-----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, DPPa+7rneVawxfByBj5ChOCQNI9HWQt9aDmAHsWHSHtZZzOgdx8rkjPiF9JFlMtD +phHruSmsfEoSSMNHExUlg== 0000950144-99-004909.txt : 19990427 0000950144-99-004909.hdr.sgml : 19990427 ACCESSION NUMBER: 0000950144-99-004909 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 8 REFERENCES 429: 033-51449 REFERENCES 429: 333-45607 FILED AS OF DATE: 19990426 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-3 SEC ACT: SEC FILE NUMBER: 333-77053 FILM NUMBER: 99601226 BUSINESS ADDRESS: STREET 1: 1155 PEACHTREE ST NE STREET 2: ROOM 15G03 CITY: ATLANTA STATE: GA ZIP: 30309-3610 BUSINESS PHONE: 4042492000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELLSOUTH CAPITAL FUNDING CORP CENTRAL INDEX KEY: 0000815474 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 581744323 STATE OF INCORPORATION: GA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-77053-01 FILM NUMBER: 99601227 BUSINESS ADDRESS: STREET 1: 1155 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30367 BUSINESS PHONE: 4042492000 S-3 1 BELLSOUTH CORP / BELLSOUTH CAPITAL FUNDING CORP 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 1999 REGISTRATION NO. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- BELLSOUTH BELLSOUTH CAPITAL CORPORATION FUNDING CORPORATION A GEORGIA CORPORATION A GEORGIA CORPORATION I.R.S. EMPLOYER I.R.S. EMPLOYER NO. 58-1533433 NO. 58-1744323
1155 PEACHTREE ST., N.E. ATLANTA, GEORGIA 30309-3610 TELEPHONE NUMBER (404) 249-2000 --------------------- AGENT FOR SERVICE RAY E. WINBORNE BELLSOUTH CORPORATION 15G03 CAMPANILE 1155 PEACHTREE ST., N.E. ATLANTA, GEORGIA 30309-3610 --------------------- PLEASE SEND COPIES OF ALL COMMUNICATIONS TO: CLARENCE B. MANNING CHARLES S. WHITMAN III BELLSOUTH CORPORATION DAVIS POLK & WARDWELL 1155 PEACHTREE ST., N.E. 450 LEXINGTON AVENUE SUITE 1800 NEW YORK, NEW YORK 10017 ATLANTA, GEORGIA 30309-3610
--------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the Registration Statement becomes effective. --------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] 33-[ ]. If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. [ ] 33-[ ]. If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] --------------------- CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE - --------------------------------------------------------------------------------------------------------------------------- Debt Securities........................ $2,972,735,000 (2) 100% $-- $826,420 Interests in the Support Agreement between the Registrants.............. -- (3) -- -- -- - --------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee and exclusive of accrued interest, if any. (2) If any Debt Securities are issued at an original issue discount, the net proceeds to be received by BellSouth Capital Funding Corporation shall be deemed to be the amount to be registered (excluding any fees and commissions). Any offering of Debt Securities denominated other than in U.S. dollars will be treated as the equivalent in U.S. dollars based on the exchange rate applicable to the purchase of such Debt Securities from BellSouth Capital Funding Corporation. (3) No separate consideration will be received for the interests in the Support Agreement. PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT ALSO RELATES TO $727,265,000 OF DEBT SECURITIES REGISTERED AND REMAINING UNISSUED UNDER REGISTRATION STATEMENT NOS. 33-51449 AND 333-45607 PREVIOUSLY FILED BY THE REGISTRANTS, IN RESPECT TO WHICH $225,867 HAS BEEN PAID TO THE COMMISSION AS FILING FEES. --------------------- 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 THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8, MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SEC IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES, IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. PRELIMINARY PROSPECTUS -- SUBJECT TO COMPLETION $3,700,000,000 BELLSOUTH CAPITAL FUNDING CORPORATION DEBT SECURITIES ISSUED UNDER A SUPPORT AGREEMENT WITH BELLSOUTH CORPORATION BellSouth Capital Funding Corporation ("we") may periodically offer these securities. The supplements to this prospectus will describe the specific terms of these securities. You should read this prospectus and any supplements carefully before you invest. All of the securities will be covered by a Support Agreement between us and BellSouth Corporation ("BellSouth"), our parent company and sole shareholder. In the Support Agreement, BellSouth has agreed to ensure payment of the securities. (See "Support Agreement" on page 3.) ------------------------------ NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------------ THE DATE OF THIS PROSPECTUS IS , 1999. 3 ABOUT THIS PROSPECTUS YOU MAY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS BUT SHOULD NOT ASSUME THE INFORMATION IS ACCURATE AFTER THE DATE OF THIS PROSPECTUS, EVEN IF IT IS DELIVERED SUBSEQUENTLY FOR ANY PURPOSE. NEITHER WE NOR ANY UNDERWRITER HAS AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. This prospectus is part of a registration statement that we filed with the SEC utilizing a "shelf" registration process. Under this shelf process, we may, from time to time, sell the securities described in this prospectus in one or more offerings up to a total dollar amount of $3,700,000,000. This prospectus provides you with a general description of the debt securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. A prospectus supplement may also add, update or change information contained in this prospectus. TABLE OF CONTENTS About This Prospectus....................................... 2 Where You Can Find More Information......................... 2 BellSouth Corporation....................................... 3 BellSouth Capital Funding Corporation....................... 3 Support Agreement........................................... 3 Use of Proceeds............................................. 4 Description of Securities................................... 4 Plan of Distribution........................................ 7 Legal Opinions.............................................. 8 Independent Accountants..................................... 8
WHERE YOU CAN FIND MORE INFORMATION We are not subject to the informational filing requirements of the SEC, and we have not and will not file any documents under the Securities Exchange Act of 1934. However, BellSouth is subject to the informational requirements of the Exchange Act and files reports and other information with the SEC. You may read and copy these reports at the public reference facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at (800) 732-0330. In addition, the SEC maintains an Internet site that contains reports and other information regarding BellSouth (http://www.sec.gov). We have registered these securities with the SEC (Nos. 33-51449, 333-45607 and 333- ) under the Securities Act of 1933. This prospectus does not contain all of the information set forth in the registration statements. You may obtain copies of the registration statements, including exhibits, as discussed in the first paragraph. The SEC allows us to "incorporate by reference" into this prospectus required information on file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede that information. The following documents have been filed by BellSouth with the SEC (File No. 1-8607) and are incorporated by reference into this prospectus: (1) BellSouth's Annual Report on Form 10-K for the year ended December 31, 1998. (2) BellSouth's Current Reports on Form 8-K for January 20, January 25, March 30 and April 20, 1999. 2 4 All documents that BellSouth files under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering of any series of securities shall be deemed to be incorporated by reference in this prospectus and to be a part of it from the date of filing of such documents. YOU MAY OBTAIN COPIES OF THE ABOVE DOCUMENTS UPON REQUEST WITHOUT CHARGE FROM THE OFFICE OF THE CONTROLLER OF BELLSOUTH, 1155 PEACHTREE STREET, N.E., 15G03, ATLANTA, GEORGIA 30309-3610 (TELEPHONE NUMBER 404-249-4238). BELLSOUTH CORPORATION BellSouth was incorporated in 1983 under the laws of the State of Georgia and has its principal executive offices at 1155 Peachtree Street, N.E., Atlanta, Georgia 30309-3610 (telephone number 404-249-2000). BellSouth is a holding company, whose principal subsidiary, BellSouth Telecommunications, Inc. ("BST"), provides predominantly tariffed wireline telecommunications services to substantial portions of the population of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee. BellSouth's other businesses (primarily domestic and international wireless services and advertising and publishing products) are conducted through separate subsidiaries. BELLSOUTH CAPITAL FUNDING CORPORATION We were incorporated in 1987 under the laws of the State of Georgia and have our principal executive offices at 1155 Peachtree Street, N.E., Atlanta, Georgia 30309-3610 (telephone number 404-249-2000). Our sole corporate purpose is obtaining financing to provide funds for BellSouth's diversification and investments and for general working capital for BellSouth, its subsidiaries and joint ventures. We do not provide financing to BST, other than its subsidiaries whose operations are not regulated by tariff. We raise funds through the sale of debt securities in the United States, European and other overseas markets. We do not engage in any separate business operations. On October 14, 1987, the SEC issued an order exempting us from the provisions of the Investment Company Act of 1940, provided that (1) we comply with the provisions of Rule 3a-5 under the Act and (2) the securities remain covered by the Support Agreement. SUPPORT AGREEMENT Under the Support Agreement, BellSouth has agreed to cause us to maintain a positive tangible net worth, as determined in accordance with generally accepted accounting principles. The Support Agreement also provides that we must remain a wholly-owned subsidiary of BellSouth. BellSouth will provide us sufficient funds to pay the securities. If we default on the securities, the holders or a trustee acting on their behalf can sue BellSouth directly. However no holder of securities or trustee acting on their behalf would have recourse against the stock or assets of BST. Dividends paid to BellSouth by BST, which in 1998 aggregated approximately $2.3 billion, are not subject to this limitation. BellSouth's non-BST net book assets, which would also be available to holders of securities under the Support Agreement, aggregated approximately $7.3 billion at December 31, 1998. BellSouth cannot amend or terminate the Support Agreement to adversely affect the rights of holders of securities without the written consent of all holders. 