EX-25 9 forms381804ex25e.txt EXHIBIT 25-E FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an application to determine eligibility of a trustee pursuant to Section 305(b)(2)______ REGIONS BANK (Exact name of trustee as specified in its charter) Alabama 63-0371391 (State of incorporation if (I.R.S. Employer not a U.S. national bank) Identification Number) 417 North 20th Street Birmingham, Alabama 35202 (Address of principal executive offices) (Zip code) Cynthia Germek 417 North 20th Street Suite 1420 Birmingham, Alabama 35202 (205) 326-7275 (name, address and telephone number of agent for service) BELLSOUTH CORPORATION (Exact name of obligor as specified in its charter) Georgia 58-1533433 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1155 Peachtree Street, N.E. Atlanta, Georgia 30309-3610 (Address of principal executive offices) (Zip code) Debt Securities (Title of the indenture securities) Item 1. General information. Furnish the following information as to the trustee - (a) Name and address of each examining or supervising authority to which it is subject. Federal Reserve Bank of Atlanta, Atlanta, Georgia Alabama State Banking Department, Montgomery, Alabama (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 3. List of Exhibits. The additional exhibits listed below are filed herewith: (Exhibits, if any, identified in parentheses are on file with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and Rule 24 of the Commission's Rules of Practice.) 1a. Restated Articles of Incorporation of the Trustee. (Exhibit 1 to Form T-1, Registration No. 22-21909). 1b. Articles of Amendment to Restated Articles of Incorporation of the Trustee. (Exhibit 1b to Form T-1, filed in connection with the Current Report on Form 8-K of BellSouth Telecommunications, Inc. dated October 9, 1997). 1c. Articles of Amendment to Restated Articles of Incorporation of the Trustee. 2. Not applicable. 3. Authorization of the Trustee to exercise corporate trust powers (Exhibit 3 to Form T-1, Registration No. 22-21909). 4. Bylaws of the Trustee. (Exhibit 4 to Form T-1, Registration No. 33-60351). 5. Not applicable. 6. Consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, as amended. 7. Latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority as of the close of business on June 30, 2004. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Regions Bank, an Alabama banking corporation, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Birmingham, State of Alabama on the 10th day of August, 2004. REGIONS BANK By /s/ Cynthia Germek --------------------------- Name: Cynthia Germek Title: Vice President EXHIBIT 1c ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF REGIONS BANK REGIONS BANK, a corporation organized and existing under the laws of the State of Alabama, hereby certifies as follows: 1. The name of the corporation is Regions Bank. 2. This amendment to the Articles of Incorporation amends Article 5, subdivision a. of the Articles of Incorporation as previously filed, as follows: The articles of incorporation of the Bank shall be amended by deleting Article 5, subdivision a., and substituting in place thereof as follows: a. The number of Directors constituting the entire Board shall be fixed from time to time by voice of a majority of the entire Board, provided, however, that the number of Directors shall not be reduced so as to shorten the term of any Director at the time in office, and provided further, shall not be less than three nor more than twenty-five (25). Each Director shall be the record owner of the requisite number of shares in common stock of the Bank's parent bank holding company fixed by the appropriate regulatory authorities. 3. This restatement of the Articles of Incorporation was duly adopted by vote of the directors of the corporation pursuant to Section 10-2B-10.03 of the Alabama Business Corporation Act and was approved by the sole stockholder in accordance with Section 10-2B-10.03, by unanimous consent of the holder of 20,546 shares of common stock, constituting all of the shares of common stock of the corporation outstanding and entitled to vote on the amendment. The date of adoption of the restated articles of incorporation was July 13, 2004. IN WITNESS WHEREOF, said Regions Bank has caused this certificate to be signed by Carl E. Jones, Jr., its President, this 13th day of July, 2004. REGIONS BANK By: /s/ Carl E. Jones, Jr. -------------------------- Carl E. Jones, Jr., President EXHIBIT 6 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, in connection with the proposed issue of Debt Securities by BellSouth Corporation, we hereby consent that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. Dated August 10, 2004 REGIONS BANK By /s/ Cynthia Germek Name: Cynthia Germek Title: Vice President EXHIBIT 7 EXHIBIT 7 TO FORM T-1 CONSOLIDATED REPORT OF CONDITION OF Regions Bank of 417 North 20th Street, Birmingham, Alabama 35202 and Subsidiaries, a member of the Federal Reserve System, at the close of business June 30, 2004 in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act DOLLAR AMOUNTS ASSETS IN THOUSANDS ------ ------------ Cash and balance due from depository institutions: Noninterest-bearing balances and currency and coin $1,265,607 Interest-bearing balances 6,102 Securities: Held to maturity securities 7,610 Available for sale securities 8,371,958 Federal Funds sold and securities purchased under agreements to resell in domestic office of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds sold in domestic offices 6,465 Securities purchased under agreements to resell 40,044 Loans and lease financing receivables: Loans and leases held for sale 1,299,726 Loans and leases, net of unearned income 33,648,354 Less: Allowance for loan and lease losses 452,677 ------- Loans and leases, net of unearned income, allowance, and reserve 33,195,677 Trading assets 96,082 Premises and fixes assets (including capitalized leases) 599,158 Other real estate owned 37,652 Investment in unconsolidated subsidiaries and associated companies 142,010 Customers liability to this bank on acceptance outstanding 9,604 Intangible assets: Goodwill 156,248 Other tangible assets 172,777 Other assets 763,993 ------- TOTAL ASSETS $46,170,713 DOLLAR AMOUNTS LIABILITIES IN THOUSANDS ----------- ------------ Deposits: In domestic offices $30,446,844 Noninterest-bearing 3,165,904 Interest-bearing 27,280,940 ---------- In foreign offices, Edge and Agreement subsidiaries, and IBFs 4,708,908 Noninterest-bearing 1,505 Interest-bearing 4,707,403 --------- Federal funds purchased and securities sold under agreement to repurchase: Federal funds purchased in domestic offices 279,985 Securities sold under agreements to repurchase 1,507,088 Trading liabilities 104,692 Other borrowed money 4,501,138 Bank's liability on acceptances executed and outstanding 9,604 Subordinated notes and debentures 47,567 Other liabilities 800,567 ------- TOTAL LIABILITIES 42,406,393 Minority interest in consolidated subsidiaries 165,894 EQUITY CAPITAL Perpetual Preferred Stock and Related Surplus 0 Common Stock 103 Surplus 1,052,737 Retained earnings 2,584,538 Accumulated other comprehensive income (38,952) Other equity capital components 0 TOTAL EQUITY CAPITAL 3,598,426 --------- TOTAL LIABILITIES, MINORITY INTEREST AND EQUITY CAPITAL $46,170,713 ===========