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): November 22, 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 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
(c) Appointment of Principal Officers
On November 22, 2004, BellSouth's Board of Directors elected Mr. Mark
L. Feidler as BellSouth's Chief Operating Officer, effective January 1, 2005.
Mr. Feidler, age 48, has served as BellSouth's Chief Staff Officer since January
1, 2004. From June 2000 to December 31, 2003, Mr. Feidler was Chief Operating
Officer of Cingular Wireless LLC, the Company's 40% owned joint venture with SBC
Communications Inc. Prior to joining Cingular, Mr. Feidler had led BellSouth's
wireless operations for approximately four years.
Mr. Feidler's employment agreement with the Company, which was dated
February 24, 2004, was filed as an exhibit to BellSouth's Annual Report on Form
10-K for the year ended December 31, 2003. The agreement was not modified in
connection with this appointment.
The agreement provides for a severance payment to Mr. Feidler in the
event his employment is terminated by the Company other than for cause, or if
Mr. Feidler initiates termination for good reason (a constructive discharge).
The amount of such payment would be equal to two times his annual base pay in
effect at the termination date plus two times his standard bonus for the year of
termination. In addition, all restricted stock and performance shares granted
pursuant to the agreement would become fully vested and all stock options
granted pursuant to the agreement would become fully exercisable. The agreement
provides for the grant of certain equity compensation awards to Mr. Feidler in
lieu of forfeited Cingular long-term compensation and for a 2003 "make-whole"
cash bonus payment. The foregoing summary of the agreement does not purport to
be complete and is subject to and qualified in its entirety by reference to the
text of such 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
November 29, 2004