3 5 USE OF PROCEEDS Our general plans for the proceeds from the sale of the securities are described under "BellSouth Capital Funding Corporation" above. Prospectus supplements will describe specific applications. The Company will loan to or invest in BellSouth or its qualifying subsidiaries the proceeds from the offerings as soon as practicable, but in no event later than six months after receipt. In the interim, we will invest the proceeds only in U.S. government securities or commercial paper permitted by Rule 3a-5(a)(6) of the SEC under the Investment Company Act of 1940. DESCRIPTION OF SECURITIES The following description sets forth certain general terms and provisions of the securities and the Indenture. You may obtain a copy of the Indenture as described in "Where You Can Find More Information" on page 2. Particular sections of the Indenture are cited parenthetically. GENERAL The securities will be issued under an Indenture dated as of August 1, 1992 among the Company, BellSouth and The Bank of New York, as successor to Wachovia Bank of Georgia, N.A. (the "Trustee"). BellSouth and certain of its affiliates maintain banking relationships in the ordinary course of business with the Trustee and certain of its affiliates. The Indenture does not limit the amount of securities that may be issued, and securities may be issued as authorized from time to time by our Board of Directors, by a Company order signed by two of our officers or by a supplemental indenture. The securities will be unsecured general obligations and will rank equally with our other outstanding debt. GLOBAL SECURITIES Form and Exchange We will normally issue the securities in book-entry only form, which means that they will be represented by one or more permanent global certificates registered in the name of The Depository Trust Company, New York, New York ("DTC"), or its nominee. We will refer to this form here and in the prospectus supplement as "book-entry only." Alternatively, we may issue the securities in certificated form registered in the name of the holder. Under these circumstances, holders may receive certificates representing the securities. Securities in certificated form will be issued only in increments of $1,000 and multiples of $1,000 and will be exchangeable without charge except for reimbursement of taxes or other governmental charges, if any. We will refer to this form as "certificated." If we issue original issue discount ("OID") securities, we will describe the special United States federal income tax and other considerations of a purchase of such securities in the prospectus supplement. OID securities are issued at a substantial discount below their principal amount because they pay no interest or pay interest that is below market rates at the time of issuance. Book-Entry Only Procedures The following discussion pertains to securities that are issued in book-entry only form. We would issue one or more global securities to DTC or its nominee. DTC would keep a computerized record of its participants (for example, your broker) whose clients have purchased the securities. The participant would then keep a record of its clients who purchased the securities. A global security is not transferable, except that DTC, its nominees and their successors may transfer an entire global security to one another. 4 6 Under book-entry only, we would not issue certificates to individual holders of the securities. Beneficial interests in global securities will be shown on, and transfers of global securities will be made only through, records maintained by DTC and its participants. DTC has provided us with the following information. DTC is: - a limited-purpose trust company organized under the New York Banking Law; - a "banking organization" within the meaning of the New York Banking Law; - a member of the United States Federal Reserve System; - a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and - a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through computerized records for participants' accounts. This eliminates the need to exchange certificates. Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC's book-entry system is also used by other organizations such as securities brokers and dealers, banks and trust companies that work through a participant. The rules that apply to DTC and its participants are on file with the SEC. DTC is owned by a number of its participants and by the New York Stock Exchange, Inc., The American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. We will wire principal and interest payments to DTC's nominee. We and the Trustee will treat DTC's nominee as the owner of the global securities for all purposes. Accordingly, neither we, BellSouth nor the Trustee will have any direct responsibility or liability to pay amounts due on the securities, or to furnish any information, to owners of beneficial interests in the global securities. It is DTC's current practice, upon receipt of any payment of principal or interest, to credit participants' accounts on the payment date according to their respective holdings of beneficial interests in the global securities as shown on DTC's records as of the record date for such payment. In addition, it is DTC's current practice to assign any consenting or voting rights to participants, whose accounts are credited with securities on a record date, by using an omnibus proxy. Payments by participants to owners of beneficial interests in the global securities, and voting by participants, will be governed by the customary practices between the participants and owners of beneficial interest, as is the case with securities held for the account of customers registered in "street name." However, these payments will be the responsibility of the participants and not of DTC, the Trustee, BellSouth or us. Securities represented by a global security would be exchangeable for securities represented by certificates with the same terms in authorized denominations only if: - DTC notifies us that it is unwilling or unable to continue as depository or if DTC ceases to be a clearing agency registered under applicable law and we do not appoint a successor depository within 90 days; or - we instruct the Trustee that the global security is not exchangeable; or - an event of default has occurred and is continuing. LIEN ON ASSETS Neither the Indenture nor the Support Agreement restricts BellSouth or us from encumbering any of our respective assets. However, if we encumber any of our assets, we will likewise secure outstanding securities, and any other of our obligations, which may be entitled to the benefit of a similar covenant. 5 7 This covenant does not apply to purchase-money liens, to deposits or pledges under workers' compensation, unemployment insurance or other laws or to secure judicial or other statutory obligations. (Section 4.02) SUCCESSOR ENTITIES Neither we nor BellSouth may consolidate with or merge into, or transfer or lease our respective property and assets substantially as an entirety to, another entity unless the successor entity is a United States corporation and, in our case, it assumes all our obligations under the securities and the Indenture and, in the case of BellSouth, it assumes all the obligations of BellSouth under the Indenture and the Support Agreement. In that event, except in the case of a lease, all such obligations of us or BellSouth, as the case may be, shall terminate. (Sections 5.01 and 5.02) BellSouth or a subsidiary may obligate itself to pay the principal of and interest on all securities and to perform our Indenture covenants. In that event, BellSouth or the subsidiary would have the same rights and obligations as we would under the Indenture, and we would be released from the Indenture. (Section 5.03). EVENTS OF DEFAULT The following would be events of default under the Indenture regarding a series of securities: - default in the payment of interest on any security of such series for 90 days; - default in the payment of the principal of any security of such series; - failure by us or BellSouth for 90 days after notice to comply with any of our other Indenture or Support Agreement agreements regarding the securities of such series (other than covenants relating only to other series) and - certain events of bankruptcy or insolvency relating to us. A payment default regarding one series would not create a cross-default with regard to any other series of Indenture securities. (Section 6.01) If an event of default occurs and is continuing regarding the securities of any series, the Trustee or the holders of at least 25% in principal amount of all of the outstanding securities of that series may declare the principal (or, if the securities of that series are OID securities, such portion of the principal amount as may be specified in the terms of that series) of, and any accrued interest on, all the securities of that series to be due and payable. Securities of all other series would be unaffected. Upon declaration, such principal (or, in the case of OID securities, such specified amount) and interest would become due and payable immediately. (Section 6.02) Securityholders may not enforce the Indenture, the securities or the Support Agreement, except as provided in the Indenture and the Support Agreement. (Section 6.06) The Trustee may require indemnity before it enforces the Indenture, the securities or the Support Agreement. (Section 7.01(e)) Subject to certain limitations, holders of a majority in principal amount of the securities of each series affected may direct the Trustee in its exercise of any trust power regarding securities of that series. (Section 6.05) The Trustee may withhold from securityholders notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. (Section 7.05) AMENDMENT AND WAIVER Subject to certain exceptions, the Indenture and the securities may be amended or supplemented by agreement of us, BellSouth and the Trustee with the consent of the holders of a majority in principal amount of the outstanding securities of each affected series. Also, we may be excused from complying with an obligation with the consent of the holders of a majority in principal amount of outstanding securities of each affected series. However, without the consent of each securityholder affected, an amendment or waiver may not - reduce the amount of securities whose holders must consent to an amendment or waiver; 6 8 - reduce the rate of or change the time for payment of interest on any security; - reduce the principal of, or change the fixed maturity of, any security; - waive a default in the payment of principal of or interest on any security; - make any security payable in money other than that stated in the security; - impair the right