCFC Debentures from BCFC after the same becomes due and
payable (and the expiration of any applicable grace period on the BCFC
Debentures). An "Acceleration" means the acceleration of the maturity of the
BCFC Debentures following the occurrence of any default on the BCFC Debentures
other than a Payment Default, notwithstanding any subsequent recission and
annulment of such Acceleration by the requisite holders of the entire series of
the BCFC Debentures. The In-Kind Distribution will be made to the holders of the
Residual Class Certificates and Amortizing Class Certificates, respectively, in
the same ratio as (i) the present value of all originally scheduled future
payments on the BCFC Debentures after January 15, 2018 bears to (ii) the present
value of all originally scheduled future payments on the Amortizing Class
Certificates, discounted semiannually in each case at a rate of 7.12% per annum
to the date of such distribution. Such ratio will be calculated by the
Calculation Agent. To the extent necessary to avoid a distribution of the BCFC
Debentures in unauthorized denominations, the Trustee will cause the liquidation
in a commercially reasonable manner of the BCFC Debentures as are necessary, and
will distribute the proceeds therefrom to holders of Trust Certificates based on
their respective rights to the BCFC Debentures in unauthorized denominations. An
In-Kind Distribution may be treated in whole or in part as equivalent to a
taxable sale or exchange. A table showing the percentages of such distribution
that would be distributable to the Amortizing Class Certificates and the
Residual Class Certificates, respectively, assuming that such distribution
occurs on a scheduled Distribution Date, (a) an institutional accredited
investor (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Securities Act) and (b) is attached hereto as Appendix A. See "U.S. Federal
Income Tax Consequences--Distributions".
Limitations on Beneficial Ownership of New Certificates.
Each registered holder of a New Certificate will be required to deliver to
the Trustee a certification (which will be included in the Letter of
Transmittal) upon purchase of the Certificate to the effect that the beneficial
owner thereof (whether such registered holder or the ultimate beneficiary for
whom it holds such Certificate) is either (i) a United States person or (ii) a
non-United States person who is exempt from withholding under U.S. federal
income tax laws and has completed, accurately and in a manner reasonably
satisfactory to the Trustee or its agent, an appropriate statement (generally on
IRS Form W-8) signed under the penalties of perjury identifying the holder and
stating, among other things, that the holder is not a U.S. person (or after
December 31, 1999, if the holder satisfied applicable documentary evidence
requirements for establishing that it is not a U.S. person) and delivered such
statement to the Trustee or its agent. Such registered holder will be deemed to
have represented and agreed with the Trustee that so long as it is the
registered holder of such Certificate, the beneficial owner thereof will be a
person described in clauses (i) or (ii) above and, in the event of any change in
the identity of the beneficial owner for whom such registered holder is acting
or any lapse of an appropriate statement (generally on IRS Form W-8) previously
delivered to the Trustee, it will promptly deliver a new certification or an
appropriate statement (generally on IRS Form W-8), as applicable. In the event
such representation is untrue or such current forms are not so furnished, the
Certificate held by such registered holder will be subject to mandatory resale
as described below.
If the Trustee determines that the deemed representation made by such
registered holder is incorrect or if such registered holder does not provide an
appropriate statement (generally on IRS Form W-8) as described above within ten
days after the prior such statement has lapsed, then, the Trustee will furnish a
notice to such registered holder stating that (i) such registered holder must,
within 30 calendar days from the date of such notice, effect the registration of
transfer of its New Certificate to a person that certifies that the beneficial
owner of the Certificate is a U.S. person or exempt from U.S. withholding tax as
described above and (ii) if such transfer does not occur by the thirtieth day,
the registered holder will be deemed to have appointed Prudential Securities
and/or Prudential-Bache Securities (U.K.) Inc. as its broker(s) to sell such
registered holder's certificate on its behalf to such an exempt person at a
commercially reasonable price (net of customary brokerage commissions) within
the next succeeding five business days.
The foregoing restrictions on transfer also apply to transfers conducted in
the secondary market.
DESCRIPTION OF THE TRUST AGREEMENT
General
The following summary of certain provisions of the Trust Agreement and the
Trust Certificates does not purport to be complete and such summary is qualified
in its entirety by reference to the detailed provisions of the Trust Agreement
incorporated by reference hereto as described under "Incorporation of Certain
Documents by Reference." Article and section references in parentheses below are
to articles and sections in the Trust Agreement. Wherever particular sections or
defined terms of the Trust Agreement are referred to, such sections or defined
terms are incorporated herein by reference as part of the statement made, and
the statement is qualified in its entirety by such reference.
The Trustee
The Bank of New York, a New York banking corporation, acts as trustee of
the Trust pursuant to the Trust Agreement. The Trustee's offices are located at
101 Barclay Street, 12th Floor East, New York, New York 10286, Attention:
Corporate Trust. The Bank of New York is also the trustee under the BCFC
Debentures Indenture.
The Trust Agreement provides that the Trustee and any director, officer,
employee or agent thereof will be indemnified by PSSA and held harmless against
any loss, liability or expense incurred in connection with any legal action
relating to the Trust Agreement or the Trust Certificates or the performance of
the Trustee's duties under the Trust Agreement, other than any loss, liability
or expense (i) that constitutes a specific liability of the Trustee under the
Trust Agreement or (ii) incurred by reason of willful misfeasance, bad faith or
negligence in the performance of the Trustee's duties under the Trust Agreement
or as a result of a breach, or by reason of reckless disregard, of the Trustee's
obligations and duties under the Trust Agreement. Pursuant to the Trust
Agreement, as compensation for the performance of its duties thereunder, the
Trustee is entitled to payment of trustee fees and reimbursement of expenses by
PSSA pursuant to a separate agreement with PSSA, but shall not have any claim
against the Trust with respect thereto.
The Trustee makes no representations as to the validity or sufficiency of
the Trust Agreement, the New Certificates or the BCFC Debentures or any related
document. The Trustee is required to perform only those duties specifically
required under the Trust Agreement. However, upon receipt of the various
certificates, reports or other instruments required to be furnished to it, the
Trustee is required to examine such documents and to determine whether they
conform to the applicable requirements of the Trust Agreement.
The Trustee is unaffiliated with, but may have normal banking relationships
with, PSSA and its affiliates.
The Trust Agreement and, upon consummation of the Exchange Offer, the
provisions of the Trust Indenture Act of 1939, as amended, incorporated by
reference therein, contain limitations on the rights of the Trustee thereunder,
should it become a creditor of the Trust, to obtain payment of claims in certain
cases or to realize on certain property received by it in respect of any such
claims, as security or otherwise. The Trustee is permitted to engage in other
transactions; provided, however, that if it acquires any conflicting interest
(as defined) it must eliminate such conflict or resign.
Event of Default
There are no events of default with respect to the Trust Certificates.
Voting Rights
Voting rights will be allocated between the holders of Residual Class
Certificates, on the one hand, and the holders of Amortizing Class Certificates
on the other, respectively, at any date of determination in the same ratio as
(i) the present value of all originally scheduled future payments on the BCFC
Debentures after January 15, 2018 bears to (ii) the present value of all
originally scheduled future payments on the Amortizing Class Certificates,
discounted semiannually in each case at a rate of 7.12% per annum to the date of
determination. Such ratio will be calculated by the Calculation Agent. All
voting rights with respect to the Residual Class Certificates will be allocated
among all holders of Residual Class Certificates in proportion to the respective
Certificate Principal Balances of the then-outstanding Residual Class
Certificates held by such holders on any date of determination. All voting
rights with respect to the Amortizing Class Certificates will be allocated among
all holders of Amortizing Class Certificates in proportion to the respective
Certificate Principal Balances of the then-outstanding Amortizing Class
Certificates held by such holders on any date of determination.
The required percentage of Voting Rights of those Classes of Trust
Certificates that are materially adversely affected by any modification or
amendment of the Trust Agreement necessary to consent to such modification or
amendment is 100%.
Voting with Respect to the BCFC Debentures
The Trustee, as the holder of the BCFC Debentures, has the right to vote
and give consents and waivers in respect of the BCFC Debentures as permitted by
the depositary with respect thereto and except as otherwise limited by the Trust
Agreement. In the event that the Trustee receives a request from BCFC for its
consent to any amendment, modification or waiver of the BCFC Debentures or any
document relating thereto, or receives any other solicitation for any action
with respect to the BCFC Debentures, the Trustee shall mail a notice of such
proposed amendment, modification, waiver or solicitation to each holder of Trust
Certificates of record as of such date. The Trustee shall request instructions
from the holders of Trust Certificates as to whether or not to consent to or
vote to accept such amendment, modification, waiver or solicitation. The Trustee
shall consent or vote, or refrain from consenting or voting, in the same
proportion (based on the relative voting rights of the Trust Certificates) as
the Trust Certificates of the Trust were actually voted or not voted by the
holders of Trust Certificates thereof as of a date determined by the Trustee
prior to the date on which such consent or vote is required; provided, however,
that, notwithstanding anything to the contrary herein, the Trustee shall at no
time vote in favor of or consent to any matter (i) which would alter the timing
or amount of any payment on the BCFC Debentures, including, without limitation,
any demand to accelerate the BCFC Debentures or (ii) which would result in the
exchange or substitution of any the BCFC Debentures pursuant to a plan for the
refunding or refinancing of the BCFC Debentures, except in each case with the
unanimous consent of the holders of Trust Certificates, and subject to the
requirement that such vote or consent would not, based on an Opinion of Counsel,
cause the Trust to fail to be characterized as a grantor trust for U.S. federal
income tax purposes or result in a sale or exchange of any Trust Certificate for
federal income tax purpose. The Trustee shall have no liability for any failure
to act resulting from holders of Trust Certificates' late return of, or failure
to return, directions requested by the Trustee from the holders of Trust
Certificates. In the event of an In-Kind Distribution, holders of Residual Class
Certificates would become holders of BCFC Debentures and, as such, would be
entitled to vote through their participant in the Depository Trust Company.
