UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 25, 2004
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BELLSOUTH CORPORATION
(Exact name of registrant as specified in its charter)
1-8607
(Commission File Number)
GEORGIA 58-1533433
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
1155 Peachtree Street, N.E., Room 15G03, Atlanta, Georgia 30309
(Address of principal executive offices and zip code)
(404) 249-2000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into Material Definitive Agreement
On October 25, 2004, BellSouth Corporation ("BellSouth"), SBC
Communications Inc. ("SBC"), Cingular Wireless LLC ("Cingular"), Cingular
Wireless Corporation ("Manager"), the sole manager of Cingular, and affiliates
of BellSouth, SBC, Cingular and Manager entered into an Investment and
Reorganization Agreement (the "Investment Agreement") pursuant to which
BellSouth and SBC, among other things, funded, by means of an equity
contribution, a significant portion of the consideration paid to the
stockholders of AT&T Wireless Services, Inc. ("AT&T Wireless") in connection
with the merger (the "Merger") of Links I Corporation ("Merger Sub"), a wholly
owned subsidiary of Manager, with and into AT&T Wireless pursuant to the
Agreement and Plan of Merger, dated as of February 17, 2004 (the "Merger
Agreement"), by and among AT&T Wireless, Manager, Cingular, Merger Sub, and
solely with respect to certain sections thereof, BellSouth and SBC. Any
remaining merger consideration paid to stockholders of AT&T Wireless pursuant to
the Merger Agreement was funded from AT&T Wireless' cash on hand. As a result of
the Merger, Manager became the owner of all of the capital stock of AT&T
Wireless.
Pursuant to the Investment Agreement, Cingular is required to issue new
membership interests in Cingular to BellSouth Mobile Data, Inc., an indirect
wholly-owned subsidiary of BellSouth, and SBC Long Distance, Inc., a
wholly-owned subsidiary of SBC in exchange for $14,409,751,596.00 and
$21,614,627,394.00, respectively. The number of Cingular limited liability
company units representing such interests have not yet been determined, however
following the issuance of such units the relative aggregate percentage ownership
in Cingular by BellSouth and its subsidiaries, on the one hand, and SBC and its
subsidiaries, on the other, will not be changed. The ownership interest of
BellSouth and SBC in Manager, their rights with respect to the management of
Manager and Manager's rights with respect to management of Cingular also will
not be changed as a result of the issuance of these membership interests in
Cingular.
The Investment Agreement also provided for certain post-merger
transactions effecting a reorganization of the assets of AT&T Wireless and
Cingular pursuant to which, among other things, Manager sold to Cingular all of
its interest in AT&T Wireless. Accordingly, AT&T Wireless is now a direct wholly
owned subsidiary of Cingular. In addition, and in connection with certain other
reorganization transactions, certain amendments were made to the outstanding
public indebtedness of Cingular and AT&T Wireless.
The foregoing summary of the Investment Agreement does not purport to
be complete and is subject to and qualified in its entirety by reference to the
text of such agreement. A copy of the Investment Agreement is attached hereto as
Exhibit 99.01 and is incorporated by reference into this Item 1.01. The
foregoing summary of the Merger Agreement does not purport to be complete and is
subject to and qualified in its entirety by reference to the text of the Merger
Agreement. A copy of the Merger Agreement is included as Exhibit 99.02 hereto
and is incorporated by reference into this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement
The Investment Agreement terminated in all respects the previous
investment agreement, dated as of February 17 2004, between BellSouth and SBC,
attached as Exhibit 10NN to BellSouth's Annual Report on Form 10-K for the year
ended December 31, 2003.
Item 2.01 Completion of Acquisition or Disposition of Assets
As described in Item 1.01, pursuant to the Investment Agreement,
Cingular is required to issue new membership interests to BellSouth Mobile Data,
Inc., an indirect wholly-owned subsidiary of BellSouth, and SBC Long Distance,
Inc., a wholly owned subsidiary of SBC, in a transaction not involving a public
offering. BellSouth Mobile Data, Inc. contributed additional equity of
$14,409,751,596.00 pursuant to
the Investment Agreement in exchange for such membership interests. The number
of Cingular limited liability company units representing such interests has not
yet been determined, however following the issuance of such limited liability
company units the relative aggregate percentage ownership in Cingular by
BellSouth and its subsidiaries, on the one hand, and SBC and its subsidiaries,
on the other, will not be changed.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant
BellSouth's authorized commercial paper program as of September 30,
2004 was $10.5 billion, with $1.2 billion outstanding. During October 2004, we
increased our outstanding commercial paper by $7.8 billion to $9 billion, and we
used the proceeds to fund a portion of Cingular's acquisition of AT&T Wireless.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.01 Investment and Reorganization Agreement, dated as of
October 25, 2004, by and among BellSouth Corporation, SBC
Communications Inc., Cingular Wireless Corporation, Cingular
Wireless LLC, Links I Corporation, Cingular Wireless II, Inc.,
BLS Cingular Holdings, LLC, SBC Alloy Holdings, Inc., BellSouth
Enterprises, Inc., BellSouth Mobile Systems, Inc., BellSouth
Mobile Data, Inc. and SBC Long Distance, Inc. (incorporated by
reference to Exhibit 99.01 of the Cingular Form 8-K filed on
October 28, 2004).
Exhibit 99.02 Agreement and Plan of Merger, dated as of February 17, 2004, by
and among AT&T Wireless, Cingular Wireless Corporation,
Cingular Wireless LLC, Links I Corporation, and solely with
respect to certain sections thereof, SBC Communications Inc.
and BellSouth Corporation (incorporated by reference to
Exhibit 99-a to the BellSouth Form 8-K/A filed on
February 18, 2004).
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BELLSOUTH CORPORATION
By: /s/ W. Patrick Shannon
W. Patrick Shannon
Vice President - Finance
October 28, 2004
EXHIBIT INDEX
Exhibit 99.01 Investment and Reorganization Agreement, dated as of
October 25, 2004, by and among BellSouth Corporation, SBC
Communications Inc., Cingular Wireless Corporation, Cingular
Wireless LLC, Links I Corporation, Cingular Wireless II, Inc.,
BLS Cingular Holdings, LLC, SBC Alloy Holdings, Inc., BellSouth
Enterprises, Inc., BellSouth Mobile Systems, Inc., BellSouth
Mobile Data, Inc. and SBC Long Distance, Inc. (incorporated by
reference to Exhibit 99.01 of the Cingular Form 8-K filed on
October 28, 2004).
Exhibit 99.02 Agreement and Plan of Merger, dated as of February 17, 2004, by
and among AT&T Wireless, Cingular Wireless Corporation,
Cingular Wireless LLC, Links I Corporation, and solely with
respect to certain sections thereof, SBC Communications Inc.
and BellSouth Corporation (incorporated by reference to
Exhibit 99-a to the BellSouth Form 8-K/A filed on
February 18, 2004).