to institute suit for the enforcement of any payment on or with respect to any securities; or - amend or terminate the Support Agreement to the detriment of the securityholders. (Section 9.02) We, BellSouth and the Trustee may agree to amend or supplement the Indenture without the consent of any securityholder - to cure any ambiguity, defect or inconsistency in the Indenture or in the securities of any series; - to secure the securities under the circumstances described under "Lien on Assets" on page 5; - to provide for the assumption of all the obligations of us or BellSouth, as the case may be, under the securities and the Indenture in connection with a merger, consolidation or transfer or lease of our or BellSouth's property and assets substantially as an entirety as provided for in the Indenture; - to provide for the assumption by BellSouth or a subsidiary of all our obligations under the securities and the Indenture; - to provide for the issuance of, and establish the form, terms and conditions of, a series of securities or to establish the form of any certifications required to be furnished pursuant to the terms of the Indenture or any series of securities; - to provide for uncertificated securities in addition to or in place of certificated securities; - to add to rights of securityholders or surrender any right or power conferred on us; or - to make any change that does not adversely affect the rights of any securityholder. (Section 9.01) PLAN OF DISTRIBUTION We may sell the securities directly to purchasers, through agents, through dealers, through underwriters or through a combination of those methods. The securities may be distributed from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. In connection with the sale of securities, underwriters or agents may receive discounts, concessions or commissions from us or from purchasers for whom they may act as agents. Underwriters may sell securities to or through dealers, and such dealers may receive discounts, concessions or commissions from the underwriters or from purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of securities may all have the status of underwriters under the Securities Act of 1933. The prospectus supplement will identify any underwriter or agent and describe any compensation paid by us. We may agree to indemnify underwriters and other persons against certain civil liabilities, including liabilities under the Securities Act of 1933. 7 9 LEGAL OPINIONS Mark D. Hallenbeck, Associate General Counsel of BellSouth and our General Counsel, is rendering an opinion regarding the legality of the securities. Mr. Hallenbeck may be deemed to beneficially own 22,760 shares of BellSouth Common Stock, including interests through various BellSouth employee benefit plans. On behalf of dealers, underwriters or agents, Davis Polk & Wardwell is rendering an opinion regarding certain legal matters in connection with the offering of the securities. INDEPENDENT ACCOUNTANTS PricewaterhouseCoopers LLP, independent accountants, has audited the consolidated financial statements included in BellSouth's Annual Report on Form 10-K for the year ended December 31, 1998. That 10-K is incorporated by reference in this prospectus, to the extent and for the periods indicated in PricewaterhouseCoopers LLP's report relating to such consolidated financial statements, which is also incorporated by reference. We have included BellSouth's consolidated financial statements in reliance upon the report of PricewaterhouseCoopers LLP given upon their authority as experts in auditing and accounting. 8 10 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Securities and Exchange Commission Filing Fee............... $ 826,420 Rating Agency Fees.......................................... 484,000* Initial Fees and Expenses of Trustee, Transfer Agent and Paying Agent.............................................. 20,000* Printing and Distribution of Registration Statement, Prospectus, Distribution Agreement, Indenture, Notes and Miscellaneous Material.................................... 70,000* Accountants' Fees and Expenses.............................. 20,000* Legal Fees and Expenses..................................... 50,000* Miscellaneous Expenses...................................... 29,580* ---------- Total............................................. $1,500,000* ==========
- --------------- * Estimated. ITEM 15. 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. II-1 11 BellSouth's Bylaws, and those of the Company, also provide that BellSouth and the Company, respectively, 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 or the Company, respectively,) by reason of service as a director or officer of BellSouth or the Company, respectively (or of another entity at BellSouth's or the Company'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. Any agents, dealers or underwriters, who execute any of the agreements filed as Exhibit 1 to this registration statement, will agree to indemnify BellSouth's and the Company's directors and their officers who signed the registration statement against certain liabilities which might arise under the Securities Act from information furnished to BellSouth and the Company by or on behalf of any such indemnifying party. II-2 12 ITEM 16. EXHIBITS
ITEM NO. DESCRIPTION - ----- ----------- 1* -- Form of Distribution Agreement for Medium-Term Notes, Series C (Exhibit 1 to Registration Statement No. 333-45607). 1-b -- Form of Underwriting Agreement. 4-a* -- Indenture dated as of August 1, 1992 among BellSouth Capital Funding Corporation, BellSouth Corporation and The Bank of New York, as successor to Wachovia Bank of Georgia, N.A. (Exhibit 4-a to Registration Statement No. 33-48929) 4-b* -- Global Form of BellSouth Capital Funding Corporation Fixed Rate Medium-Term Note, Series C (Exhibit 4-b to Registration Statement No. 333-45607). 4-c* -- Global Form of BellSouth Capital Funding Corporation Floating Rate Medium-Term Note, Series C (Exhibit 4-c to Registration Statement No. 333-45607). 4-d* -- Global Form of BellSouth Capital Funding Corporation Amortizing Medium-Term Note, Series C (Exhibit 4-d to Registration Statement No. 333-45607). 4-e* -- Support Agreement dated as of October 15, 1987 between BellSouth Capital Funding Corporation and BellSouth Corporation, as amended as of August 1, 1992. (Exhibit 4-e to Registration Statement No. 33-51449). 5 -- Opinion of Mark D. Hallenbeck, Associate General Counsel of BellSouth Corporation and General Counsel of BellSouth Capital Funding Corporation, as to the legality of the securities to be issued. 12 -- Computation of Ratio of Earnings to Fixed Charges. 23-a -- Consent of PricewaterhouseCoopers LLP, independent accountants. 23-b -- Consent of Mark D. Hallenbeck is contained in Exhibit 5. 24-a -- Powers of Attorney -- BellSouth Capital Funding Corporation 24-b -- Powers of Attorney -- BellSouth Corporation. 25 -- Statement of Eligibility of Trustee.
- --------------- * Exhibit incorporated by reference. ITEM 17. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (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 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 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. II-3 13 (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 registrant hereby undertakes 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 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 registrant pursuant to the provisions referred to in Item 15 or otherwise (other than the insurance policies referred to therein), the registrant has 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 registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted against the registrant by such director, officer or controlling person in connection with the securities being registered, the registrant 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. (d) The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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. II-4 14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta and State of Georgia, on the 26th day of April, 1999. BELLSOUTH CAPITAL FUNDING CORPORATION By /s/ W. PATRICK SHANNON ------------------------------------ W. Patrick Shannon, Controller Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. PRINCIPAL EXECUTIVE OFFICER: Mark E. Droege* President PRINCIPAL FINANCIAL OFFICER: Gary L. Walton* Vice President and Treasurer PRINCIPAL ACCOUNTING OFFICER: W. Patrick Shannon* Controller DIRECTORS: *By /s/ W. PATRICK SHANNON Ronald M. Dykes* --------------------------------------------------- Mark E. Droege* W. Patrick Shannon, as attorney-in-fact and on his own behalf as Principal Accounting Officer April 26, 1999
- --------------- * by power of attorney II-5 15 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta and State of Georgia, on the 26th day of April, 1999. BELLSOUTH CORPORATION By /s/ W. PATRICK SHANNON ------------------------------------ W. Patrick Shannon Vice President and Controller Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. PRINCIPAL EXECUTIVE OFFICER: F. Duane Ackerman* Chairman of the Board, President and Chief Executive Officer PRINCIPAL FINANCIAL OFFICER: Ronald M. Dykes* Executive Vice President and Chief Financial Officer PRINCIPAL ACCOUNTING OFFICER: W. Patrick Shannon* Vice President and Controller
DIRECTORS: F. Duane Ackerman* Reuben V. Anderson* James H. Blanchard* J. Hyatt Brown* Armando M. Codina Phyllis Burke Davis Kathleen F. Feldstein* *By /s/ W. PATRICK SHANNON John G. Medlin, Jr.* ---------------------------------------------------- Leo F. Mullin* W. Patrick Shannon, Robin B. Smith* as attorney-in-fact and C. Dixon Spangler, Jr.* on his own behalf as Principal Accounting Officer William S. Stavropoulos* J. Tylee Wilson* April 26, 1999
- --------------- * by power of attorney II-6 16 EXHIBIT INDEX
ITEM NO. DESCRIPTION PAGE - ------- ----------- ---- 1-b -- Underwriting Agreement...................................... 5 -- Opinion of Mark D. Hallenbeck Associate General Counsel of BellSouth Corporation and General Counsel of BellSouth Capital Funding Corporation, as to the legality of the Securities to be issued..................................... 12 -- Computation of Ratio of Earnings to Fixed Charges........... 23-a -- Consent of PricewaterhouseCoopers LLP, independent accountants................................................. 23-b -- Consent of Mark D. Hallenbeck is contained in Exhibit 5..... 24-a -- Powers of Attorney -- BellSouth Capital Funding Corporation................................................. 24-b -- Powers of Attorney -- BellSouth Corporation................. 25 -- Statement of Eligibility of Trustee.........................
