As filed with the Securities and Exchange Commission on November 28, 2001
Registration No. 33-49459
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
(State or Other Jurisdiction of Incorporation or Organization)
I.R.S. Employer No. 58-1533433
(I.R.S. Employer Identification Number)
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
Non-Employee Director Stock Option Plan
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Agent for Service
Ray E. Winborne
BellSouth Corporation
15G03 Campanile
1155 Peachtree St., N.E.
Atlanta, Georgia 30309-3610
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Please send copies of all communications to:
Stacey K. Geer
BellSouth Corporation
1155 Peachtree St., N.E.
Suite 1800
Atlanta, Georgia 30309-3610
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Approximate Date of Commencement of Proposed Sale to the Public: From
time to time after the Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] 333-[ ____ ].
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] 333-[ ____ ].
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8, may
determine.
EXPLANATORY NOTE
The Registrant hereby deregisters 658,844 shares of common stock
covered by this Registration Statement (File No. 33-49459), which were not
issued by the Registrant pursuant to the Registration Statement and related
prospectus.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Exhibits
24 Powers of Attorney
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 28th day of November, 2001.
BELLSOUTH CORPORATION
BY: /s/ W. Patrick Shannon
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W. Patrick Shannon
Vice President - Finance and
Supply Chain Management
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 and
Supply Chain Management
Directors:
F. Duane Ackerman*
Reuben V. Anderson*
James H. Blanchard*
J. Hyatt Brown*
Armando M. Codina*
Kathleen F. Feldstein*
James P. Kelly*
Joseph M. Magliochetti*
John G. Medlin, Jr. *
Leo F. Mullin*
Eugene F. Murphy*
Robin B. Smith*
William S. Stavropoulos*
* By /s/ W. Patrick Shannon
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W. Patrick Shannon
(individually and as Attorney-in-Fact)
November 28, 2001