EXHIBIT 25-b
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
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Check if an Application to Determine Eligibility of a Trustee Pursuant to
Section 305(b)(2) [_]
SunTrust Bank, Atlanta
formerly known as Trust Company Bank
(Exact name of trustee as specified in its charter)
Georgia Banking Corporation ▇▇-▇▇▇▇▇▇▇
(I.R.S. employer
(Jurisdiction of incorporation or identification no.)
organization
if not a U.S. national bank)
▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(Zip Code)
(Address of principal executive
offices)
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
SunTrust Bank, Atlanta
▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
(Name, address and telephone number of agent for service)
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BellSouth Telecommunications, Inc.
(Exact name of obligor as specified in its charter)
Georgia ▇▇-▇▇▇▇▇▇▇
(I.R.S. employer identification no.)
(State or other jurisdiction of
incorporation or organization)
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇.▇. ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇
▇▇▇▇▇
(Zip Code)
(Address of principal executive
offices)
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Debt Securities
(Title of the indenture securities)
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GENERAL
Item 1. General Information.
(a)Name and address of each examining or supervising authority to which it
is subject.
Department of Banking and Finance,
State of Georgia,
Atlanta, Georgia
Federal Reserve Bank of Atlanta
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Federal Deposit Insurance Corporation
Washington, DC
(b)Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the obligor and underwriters.
None.
Item 3. Voting Securities of the Trustee.
Not Applicable.
Item 4. Trusteeships under Other Indentures.
Not applicable.
Item 5. Interlocking Directorates and Similar Relationships with the Obligor or
Underwriters.
Not applicable.
Item 6. Voting Securities of the Trustee Owned by the Obligor or its Officials.
Not applicable.
Item 7. Voting Securities of the Trustee Owned by Underwriters or their
Officials.
Not applicable.
Item 8. Securities of the Obligor Owned or Held by the Trustee.
Not applicable.
Item 9. Securities of Underwriters Owned or Held by the Trustee.
Not applicable.
Item 10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.
Not applicable.
Item 11. Ownership or Holdings by the Trustee of any Securities of a Person
Owning 50 Percent or More of the Voting Securities of the Obligor.
Not applicable.
Item 12. Indebtedness of the Obligor to the Trustee.
Not applicable.
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Item 13. Defaults by the Obligor.
(a)Whether there is or has been a default with respect to the securities
under this indenture.
There is not and has not been any such default.
(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding, or is trustee for
more than one outstanding series of securities under the indenture,
state whether there has been a default under any such indenture or
series.
There has not been any such default.
Item 14. Affiliations with the Underwriters.
Not applicable.
Item 15. Foreign Trustee.
Not applicable.
Item 16. List of Exhibits.
The additional exhibits listed below are filed herewith: exhibits, if any,
identified in parentheses are on file with the Commission and are incorporated
herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust
Indenture Act of 1939, as amended, and Rule 24 of the Commission's Rules of
Practice.
Exhibit
Number
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1 --A copy of the Articles of Amendment and Restated Articles of
Incorporation as now in effect. (Exhibit 1 to Form T-1, Registration
No. 33-63523)
2 --A copy of the certificate of authority of the Trustee to commence
business. (Included in Exhibit 2 to Form T-1, Registration No. 333-
25463).
3 --A copy of the authorization of the Trustee to exercise trust powers.
(Included in Exhibit 1 to Form T-1, Registration No. 333-25463).
4 --Bylaws of the Trustee. (Exhibit 4 to Form T-1, Registration No. 333-
25463)
5 --Not applicable.
6 --Consent of the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939, as amended.
7 --Latest report of condition of the Trustee published pursuant to law
or the requirements of its supervising or examining authority as of
the close of business on December 31, 1998.
8 --Not applicable.
9 --Not applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the Trustee, SunTrust Bank, Atlanta, a Georgia banking corporation, has duly
caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Atlanta and the State of Georgia, on the 30th day of April, 1999.