Modification and Waiver
The Trust Agreement may be amended by PSSA and the Trustee, without notice
to or consent of the holders of Trust Certificates, for certain purposes
including (i) to cure any ambiguity, (ii) to correct or supplement any provision
therein which may be inconsistent with any other provision therein, (iii) to add
or supplement any Credit Support (as defined in the Trust Agreement) for the
benefit of any holders of Trust Certificates, (iv) to add to the covenants,
restrictions or obligations of PSSA or the Trustee for the benefit of the
holders of Trust Certificates, (v) to add, change or eliminate any other
provisions with respect to matters or questions arising under such Trust
Agreement, or (vi) to comply with any requirements imposed by the Internal
Revenue Code of 1986 (the "Code"); provided that (x) any such amendment
described in (i) through (vi) will not, as evidenced by an Opinion of Counsel,
cause the Trust to fail to qualify as a grantor trust for federal income tax
purposes or result in a sale or exchange of any Certificate for tax purposes and
(y) the Trustee has received (1) a certificate of PSSA to the effect that such
amendment will not have a material adverse effect on any class of holders of
Trust Certificates and (2) written confirmation from each Rating Agency rating
such Trust Certificates, if any, that such amendment will not cause such Rating
Agency to reduce or withdraw the then current rating thereof. Without limiting
the generality of the foregoing, the Trust Agreement may also be modified or
amended from time to time by PSSA and the Trustee, with the consent of the
holders of Certificates of each class evidencing not less than the "Required
Percentage--Amendment" of the Voting Rights of those Trust Certificates of such
Classes that are affected by such modification or amendment for the purpose of
adding any provision to or changing in any manner or eliminating any provision
of the Trust Agreement or of modifying in any manner the rights of such holders
of Trust Certificates; provided that any such amendment shall not, as evidenced
by an Opinion of Counsel, cause the Trust to fail to qualify as a grantor trust
for federal income tax purposes.
No such modification or amendment may, however, (i) reduce in any manner
the amount of or alter the timing of, distributions or payments which are
required to be made on any Certificate without the consent of the holder of such
Trust Certificate or (ii) reduce the aforesaid Required Percentage of Voting
Rights required for the consent to any such amendment without the consent of the
holders of all Certificates covered by the Trust Agreement then outstanding.
Reports to Holders of Trust Certificates; Notices
Reports to Holders of Trust Certificates. With each distribution to holders
of Trust Certificates, the Trustee will forward or cause to be forwarded to each
such holder of Trust Certificates and to PSSA a statement setting forth: (i) the
amount of such distribution to holders of Trust Certificates of such Class
allocable to principal, if any, on the Trust Certificates of such Class; (ii)
the amount of compensation received by the Trustee for the period relating to
such Distribution Date, (iii) the aggregate stated principal amount or, if
applicable, notional principal amount of the BCFC Debentures and the current
interest rate thereon at the close of business on such Distribution Date; and
(iv) the aggregate Certificate Principal Balance or aggregate Notional Amount,
if applicable, of each Class of Trust Certificates at the close of business on
such Distribution Date, separately identifying any reduction in such aggregate
Certificate Principal Balance or aggregate Notional Amount due to the allocation
of any Realized Losses or otherwise. In the case of information furnished
pursuant to subclauses (i) and (ii) above, the amounts shall be expressed as a
U.S. dollar amount per minimum denomination of Trust Certificates or for such
other specified portion thereof. Subject to the occurrence of an Optional
Redemption, a Maturity Shortening Redemption or an In-Kind Distribution, the
holders of New Certificates will receive no such reports until the distribution
in-kind on January 15, 2018. Within a reasonable period of time after the end of
each calendar year, the Trustee shall furnish to each person who at any time
during the calendar year was a holder of Trust Certificates a statement
containing the information set forth in subclauses (i) and (ii) above,
aggregated for such calendar year or the applicable portion thereof during which
such person was a holder of Trust Certificates. Such obligation of the Trustee
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Code as are from time to time in effect.
Notices. Any notice required to be given to a holder of a Registered
Certificate will be mailed to the address of such holder set forth in the
applicable Certificate Register.
Replacement Certificates
If a New Certificate is mutilated, destroyed, lost or stolen, it may be
replaced at the corporate trust office or agency of the applicable Trustee in
the City and State of New York, upon payment by the holder of such expenses as
may be incurred by the applicable Trustee in connection therewith and the
furnishing of such evidence and indemnity as such Trustee may require. Mutilated
Certificates must be surrendered before new Certificates will be issued.
Termination of the Trust
The Trust shall terminate upon the earliest of (i) the distribution of the
BCFC Debentures on January 15, 2018, (ii) the date of any Optional Redemption of
the BCFC Debentures as a whole, (iii) the date of any Maturity Shortening
Redemption or (iv) the date of an In-Kind Distribution.
The final distribution will be made only upon surrender and cancellation of
the Trust Certificates at an office or agency appointed by the Trustee.
Governing Law
The Trust Agreement and the Trust Certificates will be governed by, and
construed in accordance with, the laws of the State of New York. Upon
consummation of the Exchange Offer, the Trust Agreement will be subject to the
provisions of the Trust Indenture Act of 1939, as amended, that are required to
be part of the Trust Agreement and will, to the extent applicable, be governed
by such provisions.
U.S. FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of U.S. federal income tax consequences material
to the purchase, ownership and disposition of Trust Certificates and the
exchange of Old Certificates for New Certificates (the "Exchange") pursuant to
the Exchange Offer. The summary does not purport to be a comprehensive
description of all of the tax consequences that may be relevant to a decision to
purchase Trust Certificates by any particular investor, including tax
consequences that arise from rules of general application to all taxpayers or to
certain classes of taxpayers or that are generally assumed to be known by
investors. Thus, for example, except where otherwise noted, the discussion below
is addressed to holders that are "U.S. persons" and that hold Trust Certificates
as capital assets. It does not discuss state, local or foreign tax consequences,
nor does it discuss all the tax consequences that may be relevant to a holder
subject to special rules, including dealers in securities or commodities, banks,
savings and loan associations and similar financial institutions, tax-exempt
organizations, insurance companies, taxpayers that hold Trust Certificates as
part of a hedged or integrated transaction (such as a "straddle" or "conversion
transaction") for U.S. federal income tax purposes, or taxpayers whose
functional currency is other than the U.S. dollar. It also does not discuss tax
consequences for individuals or entities taxed as individuals. The discussion
below is based on the Code and the regulations issued thereunder, and
interpretations of law, rulings and decisions currently in effect, all of which
are subject to change. Any such change may be applied retroactively, and may
adversely affect the U.S. federal income tax consequences described herein.
The term "U.S. person" means a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States or any political subdivision thereof, an estate the
income of which is subject to U.S. federal income taxation regardless of its
source, or a trust if (i) a U.S. court is able to exercise primary supervision
over the trust's administration and (ii) one or more U.S.
persons have the authority to control all of the trust's substantial decisions.
Prospective holders should consult their tax advisors as to the U.S.
federal tax consequences to them of the Exchange, and of acquiring, holding and
disposing of Trust Certificates, including, in particular, the application in
their particular circumstances of the tax consequences discussed below, as well
as the application of state, local, foreign or other tax laws.
Exchange of Old Certificates for New Certificates
In the opinion of Cleary, Gottlieb, Steen & Hamilton, the Exchange will not
be a taxable event for U.S. federal income tax purposes. As a result, a holder
of an Old Certificate whose Old Certificate is accepted in the Exchange Offer
will not recognize gain on the Exchange. The New Certificates will have the same
"issue price" (and "adjusted issue price" immediately after the Exchange) as the
Old Certificates, and each tendering holder will have the same adjusted basis
and holding period in the New Certificates as it had in the Old Certificates
immediately before the Exchange.
Characterization of the Trust
For U.S. federal income tax purposes, the Trust will not be treated as an
association taxable as a corporation (or a publicly traded partnership treated
as an association) in the opinion of Cleary, Gottlieb, Steen & Hamilton.
Although the characterization of the Trust is not certain, the Trust should be
treated for U.S. federal income tax purposes as a grantor trust, and the Trustee
intends to report income, gain, loss and deductions to the Internal Revenue
Service ("IRS") on that basis. If the Trust were not classified as a grantor
trust, it would be classified as a partnership. As a consequence, the Trust will
not be subject to U.S. federal income taxation.
Prospective investors should be aware that no rulings have been or are
expected to be sought from the IRS with respect to the classification of the
Trust (or any of the other U.S. federal income tax consequences discussed in
this summary) and there can be no assurance that the IRS will agree with the
characterization of the Trust as a grantor trust (or with the other U.S. federal
income tax consequences discussed herein). See "--Alternative
Characterizations." Accordingly, prospective purchasers are urged to consult
their tax advisers regarding the U.S. federal income tax classification of the
Trust.
