-----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, GJas/iBOV1RurmeEeKMVyrwmSZfH4B6CYR/kGnDiSSxriLOUmsFi6++IcxQnwEnh mWkqGquWNXTkZCCMsqyH6w== 0000732713-99-000022.txt : 19991213 0000732713-99-000022.hdr.sgml : 19991213 ACCESSION NUMBER: 0000732713-99-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991209 ITEM INFORMATION: FILED AS OF DATE: 19991210 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: 8-K SEC ACT: SEC FILE NUMBER: 001-08607 FILM NUMBER: 99771938 BUSINESS ADDRESS: STREET 1: 1155 PEACHTREE ST NE STREET 2: ROOM 15G03 CITY: ATLANTA STATE: GA ZIP: 30309-3610 BUSINESS PHONE: 4042492000 8-K 1 CURRENT REPORT FOR DECEMBER 9, 1999 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 1999 BELLSOUTH CORPORATION (Exact name of registrant as specified in its charter) Georgia 1-8607 58-1533433 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) No.) Room 15G03, 1155 Peachtree Street, N. E., Atlanta, Georgia 30309-3610 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (404) 249-2000 Item 5. Other Events Acquisition of E-Plus - ----------------------------------------------------- On December 9, 1999, BellSouth announced that it and KPN Royal Dutch Telecom would Acquire 100% of German wireless carrier E-Plus. See Exhibit 99a for a complete copy of the related press release. - -------------------------------------------------------------------------- Cautionary Language Concerning Forward-Looking Statements - -------------------------------------------------------------------------- Statements that do not address historical performance are based on our assumptions and estimates and are subject to risks and uncertainties. For these statements, we claim the protection of the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Factors that could affect future operating results and financial position and could cause actual results to differ materially from those expressed in the forward-looking statements are: o a change in economic conditions in domestic or international markets where we operate or have material investments which would affect demand for our services; o the intensity of competitive activity and its resulting impact on pricing strategies and new product offerings; o further delay in our entry into the interLATA long distance market; o higher than anticipated start-up costs or significant up-front investments associated with new business initiatives; o unanticipated higher capital spending from the deployment of new technologies; o unsatisfactory results in regulatory actions including access reform, universal service, terms of interconnection and unbundled network elements and resale rates; and o failure to satisfactorily identify and complete Year 2000 software and hardware revisions by us and third parties. This list of cautionary statements is not exhaustive. These and other developments could cause our actual results to differ materially from those forecast or implied in the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which are current only as of the date of this filing. We have no obligation to publicly release the results of any revisions to these forward-looking statements to reflect events or circumstances after the date of this filing. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BELLSOUTH CORPORATION By: /s/ W. Patrick Shannon W. Patrick Shannon Vice President and Controller December 10, 1999 EX-99 2 EXHIBIT 99A - PRESS RELEASE - DECEMBER 9, 1999 BellSouth and KPN Royal Dutch Telecom to Acquire 100% of E-Plus Companies Announce Strategic Alliance ATLANTA, GA -- December 9, 1999 -- BellSouth Corporation (NYSE:BLS) announced today it has exercised its right-of-first-refusal (as a current 22.507 percent owner of E-Plus) to purchase Vodafone's 17.243 percent share of the German wireless carrier E-Plus and that it will exercise its right-of-first-refusal to purchase VEBA/RWE's 60.25 percent share of E-Plus. BellSouth also announced it is forming an alliance with KPN Royal Dutch Telecom. KPN (NYSE: KPN) is providing BellSouth a $9.4 billion loan to purchase the Vodafone and VEBA shares. KPN will subsequently convert the loan into a 77.493 percent share of BellSouth GmbH, the holding company that will own and operate E-Plus. Following the closing, BellSouth and KPN will share control of E-Plus. BellSouth has the option to convert its 22.507 percent of E-Plus into a 19 percent ownership interest in KPN or a stake in KPN Mobile of equivalent value. KPN Mobile is a holding company for all of KPN's wireless investments, that is expected to go public in the first half of 2000. Initial discussions centered around a valuation of $6.5 billion for