FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
Date of Report (Date of earliest event reported):
BELLSOUTH CORPORATION
|
GEORGIA
|
1-8607 | 58-1533433 | ||
|
(State or other
jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
1155 Peachtree Street, N.E., Room 15G03,
Atlanta, Georgia
|
30309-3610 | |
|
(Address of principal executive offices)
|
(Zip Code) |
Registrant’s telephone number, including area code
| Item 5. | Other Events and Regulation FD Disclosure |
As previously disclosed in BellSouth’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed May 6, 2004 (the “Form 10-Q”), BellSouth entered into an agreement to sell its interests in 10 Latin American operations. In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, we have classified the results of the Latin American operations as discontinued operations.
The Registrant is filing this Current Report on Form 8-K to restate all prior periods covered by the Form 10-K, reflecting the discontinued operations.
Other than the changes previously noted, no changes to Form 10-K amounts or related disclosure were made in this Form 8-K.
| Item 7. | Financial Statements and Exhibits |
c) Exhibits
Exhibit No.
| 99-a | Restatement of Selected Financial and Operating Data, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Consolidated Financial Statements previously included in the Annual Report on Form 10-K for the year ended December 31, 2003, originally filed on February 24, 2004. |
| 11 | Restatement of Computation of Earnings Per Share previously included in the Annual Report on Form 10-K for the year ended December 31, 2003, originally filed on February 24, 2004. |
| 12 | Restatement of Computation of Ratio of Earnings to Fixed Charges previously included in the Annual Report on Form 10-K for the year ended December 31, 2003, originally filed on February 24, 2004. |
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 | |
| July 30, 2004 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference of our report dated February 9, 2004, except with respect to Note U, as to which the date is February 17, 2004 and Note A, as to which the date is July 9, 2004 relating to the consolidated financial statements of BellSouth Corporation, which appears in the Current Report on Form 8-K dated July 30, 2004, in the following Registration Statements:
| • Form S-3 (File No. 333-105708), | |
| • Form S-3 (File No. 333-67084), | |
| • Form S-8 (File No. 333-115034), | |
| • Form S-8 (File No. 333-115035), | |
| • Form S-8 (File No. 333-115036), | |
| • Form S-8 (File No. 333-105710), | |
| • Form S-8 (File No. 333-75660). |
PricewaterhouseCoopers LLP
Atlanta, Georgia
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference of our report dated February 6, 2004 (except for Note 18, as to which the date is February 17, 2004), with respect to the consolidated financial statements of Cingular Wireless LLC (not included separately herein), included in this Current Report (Form 8-K) dated July 30, 2004, in the registration statements listed below of Bellsouth Corporation:
| • Form S-3 (File No. 333-105708), | |
| • Form S-3 (File No. 333-67084), | |
| • Form S-8 (File No. 333-115035), | |
| • Form S-8 (File No. 333-115036), | |
| • Form S-8 (File No. 333-105710), | |
| • Form S-8 (File No. 333-115034). | |
| • Form S-8 (File No. 333-75660). |
/s/ Ernst & Young LLP
Atlanta, Georgia