Under the U.S. federal income tax rules applicable to grantor trusts, a
holder of a Trust Certificate will be treated as owning the rights to those
payments on the BCFC Debentures that are allocable to that Trust Certificate.
The sale of a Trust Certificate will be considered a sale of a holder's interest
in those payments. In addition, a holder may deduct its pro rata share of the
fees and other deductible expenses paid by the Trust, at the same time and to
the same extent as such items would be deducted by the holder if the holder paid
directly a pro rata portion of the amounts paid by the Trust.
The BCFC Debentures Prospectus indicates that the BCFC Debentures
underlying the Trust Certificates were sold based on BCFC's belief that they
constitute indebtedness of BCFC for U.S. federal income tax purposes. The
following discussion is based on the assumption that the BCFC Debentures will
constitute debt instruments in their entirety. Except for the discussion under
"--Alternative Characterizations," the following also assumes that the Trust
will be classified as a grantor trust.
Purchase and Holding of Trust Certificates
A purchaser of a Trust Certificate will be treated as having acquired the
rights to those payments on the BCFC Debentures that are allocable to that Trust
Certificate and will be taxed under the "stripped bond" rules of the Code. The
holder will be treated as having purchased a newly issued, single debt
instrument providing for payments equal to the payments on the BCFC Debentures
allocable to the Trust Certificate, and having original issue discount ("OID")
equal to the excess of the sum of such payments over the holder's purchase price
for the Trust Certificate (which would be treated as the "issue price"). In
determining the purchase price for a Trust Certificate for this purpose, a
portion of the purchase price of the Trust Certificate may be separately
allocated to amounts held by the Trust pending distribution to holders (the
recovery of which amounts would not be taxable). Any such allocation would
reduce the amount paid for (and the amount payable on) such Trust Certificate.
Under the OID rules, in general, each holder of a Trust Certificate,
whether such holder uses the cash or the accrual method of tax accounting, will
be required to include in ordinary gross income the sum of the "daily portions"
of OID on the Trust Certificate for all days during the taxable year that the
holder owns the Trust Certificate. The daily portions of OID on a Trust
Certificate are determined by allocating to each day in any accrual period a
ratable portion of the OID allocable to that accrual period. Accrual periods may
be any length and may vary in length over the term of a Trust Certificate,
provided that no accrual period is longer than one year and each scheduled
payment of principal or interest occurs on either the final day or the first day
of an accrual period. The amount of OID on a Trust Certificate allocable to each
accrual period is determined by multiplying the "adjusted issue price" of the
Trust Certificate at the beginning of the accrual period by the yield to
maturity of such Trust Certificate (appropriately adjusted to reflect the length
of the accrual period). The yield to maturity of a Trust Certificate is the
discount rate that causes the present value of all payments on the Trust
Certificate as of its issue date to equal the issue price of such Trust
Certificate. The "adjusted issue price" of a Trust Certificate at the beginning
of any accrual period will generally be the sum of its issue price and the
amount of OID allocable to all prior accrual periods, reduced by the amount of
all payments made with respect to such Trust Certificate in all prior accrual
periods.
Because holders of Residual Class Certificates will not be receiving
current distributions, OID will be includible as income prior to the receipt of
cash attributable to such income and the amount of OID includible in income will
increase each year.
It is not clear how the possibility of a Maturity Shortening Redemption or
an Optional Redemption, and the resulting distribution to Amortizing Class
Certificate holders of a portion of the payment received by the Trust on the
Shortened Maturity Date or the Optional Redemption Date, as the case may be,
should be taken into account for purposes of determining the taxation of holders
at, and prior to, the Shortened Maturity Date or Optional Redemption Date
(including, but not limited to, the amount of OID required to be included by
holders in ordinary gross income). The Trustee intends to take the position that
the possibility of a Maturity Shortening or Optional Redemption should not
affect the U.S. federal income tax consequences to holders prior to the
Shortened Maturity Date or the Optional Redemption Date. Under this treatment,
if the maturity of the BCFC Debentures was shortened as a result of a Tax Event,
a holder would be treated, solely for OID purposes, as acquiring a newly issued
OID bond, and would be required to determine OID on the newly issued bond taking
into account the Shortened Maturity Date and the amount required to be
distributed to the holder on that date. The amount of OID required to be
included in the holder's ordinary gross income as a result of the
redetermination could be more or less than the amount determined without taking
into account the Maturity Shortening. In addition, under this treatment, if the
maturity of the BCFC Debentures was shortened as a result of an Optional
Redemption, a holder would be treated as disposing of the BCFC Debentures in
whole, in the case of an Optional Redemption of all of the BCFC Debentures, or
in part, in the case of an Optional Redemption of less than all of the BCFC
Debentures, on the Optional Redemption Date with the consequences described
below under "--Sale or Exchange of Certificates or the BCFC Debentures."
There can be no assurance, however, that the IRS will not take a different
position on the effect of a potential Maturity Shortening, which position may
have less favorable tax consequences. See "-Alternative Characterizations."
Prospective purchasers should consult their tax advisers with respect to the
effect of a potential Maturity Shortening.
The Trust currently intends, for information reporting purposes, to account
for OID reportable by holders of Trust Certificates by reference to the first
price at which a substantial amount of the Trust Certificates is sold to
purchasers (other than Prudential Securities), even though the amount of OID
will differ for subsequent purchasers. Such prospective purchasers should
consult their tax advisers regarding the proper calculation of OID.
Distributions
Cash distributions on the Trust Certificates and the distribution of the
BCFC Debentures on January 15, 2018, to Residual Class Certificate holders will
not be subject to additional taxation. An In-Kind Distribution may be treated in
whole or in part as equivalent to a sale or exchange.
Sale or Exchange of Trust Certificates or the BCFC Debentures
The tax basis of a holder of a Trust Certificate in a Trust Certificate
generally will equal the cost of the Trust Certificate increased by any amounts
includible in income as OID, and reduced by any payments made on the Trust
Certificate.
Upon the sale or exchange of a Trust Certificate (other than the Exchange),
a holder generally will recognize gain or loss equal to the difference between
the amount realized on the sale or exchange and the holder's tax basis in the
Trust Certificate. Gain or loss recognized by an individual holder on the sale
or exchange of a Trust Certificate generally will be capital gain or loss, and
will be long-term capital gain or loss if the holder is considered to have held
the Trust Certificate for more than one year at the time of the disposition.
Long-term capital gain recognized by an individual holder generally will be
subject to a maximum tax rate of 20 percent in respect of Trust Certificates
held for more than one year.
A holder will recognize gain or loss on any sale by the Trust of the BCFC
Debentures, including in connection with an In-Kind Distribution or pursuant to
an Optional Redemption of all or part of the BCFC Debentures, equal to the
difference between the portion of the amount realized on the sale allocable to
the holder and the allocable portion of the holder's basis in the Trust
Certificate. In the event of an Optional Redemption of less than all of the BCFC
Debentures, a holder will calculate gain or loss by assuming that the BCFC
Debentures consist of two debt instruments, one of which is retired and one of
which remains outstanding. The adjusted issue price, holder's adjusted basis and
accrued but unpaid OID of the BCFC Debentures, determined immediately before the
partial Optional Redemption, will be allocated between those two instruments
based on the portion of the BCFC Debentures that is treated as retired by the
partial Optional Redemption.
Alternative Characterizations
As noted above, there can be no assurance that the IRS will agree with the
characterization of the Trust as a grantor trust. It is possible that the IRS
could seek to classify the Trust as a partnership, although even if the IRS were
successful the Trust would not be subject to U.S. federal income tax. While not
certain, if the Trust is classified as a partnership, it should be eligible for
the election out of the partnership tax rules of subchapter K of the Code, under
Treasury Regulation Section 1.761-2. In mutual consideration for each holder's
purchase of a Trust Certificate, each holder of a Trust Certificate is deemed to
have consented to the making of such a protective election as of the date of
formation of the Trust. As a result of the election, each holder of a Trust
Certificate would be required to report its respective share of the items of
income, deductions and credits of the Trust on its respective U.S. federal
income tax return in a manner substantially similar to the U.S. federal income
tax reporting required under the grantor trust rules. However, if the Trust were
not eligible to make the election, the method of taxation of holders of Trust
Certificates could differ significantly from the treatment described in this
summary. Among those differences, (i) the Trust would be required to account for
its income and deductions at the Trust level, and to utilize a taxable year for
reporting purposes, (ii) income from the BCFC Debentures would be taxed under
the rules of the Code applicable to whole debt instruments rather than under the
"stripped bond" rules described above, and (iii) each holder would be required
to separately take into account such holder's distributive share of income and
deductions of the Trust. A holder would take into account its distributive share
of Trust income and deductions for each taxable year of the Trust in the
holder's taxable year which ends with or within the Trust's taxable year.
Prospective purchasers are urged to consult their tax advisers regarding the
U.S. federal income tax classification of the Trust.
Adverse tax consequences might also result if the IRS takes a different
position than the position described above under "--Purchase and Holding of
Trust Certificates" with respect to the effect on holders of a potential
distribution to Amortizing Class Certificate holders of a portion of the payment
received by the Trust on a Shortened Maturity Date or an Optional Redemption
Date. For example, the IRS might treat the Amortizing Class Certificate as a
right to payments on the BCFC Debentures coupled with a separate agreement, in
the nature of a put option, between Amortizing Class Certificate holders, on the
one hand, and Residual Class Certificate holders, on the other hand. Under this
characterization, a Maturity Shortening event or an Optional Redemption would be
a taxable event. Moreover, the existence of a deemed put option might trigger
the Code's "straddle" rules, in which case, among other matters, gain or loss on
the sale of a Trust Certificate would be short-term capital gain or loss
regardless of the period during which the holder held the Trust Certificate.
