UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 29, 2005
BELLSOUTH CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
GEORGIA
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(State or Other Jurisdiction of Incorporation)
1-8607 58-1533433
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(Commission File Number) (IRS Employer Identification No.)
Room 15G03, 1155 Peachtree Street, N. E., Atlanta, Georgia 30309-3610
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(Address of Principal Executive Offices) (Zip Code)
(404) 249-2000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
|_| 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 a Material Definitive Agreement
On April 29, 2005, BellSouth Corporation entered into a Credit
Agreement (the "Agreement") with JPMorgan Chase Bank, N.A., as Administrative
Agent, and the lenders party thereto. The Agreement provides for commitments in
the aggregate principal amount of $3 billion and it matures on April 29, 2008.
The Agreement acts as a backup facility for the Company's $10.5 billion
commercial paper program.
Except as described in this paragraph, the Agreement contains no
financial covenants or requirements for compensating balances. Further, the
Agreement does not contain any provisions that are tied to the ratings assigned
to us or our affiliates. The Agreement provides that the debt of the Company and
its consolidated subsidiaries is not permitted to exceed 300% of consolidated
earnings before interest, taxes, depreciation and amortization and extraordinary
gains and losses on a rolling four-quarter basis.
The Agreement prohibits the Company and its significant subsidiaries
from permitting liens to be placed on their properties or assets except in
specified circumstances. If BellSouth or any of its subsidiaries defaults on any
outstanding debt in excess of $200 million, and such default results in the
acceleration of such debt, then this will cause an event of default to occur
under the Agreement.
A copy of the Agreement is attached as Exhibit 10ccc to this Current
Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information provide in Item 1.01 of this Current Report on Form 8-K
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10ccc Credit Agreement dated as of April 29, 2005 among BellSouth
Corporation, the Lenders Party Thereto and JPMorgan Securities, Inc.,
As Administrative Agent
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BELLSOUTH CORPORATION
By: /s/ Pat Shannon
Pat Shannon
Senior Vice President - Finance and Controller
May 2, 2005