EX-1.B 2 FORM OF UNDERWRITING AGREEMENT 1 EXHIBIT 1-B [FORM OF] $ BELLSOUTH CAPITAL FUNDING CORPORATION BELLSOUTH CORPORATION YEAR % , DUE , UNDERWRITING AGREEMENT [DATE] 2 UNDERWRITING AGREEMENT Date: BellSouth Capital Funding Corporation 1155 Peachtree St., N.E. Atlanta, GA 30309-3610 BellSouth Corporation 1155 Peachtree St., N.E. Atlanta, GA 30309-3610 Dear Sirs: We (the "Manager") understand that BellSouth Capital Funding Corporation, a Georgia corporation (the "Company"), proposes to issue and sell $ aggregate principal amount of [Title of Securities] (the "Offered Securities") which shall be entitled to the benefits of a Support Agreement dated October 15, 1987, as amended as of August 1, 1992, between the Company and BellSouth Corporation ("BellSouth"). The Offered Securities will be issued pursuant to an indenture dated as of August 1, 1992 among the Company, BellSouth and The Bank of New York (as successor to Wachovia Bank of Georgia, N.A.). Subject to the terms and conditions set forth herein or incorporated by reference herein, the Company hereby agrees to sell and the underwriter or underwriters named below (such underwriter or underwriters being herein called the "Underwriters") agree to purchase, severally and not jointly, the principal amounts of such Offered Securities set forth below opposite their names at % of their principal amount and accrued interest, if any, from , to the date of payment and delivery:
PRINCIPAL NAME AMOUNT - ---- --------- $
PRINCIPAL NAME AMOUNT - ---- --------- $ ------ Total......................... $ ======
[The aggregate principal amount of Offered Securities to be purchased by the several Underwriters may be reduced by the aggregate principal amount of Offered Securities sold pursuant to delayed delivery contracts.]* The Underwriters will pay for such Offered Securities (less any Offered Securities sold pursuant to delayed delivery contracts) [by wire transfer of immediately available funds] upon delivery thereof [through the book-entry facilities of The Depository Trust Company] [at the offices of ] at 10:00 A.M. (New York time) on [state date], or at such other time, not later than [state date] as shall be designated by the Manager. [Note: if any securities are to be sold pursuant to delayed delivery contracts, disclosure would need to be added to the prospectus supplement.] 3 The Offered Securities shall have the following terms: Maturity: Interest Rate: Redemption Provisions: Interest Payment Dates: Initial Public Offering Price: [other terms]: [The commission to be paid to the Underwriters in respect of Offered Securities purchased pursuant to delayed delivery contracts arranged by the Underwriters shall be % of the principal amount thereof].* All the provisions contained in the document entitled the BellSouth Capital Funding Corporation Underwriting Agreement Standard Provisions (Debt) dated May 1, 1999, a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Very truly yours, By: ------------------------------------ Acting severally on behalf of itself and the several Underwriters named above Accepted: BELLSOUTH CAPITAL FUNDING CORPORATION By: ---------------------------------- Title: BELLSOUTH CORPORATION By: ---------------------------------- Title: - --------------- * To be added only if delayed delivery contracts are contemplated. 2 4 BELLSOUTH CAPITAL FUNDING CORPORATION UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT) MAY 1, 1999 5 From time to time, BellSouth Capital Funding Corporation, a Georgia corporation (the "Company"), may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein referred to as this Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. I. The Company proposes to issue, from time to time, debt securities (the "Securities") which shall be entitled to the benefits of a Support Agreement (the "Support Agreement") between the Company and BellSouth Corporation ("BellSouth") dated as of October 15, 1987, as amended as of August 1, 1992, and will be issued pursuant to the provisions of an Indenture (the "Indenture") dated as of August 1, 1992 among the Company, BellSouth and The Bank of New York (as successor to Wachovia Bank of Georgia, N.A.), as Trustee. The Securities may have varying designations, maturities, rates and times of payment of interest, if any, selling prices, redemption terms, if any, and other specific terms. The Company and BellSouth have filed with the Securities and Exchange Commission (the "Commission") a registration statement including a prospectus relating to the Securities and will file with the Commission a prospectus supplement (the "Prospectus Supplement") specifically relating to a series of Securities issued pursuant to the Indenture (the "Offered Securities") pursuant to Rule 424 under the Securities Act of 1933 (the "Securities Act"). The term Registration Statement means the registration statement as amended to the date of the Underwriting Agreement. The term Basic Prospectus means the last dated prospectus included in the Registration Statement. The term Prospectus means the Basic Prospectus together with the Prospectus Supplement. The term Preliminary Prospectus means a preliminary prospectus supplement, if any, specifically relating to the Offered Securities, together with the Basic Prospectus. As used herein, the terms "Registration Statement", "Basic Prospectus", "Prospectus" and "Preliminary Prospectus" shall include in each case the material, if any, incorporated by reference therein. The term Underwriters' Securities means the Offered Securities to be purchased by the Underwriters herein. The term Contract Securities means the Offered Securities, if any, to be purchased pursuant to the delayed delivery contracts referred to below. II. If the Prospectus provides for sales of Offered Securities pursuant to delayed delivery contracts, the Company hereby authorizes the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth in the Prospectus pursuant to delayed delivery contracts substantially in the form of Schedule I attached hereto ("Delayed Delivery Contracts") but with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors approved by the Company and of the types set forth in the Prospectus. On the Closing Date (as hereinafter defined), the Company will pay the Manager as compensation, for the accounts of the Underwriters, the fee set forth in the Underwriting Agreement in respect of the principal amount of Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of the Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts with institutional investors, the Contract Securities shall be deducted from the Offered Securities to be purchased by the several Underwriters and the aggregate principal amount of Offered Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the principal amount of Offered Securities set forth opposite each Underwriter's name in the Underwriting Agreement, except to the extent that the Manager determines that such reduction shall be otherwise and so advises the Company. 2 6 III. The Company is advised by the Manager that the Underwriters propose to make a public offering of the Underwriters' Securities as soon after this Agreement is entered into as in the Manager's judgment is advisable. The terms of the public offering of the Underwriters' Securities are set forth in the Prospectus. IV. Payment for the Underwriters' Securities shall be made by certified or official bank check or checks payable to the order of the Company in New York Clearing House funds of by wire transfer of immediately available funds (as specified in the Underwriting Agreement) at the time and place set forth in the Underwriting Agreement, upon delivery to the Manager for the respective accounts of the several Underwriters of the Underwriters' Securities registered in such names and in such denominations as the Manager shall request in writing not less than two full business days prior to the date of the delivery (through the book-entry facilities of The Depository Trust Company, if specified in the Underwriting Agreement). The time and date of such payment and delivery of the Underwriters' Securities are herein referred to as the Closing Date. V. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission, and there shall have been no material adverse change and no development which, in the reasonable judgment of the Manager, involves a substantial likelihood of a prospective material adverse change in the condition of the Company or of BellSouth and its subsidiaries, taken as a whole, from that set forth in the Registration Statement and the Prospectus, and the Support Agreement shall remain a valid and enforceable agreement in accordance with its terms. (b) The Manager shall have received on the Closing Date an opinion (or opinions) of counsel for the Company and BellSouth, who may be an employee of BellSouth, dated the Closing Date, substantially to the effect set forth in Exhibit A. (c) The Manager shall have received on the Closing Date an opinion of Davis Polk & Wardwell, counsel for the Underwriters, dated the Closing Date, substantially to the effect set forth herein in Exhibit B. (d) The Manager shall have received on the Closing Date a letter, dated the Closing Date, in form and substance satisfactory to the Manager, from Coopers & Lybrand L.L.P., independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus. (e) The Manager shall have received on the Closing Date a certificate signed by the President, any Vice President or the Treasurer of the Company and BellSouth, to the effect that the signers of such certificate have examined the Registration Statement, the Prospectus and this Agreement and that: (i) the representations and warranties of the Company and BellSouth herein are true and correct in all material respects on and as of the Closing Date, and the Company and BellSouth have complied with all the agreements and satisfied all the conditions on their part to be performed or satisfied at or prior to the Closing Date; 3 7 (ii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or, to the Company's or BellSouth's knowledge, threatened by the Commission; and (iii) since the date of the most recent financial statements included or incorporated by reference in the Prospectus, there has been no material adverse change and no development which, in the reasonable judgment of the signer of such certificate, involves the substantial likelihood of a prospective material adverse change in the condition of BellSouth and its subsidiaries, taken as a whole, from that set forth in the Registration Statement and the Prospectus. VI. In further consideration of the agreements of the Underwriters contained in this Agreement, the Company and BellSouth covenant as follows: (a) To deliver to the Manager two copies of the Registration Statement as originally filed (including documents incorporated by reference therein) and of all amendments thereto up to the time of closing. Promptly upon the filing with the Commission of any amendment to the Registration Statement or of any supplement to or amendment of the Prospectus, the Company will deliver to the Representatives two copies thereof. The terms "supplement" and "amendment" or "amend", as used in this Agreement, shall include all documents subsequently filed by the Company pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") which are deemed to be incorporated by reference in the Prospectus from the date of filing such documents in accordance with Form S-3. (b) If, during such period after the first date of the public offering of the Offered Securities as in the reasonable opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or a condition shall exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with law, at the request of the Manager, forthwith to prepare and furnish, at their own expense, to the Underwriters and to the dealers (whose names and addresses the Manager shall furnish to the Company) to which Offered Securities may have been sold by the Manager on behalf of the Underwriters and to any other dealer upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus, as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law. If after the expiration of such period the Company is requested by the Manager to so do, it will prepare and furnish to the Underwriters, at the expense of the Underwriters and after a reasonable time for the preparation thereof, such quantity as may reasonably be required for the purposes contemplated by the Securities Act of an amended or supplemented prospectus (but not further amendments or supplements thereto) complying at the time of delivery with Section 10(a) of the Securities Act, for use in connection with the distribution of the Offered Securities; provided that if the Company has delivered such an amended or supplemented prospectus pursuant to such request it shall not be under any obligation to comply with any further such request. (c) To use their best efforts to qualify the Offered Securities for offer and sale under the applicable securities or Blue Sky laws of such jurisdictions as the Manager shall reasonably request and to pay all expenses (including fees and disbursements of counsel) in connection with such qualification and in connection with the determination of the eligibility of the Offered Securities for investment under the applicable laws of such jurisdictions as the Manager may designate; provided, however that the Company or BellSouth shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. 