the BellSouth stake in E-Plus. However, as the market has continued to positively recognize the value of KPN to its shareowners, BellSouth's stake has risen to $7.8 billion. "Our initial $150 million investment in E-Plus, currently valued at $2.4 billion, has now been turned into a $7.8 billion asset," stated F. Duane Ackerman, Chairman and CEO of BellSouth. "This is great news for BellSouth shareholders because we have captured an incremental $5.4 billion in value that is not currently reflected in our stock price." Mr. Wim Dik, Chairman and CEO of KPN said, "We already made clear that we would be able to reach such a major position in mobile through teaming with the right partner. We are convinced that we have found in BellSouth an experienced partner in modern telecom services with a progressive attitude to new developments. With them, we will be able to speed up our growth in the European mobile markets." BellSouth also has agreed to make up to $3 billion of loans to KPN to be used for further wireless investments in Europe. In connection with the loans, BellSouth will receive warrants to purchase approximately 52 million additional shares of KPN. BellSouth will consider providing further loans of up to $5 billion to provide KPN financing for acquisitions of wireless carriers in Europe. These additional loans, if made, would be convertible into shares of KPN Mobile. BellSouth said it selected KPN as a partner because the company offered shared control of E-Plus and the option to take an equity position in either KPN or KPN Mobile. "KPN is an aggressive competitor with multiple wireless properties in Europe," Ackerman said. "We expect to have a very successful partnership that creates additional options for BellSouth in Europe." The communications market in Europe exceeds $200 billion. Germany is an especially important piece of that market, with a population of 82 million people, and a relatively low wireless penetration rate of 23 percent vs. the European average of 33 percent. BellSouth remains a major player in the global wireless marketplace with operations in 20 countries, serving more than 10 million wireless customers worldwide. About E-Plus E-Plus is the third largest mobile operator in Germany. With an estimated 3.5 million customers at the end of 1999, E-Plus has a market share of 20 percent. The company operates a GSM 1800 nation-wide network of approximately 7,000 base stations. It is headquartered in Dusseldorf and has 3,000 employees. About KPN KPN Royal Dutch Telecom is the leading telecommunications company in The Netherlands. It supplies the whole range of telecommunications and Information and Communication Technology services in its home country and, either independently or in co-operation with partners, in other countries, mainly in West and Central Europe. It focuses on growth in four core activities: mobile, fixed services, IP/data services and Internet, call center and media services. In The Netherlands KPN has 9 million connections on the fixed network and is market leader in mobile telephony (3.6 million customers) and Internet services. Via KPNQwest (Nasdaq: KQIT), IP/data services are offered to the business and wholesale market in Europe. KPN has a market capitalization of approximately NLG. 70 billion and reported total operating revenues of NLG 17,719 million and net income of NLG 1,515 million for the year ended 1998. KPN's net income for the first half of 1999 was NLG 918 million on total operating revenues of NLG 8,849 million. KPN stated that its annual profit forecast for 1999 would be over NLG 1.7 billion. With the addition of the German operator E-Plus, the newly formed entity KPN Mobile becomes a major pan European mobile operator with approximately 8 million customers. KPN Mobile's footprint currently comprises operations in: The Netherlands, Belgium (KPNOrange) Hungary (Pannon), Ukraine (UMC), Bulgaria (Mobikom, acquisition pending) and Indonesia (Telkomsel). About BellSouth BellSouth (NYSE: BLS) is a $25 billion communications company. It provides telecommunications, wireless communications, cable and digital TV, advertising and publishing, and Internet and data services to more than 36 million customers in 20 countries world-wide including Belgium, Denmark, Germany, The Netherlands and the United Kingdom. In Latin America, BellSouth provides communications services in nine countries: Argentina, Brazil, Chile, Ecuador, Panama, Nicaragua, Uruguay and Venezuela. It plans to begin providing services to Guatemala in mid-2000. BellSouth also provides communications services in China, India, Israel and Singapore. -----END PRIVACY-ENHANCED MESSAGE-----