Non-U.S. Holders
A holder that is not a U.S. person and that is not subject to U.S. federal
income tax as a result of any direct or indirect connection to the United States
other than its ownership of a Trust Certificate will not be subject to United
States income or withholding tax, except as described below and under
"--Information Reporting and Backup Withholding," in respect of interest income
or gain on the BCFC Debentures if the holder provides an appropriate statement
(generally on IRS Form W-8), signed under penalties of perjury, identifying the
holder and stating, among other things, that the holder is not a U.S. person (or
after December 31, 1999, if the holder satisfied applicable documentary evidence
requirements for establishing that it is not a U.S. person) and if the holder is
not a "10-percent shareholder" or related "controlled foreign corporation" with
respect to BCFC. If these conditions are not met, a 30 percent withholding tax
will apply to interest income from the Trust Certificates, unless an income tax
treaty reduces or eliminates such tax or unless the interest is effectively
connected with the conduct of a trade or business within the United States by
such holder. In the latter case, such holder will be subject to U.S. federal
income tax with respect to all income from the BCFC Debentures at regular rates
applicable to U.S. taxpayers.
A holder that is not a U.S. person may also be subject to U.S. federal
income taxation with respect to a Trust Certificate if it is a personal holding
company, a corporation that accumulates earnings to avoid U.S.
taxes on shareholders or a private foundation under the Code.
Information Reporting and Backup Withholding
The Trustee will furnish or make available to each party registered during
such calendar year as a holder, such information as is required under the Code
or regulations under the Code to enable each holder to file its U.S. federal
income tax returns.
Certain holders that are U.S. persons or that otherwise are subject to
United States federal income taxation on a net income basis in respect of the
Note ("U.S. holders") may be subject to a 31 percent backup withholding tax in
respect of distributions made on a Trust Certificate and proceeds from the sale
of a Trust Certificate to or through certain brokers if they do not provide
their taxpayer identification numbers (generally on IRS Form W-9). Persons who
are not U.S. holders may be required to comply with applicable certification
procedures to establish that they are not U.S. holders in order to avoid the
application of information reporting requirements and backup withholding tax.
Any amounts so withheld from distributions on the Trust Certificate would be
allowed as a credit against the holder's U.S. federal income tax liability, or
upon application by the holder to the IRS, would be refunded by the IRS to the
extent it exceeds such liability.
PLAN OF DISTRIBUTION
Each broker or dealer that receives New Certificates for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Certificates. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker or dealer in connection with resales of New Certificates received in
exchange for Old Certificates where such Old Certificates were acquired as a
result of market-making activities or other trading activities. PSSA has agreed
that it will make this Prospectus, as amended or supplemented, available to any
broker or dealer for use in connection with any such resale for a period of one
year. In addition, until such date, all brokers or dealers effecting
transactions in the New Certificates may be required to deliver a prospectus.
PSSA will not receive any proceeds from any sale of New Certificates by
brokers or dealers. New Certificates received by brokers or dealers for their
own account pursuant to the Exchange Offer may be sold from time to time in one
or more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the New Certificates or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
broker or dealer and/or the purchasers of any such New Certificates. Any broker
or dealer that resells New Certificates that were received by it for its own
account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such New Certificates may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
such resale of New Certificates and any commissions or concessions received by
any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that by acknowledging that it
will deliver and by delivering a prospectus, a broker or dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.
Starting on the Expiration Date, PSSA will promptly send additional copies
of this Prospectus and any amendment or supplement to this Prospectus to any
broker or dealer that requests such documents in the Letter of Transmittal. PSSA
has agreed to pay all expenses incident to the Exchange Offer (including the
expenses of one counsel for the Holders of the Certificates) other than
commissions or concessions of any brokers or dealers and will indemnify the
Holders of the New Certificates (including any broker or dealers) against
certain liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
The validity of the New Certificates and certain United States federal
income taxation matters will be passed upon for the Trust by Cleary, Gottlieb,
Steen & Hamilton, New York, New York.
<PAGE>
INDEX OF DEFINED TERMS
Administrative Action........................................... 8
Acceleration.................................................... 27
Amortizing Class Certificates................................... 6
Available Funds................................................. 25
BCFC............................................................ cover
BellSouth....................................................... cover
Calculation Agent............................................... 8
Certificate Principal Balance................................... 3
Code............................................................ 30
Collection Period............................................... 25
Commission...................................................... cover
EDGAR........................................................... 1
Eligible Institution............................................ 21
Exchange........................................................ 31
Exchange Act.................................................... 1
Exchange Agent.................................................. 5
Exchange Offer.................................................. cover
Exchange Offer No-Action Letters................................ cover
Exchange Offer Registration Statement........................... 18
Expiration Date................................................. cover
BCFC Debentures................................................. cover
BCFC Debentures Indenture....................................... 15
BCFC Debentures Prospectus...................................... cover
BCFC Debentures Registration Statement.......................... 2
BCFC Debentures Trustee......................................... 16
Fixed Payment................................................... 6
Holder.......................................................... 9
In-Kind Distribution............................................ 27
IRS............................................................. 32
Letter of Transmittal........................................... cover
Maturity Shortening Redemption.................................. cover
New Certificates................................................ cover
NYSE............................................................ 22
OID............................................................. 33
Old Certificates................................................ cover
Optional Redemption Date........................................ cover
Payment Default................................................. 27
PSGI............................................................ 2
Prudential Securities........................................... cover
PSSA............................................................ cover
Registration Rights Agreement................................... cover
Registration Statement.......................................... 1
Restricted Broker-Dealer........................................ cover
Residual Class Certificates..................................... 6
Rule 3a-7....................................................... 5
Securities Act.................................................. cover
Shelf Registration Statement.................................... 19
Shortened Maturity Date......................................... cover
Support Agreement............................................... 2
Tax Event....................................................... 8
Telephone Company............................................... 13
Trust........................................................... cover
Trust Agreement................................................. cover
Trust Certificates.............................................. cover
Trustee......................................................... cover
U.S. holders.................................................... 35
U.S. person..................................................... 32
<PAGE>
APPENDIX A
RECEIPTS ON CORPORATE SECURITIES TRUST, SERIES BLS 1998-1
ALLOCATION SCHEDULE FOR DISTRIBUTIONS FOLLOWING ANY
OPTIONAL REDEMPTION, MATURITY SHORTENING REDEMPTION
OR IN-KIND DISTRIBUTION*
<TABLE>
<CAPTION>
DISTRIBUTION DISTRIBUTION
JUST PRIOR JUST AFTER
TO INTEREST PAYMENT PAYMENT
------------------- -------------
Amortizing Class Residual Class Amortizing Class Residual Class
---------------- -------------- ---------------- --------------
<S> <C> <C> <C> <C>
Date
January 15, 1999 74.44% 25.56% 73.53% 26.47%
July 15, 1999 73.53% 26.47% 72.59% 27.41%
January 15, 2000 72.59% 27.41% 71.62% 28.38%
July 15, 2000 71.62% 28.38% 70.60% 29.40%
January 15, 2001 70.60% 29.40% 69.56% 30.44%
July 15, 2001 69.56% 30.44% 68.47% 31.53%
January 15, 2002 68.47% 31.53% 67.35% 32.65%
July 15, 2002 67.35% 32.65% 66.19% 33.81%
January 15, 2003 66.19% 33.81% 64.99% 35.01%
July 15, 2003 64.99% 35.01% 63.74% 36.26%
January 15, 2004 63.74% 36.26% 62.45% 37.55%
July 15, 2004 62.45% 37.55% 61.11% 38.89%
January 15, 2005 61.11% 38.89% 59.73% 40.27%
July 15, 2005 59.73% 40.27% 58.29% 41.71%
January 15, 2006 58.29% 41.71% 56.81% 43.19%
July 15, 2006 56.81% 43.19% 55.27% 44.73%
January 15, 2007 55.27% 44.73% 53.68% 46.32%
July 15, 2007 53.68% 46.32% 52.03% 47.97%
January 15, 2008 52.03% 47.97% 50.32% 49.68%
July 15, 2008 50.32% 49.68% 48.55% 51.45%
January 15, 2009 48.55% 51.45% 46.72% 53.28%
July 15, 2009 46.72% 53.28% 44.83% 55.17%
January 15, 2010 44.83% 55.17% 42.86% 57.14%
July 15, 2010 42.86% 57.14% 40.83% 59.17%
January 15, 2011 40.83% 59.17% 38.72% 61.28%
July 15, 2011 38.72% 61.28% 36.54% 63.46%
January 15, 2012 36.54% 63.46% 34.28% 65.72%
July 15, 2012 34.28% 65.72% 31.94% 68.06%
January 15, 2013 31.94% 68.06% 29.52% 70.48%
July 15, 2013 29.52% 70.48% 27.01% 72.99%
January 15, 2014 27.01% 72.99% 24.41% 75.59%
July 15, 2014 24.41% 75.59% 21.72% 78.28%
January 15, 2015 21.72% 78.28% 18.93% 81.07%
July 15, 2015 18.93% 81.07% 16.05% 83.95%
January 15, 2016 16.05% 83.95% 13.06% 86.94%
July 15, 2016 13.06% 86.94% 9.96% 90.04%
January 15, 2017 9.96% 90.04% 6.76% 93.24%
July 15, 2017 6.76% 93.24% 3.44% 96.56%
January 15, 2018 3.44% 96.56% 0.00% 100.00%
</TABLE>
- ----------------------------
* The proceeds of any Optional Redemption, Maturity Shortening Redemption or
In-Kind Distribution occurring on any of the above Scheduled Distribution
Dates with respect to the BCFC Debentures ($500,000,000 of BellSouth Capital
Funding Corporation One Hundred Year 7.12% Debentures due July 15, 2097)
will be allocated according to the above percentages if such proceeds are
distributed on the above Scheduled Distribution Dates. The proceeds of any
such event occurring on dates other than Scheduled Distribution Dates will
be allocated in accordance with the Distribution Ratio (as defined in the
Offering Circular Supplement).