4 8 (d) To make generally available to the Company's security holders as soon as practicable an earnings statement of BellSouth covering a twelve-month period beginning after the date of the Underwriting Agreement, which shall satisfy the provisions of Section 11(a) of the Securities Act and the applicable rules and regulations thereunder. (e) Not, without the prior consent of the Representatives, to offer or to sell any of the Securities covered by the Registration Statement and having a maturity of more than one year between the commencement of an offering of Offered Securities and the related Closing Date. VII. (a) The Company and BellSouth represent and warrant to each Underwriter that (i) each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with such Act and the rules and regulations thereunder, (ii) each part of the Registration Statement (including the documents incorporated by reference therein), filed with the Commission pursuant to the Securities Act relating to the Offered Securities, when such part became effective, did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) each Preliminary Prospectus, if any, filed pursuant to Rule 424 under the Securities Act complied when so filed in all material respects with such Act and the applicable rules and regulations thereunder, (iv) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations thereunder and (v) the Registration Statement and the Prospectus at the date of the Prospectus Supplement do not contain and, as further amended or supplemented, if applicable, as of their respective dates, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except that the representations and warranties set forth in this paragraph (a) do not apply to statements or omissions in the Registration Statement, any Preliminary Prospectus or the Prospectus based upon information furnished to the Company or BellSouth in writing by any Underwriter expressly for use therein. (b) The Company and BellSouth have each complied with all applicable provisions of Section 1 of Laws of Florida, Chapter 92-198 relating to business transactions with Cuba. (c) The Company and BellSouth agree to indemnify and hold each Underwriter, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act of Section 20 of the Exchange Act, harmless from and against any and all losses, claims, damages and liabilities arising because (i) any Preliminary Prospectus, if used prior to the effectiveness of the Registration Statement relating to the Offered Securities, and if used as amended by all amendments thereto which have been furnished to the Manager or to such Underwriter, or (ii) the Registration Statement (or the Prospectus if used within the period set forth in paragraph (b) of Article VI hereof and if used as amended or supplemented by all amendments or supplements thereto which have been furnished to the Manager or to such Underwriter) contained or is alleged to have contained any untrue statement of a material fact or omitted or is alleged to have omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however that the Company and BellSouth will not be liable in any such case to the extent that any such losses, claims, damages or liabilities were caused by any such untrue statement or omission or alleged untrue statement or alleged omission made in reliance upon information furnished to the Company and BellSouth herein or otherwise in writing by or on behalf of any Underwriter specifically for use in connection with the preparation of any Preliminary Prospectus, the Registration Statement or the Prospectus or any amendment or supplement thereto, or were caused by any statement in or omission from the Statement of Eligibility and Qualification of the Trustee under the Indenture, provided that the indemnity agreement with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) on account of any losses, claims, damages or liabilities to any person if a copy of the Prospectus (as amended or supplemented by all amendments or supplements thereto which have been furnished to the Manager or to such Underwriter, but without documents incorporated by reference therein or exhibits) shall not have been sent, mailed or given to such person, if required by the Securities Act, at or prior to the written 5 9 confirmation of the sale of such Securities to such person, and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the Preliminary Prospectus which was corrected in the Prospectus (as amended or supplemented). (d) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, BellSouth, their respective directors or officers who sign the Registration Statement, and any person controlling the Company or BellSouth to the same extent as the foregoing indemnity from the Company and BellSouth to the Underwriters but only in reference to information relating to the Underwriters furnished or confirmed in writing by such Underwriter expressly for use in connection with the preparation of any Preliminary Prospectus, the Registration Statement, the Prospectus or any amendment or supplement thereto. (e) The Company, BellSouth and each Underwriter agree that upon the commencement of any action against it, the Company's or BellSouth's respective directors or officers who sign the Registration Statement, or any person controlling the Company, BellSouth or each Underwriter as aforesaid in respect of which indemnity may be sought on account of any indemnity agreement contained herein, it will promptly give written notice of the commencement thereof to the party or parties against whom indemnity shall be sought, but the omission so to notify such indemnifying party or parties of any such action shall not relieve such indemnifying party or parties from any liability which it or they may have to the indemnified party or parties otherwise than on account of such indemnity agreement. In case such notice of any such action shall be so given, such indemnifying party or parties shall be entitled to participate at its or their own expense in the defense of such action, or, if it or they so elect, to assume the defense of such action, and in the latter event such defense shall be conducted by counsel chosen by such indemnifying party or parties and satisfactory to the indemnified party or parties who shall be defendant or defendants in such action, and such defendant or defendants shall bear the fees and expense of any additional counsel retained by them; but if the indemnifying party or parties shall not elect to assume the defense of such action, such indemnifying party or parties will reimburse such indemnified party or parties for the reasonable fees and expenses of any counsel retained by them. In the event that the parties to any such action (including impleaded parties) include either the Company or BellSouth and one or more Underwriters and either (i) the indemnifying party or parties and indemnified party or parties mutually agree or (ii) representation of both the indemnifying party or parties and the indemnified party or parties by the same counsel is inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them, then the indemnifying party or parties shall not have the right to assume the defense of such action on behalf of such indemnified party or parties and will reimburse such indemnified party or parties for the reasonable fees and expenses of any counsel retained by them and satisfactory to the indemnifying party or parties, it being understood that the indemnifying party or parties shall not, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to local counsel) for all such indemnified parties, which firm shall be designated in writing by the Manager in the case of an action in which one or more Underwriters of controlling persons are indemnified parties and by the Company or BellSouth in the case of an action in which the Company, BellSouth or any of their respective directors, officers or controlling persons are indemnified parties. It is also understood that the fees and expenses referred to in the immediately preceding sentence shall be reimbursed as they are incurred. The indemnifying party or parties shall not be liable under this Agreement with respect to any settlement made by any indemnified party or parties without prior written consent by the indemnifying party or parties to such settlement but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such judgment or settlement. Any indemnifying party shall, prior to agreeing to any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, make their best effort to obtain the unconditional release of such indemnified party from all liability or claims rising out of the subject matter of such proceeding. 6 10 (f) If the indemnification provided for in subparagraph (c) and (d) of this Article VII is unavailable to an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect primarily the relative benefits received by the Company or BellSouth on the one hand and the Underwriters on the other from the offering of the Securities and also to reflect where appropriate the relative fault of the Company or BellSouth on the one hand and of the Underwriters on the other in connection with the statements or omissions or alleged statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and BellSouth on the one hand and by the Underwriters on the other in connection with the offering of the Securities shall be deemed to be in the same proportion as the total gross proceeds from the offering of such Securities (before deducting expenses) received by the Company bear to the total commissions received by the Underwriters. The relative fault of the Company, BellSouth and of the Underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, by BellSouth or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, BellSouth and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subparagraph (f) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subparagraph (f). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities referred to in this subparagraph (f) shall be deemed to include subject to the limitations set forth above in this Article VII, any legal or other expenses reasonably incurred by such indemnified party in connection with defending any such action or claim. Notwithstanding the provisions of this subparagraph (f), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has been required to pay, otherwise than pursuant to this Article VII, by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this subparagraph (f) are several in proportion to the respective principal amounts of Offered Securities purchased by each such Underwriter and not joint. The remedies provided in this Article VII are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. The indemnity and contribution agreements contained in this Article VII and the representations and warranties of the Company and BellSouth in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the Company, BellSouth, their respective directors or officers or any person controlling the Company or BellSouth and (iii) acceptance of and payment for any of the Offered Securities. VIII. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Offered Securities set forth opposite their names in the Underwriting Agreement bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; 7 11 provided, however, that in the event that the aggregate principal amount of Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such nondefaulting Underwriters do not purchase all the Offered Securities, this Agreement will terminate without liability to any nondefaulting Underwriter, the Company or BellSouth. In the event of a default by any Underwriter as set forth in this Article VIII, the Closing Date shall be postponed for such period, not exceeding seven days, as the Manager shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or BellSouth and any nondefaulting Underwriter for damages occasioned by its default hereunder. IX. This Agreement shall be subject to termination in the absolute discretion of the Manager, by notice given to the Company and BellSouth, if prior to the Closing Date (i) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, (ii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or other calamity or crisis the effect of which is to make it, in the judgment of the Manager, impracticable to market the Offered Securities. X. If this Agreement shall be terminated by the Underwriters or any of them, because of any failure or refusal on the part of the Company or BellSouth to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or BellSouth shall be unable to perform their respective obligations under this Agreement except pursuant to Article VIII hereof, the Company or BellSouth will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with the Offered Securities. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 8 12 SCHEDULE I DELAYED DELIVERY CONTRACT [NOTE: WOULD NEED TO BE DESCRIBED IN PROSPECTUS SUPPLEMENT] Dear Sirs: The undersigned hereby agrees to purchase from BellSouth Capital Funding Corporation, a Georgia corporation (the "Company"), and the Company agrees to sell to the undersigned. $ --------------- principal amount of the Company's [state title of issue] (the "Securities"), offered by the Company's Prospectus dated and Prospectus Supplement dated , , receipt of copies of which are hereby acknowledged, at a purchase price of % of the principal amount thereof plus accrued interest and on the further terms and conditions set forth in this contract. The undersigned does not contemplate selling Securities prior to making payment therefor. The undersigned will purchase from the Company Securities in the principal amounts and on the delivery dates set forth below:
DELIVERY PRINCIPAL PLUS ACCRUED DATE AMOUNT INTEREST FROM: -------- --------- -------------- $ - ------------------------ ------------------------ ------------------------ $ - ------------------------ ------------------------ ------------------------ $ - ------------------------ ------------------------ ------------------------
Each such date on which Securities are to be purchased hereunder is hereinafter referred to as a "Delivery Date." Payment for the Securities which the undersigned has agreed to purchase on each Delivery Date shall be made to the Company or its order by [certified or official bank check in New York Clearing House funds] [immediately available funds] at the offices of at 10:00 A.M. (New York time) on the Delivery Date, upon delivery to the undersigned [through the facilities of The Depository Trust Company] of the Securities to be purchased by the undersigned on the Delivery Date, [in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date]. The obligation of the undersigned to take delivery of and make payment for the Securities on the Delivery Date shall be subject to the conditions that (1) the purchase of Securities to be made by the undersigned shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the Company shall have sold, and delivery shall have taken place to the underwriters (the "Underwriters") named in the Prospectus Supplement referred to above of, such part of the Securities as is to be sold to them. Promptly after completion of sale and delivery to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith. Failure to take delivery of and make payment for Securities by any purchaser under any other Delayed Delivery Contract shall not relieve the undersigned of its obligations under this contract. This contract will inure to the benefit of and be binding upon the parties thereto and their respective successors, but will not be assignable by either party hereto without the prior written consent of the other. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set 9 13 forth below. This will become a binding contract, as of the date first above written, between the Company and the undersigned when such counterpart is so mailed or delivered. This contract shall be governed by and construed in accordance with the laws of the State of New York. Yours very truly, -------------------------------------- (Purchaser) By: ------------------------------------ -------------------------------------- (Title) -------------------------------------- -------------------------------------- (Address) Accepted: BELLSOUTH CAPITAL FUNDING CORPORATION By: ---------------------------------- PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING The name and telephone and department of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed is as follows: (Please print).
TELEPHONE NO. NAME (INCLUDING AREA CODE) DEPARTMENT ---- --------------------- ---------- - ------------------------ ------------------------ ------------------------ - ------------------------ ------------------------ ------------------------ - ------------------------ ------------------------ ------------------------
10 14 EXHIBIT A The opinion of counsel to the Company and BellSouth to be delivered pursuant to Article V, paragraph (b) of the document dated May 1, 1999 and entitled BellSouth Capital Funding Corporation Underwriting Agreement Standard Provisions (Debt) shall be to the effect that: (i) each of the Company and BellSouth has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Georgia; (ii) the Underwriting Agreement has been duly authorized, executed and delivered by the Company and BellSouth; (iii) the Indenture has been duly authorized, executed and delivered by the Company and BellSouth and is a valid and binding agreement of the Company and of BellSouth enforceable against them in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws of general application, and except that the enforceability of the obligations of the Company and BellSouth is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding of equity or at law); the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended; (iv) the Support Agreement has been duly authorized, executed and delivered by the Company and BellSouth and is a valid and binding agreement of the Company and of BellSouth enforceable against them in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws of general application, and except that the enforceability of the obligations of the Company and BellSouth is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding of equity or at law); (v) the Offered Securities have been duly authorized and, when executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement or by the institutional investors, if any, pursuant to Delayed Delivery Contracts, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws of general application, and except that the enforceability of the obligations of the Company is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding of equity or at law); the Offered Securities will be entitled to the benefits of the Indenture; (vi) the performance of this Agreement will not contravene any provision of applicable federal law or the law of the State of Georgia or the articles of incorporation or by-laws of the Company or BellSouth or, to the knowledge of such counsel, any agreement or other instrument binding upon the Company or BellSouth, and no consent, approval or authorization of any governmental body is required for the performance of this Agreement, except that the offer and sale of the Offered Securities in certain jurisdictions may be subject to the Blue Sky or securities laws of such jurisdictions; (vii) the statements in the Prospectus under the captions "Description of Securities", "Description of [Offered Securities]", "Support Agreement", "Plan of Distribution" and "Underwriting", and the statements in BellSouth's Form 10-K Report under "Item 3 -- Legal Proceedings", insofar as such statements constitute summaries of the documents and matters referred to therein, fairly present the information called for with respect to such documents and matters; (viii) (1) each document filed pursuant to the Exchange Act (except as to financial statements or schedules included therein, and except as to the accuracy or validity of other numerical data included in the Registration Statement and the Prospectus, as to which such counsel need not express any conclusion) and incorporated by reference in the Prospectus complied when so filed as to form in all material respects with the Exchange Act and all applicable rules and regulations thereunder, and (2) the Registration Statement and the Prospectus (except as to financial statements or schedules 15 included therein, and except as to the accuracy or validity of other numerical data included in the Registration Statement and the Prospectus, as to which such counsel need not express any conclusion) comply as to form in all material respects with the Securities Act and the applicable rules and regulations thereunder, and (ix) nothing has come to the attention of such counsel to cause him to believe that (l) (except as to financial statements or schedules included therein, and except as to the accuracy or validity of other numerical data included in the Registration Statement and the Prospectus, as to which such counsel need not express any conclusion) each part of the Registration Statement (including the documents incorporated by reference therein) filed with the Commission pursuant to the Securities Act, when such part became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or (2) (except as to financial statements or schedules included therein, and except as to the accuracy or validity of other numerical data included in the Registration Statement and the Prospectus, as to which such counsel need not express any conclusion) the Registration Statement and the Prospectus, as of the date of this opinion, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. With respect to the matters set forth in (ix) above, such counsel may state that the opinion is based upon his participation in the preparation of the Registration Statement and the Prospectus and upon review and discussion of the contents thereof, but, except for the statements in the Prospectus referred to in (vii) above and in "Item 3 -- Legal Proceedings" of BellSouth's latest annual report on Form 10-K incorporated by reference into the Prospectus, is without independent check or verification except as specified. Insofar as the above opinions relate to matters governed by the laws of the State of New York, the opinion of said counsel may rely on opinion of counsel satisfactory to such counsel. 