EXHIBIT 25-a
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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) [_]
Regions Bank
(Exact name of trustee as specified in its charter)
Alabama State Banking Corporation ▇▇-▇▇▇▇▇▇▇
(I.R.S. employer identification no.)
(Jurisdiction of incorporation or
organization if not a U.S. national
bank)
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇
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(Zip Code)
(Address of principal executive
offices)
▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Regions Bank
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
(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.
Federal Deposit Insurance Corporation, Washington, D.C.
Alabama State Banking Department, Montgomery, AL.
(b)Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
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. Restated Articles of Incorporation of the Trustees as now in
effect. (Exhibit 1 to Form T-1, Registration No. 22-21909).
b. Articles of Amendment to Restated Articles of Incorporation of
First Alabama Bank.
2 --Not applicable.
3 --Authorization of the Trustee to exercise corporate trust powers.
(Exhibit 3 to Form T-1, Registration No. 22-21909).
4 --Bylaws of the Trustee. (Exhibit 4 to Form T-1, Registration No. 33-
60351).
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, Regions Bank, an Alabama banking corporation, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Birmingham and the State of
Alabama, on the 4th day of May, 1999.
Regions Bank
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By __________________________________
▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Vice President--
Corporate Trust Manager
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EXHIBIT 1(b)
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ARTICLES OF AMENDMENT TO RESTATED ARTICLES OF
INCORPORATION OF FIRST ALABAMA BANK
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In accordance with the provisions of Alabama Code (S)(S) 10-2B-1.20, 10-2B-
1.23, 10-2B-10.01, 10-2B-10.03, and 10-2B-10.06 (Repl. Vol. 1994), First
Alabama Bank, a corporation organized and existing under the laws of the state
of Alabama (the "Bank"), hereby files these Articles of Amendment to its
Restated Articles of Incorporation, which shall be effective as of 12:01 a.m.
on Tuesday, November 12, 1996, and certifies as follows:
(1) The name of the Bank is First Alabama Bank.
(2) In accordance with the procedures described in (4) below, the Restated
Articles of Incorporation of the Bank are hereby amended as follows:
The first article of the Bank's Restated Articles of Incorporation is
hereby deleted and the following first article is hereby substituted in
lieu thereof:
FIRST. The name of this Corporation shall be Regions Bank.
(3) The issued shares of capital stock of the Bank will not be exchanged,
reclassified, or canceled by reason of the amendment described above.
(4) The above amendment to the Bank's Restated Articles of Incorporation has
been duly adopted in accordance with the provisions of Alabama Code (S) 10-2B-
10.03 (Repl. Vol. 1994) as follows:
A. At its meeting on September 17, 1996, the Board of Directors of the Bank
adopted resolutions setting forth the amendment set forth in (2) above,
declaring the advisability of and recommending the amendment to the
shareholders, and directing that the amendment proposed be considered at a
special meeting of the shareholders called for October 22, 1996 at 1:00 p.m.
B. Prior to such special meeting of shareholders, Regions Financial
Corporation, a Delaware corporation, the holder of all of the issued and
outstanding capital stock of the Bank, through its authorized officers and
agents, waived notice of the time, place and purpose of the special meeting of
shareholders and approved the foregoing amendment, pursuant to Alabama Code
(S)(S)10-2B-7.04 and 10-2B-7.06 (Repl. Vol. 1994).
C. The shares entitled to be voted on the foregoing amendment consisted
solely of 20,000 shares of common stock, par value $5.00 per share, with each
share entitled to one vote. The number of shares voted in favor of the
foregoing amendment was 20,000, and the number of shares voted against was
zero.
D. Thereafter the Chairman of the Board of Directors and the Secretary of
the Bank caused these Articles of Amendment to be prepared and have executed
the same in accordance with the provisions of Alabama Code (S)10-2B-1.20
(Repl. Vol. 1994).
SIGNATURES ON FOLLOWING PAGE.
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IN WITNESS WHEREOF, First Alabama Bank has caused these Articles of Amendment
to be signed by J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as its Chairman, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
▇▇., as its Secretary, on this 17th day of September, 1996.
ATTEST: FIRST ALABAMA BANK
By: By:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
As its Secretary As its Chairman
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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.
Regions Bank
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Senior Vice
President--
Corporate Trust Manager
Dated: May 4, 1999
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EXHIBIT 7
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Regions Ban_______________________________________________________ST-BK:k01-0310
▇.▇. ▇▇▇ ▇▇▇▇▇ FFIEC: 031
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ CERT: 12368
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 2,676,984
b. Interest-bearing balances(2)............................ 0071 113,485
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column
A)........................................................ 1754 2,963,146
b. Available-for-sale securities (from Schedule RC-B, col-
umn D).................................................... 1773 4,590,473
3. Federal funds sold and securities purchased under agree-
ments to resell........................................... 1350 763,034
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCFD
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(from Schedule RC-C).......................... 2122 24,432,460
b. LESS: Allowance for loan and lease losses... 3123 297,236
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 24,135,224
5. Trading assets (from Schedule RC-D)...................... 3545 49,387
6. Premises and fixed assets (including capitalized leases). 2145 484,946
7. Other real estate owned (from Schedule RC-M)............. 2150 16,449
8. Investments in unconsolidated subsidiaries and associated
companies (from
Schedule RC-M)............................................ 2130 56,990
9. Customers' liability to this bank on acceptances
outstanding................................................. 2155 57,046
10. Intangible assets (from Schedule RC-M)................... 2143 307,598
11. Other assets (from Schedule RC-F)........................ 2160 913,461
12. Total assets (sum of items 1 through 11)................. 2170 37,128,223
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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 27,757,941
RCON
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(1) Noninterest-bearing(1).................................. 6631 4,783,362
(2) Interest-bearing........................................ 6636 22,974,579
RCFN
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b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)........................ 2200 1,219,713
RCFN
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(1) Noninterest-bearing.................................... 6631 0
(2) Interest-bearing....................................... 6636 1,219,713
RCFD
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14. Federal funds purchased and securities sold under agree-
ments to repurchase....................................... 2800 1,993,279
RCON
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15. a. Demand notes issued to the U.S. Treasury.............. 2840 15,988
RCFD
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b. Trading liabilities (from Schedule RC-D)................. 3548 1,711
16. Other borrowed money (includes mortgage indebtedness and
obligations under
capitalized leases):
a. With a remaining maturity of one year or less............ 2332 249,916
b. With a remaining maturity of more than one year through
three years............................................... A547 178,066
c. With a remaining maturity of more than three years....... A548 2,422,782
17. Not applicable.
18. Bank's liability on acceptances executed and outstanding.. 2920 57,046
19. Subordinated notes and debentures (2)..................... 3200 0
20. Other liabilities (from Schedule RC-G).................... 2930 480,272
21. Total liabilities (sum of items 13 through 20)............ 2948 34,376,714
22. Not applicable.
EQUITY CAPITAL
RCFD
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23. Perpetual preferred stock and related surplus............. 3838 0
24. Common stock.............................................. 3230 103
25. Surplus (exclude all surplus related to preferred stock).. 3839 890,796
26. a. Undivided profits and capital reserves................ 3632 1,838,299
b. Net unrealized holding gains (losses) on available-for-
sale securities........................................... 8434 22,311
27. Cumulative foreign currency translation adjustments....... 3284 0
28. Total equity capital (sum of items 23 through 27)......... 3210 2,751,509
29. Total liabilities and equity capital (sum of items 21 and
28)........................................................ 3300 37,128,223
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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
---- ------
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
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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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