<PAGE>
<TABLE>
<CAPTION>
============================================================= =================================================================
<S> <C>
No 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 the
accompanying Letter of Transmittal and, if given or made,
such information or representations must not be relied Receipts on Corporate
upon as having been authorized by the Trust, PSSA or the Securities Trust,
Exchange Agent. Neither this Prospectus nor the Series BLS 1998-1
accompanying Letter of Transmittal, or both together,
constitute an offer to sell or the solicitation of an Offer to Exchange
offer to buy securities in any jurisdiction to any person Receipts on Corporate Securities,
to whom it is unlawful to make such offer or Series BLS 1998-1, Residual Class
solicitation. Neither the delivery of this Prospectus,
nor the accompanying Letter of Transmittal, or both which have been registered under the
together, nor any sale made hereunder shall, under any Securities Act of 1933, as amended,
circumstances, create an implication that there has been
no change in the affairs of the Trust since the date for any and all outstanding
hereof or thereof or that the information contained Receipts on Corporate Securities,
herein is correct at any time subsequent to the date Series BLS 1998-1, Residual Class
hereof or thereof.
January , 1999
</TABLE>
TABLE OF CONTENTS
Page
Available Information............................1
Incorporation of Certain Documents
by Reference................................1
Prospectus Summary...............................2
Risk Factors....................................11
Use of Proceeds.................................12
Formation of the Trust..........................13
Description of the Trust Assets.................13
The Exchange Offer..............................18
Description of the New Certificates.............24
Description of the Trust Agreement..............28
U.S. Federal Income Tax Consequences............31
Plan of Distribution............................35
Legal Matters...................................35
Index of Defined Terms..........................36
Appendix A -- Allocation Schedule...............A-1
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
PSSA's Bylaws provide that PSSA shall indemnify each of its directors and
officers who was or is a party or is threatened to be made a party to any
threatened, pending or contemplated action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is or
was a director or officer of PSSA other than an action by or in the right of
PSSA (for which PSSA may indemnify such persons under certain circumstances).
Section 145 of the Delaware General Corporation Law (the "GCL") provides as
follows:
"(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b). Such
determination shall be made (1) by a majority vote of the board of directors who
are not parties to such action, suit or proceeding, even though less than a
quorum, or (2) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative, or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent for such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees)."
The Amended and Restated Certificate of Incorporation also limit the
personal liability of directors to PSSA and its stockholders for monetary
damages resulting from certain breaches of the directors' fiduciary duties. The
Amended and Restated Certificate of Incorporation of PSSA provide as follows:
"No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided that the provisions of this Article Eleventh shall
not eliminate or limit the liability of a director (a) for any breach of the
Director's duty of loyalty to the Corporation and to its stockholders, (b) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware or (iv) for any transaction from which such director
derived any improper personal benefit. If the GCL is amended after the filing of
this Amended and Restated Certificate of Incorporation so as to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of each director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the law of the State of
Delaware as the same exists from time to time. Any repeal or modification of
this Article Eleventh by the stockholders of the Corporation shall not adversely
affect any elimination or limitation on the personal liability of a director
existing at the time of such repeal or modification."
Item 21. Exhibits.
Exhibit
Number Exhibit Description
- ------ -------------------
Exhibit 4.1 Form of Receipts on Corporate Securities, Series BLS 1998-1,
Residual Class (included in Exhibit 4.3).
Exhibit 4.2 Trust Agreement, dated as of August 28, 1997, between Prudential
Securities Structured Assets, Inc. and The Bank of New York, as
trustee.*
Exhibit 4.3 Series Supplement, Series BLS 1998-1 dated as of January 30, 1998
between Prudential Securities Structured Assets, Inc. and The
Bank of New York, as trustee.
Exhibit 4.4 Base Amendment No. 1 dated as of February 27, 1998 between
Prudential Securities Structured Assets, Inc. and The Bank of New
York, as trustee
Exhibit 5.1 Opinion of Cleary, Gottlieb, Steen & Hamilton relating to the New
Certificates.+
Exhibit 8.1 Opinion of Cleary, Gottlieb, Steen & Hamilton relating to certain
federal income tax matters (included in Exhibit 5.1).+
Exhibit 23.1 Consent of Cleary, Gottlieb, Steen & Hamilton (included in
Exhibit 5.1).+
Exhibit 24.1 Powers of Attorney (included on the signature page of the
Registrants in this Registration Statement).+
Exhibit 25.1 Statement of Eligibility of The Bank of New York, as Trustee,
relating to Trust Certificates, on Form T-1.
Exhibit 99.1 Form of Letter of Transmittal.+
Exhibit 99.2 Form of Notice of Guaranteed Delivery.+
Exhibit 99.3 Registration Rights Agreement dated as of January 30, 1998
between Prudential Securities Structured Assets, Inc. and
Prudential Securities Incorporated.
* Incorporated by reference to the Registration Statement on Form S-4 filed by
Prudential Securities Structured Assets, Inc. and the Receipts on Corporate
Securities Trust, Series FDX 1997-1, File No. 333-38745.
+ Filed herewith.
<PAGE>
Item 22. Undertakings.
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section l0(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply if the registration statement is on Form S-3,
form S-8, or Form F-3 and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under 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.
(3) 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.
The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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
of 1933 may be permitted to directors, officers and controlling persons of the
registrant, pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrants of expenses incurred or paid by a director, officer or controlling
person of the registrants in the successful defense of any action, suit or
proceeding) is asserted by any such director, officer or controlling person in
connection with the securities being registered, the registrants 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 of whether or not
such indemnification is against public policy as expressed in the Securities Act
of 1933 and will be governed by the final adjudication of such issue.
The undersigned registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and PSSA
being acquired involved therein, that was not the subject of and included in the
registration statement when it became effective.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 5, 1999.
PRUDENTIAL SECURITIES STRUCTURED ASSETS, INC.
By: /s/ JEFFREY J. THEODOROU
------------------------
Jeffrey J. Theodorou
President
RECEIPTS ON CORPORATE SECURITIES TRUST,
SERIES BLS 1998-1
By: PRUDENTIAL SECURITIES STRUCTURED ASSETS,
INC.
By: /s/ JEFFREY J. THEODOROU
-------------------------
Jeffrey J. Theodorou
President
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Jeffrey J. Theodorou, Terrance
O'Dwyer and Lawrence Motz, and each of them, his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign a Registration Statement on Form S-4 on behalf
of Prudential Securities Structured Assets, Inc. with respect to securities
issued by Receipts on Corporate Securities Trust, Series BLS 1998-1, and any and
all amendments thereto, including post-effective amendments, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or the substitutes for each attorneys-in-fact and
agents, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated above.
Signature Title
--------- -----
/s/ HOWARD WHITMAN Chairman of the Board and Director
- -----------------------
Howard Whitman
President
/s/ JEFFREY J. THEODOROU (Principal Executive Officer)
- ------------------------
Jeffrey J. Theodorou
Chief Financial Officer
/s/ WILLIAM J. HORAN (Principal Financial and Accounting Officer)
- -------------------------
William J. Horan
Treasurer
/s/ ELIZABETH W. CASTAGNA
- --------------------------
Elizabeth W. Castagna
/s/ RUTH LAVELLE Director
- --------------------------
Ruth Lavelle
<PAGE>
Exhibit
Number Exhibit Description
- ------ -------------------
Exhibit 4.1 Form of Receipts on Corporate Securities, Series BLS 1998-1,
Residual Class (included in Exhibit 4.3).
Exhibit 4.2 Trust Agreement, dated as of August 28, 1997, between Prudential
Securities Structured Assets, Inc. and The Bank of New York, as
trustee.*
Exhibit 4.3 Series Supplement, Series BLS 1998-1 dated as of January 30, 1998
between Prudential Securities Structured Assets, Inc. and The
Bank of New York, as trustee.
Exhibit 4.4 Base Amendment No. 1 dated as of February 27, 1998 between
Prudential Securities Structured Assets, Inc. and The Bank of New
York, as trustee
Exhibit 5.1 Opinion of Cleary, Gottlieb, Steen & Hamilton relating to the New
Certificates.+
Exhibit 8.1 Opinion of Cleary, Gottlieb, Steen & Hamilton relating to certain
federal income tax matters (included in Exhibit 5.1).+
Exhibit 23.1 Consent of Cleary, Gottlieb, Steen & Hamilton (included in
Exhibit 5.1).+
Exhibit 24.1 Powers of Attorney (included on the signature page of the
Registrants in this Registration Statement).+
Exhibit 25.1 Statement of Eligibility of The Bank of New York, as Trustee,
relating to Trust Certificates, on Form T-1.