2 16 EXHIBIT B The opinion of Davis Polk & Wardwell, counsel for the Underwriters, to be delivered pursuant to Article V, paragraph (c) of the document dated May 1, 1999 and entitled BellSouth Capital Funding Corporation Underwriting Agreement Standard Provisions (Debt) shall be to the effect that: (i) the Indenture has been duly authorized, executed and delivered by the Company and BellSouth and is a valid and binding agreement of the Company and of BellSouth enforceable against them in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws of general application, and except that the enforceability of the obligations of the Company and BellSouth is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding of equity or at law); the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended; (ii) the Offered Securities have been duly authorized and, when executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement or by the institutional investors, if any, pursuant to Delayed Delivery Contracts, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws of general application, and except that the enforceability of the obligations of the Company is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding of equity or at law); the Offered Securities will be entitled to the benefits of the Indenture; (iii) the Underwriting Agreement has been duly authorized, executed and delivered by the Company and BellSouth and is a valid and binding agreement of the Company and BellSouth, except as rights to indemnity and contribution thereunder may be limited under applicable law; (iv) the statements in the Prospectus under the captions "Description of Securities", "Description of [Offered Securities]", "Plan of Distribution" and "Underwriting", insofar as such statements constitute summaries of the documents referred to therein, fairly present the information called for with respect to such documents; (v) the Registration Statement and the Prospectus, (except as to financial statements or schedules included therein, and except as to the accuracy or validity of other numerical data included in the Registration Statement and the Prospectus, as to which such counsel need not express any conclusion) comply as to form in all material respects with the Securities Act and the applicable rules and regulations thereunder; and (vi) nothing has come to the attention of such counsel to cause such counsel to believe that (1) (except as to financial statements or schedules included therein, and except as to the accuracy or validity or other numerical data included in the Registration Statement and the Prospectus, as to which such counsel need not express any conclusion) any part of the Registration Statement (including the documents incorporated by reference therein) filed with the Commission pursuant to the Securities Act, when such part became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or (2) (except as to financial statements or schedules included therein, and except as to the accuracy or validity of other numerical data included in the Registration Statement and the Prospectus, as to which such counsel need not express any conclusion) the Registration Statement and the Prospectus, as of the date of this opinion, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. With respect to the matters set forth in (v) and (vi) above, such counsel may state that the opinion is based upon such counsel's participation in the preparation of the Registration Statement and the Prospectus and upon review and discussion of the contents thereof, but, except for the statements in the Prospectus referred to in (iv) above, is without independent check or verification except as specified. 17 Insofar as the above opinions relate to matters governed by the laws of the State of Georgia, the opinion of said counsel may rely on opinion of counsel satisfactory to such counsel. 2 EX-5 3 OPINION OF MARK D. HALLENBECK 1 EXHIBIT 5 April 26, 1999 BellSouth Capital Funding Corporation 1155 Peachtree Street, N.E. Atlanta, Georgia 30309-3610 BellSouth Corporation 1155 Peachtree Street, N.E. Atlanta, Georgia 30309-3610 Dear Sirs: I am Associate General Counsel of BellSouth Corporation, a Georgia corporation ("BellSouth"), and Vice President and General Counsel of BellSouth Capital Funding Corporation, a Georgia corporation (the "Company"), and in such latter capacity, I have acted as counsel to the Company in connection with the Registration Statement which BellSouth Capital Funding Corporation (the "Company") and BellSouth Corporation ("BellSouth") propose to file on or about the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended, related to $2,972,735,000 of debt securities (the "Securities") to be issued by the Company and which are entitled to the benefits (the "Obligations") of a Support Agreement dated October 15, 1987, as amended as of August 1, 1992 (the "Support Agreement"), between BellSouth and the Company. The Securities will be issued under an indenture (the "Indenture") dated as of August 1, 1992, among the Company, BellSouth and The Bank of New York, as successor to Wachovia Bank of Georgia, N.A. I, or attorneys under my supervision, have examined originals, or copies of originals certified to my satisfaction, of such agreements, documents, certificates and other statements of government officials and corporate officers and representatives and have reviewed and discussed other papers and matters of fact and law as we have deemed relevant and necessary and on which I have relied as a basis for the following opinions. 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. In this regard, I am of the opinion that: 1. The Company and BellSouth are validly organized and existing corporations under the laws of the State of Georgia. 2. The execution and delivery of the Indenture and issuance of the Securities and the Obligations have been duly authorized by appropriate corporate action. 3. The execution and delivery of the Support Agreement has been duly authorized by appropriate corporate action. 4. The Indenture is a valid and binding agreement of the Company and BellSouth in accordance with its terms; the Securities, when duly executed and authenticated in accordance with the terms of the Indenture and delivered pursuant to an underwriting, distribution or like agreement, will be legal, valid and binding obligations of the Company in accordance with their terms; and the Support Agreement is a valid and binding agreement of the Company and BellSouth in accordance with its terms. I hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the filing of the Registration Statement referred to above. I also consent to the making of the statement with respect to me in the related prospectus under the heading "Legal Opinions." Very truly yours, /s/ MARK D. HALLENBECK -------------------------------------- EX-12 4 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 1 EXHIBIT 12 BELLSOUTH CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES MILLIONS OF DOLLARS
THREE MONTHS ENDED MARCH 31, FOR THE YEAR ENDED DECEMBER 31, --------------- ------------------------------------------ 1999 1998 1998 1997 1996 1995 1994 ------ ------ ------ ------ ------ ------ ------ 1. Earnings (a) Income from continuing operations before deductions for taxes and interest........ $1,400 $1,637 $6,588 $6,182 $5,329 $3,312 $4,069 (b) Portion of rental expense representative of interest factor........................ 22 22 81 91 90 84 100 (c) Equity in losses from less-than-50% owned investments (accounted for under the equity method of accounting)................... 328 16 96 78 68 163 79 (d) Excess of earnings over distributions of less-than-50%-owned investments (accounted for under the equity method of accounting)................... (25) (12) (46) (85) (53) (45) (53) ------ ------ ------ ------ ------ ------ ------ Total......................... $1,725 $1,663 $6,719 $6,266 $5,434 $3,514 $4,195 ====== ====== ====== ====== ====== ====== ====== 2. Fixed Charges (a) Interest...................... $ 233 $ 199 $ 867 $ 783 $ 739 $ 745 $ 686 (b) Portion of rental expense representative of interest factor........................ 22 22 81 91 90 84 100 ------ ------ ------ ------ ------ ------ ------ Total......................... $ 255 $ 221 $ 948 $ 874 $ 829 $ 829 $ 786 ====== ====== ====== ====== ====== ====== ====== Ratio (1 divided by 2)............. 6.76 7.52 7.09 7.17 6.55 4.24 5.34 ====== ====== ====== ====== ====== ====== ======
EX-23.A 5 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23-a CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement of BellSouth Capital Funding Corporation and BellSouth Corporation on Form S-3 of our report dated February 3, 1999 relating to the consolidated financial statements, which appears in BellSouth Corporation's Annual Report on Form 10-K for the year ended December 31, 1998. We also consent to the reference to us under the heading "Independent Accountants" in such Registration Statement. /s/ PRICEWATERHOUSECOOPERS LLP -------------------------------------- Atlanta, Georgia April 26, 1999 EX-24.A 6 POWERS OF ATTORNEY/BELLSOUTH CAPITAL FUNDING CORP 1 EXHIBIT 24-A BELLSOUTH CAPITAL FUNDING CORPORATION POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the "Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register, respectively, $2,972,735,000 of debt securities of the Company and obligations of BellSouth with respect thereto in the nature of a guaranty thereof. NOW THEREFORE, each of the undersigned hereby constitutes and appoints Mark E. Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities of BellSouth to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or amendments or supplements thereto, 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/ MARK E. DROEGE April 26, 1999 - ----------------------------------------------------- ----------------------------------------------------- Mark E. Droege Date President, Director (Principal Executive Officer) /s/ GARY L. WALTON April 26, 1999 - ----------------------------------------------------- ----------------------------------------------------- Gary L. Walton Date Vice President and Treasurer (Principal Financial Officer) /s/ W. PATRICK SHANNON April 26, 1999 - ----------------------------------------------------- ----------------------------------------------------- W. Patrick Shannon Date Controller (Principal Accounting Officer)
2 BELLSOUTH CAPITAL FUNDING CORPORATION POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the "Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register, respectively, $2,972,735,000 of debt securities of the Company and obligations of BellSouth with respect thereto in the nature of a guaranty thereof. NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E. Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities of BellSouth to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or amendments or supplements thereto, 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/ RONALD M. DYKES April 26, 1999 - ----------------------------------------------------- ----------------------------------------------------- Ronald M. Dykes Date Director
EX-24.B 7 POWERS OF ATTORNEY / BELLSOUTH CORPORATION 1 EXHIBIT 24-B POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the "Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register, respectively, $2,972,735,000 of debt securities of the Company and obligations of BellSouth with respect thereto in the nature of a guaranty thereof. NOW THEREFORE, each of the undersigned hereby constitutes and appoints Mark E. Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities of BellSouth to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or amendments or supplements thereto, 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. DUANE ACKERMAN April 26, 1999 - ----------------------------------------------------- ----------------------------------------------------- F. Duane Ackerman Date President and Chief Executive Officer Director (Principal Executive Officer) /s/ RONALD M. DYKES April 26, 1999 - ----------------------------------------------------- ----------------------------------------------------- Ronald M. Dykes Date Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/ W. PATRICK SHANNON April 26, 1999 - ----------------------------------------------------- ----------------------------------------------------- W. Patrick Shannon Date Vice President and Controller (Principal Accounting Officer)
2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the "Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register, respectively, $2,972,735,000 of debt securities of the Company and obligations of BellSouth with respect thereto in the nature of a guaranty thereof. NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E. Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities of BellSouth to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or amendments or supplements thereto, 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 April 26, 1999 - ----------------------------------------------------- ----------------------------------------------------- Reuben V. Anderson Date Director
