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): September 30, 2004
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 8.01 Other Events
BellSouth Corporation grants various awards to its directors and
executive officers under the BellSouth Corporation Stock and Incentive
Compensation Plan. Forms of terms and conditions and forms of award grant
agreements are attached hereto as exhibits and are hereby incorporated by
reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit No.
10-qq Non-Employee Director Non-Qualified Stock Option Terms and Conditions
10-rr 2004 Non-Qualified Stock Option Terms and Conditions
10-ss Form of BellSouth Corporation Stock and Incentive Compensation Plan
Restricted Stock Award Agreement
10-tt Form of BellSouth Corporation Stock and Incentive Compensation Plan
Restricted Stock Award Agreement (Non-Retirement Eligible, Change In
Control)
10-uu Form of BellSouth Corporation Stock and Incentive Compensation Plan
Restricted Stock Award Agreement (Retirement Eligible, No Change In
Control)
10-vv Form of BellSouth Corporation Stock and Incentive Compensation Plan
Restricted Stock Award Agreement (Non-Retirement Eligible)
10-ww Form of 2004 BellSouth Corporation Stock and Incentive Compensation
Plan Performance Shares Award Agreement
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/ W. Patrick Shannon
W. Patrick Shannon
Vice President - Finance
September 30, 2004