Exhibit 99.1 Form of Letter of Transmittal.+
Exhibit 99.2 Form of Notice of Guaranteed Delivery.+
Exhibit 99.3 Registration Rights Agreement dated as of January 30, 1998
between Prudential Securities Structured Assets, Inc. and
Prudential Securities Incorporated.
* Incorporated by reference to the Registration Statement on Form S-4 filed by
Prudential Securities Structured Assets, Inc. and the Receipts on Corporate
Securities Trust, Series FDX 1997-1, File No. 333-38745.
+ Filed herewith.
[Letterhead of Cleary, Gottlieb, Steen & Hamilton]
Writer's Direct Dial: (212) 225-2890
January 12, 1999
Prudential Securities Structured Assets, Inc.
One New York Plaza
14th Floor
New York, New York 10292
Receipts on Corporate Securities Trust,
Series BLS 1998-1
c/o The Bank of New York
101 Barclay Street, 12 East
New York, New York 10286
Ladies and Gentlemen:
Re: Prudential Securities Structured Assets, Inc. and Receipts on
Corporate Securities Trust, Series BLS 1998-1 Registration Statement
on Form S-4 (File No. 333-60173)
---------------------------------------------------------------------
We have acted as your counsel in connection with the above-referenced
Registration Statement on Form S-4, as amended (the "Registration Statement"),
initially filed on July 30, 1998 with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as amended (the
"Act"), in respect of the Receipts of Corporate Securities, Series BLS 1998-1,
Residual Class Certificates (the "New Certificates"), to be offered in exchange
(the "Exchange") for all outstanding Receipts of Corporate Securities, Series
BLS 1998-1, Residual Class Certificates (the "Old Certificates") as described in
the form of prospectus contained therein (the "Prospectus"). The New
Certificates will be issued by Receipts on Corporate Securities Trust, Series
BLS 1998-1 (the "Trust"). The Trust was created pursuant to a Base Trust
Agreement dated as of August 28, 1997, as amended by Base Amendment No. 1 dated
as of February 27, 1998, and as supplemented by the Series BLS 1998-1 Supplement
dated as of January 30, 1998 (together, the "Trust Agreement") between
Prudential Securities Structured Assets, Inc., as depositor ("PSSA"), and The
Bank of New York, a New York banking corporation, as trustee (the "Trustee").
In arriving at the opinions expressed below, we have reviewed the
Registration Statement as filed with the Commission and the exhibits thereto. In
addition, we have made such investigations of law as we have deemed appropriate
as a basis for the opinions expressed below. In rendering the opinions expressed
below, we have assumed that the signatures on all documents that we have
reviewed are genuine, we have relied upon the facts stated in the Prospectus,
and we have assumed that there have been no amendments or modifications to the
Trust Agreement and that the New Certificates will conform in all material
respects to the description thereof set forth in the Prospectus.
Based upon and subject to the foregoing, and subject to the further
qualifications set forth below, it is our opinion that:
1. When New Certificates, in the form filed as an exhibit to the
Registration Statement, have been duly executed and authenticated in accordance
with the Trust Agreement, and duly issued and delivered by the Trustee in
exchange for an equal Certificate Principal Balance of Old Certificates pursuant
to the terms of the Registration Rights Agreement in the form filed as an
exhibit to the Registration Statement, such New Certificates will be legal,
valid, binding and enforceable obligations of the Trust, entitled to the
benefits of the Trust Agreement, subject to applicable bankruptcy, insolvency
and similar laws affecting creditors' rights generally and to general principles
of equity.
2. For U.S. federal income tax purposes, the Trust will not be treated as
an association taxable as a corporation (or a publicly traded partnership
treated as an association).
3. The Exchange will not be a taxable event for U.S. federal income tax
purposes.
The foregoing opinion in numbered paragraph 1 is limited to the law of the
State of New York. The foregoing opinions in numbered paragraphs 2 and 3 are
based on the Internal Revenue Code of 1986, as amended, U.S. Treasury
regulations promulgated thereunder, and administrative and judicial
interpretations thereof, all as of the date hereof and all of which are subject
to change, possibly on a retroactive basis. In rendering the opinions in
paragraphs 2 and 3, we are expressing our views only as to the federal income
tax laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus included in the Registration Statement. In
giving such consent, we do not thereby admit that we are "experts" within the
meaning of the Act or the rules and regulations of the Securities and Exchange
Commission issued thereunder with respect to any part of the Registration
Statement, including this exhibit.
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By /s/ DAVID L. SUGERMAN
-----------------------------------
David L. Sugerman, a Partner
LETTER OF TRANSMITTAL
RECEIPTS ON CORPORATE SECURITIES TRUST, SERIES BLS 1998-1
Offer to Exchange
Receipts of Corporate Securities, Series BLS 1998-1, Residual Class
which have been registered under the Securities Act of 1933, as amended,
for any and all Outstanding
Receipts of Corporate Securities, Series BLS 1998-1, Residual Class
Pursuant to the Prospectus, dated January , 1999.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON
FEBRUARY , 1999 UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY , 1999.
Delivery to: The Bank of New York
By Mail or By Hand:
The Bank of New York
101 Barclay Street, 12 East
New York, New York 10286
Attention: Corporate Trust -- Administration
Telephone: (212) 815-5098
Facsimile: (212) 815-5999
Delivery of this instrument to an address other than as set forth above, or
transmission of instructions via facsimile other than as set forth above, will
not constitute a valid delivery.
The undersigned acknowledges receipt of the Prospectus, dated January ,
1999 (the "Prospectus"), of Receipts on Corporate Securities Trust, Series BLS
1998-1 (the "Trust"), and this Letter of Transmittal (this "Letter"), which
together constitute the offer (the "Exchange Offer") to exchange an aggregate of
up to $61,000,000 Certificate Principal Balance of Receipts of Corporate
Securities, Series BLS 1998-1, Residual Class (the "New Certificates") for an
equal Certificate Principal Balance of the outstanding Receipts of Corporate
Securities, Series BLS 1998-1, Residual Class (the "Old Certificates"). The
Trust was formed pursuant to a trust agreement dated August 28, 1997, as amended
by Base Amendment No. 1 dated as of February 27, 1998 and as supplemented by the
Series BLS 1998-1 Supplement dated as of January 30, 1998 between Prudential
Securities Structured Assets, Inc., a Delaware corporation (the "Company"), and
The Bank of New York, as trustee.
For each Old Certificate accepted for exchange, the holder of such Old
Certificate will receive a New Certificate having a Certificate Principal
Balance equal to that of the surrendered Old Certificate. The Company reserves
the right to cause the Trust, at any time or from time to time, to extend the
Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest time and date to which the Exchange Offer is extended. The
Bank of New York, as Exchange Agent (the "Exchange Agent") shall notify the
holders of the Old Certificates of any extension by means of a press release or
other public announcement prior to 9:00 A.M., New York City time, on the next
business day after the previously scheduled Expiration Date.
This Letter is to be completed by a holder of Old Certificates and the Old
Certificates are to be forwarded pursuant to the procedure set forth in "The
Exchange Offer" section of the Prospectus. Holders of Old Certificates whose
certificates are not immediately available, or who are unable to deliver their
certificates and all other documents required by this Letter to the Exchange
Agent on or prior to the Expiration Date, must tender their Old Certificates
according to the guaranteed delivery procedures set forth in "The Exchange
Offer--Guaranteed Delivery Procedures" section of the Prospectus. See
Instruction 1.
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
<PAGE>
List below the Old Certificates to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Old Certificates should be listed on a separate signed schedule affixed hereto.
<TABLE>
<CAPTION>
- ------------------------------------------------ -------------------- -------------------- --------------------
DESCRIPTION OF OLD CERTIFICATES 1 2 3
- ------------------------------------------------ -------------------- -------------------- --------------------
<S> <C> <C> <C>
Aggregate
Name(s) and Address(es) of Registered Holder(s) Certificate Certificate Principal Amount
(Please fill in, if blank) Number(s) Principal Balance Tendered**
of Old
Certificate(s)
- ------------------------------------------------ -------------------- -------------------- --------------------
-------------------- -------------------- --------------------
-------------------- -------------------- --------------------
Total
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
** Unless otherwise indicated in this column, a holder will be deemed to have
tendered ALL of the Old Certificates represented by the Old Certificates
indicated in column 2. See Instruction 2. Old Certificates tendered hereby
must be in minimum denominations in Certificate Principal Balance of
$2,000,000 and integral multiples of $1.00 in excess thereof. See
Instruction 1.
|_| CHECK HERE IF TENDERED OLD CERTIFICATES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) _________________________________________
Window Ticket Number (if any) ___________________________________________
Date of Execution of Notice of Guaranteed Delivery ______________________
Name of Institution which guaranteed delivery ___________________________
|_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: ___________________________________________________________________
Address: ________________________________________________________________
_________________________________________________________________________
<PAGE>
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Trust the aggregate Certificate Principal
Balance of Old Certificates indicated above. Subject to, and effective upon, the
acceptance for exchange of the Old Certificates tendered hereby, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Trust all
right, title and interest in and to such Old Certificates as are being tendered
hereby.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old
Certificates tendered hereby and that the Trust will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim when the same are accepted
by the Trust. The undersigned hereby further represents that any New
Certificates acquired in exchange for Old Certificates tendered hereby will have
been acquired in the ordinary course of business of the person receiving such
New Certificates, whether or not such person is the undersigned, that neither
the holder of such Old Certificates nor any such other person is engaged in, or
intends to engage in a distribution of such New Certificates, or has an
arrangement or understanding with any person to participate in the distribution
of such New Certificates, and that neither the holder of such Old Certificates
nor any such other person is an "affiliate," as defined in Rule 405 under the
Securities Act of 1933, as amended (the "Securities Act"), of the Company.
