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): January 24, 2005
BellSouth Corporation
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Georgia
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-8607 58-1533433
--------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
Room 15G03, 1155 Peachtree Street, N. E., Atlanta, Georgia 30309-3610
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(404) 249-2000
--------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
--------------------------------------------------------------------------------
(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
At its meeting on January 24, 2005, the Executive Nominating and
Compensation Committee of the BellSouth Board of Directors (the "Compensation
Committee") took the actions described below.
Short-Term Incentive Compensation for 2005
The Compensation Committee established performance objectives with
respect to executive officers' short-term incentive compensation for 2005. The
Compensation Committee designated the executive officers eligible to participate
in the annual bonus pool established by the shareholder-approved BellSouth
Corporation Stock and Incentive Compensation Plan (the "Plan") and allocated the
pool among those officers in amounts which range from 5% to 20%. The
Compensation Committee ultimately retains negative discretion with respect to
the awards, and it is possible that the entire bonus pool will not be
distributed when actual bonus awards are made.
All short-term incentive compensation awards to executive officers
designated by the Compensation Committee as eligible to participate in the bonus
pool under the Plan will be granted using the form of Award Agreement approved
by the Compensation Committee and attached hereto as Exhibit 10ss.
Long-Term Incentive Compensation for 2005-2007 Performance Period
The Compensation Committee established, for all executive officers, the
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. The Compensation Committee also
established, for one executive officer, the performance objectives that are tied
to internal performance metrics for the long-term incentive compensation program
for the 2005 through 2007 performance period. All such objectives were
established under the Plan. Long-term incentive compensation awards for 2005
have not yet been granted.
Long-Term Incentive Compensation for 2002-2004 Performance Period
The Compensation Committee approved the results of the performance
objectives related to the long-term incentive compensation program with respect
to the three-year performance period for 2002 through 2004. Pursuant to the
terms of the awards, which had been granted in 2002 under the Amended and
Restated BellSouth Corporation Stock Plan, certain executive officers will
receive a payout based on the Company's performance during this performance
period. A form of the Award Agreement pursuant to which the awards had been made
is attached hereto as Exhibit 10tt.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit No.
10ss Form of BellSouth Corporation Stock and Incentive Compensation Plan
Annual Incentive Award Agreement for Executive Officers (2005 Awards)
10tt Form of BellSouth Corporation Stock Plan Performance Shares Award
Agreement (2002 Awards)
10uu Form of BellSouth Corporation Stock Plan Performance Shares Agreement
(2003 Awards)
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
Senior Vice President - Finance and Controller
January 27, 2005