SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
BELLSOUTH CORPORATION
(Exact name of registrant as specified in its charter)
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| Georgia
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58-1533433 |
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| (State of incorporation or organization)
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(I.R.S. Employer |
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Identification No.) |
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| Room 15G03, 1155 Peachtree Street, N.E., Atlanta, Georgia
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30309-3610 |
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| (Address of principal executive offices)
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which |
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each class is to be registered |
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Preferred Stock Purchase Rights |
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New York Stock Exchange |
If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the
Exchange Act and is effective upon filing pursuant to General Instruction A.(c), please check the
following box.þ
If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to General Instruction A.(d), please check the following
box. o
Securities Act registration statement file number to which this form relates: (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Registrant’s Securities to be Registered.
On March 8, 2006, the Company amended the Rights Agreement dated November 22, 1999 between the
Company and Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder Services, LLC), as Rights
Agent, as amended on March 2, 2005 (as amended, the “Rights Agreement”). The purpose of the
amendment (“Amendment”) was to provide that the Rights will expire immediately prior to the
effective time of the merger contemplated by the Agreement and Plan of Merger, dated as of March 4,
2006, among the Company, AT&T Inc., a Delaware corporation, and ABC Consolidation Corp., a Georgia
corporation and wholly-owned subsidiary of AT&T Inc.
The foregoing description of the Amendment does not purport to be complete and is qualified in its
entirety by reference to the attached copy of the Amendment.
The Form 8-A that was filed with the Securities and Exchange Commission on November 23, 1999 and
amended by the Amendment to the Form 8-A that was filed with the Securities and Exchange Commission
on March 2, 2005 is amended by deleting the second sentence in the sixth paragraph of Item 1, and
replacing it with the following: “The Rights will expire at the earlier of (i) the close of
business on December 11, 2009 and (ii) immediately prior to the effective time of the merger
contemplated by the Agreement and Plan of Merger, dated as of March 4, 2006, among the Company,
AT&T Inc., a Delaware corporation, and ABC Consolidation Corp., a Georgia corporation and
wholly-owned subsidiary of AT&T Inc., unless earlier redeemed or exchanged by the Company as
described below.”
Item 2. Exhibits.
Exhibit No.
4b. Amendment No. 2 to BellSouth Corporation Rights Agreement, dated as of March 8, 2006.