-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MywtGxlc/VeibsTJPo7hhs9z1WMeJyslXkDDyzEuHVPLbQ4XkooUUrolxR7B52ad mXTkEgj/pN3GwnYDgmdong== 0000732713-00-000045.txt : 20001222 0000732713-00-000045.hdr.sgml : 20001222 ACCESSION NUMBER: 0000732713-00-000045 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001221 EFFECTIVENESS DATE: 20001221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELLSOUTH CORP CENTRAL INDEX KEY: 0000732713 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 581533433 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-52422 FILM NUMBER: 793314 BUSINESS ADDRESS: STREET 1: 1155 PEACHTREE ST NE STREET 2: ROOM 15G03 CITY: ATLANTA STATE: GA ZIP: 30309-3610 BUSINESS PHONE: 4042492000 S-8 1 0001.txt BLS CORP. STOCK PLAN (FORMER BLS STK. OPTION PLAN) Registration No. 333 - Securities and Exchange Commission Washington, D.C. 20549 _______________________________________ Form S-8 Registration Statement Under The Securities Act of 1933 _______________________________________ BellSouth Corporation A Georgia I.R.S. Employer Corporation No.58-1533433 1155 Peachtree Street, N.E. Atlanta, Georgia 30309-3610 Telephone Number 404 249-2000 ______________________________________________ BellSouth Corporation Stock Plan (Successor to BellSouth Corporation Stock Option Plan) _______________________________________________ Agent for Service: Chris G. Beasley BellSouth Corporation 15G03 Campanile 1155 Peachtree Street, N.E. Atlanta, Georgia 30309-3610 Telephone Number 404 249-2920 ____________________________________________ Calculation of Registration Fee proposed proposed title of amount maximum maximum amount of securities to to be offering price aggregate registration Be Registered registered per share offering price fee - ------------------------------------------------------------------------------- Common Stock, 8,000,000 $41.1875 (c) $329,500,000 (c) $86,988 (c) par value $1 shares (b) per share (a) (a) Includes preferred stock purchase rights under the BellSouth Corporation Shareholder Rights Agreement. (b) If, prior to the completion of the distribution of the Common Stock covered by this registration statement, additional shares of such Common Stock are issued or issuable as a result of a stock split or stock dividend, this registration statement shall be deemed to cover such additional shares resulting from the stock split or stock dividend pursuant to Rule 416. (c) The price per share was estimated in accordance with Rule 457(c) and (h) for purposes of calculating the registration fee. Part II Information required in the registration statement Item 3. Incorporation of Documents by Reference. The contents of Registration Statement No. 333-49047, except Items 5, 6, 8 and 9 which are superseded by the information below, are hereby incorporated herein by reference. Prospectuses used in connection with this Plan also relate to such Registration Statement pursuant to Rule 429. Item 5. Interests of Named Experts and Counsel. Mark D. Hallenbeck, Vice President and General Counsel of BellSouth Capital Funding Corporation, is rendering an opinion regarding the legality of the Common Stock. Mr. Hallenback owns 101,119 shares of BellSouth Common Stock, including interests through various BellSouth employee benefit plans. Item 6. Indemnification of Directors and Officers. As authorized by the Georgia Business Corporation Code (the "GBCC"), BellSouth's articles of Incorporation limit the monetary liability of its directors to BellSouth or its shareholders for any breach of their duty of care or any other duty as a director except (i) for misappropriation of any business opportunity of BellSouth, (ii) for acts or omissions not in good faith or which constitute intentional misconduct or a knowing violation of law, (iii) for liability for certain unlawful distributions, or (iv) for any transaction from which the director derived an improper personal benefit. As authorized by the GBCC, the shareholders of BellSouth have adopted an amendment to the Bylaws expanding directors' and officers' indemnification rights and have approved a form of Indemnity Agreement which BellSouth may enter with its directors or officers. A person with whom BellSouth has entered into such an Indemnity Agreement (an "Indemnitee") shall be indemnified against liabilities and expenses related to such person's capacity as an officer or director or to capacities served with other entities at the request of BellSouth, except for claims excepted from the limited liability provisions described above. An Indemnitee is also entitled to the benefits of any directors' and officers' liability insurance policy maintained by BellSouth, and in the event of a "change in control" (as defined in the Indemnity Agreement), obligations under the Indemnity Agreement will be secured with a letter of credit in favor of the Indemnitee in an amount of not less than $1,000,000. BellSouth has entered into Indemnity Agreements with each of its directors. The GBCC generally empowers a corporation, without shareholder approval, to indemnify directors against liabilities in proceedings to which they are named by reason of serving as a director of the corporation, if such person acted in a manner believed in good faith to be in or not opposed to the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful. Without shareholder approval, indemnification is not permitted of a director adjudged liable to the corporation in a proceeding by or in the right of the corporation or a proceeding in which the director is adjudged liable based on a personal benefit improperly received, absent judicial determination that, in view of the circumstances, such person is fairly and reasonably entitled to indemnification of reasonable expenses incurred. The GBCC permits indemnification and advancement of expenses to officers who are not directors, to the extent consistent with public policy. The GBCC provides for mandatory indemnification of directors and officers who are successful in defending against any proceeding to which they are named because of their serving in such capacity. BellSouth's Bylaws also provide that BellSouth shall indemnify any person made or threatened to be made a party to any action (including any action by or in the right of BellSouth) by reason of service as a director or officer of