The undersigned also acknowledges that this Exchange Offer is being made
based upon the understanding of the Company of an interpretation by the staff of
the Securities and Exchange Commission (the "Commission") as set forth in
no-action letters issued to third parties, including Exxon Capital Holdings
Corporation, SEC No-Action Letter (available April 13, 1989), Morgan Stanley &
Co. Incorporated, SEC No-Action Letter (available June 5, 1991) and Shearman &
Sterling, SEC No-Action Letter (available July 2, 1993), that the New
Certificates issued in exchange for the Old Certificates pursuant to the
Exchange Offer may be offered for resale, resold and otherwise transferred by
holders thereof (other than a broker-dealer who acquires such New Certificates
directly from the Trust or the Company for resale pursuant to Rule 144A under
the Securities Act or any other available exemption under the Securities Act or
any such holder that is an "affiliate" of the Company within the meaning of Rule
405 under the Securities Act), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such New
Certificates are acquired in the ordinary course of such holders' business and
such holders are not engaged in, and do not intend to engage in, a distribution
of such New Certificates and have no arrangement with any person to participate
in the distribution of such New Certificates. If a holder of Old Certificates is
engaged in or intends to engage in a distribution of the New Certificates or has
any arrangement or understanding with respect to the distribution of the New
Certificates to be acquired pursuant to the Exchange Offer, such holder may not
rely on the applicable interpretations of the staff of the Commission and must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any secondary resale transaction. If the
undersigned is a broker-dealer that will receive New Certificates for its own
account in exchange for Old Certificates, it represents that the Old
Certificates to be exchanged for the New Certificates were acquired by it as a
result of market-making activities or other trading activities and acknowledges
that it will deliver a prospectus in connection with any resale of such New
Certificates; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Trust to be necessary or desirable to complete the sale,
assignment and transfer of the Old Certificates tendered hereby. All authority
conferred or agreed to be conferred in this Letter and every obligation of the
undersigned hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of
the undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. This tender may be withdrawn only in accordance
with the procedures set forth in "The Exchange Offer--Withdrawal of Tenders"
section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Certificates (and, if applicable,
substitute certificates representing Old Certificates for any Old Certificates
not exchanged) in the name of the undersigned. Similarly, unless otherwise
indicated under the box entitled "Special Delivery Instructions" below, please
send the New Certificates (and, if applicable, substitute certificates
representing Old Certificates for any Old Certificates not exchanged) to the
undersigned at the address shown above in the box entitled "Description of Old
Certificates".
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
CERTIFICATES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
OLD CERTIFICATES AS SET FORTH IN SUCH BOX ABOVE.
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------- ----------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
<S> <C>
To be completed ONLY if certificates for Old To be completed ONLY if certificates for Old
Certificates not exchanged and/or New Certificates not exchanged and/or New
Certificates are to be issued in the name of and Certificates are to be sent to someone other than
sent to someone other than the person(s) whose the person(s) whose signature(s) appear(s) on
signature(s) appear(s) on this Letter above. this Letter above or to such person(s) at an
address other than shown in the box entitled
"Description of Old Certificates" on this Letter
above.
Issue New Certificates and/or Old Certificates to: Mail New Certificates and/or Old Certificates to:
Name(s):................................................ Name(s):................................................
(Please Type or Print) (Please Type or Print)
........................................................ ........................................................
(Please Type or Print) (Please Type or Print)
Address:................................................ Address:................................................
........................................................ ........................................................
(Including Zip Code) (Including Zip Code)
- -----------------------------------------------------------
- ----------------------------------------------------------- ----------------------------------------------------------
</TABLE>
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR
OLD CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED
DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
TO BE COMPLETED BY ALL HOLDERS IN WHOSE NAME NEW CERTIFICATES ARE TO BE
REGISTERED (which will be the tendering holder unless a special issuance
instruction is given):
The undersigned represents and warrants that the beneficial owner of the
New Certificate to be received pursuant to the Exchange Offer is either (i) a
United States person, or (ii) a non-United States person who is exempt from
withholding under U.S. federal income tax laws and has completed, accurately and
in a manner reasonably satisfactory to the Trustee or its agent, an IRS Form W-8
and delivered such Form to the Trustee or its agent.
Dated _______ ____________________________
(Signature)
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete accompanying Substitute Form W-9)
<S> <C>
Dated:.................................................................................................... , 1999
x.................................................................................................... ,
x.................................................................................................... ,
(Signature(s) of Owner) (Date)
Area Code and Telephone Number:....................................................................
If a holder is tendering any Old Certificates, this Letter must be
signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for the Old Certificates or by any person(s) authorized to become
registered holder(s) by endorsements and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, officer or other
person acting in a fiduciary or representative capacity, please set forth full
title. See Instruction 3.
Name(s):...........................................................................................
..........................................................................................................
(Please Type or Print)
Capacity:..........................................................................................
Address:...........................................................................................
..........................................................................................................
(Including Zip Code)
SIGNATURE GUARANTEE
(if required by Instruction 3)
Signature(s) Guaranteed by
an Eligible Institution:...........................................................................
(Authorized Signature)
..........................................................................................................
(Title)
..........................................................................................................
(Name and Firm)
Dated:.................................................................................................... , 1999
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer to Exchange
Receipts of Corporate Securities, Series BLS 1998-1, Residual Class
which have been registered under the Securities Act of 1933, as amended,
for any and all Outstanding
Receipts of Corporate Securities, Series BLS 1998-1, Residual Class
by Receipts on Corporate Securities Trust, Series BLS 1998-1
1. Delivery of this Letter and Old Certificates; Guaranteed Delivery Procedures.
This Letter is to be completed by holders of Old Certificates if
certificates are to be forwarded herewith. Certificates for all physically
tendered Old Certificates as well as a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) and any other documents required by
this Letter, must be received by the Exchange Agent at the address set forth
herein on or prior to the Expiration Date, or the tendering holder must comply
with the guaranteed delivery procedures set forth below. Old Certificates
tendered hereby must be in denominations of Certificate Principal Balance of
$2,000,000 and integral multiples of $1.00 in excess thereof.
Holders of Old Certificates whose certificates for Old Certificates are not
immediately available or who cannot deliver their certificates and all other
required documents to the Exchange Agent on or prior to the Expiration Date may
tender their Old Certificates pursuant to the guaranteed delivery procedures set
forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through an
Eligible Institution (as defined below), (ii) prior to the Expiration Date, the
Exchange Agent must receive from such Eligible Institution a properly completed
and duly executed Letter of Transmittal (or facsimile thereof) and Notice of
Guaranteed Delivery, substantially in the form provided by the Trust (by
facsimile transmission, mail or hand delivery), setting forth the name and
address of the holder of Old Certificates and the amount of Old Certificates
tendered, stating that the tender is being made thereby and guaranteeing that
within three New York Stock Exchange ("NYSE") trading days after the date of
execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Old Certificates and any other documents required by this
letter will be deposited by the Eligible Institution with the Exchange Agent,
and (iii) the certificates for all physically tendered Old Certificates, in
proper form for transfer, and all other documents required by this Letter, are
received by the Exchange Agent within three NYSE trading days after the date of
execution of the Notice of Guaranteed Delivery.
The method of delivery of this Letter, the Old Certificates and all other
required documents is at the election and risk of the tendering holders, but the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If Old Certificates are sent by mail, it is suggested that the
mailing be made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the
Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. Partial Tenders.
If less than all of the Old Certificates evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Old Certificates to be tendered in the box above
entitled "Description of Old Certificates--Principal Amount Tendered". A
reissued certificate representing the balance of nontendered Old Certificates
will be sent to such tendering holder, unless otherwise provided in the
appropriate box on this Letter, promptly after the Expiration Date. All of the
Old Certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
3. Signatures of this Letter; Bond Powers and Endorsements; Guarantee of
Signatures.
If this Letter is signed by the registered holder of the Old Certificates
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates without any change whatsoever.
If any tendered Old Certificates are owned of record by two or more joint
owners, all such owners must sign this Letter.
If any tendered Old Certificates are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered holder of the Old Certificates
specified herein and tendered hereby, no endorsements of certificates or
separate bond powers are required. If, however, the New Certificates are to be
issued, or any untendered Old Certificates are to be reissued, to a person other
than the registered holder, then endorsements of any certificates transmitted
hereby or separate bond powers are required. Signatures on such certificates
must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered holder of
any certificates specified herein, such certificates must be endorsed or
accompanied by appropriate bond powers, in either case signed exactly as the
name of the registered holder appears on the certificates and the signatures on
such certificates must be guaranteed by an Eligible Institution.
