As filed with the Securities and Exchange Commission on April 30, 2004
Registration No. 333-105709
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BELLSOUTH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
A Georgia Corporation I.R.S. Employer No. 58-1533433
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
1155 Peachtree St., N.E.
Atlanta, Georgia 30309-3610
Telephone Number (404) 249-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
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BellSouth Corporation
Employee Stock Investment Plan
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Agent for Service
Stacey K. Geer
BellSouth Corporation
1155 Peachtree St., N.E., Suite 1800
Atlanta, Georgia 30309-3610
Telephone Number 404-249-4445
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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EXPLANATORY NOTE
The Registrant hereby deregisters 1,377,700 shares of common stock
covered by this Registration Statement (File No. 333-105709), which were not
issued by the Registrant pursuant to the Registration Statement and related
prospectus. The shares were originally registered in connection with the
Employee Stock Investment Plan. On November 25, 2003, the Registrant took action
to terminate the Plan effective December 31, 2003. Purchases of shares pursuant
to the Plan ceased as of January 30, 2004.
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-8 and has duly authorized, in the City
of Atlanta and State of Georgia, on the 30th day of April, 2004.
BELLSOUTH CORPORATION
BY: /s/ W. Patrick Shannon
W. Patrick Shannon
Vice President - Finance
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* Chief Financial Officer
Principal Accounting Officer:
W. Patrick Shannon* Vice President - Finance
Directors:
F. Duane Ackerman*
Reuben V. Anderson*
James H. Blanchard*
J. Hyatt Brown
Armando M. Codina*
Kathleen F. Feldstein*
James P. Kelly*
Leo F. Mullin * *By: /s/ W. Patrick Shannon
Robin B. Smith* W. Patrick Shannon,
William S. Stavropoulos* individually and as attorney-in-fact
April 30, 2004