Filed by AT&T Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: BellSouth Corporation
Commission File No.: 1-8607
Mr./Ms. [NAME]:
When I contacted you a little more than a year ago to talk about SBC's merger
with AT&T, it was really about creating a national and global carrier that would
be able to make available the best communications services possible to all
consumers, from enterprise customers to single-line residential customers.
Today, I am writing you about another combination, the merger of AT&T and
BellSouth. In the face of rapidly evolving technology, service convergence, and
intensifying marketplace competition, the merger is the right combination at the
right time. This merger is a tremendous step toward being able to deliver on the
promise of increased innovation and investment to enhance competition in video,
wireless, and broadband services.
This merger makes sense in today's competitive communications marketplace that
includes a wide variety of wireline, wireless, cable, and IP companies. What's
more, since AT&T and BellSouth are not actual competitors in the local, long
distance and video markets, and because BellSouth is not a significant
competitor in the enterprise market, the merger will not affect the choices
consumers and businesses have today.
Consumers will benefit from the merger for many reasons: AT&T will be able to
expand competition in the TV and entertainment market, and bring more
competitive rates and enhanced control of TV programming to more consumers. The
combined resources will extend competitive, interactive video services to
BellSouth's service territory faster than would likely occur but for the merger.
The merger will also heighten wireless integration by fully reuniting AT&T Labs
with a wireless network to drive the next evolution in wireless technology. The
combination of the Cingular, BellSouth, and AT&T networks will generate
efficiencies and service opportunities that will result in new products and
services that would not have been possible absent the merger.
Essentially, the benefits of the merger will be far-reaching as the company will
deliver more video competition, more broadband, and more technology to
consumers, while enhancing the nation's communications and entertainment
infrastructure.
Rest assured that AT&T will continue to deliver best in class products and
services to customers across [STATE]. As always, AT&T is committed to working
with you throughout this development. We expect to make our filings within 30
days and will
again work with you and your staff toward a prompt review process. If you have
any questions, I urge you to contact me at [PHONE NUMBER].
Sincerely,
[NAME]
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
We have included or incorporated by reference in this document financial
estimates and other forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These estimates and statements are
subject to risks and uncertainties, and actual results might differ materially
from these estimates and statements. Such estimates and statements include, but
are not limited to, statements about the benefits of the merger, including
future financial and operating results, the combined company's plans,
objectives, expectations and intentions, and other statements that are not
historical facts. Such statements are based upon the current beliefs and
expectations of the management of AT&T Inc. and BellSouth Corporation and are
subject to significant risks and uncertainties outside of our control.
The following factors, among others, could cause actual results to differ from
those described in the forward-looking statements in this document: the ability
to obtain governmental approvals of the merger on the proposed terms and
schedule; the failure of AT&T shareholders to approve the issuance of AT&T
common shares or the failure of BellSouth shareholders to approve the merger;
the risk that the businesses of AT&T and BellSouth will not be integrated
successfully or as quickly as expected; the risk that the cost savings and any
other synergies from the merger, including any savings and other synergies
relating to the resulting sole ownership of Cingular Wireless LLC may not be
fully realized or may take longer to realize than expected; disruption from the
merger making it more difficult to maintain relationships with customers,
employees or suppliers; and competition and its effect on pricing, spending,
third-party relationships and revenues. Additional factors that may affect
future results are contained in AT&T's, BellSouth's, and Cingular Wireless LLC's
filings with the Securities and Exchange Commission ("SEC"), which are available
at the SEC's Web site (http://www.sec.gov). Neither AT&T nor BellSouth is under
any obligation, and expressly disclaim any obligation, to update, alter or
otherwise revise any forward-looking statement, whether written or oral, that
may be made from time to time, whether as a result of new information, future
events or otherwise.
NOTE: IN CONNECTION WITH THE PROPOSED MERGER, AT&T INTENDS TO FILE A
REGISTRATION STATEMENT ON FORM S-4, INCLUDING A JOINT PROXY STATEMENT/PROSPECTUS
OF AT&T AND BELLSOUTH, AND AT&T AND BELLSOUTH WILL FILE OTHER MATERIALS WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC"). INVESTORS ARE URGED TO READ THE
REGISTRATION STATEMENT, INCLUDING THE JOINT PROXY STATEMENT (AND ALL AMENDMENTS
AND SUPPLEMENTS TO IT) AND OTHER MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain free copies
of the registration statement and joint proxy statement, when they become
available, as well as other filings containing information about AT&T and
BellSouth, without charge, at the SEC's Web site (www.sec.gov). Copies of AT&T's
filings may also be obtained without charge from AT&T at AT&T's Web site
(www.att.com) or by directing a request to AT&T Inc. Stockholder Services, 175
E. Houston, San Antonio, Texas 78205. Copies of BellSouth's filings may be
obtained without charge from BellSouth at BellSouth's Web site
(www.bellsouth.com) or by directing a request to BellSouth at Investor
Relations, 1155 Peachtree Street, N.E., Atlanta, Georgia 30309.
AT&T, BellSouth and their respective directors and executive officers and other
members of management and employees are potential participants in the
solicitation of proxies in respect of the proposed merger. Information regarding
AT&T's directors and executive officers is available in AT&T's 2005 Annual
Report on Form 10-K filed with the SEC on March 1, 2006 and AT&T's proxy
statement for its 2006 annual meeting of stockholders, filed with the SEC on
March 10, 2006, and information regarding
BellSouth's directors and executive officers is available in BellSouth's 2005
Annual Report on Form 10-K filed with the SEC on February 28, 2006 and
BellSouth's proxy statement for its 2006 annual meeting of shareholders, filed
with the SEC on March 3, 2006. Additional information regarding the interests of
such potential participants will be included in the registration statement and
joint proxy statement, and the other relevant documents filed with the SEC when
they become available.