If this Letter or any certificates or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Trust, proper
evidence satisfactory to the Trust of their authority to so act must be
submitted.
ENDORSEMENTS ON CERTIFICATES FOR OLD CERTIFICATES OR SIGNATURES ON BOND
POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM WHICH IS A
MEMBER OF A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC., BY A COMMERCIAL BANK OR TRUST COMPANY
HAVING AN OFFICE OR CORRESPONDENT IN THE UNITED STATES OR BY AN "ELIGIBLE
GUARANTOR" INSTITUTION WITHIN THE MEANING OF RULE 17AD-15 UNDER THE SECURITIES
EXCHANGE ACT OF 1934 (AN "ELIGIBLE INSTITUTION").
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE
INSTITUTION, PROVIDED THE OLD CERTIFICATES ARE TENDERED (I) BY A REGISTERED
HOLDER OF OLD CERTIFICATES WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL
ISSUANCE INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS" ON THIS LETTER, OR
(II) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.
4. Special Issuance and Delivery Instructions.
Tendering holders of Old Certificates should indicate in the applicable box
the name and address to which New Certificates issued pursuant to the Exchange
Offer and/or substitute certificates evidencing Old Certificates not exchanged
are to be issued or sent, if different from the name or address of the person
signing this Letter. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. If no such instructions are given, such Old Certificates not
exchanged will be returned to the name or address of the person signing this
Letter.
5. Tax Identification Number.
Federal income tax law generally requires that a tendering holder whose Old
Certificates are accepted for exchange must provide the Trustee (as payor) with
such Holder's correct Taxpayer Identification Number ("TIN") on Substitute Form
W-9 below, which, in the case of a tendering holder who is an individual, is his
or her social security number. If the Trustee is not provided with the current
TIN or an adequate basis for an exemption, such tendering holder may be subject
to a $50 penalty imposed by the Internal Revenue Service. In addition, delivery
of New Certificates to such tendering holder may be subject to backup
withholding in an amount equal to 31% of all reportable payments made after the
exchange. If withholding results in an overpayment of taxes, a refund may be
obtained.
Exempt holders of Old Certificates (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed Guidelines of
Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9
Guidelines") for additional instructions.
To prevent backup withholding, each tendering holder of Old Certificates
must provide its correct TIN by completing the "Substitute Form W-9" set forth
below, certifying that the TIN provided is correct (or that such holder is
awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii)
the holder has not been notified by the Internal Revenue Service that such
holder is subject to a backup withholding as a result of a failure to report all
interest or dividends or (iii) the Internal Revenue Service has notified the
holder that such holder is no longer subject to backup withholding. If the
tendering holder of Old Certificates is a nonresident alien or foreign entity
not subject to backup withholding, such holder must give the Trustee a completed
Form W-8, Certificate of Foreign Status. These forms may be obtained from the
Exchange Agent. If the Old Certificates are in more than one name or are not in
the name of the actual owner, such holder should consult the W-9 Guidelines for
information on which TIN to report. If such holder does not have a TIN, such
holder should consult the W-9 Guidelines for instructions on applying for a TIN,
check the box in Part 2 of the Substitute Form W-9 and write "applied for" in
lieu of its TIN. Note: checking this box and writing "applied for" on the form
means that such holder has already applied for a TIN or that such holder intends
to apply for one in the near future. If such holder does not provide its TIN to
the Trustee within 60 days, backup withholding will begin and continue until
such holder furnishes its TIN to the Trustee.
6. Transfer Taxes.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Old Certificates to it or its order pursuant to the Exchange Offer. If,
however, New Certificates and/or substitute Old Certificates not exchanged are
to be delivered to, or are to be registered or issued in the name of, any person
other than the registered holder of the Old Certificates tendered hereby, or if
tendered Old Certificates are registered in the name of any person other than
the person signing this Letter, or if a transfer tax is imposed for any reason
other than the transfer of Old Certificates to the Trust or its order pursuant
to the Exchange Offer, the amount of any such transfer taxes (whether imposed on
the registered holder or any other persons) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted herewith, the amount of such transfer taxes will be billed
directly to such tendering holder.
Except as provided in this Instruction 6, it is not necessary for transfer
tax stamps to be affixed to the Old Certificates specified in this Letter.
7. Waiver of Conditions.
The Trust reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
8. No Conditional Tenders.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Certificates, by execution of this
Letter, shall waive any right to receive notice of the acceptance of their Old
Certificates for exchange.
None of the Trustee, the Exchange Agent, PSSA or any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of Old Certificates nor shall any of them incur any liability for failure
to give any such notice.
9. Mutilated, Lost, Stolen or Destroyed Old Certificates.
Any holder whose Old Certificates have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. Requests for Assistance or Additional Copies.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone number indicated above.
<PAGE>
TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)
PAYOR'S NAME: RECEIPTS ON CORPORATE SECURITIES TRUST, SERIES BLS 1998-1
<TABLE>
<CAPTION>
- ---------------------------- --------------------------------------------- ---------------------------------------------
<S> <C> <C>
SUBSTITUTE Part 1-- PLEASE PROVIDE YOUR TIN IN THE BOX
Form W-9 AT RIGHT AND CERTIFY BY SIGNING AND DATING TIN:_____________________________
BELOW. (Social Security Number or
Employer Identification Number)
-------------------------------------------------------------------------------------------
Department of the Treasury Part 2 -- TIN Applied For |_|
-------------------------------------------------------------------------------------------
Internal Revenue Service CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
(1) the number shown on this form is my correct Taxpayer
Identification Number (or I am Payor's Request For waiting
for a number to be issued to me). Taxpayer
Payor's Request For (2) I am not subject to backup withholding either because:
Taxpayer Identification (a) I am exempt from backup Identification Number
Number ("TIN") and withholding, or (b) I have not been notified by the
Certification Internal Revenue Service (the ("TIN") and "IRS") that I
am subject to backup withholding as a result of a
failure to report all Certification interest or
dividends, or (c) the IRS has notified me that I am no
longer subject to backup withholding, and
(3) any other information provided on this form is true and corect.
SIGNATURE....................................... DATE.................................
- ------------------------------------------------------------------------------------------------------------------------
You must cross out item (2) of the above certification if you have been notified
by the IRS that you are subject to backup withholding because of underreporting
of interest or dividends on your tax return and you have not been notified by
the IRS that you are no longer subject to backup withholding.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 2 OF SUBSTITUTE FORM W-9
- -------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of the exchange, 31 percent
of all reportable payments made to me thereafter will be withheld until I
provide a number.
- ----------------------------- --------------------------------
Signature Date
- -------------------------------------------------------------------------------
NOTICE OF GUARANTEED DELIVERY FOR
RECEIPTS ON CORPORATE SECURITIES TRUST, SERIES BLS 1998-1
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Receipts on Corporate Securities Trust, Series BLS 1998-1 (the
"Trust"), made pursuant to the Prospectus, dated January , 1999 (the
"Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal") if certificates for Old Certificates are not immediately available
or time will not permit all required documents to reach the Exchange Agent prior
to 5:00 P.M., New York City time, on the Expiration Date of the Exchange Offer.
Such form may be delivered or transmitted by facsimile transmission, mail or
hand delivery to The Bank of New York (the "Exchange Agent") as set forth below.
In addition, in order to utilize the guaranteed delivery procedure to tender Old
Certificates pursuant to the Exchange Offer, a completed, signed and dated
Letter of Transmittal (or facsimile thereof) must also be received by the
Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date.
Capitalized terms not defined herein are defined in the Prospectus.
Delivery to: The Bank of New York, Exchange Agent
By Mail or By Hand
The Bank of New York
101 Barclay Street, 12th Floor East
New York, New York 10286
Attention: Corporate Trust -- Administration
Telephone: (212) 815-5098
Facsimile: (212) 815-5999
Delivery of this instrument to an address other than as set forth above, or
transmission of instructions via facsimile other than as set forth above, will
not constitute a valid delivery.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the Trust
the Notional Amount of Old Certificates set forth below, pursuant to the
guaranteed delivery procedure described in "The Exchange Offer -- Guaranteed
Delivery Procedures" section of the Prospectus.
<TABLE>
<CAPTION>
<S> <C>
Notional Amount of Old Certificates Tendered: Name(s) of Record Holders(s):
$______________________________________ ______________________________________________________
Certificate Nos. (if available):
______________________________________________________
Address(es):
________________________________________________________
________________________________________________________
_______________________________________________________
_______________________________________________________
Area Code and Telephone Number(s):
Signature(s):
_______________________________________________________
_______________________________________________________
</TABLE>
THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.
<PAGE>
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm that is a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or trust company having an office correspondent in the United
States or any "eligible guarantor" institution within the meaning of Rule
17Ad-15 of the Exchange Act of 1934, as amended., hereby (a) guarantees to
deliver to the Exchange Agent, at one of its addresses set forth above, the
certificates representing all tendered Old Certificates, in proper form for
transfer, together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), with any required signature guarantees, and
any other documents required by the Letter of Transmittal within three New York
Stock Exchange, Inc. trading days after the date of execution of this Notice of
Guaranteed Delivery.
<TABLE>
<CAPTION>
<S> <C>
Name of Firm: ____________________________ _________________________________________
(Authorized Signature)
Address:__________________________________
___________________________________________
Area Code and
Telephone Number:_________________________
Title:_____________________________________
Name:____________________________________
Date:_____________________________________
</TABLE>
