BANKERS TRUST COMPANY
One Bankers Trust Plaza
New York, New York 10006
Damian P. Reitemeyer Mailing Address:
Vice President P.O. Box 318
Telephone: 212-250-4599 Church Street Station
New York, NY 10008
February 14, 1996
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
Bellsouth Corporation
Pursuant to Rule 13d-1 of the General Rules and Regulations
under the Securities Exchange Act of 1934, the following is
one copy of the Schedule 13G with respect to the common
stock of the above referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-Mail
confirmation.
Sincerely,
/s/ Damian P. Reitemeyer
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
Bellsouth Corporation
_______________________________________
NAME OF ISSUER:
Common Stock (Par Value $1.00)
_______________________________________
TITLE OF CLASS OF SECURITIES
079860102
_______________________________________
CUSIP NUMBER
Check the following box if a fee is being paid with
this statement [ ]. (A fee is not required only if
the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five
percent of the class of securities described in Item
1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out
for a reporting person s initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this
cover page shall not be deemed to be filed for the
purpose of Section 18 of the Securities Exchange Act
of 1934 ( Act ) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following page(s))
CUSIP No. 079860102 Page 1 of 8 Pages
1.NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust New York Corporation, its wholly-owned
subsidiary, Bankers Trust Company, as Trustee for various
trusts and employee benefit plans, and investment advisor,
and its indirectly wholly owned subsidiary BT Variable,
Inc. 13-6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [X]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Bankers Trust New York Corporation, Bankers Trust
Company, and BT Variable, Inc. are New York Corporations
NUMBER OF 5. SOLE VOTING POWER
SHARES Bankers Trust New York
Corporation 247,500 shares
Bankers Trust Company 9,173,516 shares
BT Variable, Inc. 0 shares
TOTAL SHARES 9,421,016
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY Bankers Trust New York
Corporation 0 shares
Bankers Trust Company 154,932 shares
BT Variable, Inc. 46,500 shares
TOTAL SHARES 201,432
EACH 7. SOLE DISPOSITIVE POWER
REPORTING Bankers Trust New York
Corporation 247,500 shares
Bankers Trust Company 17,217,406 shares
BT Variable, Inc. 0 shares
TOTAL SHARES 17,464,906
CUSIP No. 079860102 Page 2 of 8 Pages
PERSON 8. SHARED DISPOSITIVE POWER
WITH Bankers Trust New York
Corporation 0 shares
Bankers Trust Company 226,186 shares
BT Variable, Inc. 46,500 shares
TOTAL SHARES 272,686
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Bankers Trust New York
Corporation 247,500 shares
Bankers Trust Company 17,443,592 shares
BT Variable, Inc. 46,500 shares
TOTAL SHARES 17,737,592
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[X]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Bankers Trust New York
Corporation 0.0%
Bankers Trust Company 1.8%
BT Variable, Inc. 0.0%
TOTAL 1.8
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC
Bankers Trust Company - BK
BT Variable, Inc. - IC
CUSIP No. 079860102 Page 3 of 8 Pages
DISCLAIMER OF BENEFICIAL OWNERSHIP
THE FILING OF THIS SCHEDULE G STATEMENT SHALL NOT BE
CONSTRUED AS AN ADMISSION THAT BANKERS TRUST NEW YORK
CORPORATION OR BANKERS TRUST COMPANY, AS TRUSTEE (THE
BANK ) IS, FOR THE PURPOSE OF SECTION 13(g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934, OR FOR ANY OTHER
PURPOSE, THE BENEFICIAL OWNER OF THE SECURITIES SET
FORTH IN ITEM 4(a)(iv) HEREOF.
Item 1(a) NAME OF ISSUER:
Bellsouth Corporation
Item 1(b) ADDRESS OF ISSUER S PRINCIPAL EXECUTIVE
OFFICES:
1155 Peachtree Street, N.E.
Atlanta, GA 30367
Item 2(a) NAME OF PERSON FILING:
Bankers Trust New York Corporation, its wholly-
owned subsidiary, Bankers Trust Company, as
Trustee for various trusts and employee
benefit plans, and investment advisor, and
its indirectly wholly-owned subsidiary BT
Variable, Inc.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
280 Park Avenue
New York, New York 10017
Item 2(c) CITIZENSHIP:
Bankers Trust New York Corporation, Bankers
Trust Company, as Trustee for various trusts and
employee benefit plans, and investment advisor,
and BT Variable, Inc. are corporations
incorporated in the State of New York with their
principal business offices located in New York.
CUSIP No. 079860102 Page 4 of 8 Pages
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock (Par Value $1.00) of Bellsouth
Corporation, a Georgia corporation.
Item 2(e) CUSIP NUMBER:
079860102
Item 3 THE PERSON FILING IS A:
For Bankers Trust New York Corporation,
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
For Bankers Trust Company,
(b) [X] Bank as defined in section 3(a)(6) of the
Act.