BellSouth or the Company, respectively (or of another entity at BellSouth's request), against liabilities and expenses to the maximum extent permitted by the GBCC. The general limitations in the GBCC as to indemnification may be superseded to the extent of the limited liability provision (with respect to directors) in BellSouth's Articles of Incorporation and the Indemnity Agreements, as authorized by the shareholders and as described above. The directors and officers of BellSouth and the Company are covered by liability insurance policies pursuant to which (a) they are insured against loss arising from certain claims made against them, jointly or severally, during the policy period for any actual or alleged breach of duty, neglect, error, misstatement, misleading statements, omission or other wrongful act and (b) BellSouth or the Company, as the case may be, is entitled to have paid by the insurers, or to have the insurers reimburse BellSouth or the Company, as the case may be, for amounts paid by it, in respect of such claims if BellSouth or the Company, as the case may be, is required to indemnify officers and directors for such claims. Item 8. Exhibits. Exhibit Number 5 Opinion of Mark D. Hallenbeck. 10v-1 Amended and Restated BellSouth Corporation Stock Plan. (Annex III to Definitive Proxy Statement dated October 11, 2000, File No. 1-8607.)* 23 Consent of PricewaterhouseCoopers LLP. 23a Consent of Mark D. Hallenbeck (contained in opinion filed as Exhibit 5). 24 Powers of Attorney. * Incorporated by reference Item 9. Undertakings. (a) 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 10(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 statement (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; and (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) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrants 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 of 1933, 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. (b) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of BellSouth's annual report pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and each filing of the plan's 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions or otherwise (other than the insurance policies referred to therein), the registrants have been advised that in the opinion of the SEC 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 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 whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. Signatures Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta and State of Georgia, on the 21 day of December, 2000. BellSouth Corporation By /s/ W. Patrick Shannon ------------------------------------ W. Patrick Shannon Vice President - Finance and Supply Chain Management Pursuant to the requirements of the Securities Act, this registration statement or amendment thereto has been signed below by the following persons in the capacities and on the date indicated. Principal Executive Officer: F. Duane Ackerman* Chairman of the Board, President and Chief Executive Officer Principal Financial Officer: Ronald M. Dykes* Chief Financial Officer Principal Accounting Officer: W. Patrick Shannon* Vice President - Finance and Supply Chain Management Directors: F. Duane Ackerman* Joseph M. Magliochetti* Reuben V. Anderson* John G. Medlin, Jr.* James H. Blanchard* Leo F. Mullin* J. Hyatt Brown* Robin B. Smith* Armando M. Codina* William S. Stavropoulos* James P. Kelly* *By /s/ W. Patrick Shannon ----------------------- W. Patrick Shannon (Individually and as Attorney-in-Fact) December 21, 2000 EXHIBIT INDEX Exhibit Number 5 Opinion of Mark D. Hallenbeck. 10v-1 Amended and Restated BellSouth Corporation Stock Plan. (Annex III to Definitive Proxy Statement dated October 11, 2000, File No. 1-8607.)* 23 Consent of PricewaterhouseCoopers LLP. 23a Consent of Mark D. Hallenbeck (contained in opinion filed as Exhibit 5). 24 Powers of Attorney. * Incorporated by reference EX-5 2 0002.txt OPINION AND CONSENT OF COUNSEL EXHIBIT 5 EXHIBIT 23a Opinion and Consent of Counsel December 21, 2000 BellSouth Corporation 1155 Peachtree Street, N.E. Atlanta, Georgia 30309-3610 Re: BellSouth Corporation Stock Plan (successor to BellSouth Corporation Stock Option Plan) Dear Sirs: I am Vice President and General Counsel of BellSouth Capital Funding Corporation and have been asked to render this opinion in connection with the registration statement on Form S-8 (the "Registration Statement") which BellSouth Corporation (the "Company") proposes to file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, registering 8,000,000 shares of Common Stock (par value $1.00 per share) of the Company (the "Shares") which are to be offered pursuant to the BellSouth Corporation Stock Plan (successor to BellSouth Corporation Stock Option Plan) (the "Plan"), I am of the opinion that: (1) the Company is a corporation duly organized and validly existing under the laws of the State of Georgia. (2) all proper corporate proceedings have been taken so that the Shares have been duly authorized and, upon issuance and payment therefor in accordance with the Plan, will be legally issued, fully paid and non-assessable. I, or attorneys under my supervision, have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments as I have deemed necessary or advisable for the purpose of rendering this opinion. I have assumed the authenticity of all documents submitted as originals and the conformity with the original documents of any copies of such documents submitted for examination. I hereby consent to any references to me contained in, and to the filing of this opinion with the Securities and Exchange Commission in connection with, the Registration Statement. Very truly yours, /s/ Mark D. Hallenbeck Mark D. Hallenbeck EX-23 3 0003.txt CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration statement of BellSouth Corporation on Form S-8 of our report dated February 3, 2000 (except for Note R, as to which the date is February 24, 2000) relating to the consolidated financial statements, which appears in BellSouth Corporation's Annual Report on Form 10-K for the year ended December 31, 1999. /s/ PricewaterhouseCoopers LLP Atlanta, Georgia December 21, 2000 EX-24 4 0004.txt POWERS OF ATTORNEY Exhibit 24 Powers of Attorney POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register Common Stock to be issued under the BellSouth Corporation Stock Plan. NOW THEREFORE, each of the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for him in his name, place and stead in each of his respective capacities in the Company, to execute and cause to be filed the Registration Statement with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements and post-effective amendment or amendments to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand on the date indicated. /s/ F.D. Ackerman Dec 21 2000 F. Duane Ackerman Date Chairman of the Board, President and Chief Executive Officer, Director (Principal Executive Officer) /s/ R.M. Dykes Dec 21 2000 Ronald M. Dykes Date Chief Financial Officer (Principal Financial Officer) /s/ W. Patrick Shannon Dec 21 2000 W. Patrick Shannon Date Vice President - Finance and Supply Chain Management (Principal Accounting Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register Common Stock to be issued under the BellSouth Corporation Stock Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for him in his name, place and stead to execute and cause to be filed the Registration Statement with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements and post-effective amendment or amendments to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ Reuben V. Anderson Reuben V. Anderson Director 12-15-00 Date POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register Common Stock to be issued under the BellSouth Corporation Stock Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for him in his name, place and stead to execute and cause to be filed the Registration Statement with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements and post-effective amendment or amendments to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ James H. Blanchard James H. Blanchard Director Dec 21 2000 Date POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register Common Stock to be issued under the BellSouth Corporation Stock Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for him in his name, place and stead to execute and cause to be filed the Registration Statement with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements and post-effective amendment or amendments to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ J. Hyatt Brown J. Hyatt Brown Director Dec 21 2000 Date POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register Common Stock to be issued under the BellSouth Corporation Stock Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for him in his name, place and stead to execute and cause to be filed the Registration Statement with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements and post-effective amendment or amendments to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ Armando M. Codina Armando M. Codina Director 12/15/00 Date POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register Common Stock to be issued under the BellSouth Corporation Stock Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for him in his name, place and stead to execute and cause to be filed the Registration Statement with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements and post-effective amendment or amendments to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ James P. Kelly James P. Kelly Director Dec 21 2000 Date POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register Common Stock to be issued under the BellSouth Corporation Stock Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for him in his name, place and stead to execute and cause to be filed the Registration Statement with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements and post-effective amendment or amendments to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ Joseph M. Magliochetti Joseph M. Magliochetti Director 12/15/00 Date POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register Common Stock to be issued under the BellSouth Corporation Stock Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for him in his name, place and stead to execute and cause to be filed the Registration Statement with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements and post-effective amendment or amendments to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ John G. Medlin, Jr. John G. Medlin, Jr. Director 12-15-00 Date POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register Common Stock to be issued under the BellSouth Corporation Stock Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for him in his name, place and stead to execute and cause to be filed the Registration Statement with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements and post-effective amendment or amendments to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ Leo F. Mullin Leo F. Mullin Director Dec 21 2000 Date POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register Common Stock to be issued under the BellSouth Corporation Stock Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for her in her name, place and stead to execute and cause to be filed the Registration Statement with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements and post-effective amendment or amendments to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set her hand on the date indicated. /s/ Robin B. Smith Robin B. Smith Director 12/18/00 Date POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register Common Stock to be issued under the BellSouth Corporation Stock Plan. NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane Ackerman, Ronald M. Dykes, W. Patrick Shannon and Carl E. Swearingen, and each of them, as attorneys for him in his name, place and stead to execute and cause to be filed the Registration Statement with respect to the securities to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or statements and post-effective amendment or amendments to increase or deregister securities, to withdraw the Registration Statement or otherwise, hereby giving and granting to said attorneys full power and authority (including substitution and revocation) to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date indicated. /s/ William S. Stavropoulos William S. Stavropoulos Director 12/15/00 Date -----END PRIVACY-ENHANCED MESSAGE-----