3 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the "Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register, respectively, $2,972,735,000 of debt securities of the Company and obligations of BellSouth with respect thereto in the nature of a guaranty thereof. NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E. Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities of BellSouth to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or amendments or supplements thereto, 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 April 26, 1999 - ----------------------------------------------------- ----------------------------------------------------- James H. Blanchard Date Director
4 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the "Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register, respectively, $2,972,735,000 of debt securities of the Company and obligations of BellSouth with respect thereto in the nature of a guaranty thereof. NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E. Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities of BellSouth to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or amendments or supplements thereto, 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 April 26, 1999 - ----------------------------------------------------- ----------------------------------------------------- J. Hyatt Brown Date Director
5 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the "Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register, respectively, $2,972,735,000 of debt securities of the Company and obligations of BellSouth with respect thereto in the nature of a guaranty thereof. NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E. Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys for her in her name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities of BellSouth to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or amendments or supplements thereto, 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/ KATHLEEN F. FELDSTEIN April 26, 1999 - ----------------------------------------------------- ----------------------------------------------------- Kathleen F. Feldstein Date Director
6 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the "Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register, respectively, $2,972,735,000 of debt securities of the Company and obligations of BellSouth with respect thereto in the nature of a guaranty thereof. NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E. Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities of BellSouth to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or amendments or supplements thereto, 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. April 26, 1999 - ----------------------------------------------------- ----------------------------------------------------- John G. Medlin, Jr. Date Director
7 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the "Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register, respectively, $2,972,735,000 of debt securities of the Company and obligations of BellSouth with respect thereto in the nature of a guaranty thereof. NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E. Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities of BellSouth to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or amendments or supplements thereto, 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 April 26, 1999 - ----------------------------------------------------- ----------------------------------------------------- Leo F. Mullin Date Director
8 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the "Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register, respectively, $2,972,735,000 of debt securities of the Company and obligations of BellSouth with respect thereto in the nature of a guaranty thereof. NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E. Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys for her in her name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities of BellSouth to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or amendments or supplements thereto, 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 April 26, 1999 - ----------------------------------------------------- ----------------------------------------------------- Robin B. Smith Date Director
9 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the "Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register, respectively, $2,972,735,000 of debt securities of the Company and obligations of BellSouth with respect thereto in the nature of a guaranty thereof. NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E. Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities of BellSouth to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or amendments or supplements thereto, 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/ C. DIXON SPANGLER, JR. April 26, 1999 - ----------------------------------------------------- ----------------------------------------------------- C. Dixon Spangler, Jr. Date Director
10 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the "Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register, respectively, $2,972,735,000 of debt securities of the Company and obligations of BellSouth with respect thereto in the nature of a guaranty thereof. NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E. Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities of BellSouth to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or amendments or supplements thereto, 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 April 26, 1999 - ----------------------------------------------------- ----------------------------------------------------- William S. Stavropoulos Date Director
11 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, BELLSOUTH CAPITAL FUNDING CORPORATION, a Georgia corporation (the "Company"), and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"), propose to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement (the "Registration Statement") to register, respectively, $2,972,735,000 of debt securities of the Company and obligations of BellSouth with respect thereto in the nature of a guaranty thereof. NOW THEREFORE, the undersigned hereby constitutes and appoints Mark E. Droege, Gary L. Walton and W. Patrick Shannon, and each of them, as attorneys for him in his name, place and stead to execute and file the Registration Statement, including the related prospectus, with respect to the securities of BellSouth to be offered and sold under the Registration Statement therein described and thereafter to execute and file an amended registration statement or amendments or supplements thereto, 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. TYLEE WILSON April 26, 1999 - ----------------------------------------------------- ----------------------------------------------------- J. Tylee Wilson Date Director
EX-25 8 STATEMENT OF ELIGIBILITY OF TRUSTEE 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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)[ ] ------------------------------ THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) NEW YORK 13-5160382 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) ONE WALL STREET, NEW YORK, N.Y. 10286 (Address of principal executive offices) (Zip code)
------------------------------ 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 no.)
------------------------------ BELLSOUTH CAPITAL FUNDING CORPORATION (Exact name of obligor as specified in its charter) GEORGIA 58-1744323 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 1155 PEACHTREE STREET, N.E. 30309-3610 ATLANTA, GEORGIA (Zip code) (Address of principal executive offices)
------------------------------ DEBT SECURITIES (Title of the indenture securities) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 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.
NAME ADDRESS - ---- ------- Superintendent of Banks of the State of New York....................................... 2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203 Federal Reserve Bank of New York............. 33 Liberty Plaza, New York, N.Y. 10045 Federal Deposit Insurance Corporation........ Washington, D.C. 20429 New York Clearing House Association.......... New York, New York 10005
(b) Whether it is authorized to exercise corporate trust powers. Yes. 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. 16. List of Exhibits. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d). 1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. 2 3 SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 21st day of April, 1999. THE BANK OF NEW YORK By: /s/ CHERYL L. LASER ------------------------------------ Name: Cheryl L. Laser Title: Assistant Vice President 3 4 CONSOLIDATED REPORT OF CONDITION OF THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 1998, published 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 balances due from depository institutions: Noninterest-bearing balances and currency and coin...... $ 3,951,273 Interest-bearing balances............................... 4,134,162 Securities: Held-to-maturity securities............................. 932,468 Available-for-sale securities........................... 4,279,246 Federal funds sold and Securities purchased under agreements to resell................................................. 3,161,626 Loans and lease financing receivables:
Loans and leases, net of unearned income...37,861,802 LESS: Allowance for loan and lease losses.....619,791 LESS: Allocated transfer risk reserve...........3,572 Loans and leases, net of unearned income, allowance, and reserve................................................ 37,238,439 Trading Assets.............................................. 1,551,556 Premises and fixed assets (including capitalized leases).... 684,181 Other real estate owned..................................... 10,404 Investments in unconsolidated subsidiaries and associated companies................................................. 196,032 Customers' liability to this bank on acceptances outstanding............................................... 895,160 Intangible assets........................................... 1,127,375 Other assets................................................ 1,915,742 ----------- Total assets................................................ $60,077,664 =========== LIABILITIES Deposits: In domestic offices......................................... $27,020,578
Noninterest-bearing........................11,271,304 Interest-bearing...........................15,749,274 In foreign offices, Edge and Agreement subsidiaries, and IBFs................................................... 17,197,743
Noninterest-bearing...........................103,007 Interest-bearing...........................17,094,736 Federal funds purchased and Securities sold under agreements to repurchase............................................. 1,761,170 Demand notes issued to the U.S. Treasury.................... 125,423 Trading liabilities......................................... 1,625,632 Other borrowed money: With remaining maturity of one year or less............. 1,903,700 With remaining maturity of more than one year through three years............................................ 0 With remaining maturity of more than three years........ 31,639 Bank's liability on acceptances executed and outstanding.... 900,390 Subordinated notes and debentures........................... 1,308,000 Other liabilities........................................... 2,708,852 ----------- Total liabilities........................................... 54,583,127 =========== EQUITY CAPITAL Common stock................................................ 1,135,284 Surplus..................................................... 764,443 Undivided profits and capital reserves...................... 3,542,168 Net unrealized holding gains (losses) on available-for-sale securities................................................ 82,367 Cumulative foreign currency translation adjustments......... (29,725) Total equity capital........................................ 5,494,537 ----------- Total liabilities and equity capital........................ $60,077,664 ===========
I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Thomas J. Mastro We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. Directors Thomas A. Reyni Gerald L. Hassell Alan R. Griffith 4 -----END PRIVACY-ENHANCED MESSAGE-----