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): February 28, 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
Shareholder Rights Plan
On March 2, 2005, 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. The purpose of the amendment
("Amendment") was to increase the percentage amount of shares that may be
acquired by a shareholder without being an "Acquiring Person" pursuant to the
terms of the Rights Agreement.
The Rights Agreement provides that an "Acquiring Person", which is generally
defined as any shareholder who is the beneficial owner of 10% or more of the
Company's stock, will trigger the Rights issued under the Rights Agreement to
become exercisable. The amendment changes the definition of "Acquiring Person"
to raise the trigger level from 10% to 15% and makes other conforming changes in
the Rights Agreement.
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.
Capitalized terms used and not otherwise defined herein have the meanings
ascribed to them in the Rights Agreement and the Amendment.
Executive Compensation
At its meeting on February 28, 2005, the Executive Nominating and
Compensation Committee of the BellSouth Board of Directors (the "Compensation
Committee") took the actions described below.
2004 Short-Term Incentive Compensation
The Compensation Committee approved 2004 performance results in
connection with executive officers' short-term incentive compensation for 2004.
All 2004 short-term incentive compensation awards were made pursuant to the
BellSouth Corporation Officer Short Term Incentive Award Plan (the "STIA Plan"),
which has previously been filed with the Securities and Exchange Commission (the
"SEC"). The STIA Plan establishes a maximum amount for officers in each level
that can be awarded in any one year. The maximum is set as a percent of net
income. Within these maximums, the Compensation Committee then exercises its
discretion to determine the amount of individual awards to be paid. In
exercising this "negative" discretion, the Compensation Committee considers
financial and operating metrics against pre-established goals that the
Compensation Committee set at the beginning of the year, the Company's
performance relative to other large regional telecommunications companies, and
personal performance. The amount of such award for each named executive officer
is set forth in the table below.
Long-Term Incentive Compensation for 2005-2007 Performance Period
The Compensation Committee established, for executive officers,
performance objectives that are tied to internal performance metrics for the
long-term incentive compensation program
with respect to the three-year performance period 2005 through 2007. The
Compensation Committee had previously established, for executive officers,
performance objectives that are tied to the Company's total shareholder return
for the long-term incentive compensation program with respect to the three-year
performance period 2005 through 2007. All such objectives were established
under the BellSouth Corporation Stock and Incentive Compensation Plan (the
"Plan"), which has previously been filed with the SEC.
The Compensation Committee approved awards of restricted stock and
performance shares to each executive officer in accordance with the terms of the
Plan. Forms of the Restricted Share Award Agreements have previously been filed
with the SEC. Forms of the Award Agreements pursuant to which the performance
shares will be awarded are attached hereto.
Long-Term Incentive Compensation for 2004-2006 Performance Period
The Compensation Committee approved, for certain officers other than
the named executive officers, adjustments to the results of the performance
objectives applicable to performance shares based on internal performance
metrics with respect to the three-year performance period for 2004 through 2006.
Such adjustments were contemplated by the Compensation Committee at the time of
grant in 2004.
2005 Executive Compensation
The Compensation Committee approved 2005 compensation for the Company's
executive officers. The 2005 salary and 2004 short-term incentive award amounts
for the Company's named executive officers are set forth below:
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2004 Short-Term
Name and Principal Position 2005 Salary Award
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F. Duane Ackerman $1,365,000(1) $2,701,000
Chairman of the Board,
President and Chief
Executive Officer
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Ronald M. Dykes $ 692,700 $1,200,000
Chief Financial Officer
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Mark L. Feidler $ 725,000 $1,070,900
Chief Operating Officer
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Richard A. Anderson $ 638,400 $1,010,000
Vice Chairman - Planning
and Administration
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Francis A. Dramis, Jr. $ 616,000 $1,001,400
Chief Information, E-
Commerce and Security
Officer
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(1) Unchanged since 2001.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit No.
4a Amendment No. 1 to BellSouth Corporation Shareholder Rights Agreement,
dated as of March 2, 2005.
10yy Form of BellSouth Corporation Stock Plan Performance Shares Award
Agreement (2005 Awards - total shareholder return)
10zz Form of BellSouth Corporation Stock Plan Performance Shares Award
Agreement (2005 Awards - internal performance metrics)
10aaa Form of BellSouth Corporation Stock Plan Performance Shares Award
Agreement (2005 Awards - non-162(m) officers)
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
March 2, 2005