For BT Variable, Inc.
(c) [X] Insurance Company as defined in Section
3(a)(19) of the Act
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
As of December 31, 1995
(i) Bankers Trust New York Corporation was the
beneficially owner of 247,500 shares of common
stock;
(ii) Bankers Trust Company (the Bank ), as Trustee
for various trusts and employee benefit plans, and
investment advisor, was the beneficial owner of
17,443,592 shares of common stock;
CUSIP No. 079860102 Page 5 of 8 Pages
(iii)BT Variable, Inc., a indirectly wholly-owned
subsidiary of Bankers Trust Company was the
beneficial owner of 46,500 shares of common stock;
(iv) Bankers Trust Company was the record owner of
94,484,925 shares as Trustee of the Bellsouth
Management Savings & Security Plan, the Savings &
Security Plan and the Retirement Savings Plan (the
Plan ) with respect to which the bank disclaims
beneficial ownership.
The Plan states that each Plan participant shall
have the right to direct the manner in which
shares of common stock shall be voted at all
stockholders meetings. The Department of Labor
has expressed the view that, under certain
circumstances, ERISA may require the Trustee to
vote shares which are not allocated to
participants accounts and unvoted shares. Since,
in the view of the Bank and Bankers Trust New York
Corporation, such voting power is merely a
residual power based upon the occurrence of an
unlikely contingency and is not a sole or shared
power to vote the securities, the Bank and Bankers
Trust New York Corporation hereby disclaim
beneficial ownership of such securities.
(b) PERCENT OF CLASS:
The common stock described in Item 4(a) above as
to which Bankers Trust New York Corporations, Bank
Trust Company (the Bank) and BT Variable
acknowledges beneficial ownership constitutes 1.8%
of the Issuer s outstanding Common Stock. The
Common Stock as to which the Bank disclaims
beneficial ownership constitutes 9.5% of the
Issuer s outstanding Common Stock.
CUSIP No. 079860102 Page 6 of 8 Pages
(c) Number of shares as to which the Bank has:
(i) sole power to vote or to direct the
vote -
Bankers Trust New York
Corporation 247,500 shares
Bankers Trust Company, as Trustee for various
trusts and employee benefit plans, and as
investment advisor 9,173,516 shares
BT Variable 0 shares
TOTAL SHARES 9,421,016
(ii) shared power to vote or to direct the
vote -
Bankers Trust New York
Corporation 0 shares
Bankers Trust Company, as Trustee for various
trusts and employee benefit plans, and as
investment advisor 154,932 shares
BT Variable 46,500 shares
TOTAL SHARES 201,432
(iii)sole power to dispose or to direct the
disposition of -
Bankers Trust New York
Corporation 247,500 shares
Bankers Trust Company, as Trustee for various
trusts and employee benefit plans, and as
investment advisor 17,217,406 shares
BT Variable 0 shares
TOTAL SHARES 17,464,906
(iv) shared power to dispose or to direct the
disposition of -
Bankers Trust New York
Corporation 0 shares
Bankers Trust Company, as Trustee for various
trusts and employee benefit plans, and as
investment advisor 226,186 shares
BT Variable 46,500 shares
TOTAL SHARES 272,686
CUSIP No. 079860102 Page 7 of 8 Pages
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS:
[ ]
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF
OF ANOTHER PERSON:
The Issuer s Plan, and various trusts, and
employee benefit plan for which the Bank serves as
Trustee, and accounts for which the Bank
serves as investment advisor, have the right to
receive and/or the power to direct the receipt of
dividends from, or the proceeds from the
sale of, such securities.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
See Item 3 above.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
CUSIP No. 079860102 Page 8 of 8 Pages
Item 10 CERTIFICATION:
By signing below I certify that, to the best of
my knowledge and belief, the securities
referred to above were acquired in the ordinary
course of business and were not acquired for
the purpose of and do not have the effect of
changing or influencing the control of the
issuer of such securities and were not acquired in
connection with or as a participant in any
transaction having such purpose or effect.
SIGNATURE:
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the
information set forth in this statement is
true, complete and correct.
Date: as of December 31, 1995
Signature: Bankers Trust New York Corporation
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: Bankers Trust Company, as Trustee for various
trusts, and employee benefit plans, and investment advisor
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: BT Variable, Inc.
By: /s/ Myles Tashman
Name: Myles Tashman
Title: Secretary
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to Bankers Trust Company is shown below:
Bankers Trust New York Corporation
|
100%
|
Bankers Trust Company
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to BT Variable, Inc. is shown below:
Bankers Trust New York Corporation
|
100%
|
Bankers Trust Company
|
100%
|
Whitewood Properties Corp
|
100%
|
BT Variable, Inc.
