UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12
BELLSOUTH CORPORATION
(Name of Registrant as Specified in its Charter)
_______________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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AT & T, BELLSOUTH TO MERGE
COMBINATION WILL SPEED INNOVATION, COMPETITION AND CONVERGENCE
o AT&T Inc. and BellSouth Corporation announced March 5, 2006, an agreement
to merge the two companies
o the merger will create a more effective and efficient provider in the
wireless, broadband, video, voice and data markets
o the merger will streamline the ownership and operations of Cingular
Wireless, which is jointly owned by AT&T and BellSouth
o customers will benefit from combination of Cingular, BellSouth and AT&T
networks into a single, fully integrated wireless and wireline Internet
Protocol network offering a full range of advanced solutions
o combined company will be better able to speed the convergence of new and
improved services for consumers and businesses, and embrace the industry's
shift to Internet Protocol network-based technologies
CUSTOMER BENEFITS
o faster and more economical deployment of next-generation IP television
networks and similar services
o business customers stand to benefit from the expertise and innovation of
AT&T Labs, as well as the combination of AT&T's networks/advanced services
with BellSouth's local exchange and broadband distribution platforms and
expertise
o the combined company will have greater financial, technical, research and
development, network and marketing resources to better serve consumers and
large-business customers
o merger will accelerate the introduction of new and improved product and
service sets for those customers
o merger would also give business and government customers, including
military and national security agencies, a reliable U.S.-based provider of
integrated, secure, high-quality and competitively priced services to meet
their needs anywhere in the world
o the transaction will not diminish competition - AT&T and BellSouth, for
the most part, do not compete against each other. In the few markets where
they do compete, there are many other competitors (including CLECs, cable
companies, and wireless providers) that will ensure a vigorously
competitive marketplace.
TERMS AND CONDITIONS
o under terms of the agreement, approved by the boards of directors of both
companies, shareholders of BellSouth will receive 1.325 shares of AT&T
common stock for each common share of BellSouth
o the merger, which is subject to approval by shareholders of both
companies, as well as regulatory authorities and to other customary
closing conditions, is expected to close within approximately 12 months
MAKING THE MOST OF WIRELESS
o one of the most immediate benefits of the transaction will be to
streamline and enhance management and operations at Cingular
o simplifying the ownership structure will lead to more efficient marketing
and service provisioning, which will come under a single AT&T brand,
generating further financial synergies and customer benefits
o merger will also allow for closer integration of the company's wireless,
wireline, and IP products and services over a single global IP network
FINANCIAL EXPECTATIONS
o AT&T and BellSouth expect the proposed transaction to yield substantial
benefits for stockholders of both companies
o merger combines three companies that currently operate separately and
independently: AT&T, BellSouth and Cingular Wireless
o AT&T and BellSouth estimate that synergies from the combination will ramp
quickly to reach an annual run rate exceeding $2 billion in the
second year after closing, and estimate the net present value of expected
synergies at nearly $18 billion
o a substantial portion of synergies are expected to come from reduced costs
in the operations of unregulated and interstate services, and corporate
staff
o currently, the three companies support three distinct brands with three
separate advertising campaigns; following the merger, they expect to move
to a single brand: AT&T
NEW COMPANY LEADERSHIP
o Ed Whitacre will serve as chairman, CEO and a member of the board of
directors of the combined company; F. Duane Ackerman will serve as
chairman and CEO of BellSouth operations for a transition period following
the merger; additionally, three members of BellSouth's board of directors
will join the AT&T board
o The corporate headquarters for the combined company will remain in San
Antonio; Cingular's headquarters will remain in Atlanta, as will the
combined company's Southeast regional telephone company headquarters
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We have included or incorporated by reference in this document forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements are subject to risks and uncertainties, and actual
results might differ materially from these statements. Such statements include,
but are not limited to, statements about the benefits of the merger, including
future financial and operating results, the combined company's plans,
objectives, expectations and intentions, and other statements that are not
historical facts. Such statements are based upon the current beliefs and
expectations of the management of AT&T Inc. and BellSouth Corporation and are
subject to significant risks and uncertainties and outside of our control.
The following factors, among others, could cause actual results to differ from
those described in the forward-looking statements in this document: the ability
to obtain governmental approvals of the merger on the proposed terms and
schedule; the failure of AT&T shareholders to approve the issuance of AT&T
common shares or the failure of BellSouth shareholders to approve the merger;
the risk that the businesses of AT&T and
BellSouth will not be integrated successfully or as quickly as expected; the
risk that the cost savings and any other synergies from the merger, including
any savings and other synergies relating to the resulting sole ownership of
Cingular Wireless LLC may not be fully realized or may take longer to realize
than expected; disruption from the merger making it more difficult to maintain
relationships with customers, employees or suppliers; and competition and its
effect on pricing, spending, third-party relationships and revenues. Additional
factors that may affect future results are contained in AT&T's, BellSouth's,
and Cingular Wireless LLC's filings with the Securities and Exchange Commission
("SEC"), which are available at the SEC's Web site (http://www.sec.gov).
Neither AT&T nor BellSouth is under any obligation, and each expressly disclaim
any obligation, to update, alter or otherwise revise any forward-looking
statement, whether written or oral, that may be made from time to time, whether
as a result of new information, future events or otherwise.
NOTE: IN CONNECTION WITH THE PROPOSED MERGER, AT&T INTENDS TO FILE A
REGISTRATION STATEMENT ON FORM S-4, INCLUDING A JOINT PROXY STATEMENT OF AT&T
AND BELLSOUTH, AND AT&T AND BELLSOUTH WILL FILE OTHER MATERIALS WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC"). INVESTORS ARE URGED TO READ THE
REGISTRATION STATEMENT, INCLUDING THE JOINT PROXY STATEMENT (AND ALL AMENDMENTS
AND SUPPLEMENTS TO IT) AND OTHER MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain free copies
of the registration and joint proxy statement, when they becomes available, as
well as other filings containing information about AT&T and BellSouth, without
charge, at the SEC's Web site (www.sec.gov). Copies of AT&T's filings may also
be obtained for free from AT&T at AT&T's Web site (www.att.com) or by directing
a request to AT&T Inc. Stockholder Services, 175 E. Houston, San Antonio, Texas
78258. Copies of BellSouth's filings may be obtained without charge from
BellSouth at BellSouth's Web site (www.bellsouth.com) or by directing a request
to BellSouth at Investor Relations, 1155 Peachtree Street, Atlanta, Georgia
30309.
AT&T, BellSouth and their respective directors and executive officers and other
members of management and employees are potential participants in the
solicitation of proxies in respect of the proposed merger. Information regarding
AT&T's directors and executive officers is available in AT&T's 2005 Annual
Report on Form 10-K filed with the SEC on March 1, 2006 and AT&T's preliminary
proxy statement for its 2006 annual meeting of stockholders, filed with the SEC
on February 10, 2006, and information regarding BellSouth's directors and
executive officers is available in BellSouth's 2005Annual Report on Form 10-K
filed with the SEC on February 28, 2006 and BellSouth's proxy statement for its
2006 annual meeting of shareholders, filed with the SEC on March 3, 2006.
Additional information regarding the interests of such potential participants
will be included in the registration and joint proxy statement, and the other
relevant documents filed with the SEC when they become available.