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): May 13, 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
On May 13, 2005, BellSouth agreed to sell its 50% interest in Tele-Man
Netherlands B.V. to Discount Investment Communications B.V., a subsidiary of
Discount Investment Corp, Ltd. Tele-Man holds principally a 69.50% interest in
Cellcom Israel Ltd., a cellular communications operator located in Israel.
Discount, which currently holds a 25% indirect interest in Cellcom, has agreed
to pay BellSouth $625 million for BellSouth's ownership interest. BellSouth
expects to record a gain on the transaction based on the book value at closing.
Based on current book value, the after-tax gain would be approximately
$235 million, or 13 cents per share. The sale is expected to close in the
fourth quarter.
The other 50% interest in Tele-Man is owned by Amaralis Holding B.V.,
which is ultimately controlled by Joseph and Moise Safra of Sao Paulo, Brazil.
Under the Tele-Man shareholders agreement, Amaralis has a right of first refusal
to purchase BellSouth's interest at the same price and on the same terms and
conditions, a right to require Discount to purchase Amaralis' 50% interest in
Tele-Man at the same price and on the same terms and conditions as for
BellSouth's interest, and a right to prior consent to the transfer of
BellSouth's interest to Discount, such consent not to be unreasonably withheld
in accordance with limitations set forth in the shareholders agreement and in
Tele-Man's articles of association.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10ddd Share Purchase Agreement dated as of May 13, 2005 among Discount
Investment Communications B.V., Discount Investment Corporation Ltd.,
BellSouth Holdings B.V. and for purposes of Article XII only, BellSouth
Corporation
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
May 18, 2005