SunTrust Bank, Atlanta
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By __________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
By __________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Trust Officer
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EXHIBIT 6
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EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, as amended, in connection with the proposed issue of Debt Securities by
BellSouth Telecommunications, Inc., we hereby consent that reports of
examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
SunTrust Bank, Atlanta
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By __________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President
Dated: 4/30/99
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EXHIBIT 7
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SunTrust Bank Atlanta______________________________________________ST-BK: 130330
▇.▇. ▇▇▇ ▇▇▇▇ Center 632______________________________________________FFIEC: 031
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ CERT: 00867
Call Date: 12/31/1998
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated,
report the amount outstanding as of the last business day of the quarter.
Schedule RC--Balance Sheet
(Dollar Amounts
in Thousands)
ASSETS
RCFD
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1. Cash and balances due from depository institutions (from
Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1).... 0081 1,339,046
b. Interest-bearing balances(2)............................. 0071 5,142
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column
A)......................................................... 1754 0
b. Available-for-sale securities (from Schedule RC-B, column
D)......................................................... 1773 3,225,581
3. Federal funds sold and securities purchased under agree-
ments to resell............................................ 1350 1,217,838
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCFD (from Schedule
RC-C).................................................... 2122 13,046,097
b. LESS: Allowance for loan and lease losses................ 3123 138,028
c. LESS: Allocated transfer risk reserve.................... 3128 0
d. Loans and leases, net of unearned income, allowance, and
reserve
(item 4.a minus 4.b and 4.c)............................. 2125 12,908,069
5. Trading assets (from Schedule RC-D)...................... 3545 37,301
6. Premises and fixed assets (including capitalized leases). 2145 97,749
7. Other real estate owned (from Schedule RC-M)............. 2150 1,624
8. Investments in unconsolidated subsidiaries and associated
companies (from
Schedule RC-M)............................................ 2130 12,664
9. Customers' liability to this bank on acceptances
outstanding................................................. 2155 610,727
10. Intangible assets (from Schedule RC-M)................... 2143 14,321
11. Other assets (from Schedule RC-F)........................ 2160 165,262
12. Total assets (sum of items 1 through 11)................. 2170 19,635,324
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
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Schedule RC--(Continued)
(Dollar Amounts
in Thousands)
LIABILITIES
RCON
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13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E, part I)..................................... 2200 7,177,865
RCON
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(1) Noninterest-bearing(1).................................. 6631 3,082,972
(2) Interest-bearing........................................ 6636 4,094,893
RCFN
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b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs
(from Schedule RC-E, part II)............................ 2200 3,530,204
RCFN
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(1) Noninterest-bearing..................................... 6631 0
(2) Interest-bearing........................................ 6636 3,530,204
RCFD
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14. Federal funds purchased and securities sold under
agreements to repurchase................................... 2800 4,245,132
RCON
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15. a. Demand notes issued to the U.S. Treasury.............. 2840 0
RCFD
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b. Trading liabilities (from Schedule RC-D)................. 3548 0
16. Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases):
a. With a remaining maturity of one year or less............ 2332 302,623
b. With a remaining maturity of more than one year through
three years............................................... A547 2,559
c. With a remaining maturity of more than three years....... A548 1,418
17. Not applicable
18. Bank's liability on acceptances executed and outstanding.. 2920 610,727
19. Subordinated notes and debentures(2)...................... 3200 250,000
20. Other liabilities (from Schedule RC-G).................... 2930 1,149,728
21. Total liabilities (sum of items 13 through 20)............ 2948 17,270,256
22. Not applicable
EQUITY CAPITAL
RCFD
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23. Perpetual preferred stock and related surplus............. 3838 0
24. Common stock.............................................. 3230 21,601
25. Surplus (exclude all surplus related to preferred stock).. 3839 703,406
26. a. Undivided profits and capital reserves................ 3632 598,887
b. Net unrealized holding gains (losses) on available-for-
sale securities........................................... 8434 1,041,174
27. Cumulative foreign currency translation adjustments....... 3284 0
28. Total equity capital (sum of items 23 through 27)......... 3210 2,365,068
29. Total liabilities and equity capital (sum of items 21 and
28)........................................................ 3300 19,635,324
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
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Schedule RC -- (Continued)
RCFD Number
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MEMORANDUM
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement
below that best describes the most comprehensive level of auditing
work performed for the bank by independent external auditors as of
any date during 1997.............................................. 6724 N/A
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
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