<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
EARTHLINK NETWORK, INC.
(NAME OF ISSUER)
----------------
COMMON STOCK, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
270322100
(CUSIP NUMBER OF CLASS OF SECURITIES)
----------------
GRAYSON L. HOBERG
EARTHLINK NETWORK, INC.
3100 NEW YORK DRIVE
PASADENA, CALIFORNIA 91107
(626) 296-2400
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
COPIES TO:
DANIEL O. KENNEDY, ESQ.
HUNTON & WILLIAMS
NATIONSBANK PLAZA, SUITE 4100
600 PEACHTREE ST., N.E.
ATLANTA, GEORGIA 30308
(404) 888-4000
If the filing person has previously filed a statement on Schedule 13G, and is
filing this schedule to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box. / /
(Continued on following pages)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Page 1 of 6 Pages)
<PAGE>
- ---------------------------
CUSIP No. 270322100
- ---------------------------
13D/A Page 2 of 6 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON:
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
ROBERT S. LONDON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(A) / /
(B) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS:
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E):
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER:
NUMBER OF 266,009 Shares
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY 0 Shares
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER:
PERSON WITH 266,009 Shares
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER:
0 Shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
266,009 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (11):
0.19%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*:
IN
- --------------------------------------------------------------------------------
<PAGE>
13D/A Page 3 of 6 Pages
ITEM 1. SECURITY AND ISSUER.
The name of the issuer is EarthLink Network, Inc., a Delaware corporation
(the "Company"), and the address of its principal executive offices is 3100
New York Drive, Pasadena, CA 91107.
This Amendment No. 2 to Schedule 13D relates to a Schedule 13D that was
filed in connection with the offer by Sprint Corporation, a Kansas
Corporation ("Sprint"), to purchase 1,250,000 shares of common stock of the
Company, par value $.01 per share (the "Shares" or "Common Stock"), at a
price of $45 per Share, net to each seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated February
18, 1998 (the "Offer to Purchase"), and in the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"). A copy of the Offer to Purchase was attached to the
original Schedule 13D as Exhibit (2)(a). There were 14,194,456 Shares
outstanding as of July 13, 1998.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(f) The person filing this Amendment is Robert S. London, whose
business address is c/o Cruttendon Roth Incorporated, 809 Presidio, Santa
Barbara, CA 93101. Mr. London is a Managing Director of Cruttendon Roth
Incorporated. During the last five years, Mr. London has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or
is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation of such law. Mr. London is a U.S.
citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Section 10 ("Source and Amount of Funds") of
the Offer to Purchase is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(g), (j) In order to induce Sprint and Sprint Communications Company
L.P. ("Sprint L.P.") to enter into the Investment Agreement dated February
10, 1998 among Sprint, Sprint L.P., the Company, Dolphin, Inc. ("Newco") and
Dolphin Sub, Inc. (the "Investment Agreement") and to perform the
transactions contemplated thereby (as described under the caption
"Introduction" and in Section 12 ("Purpose of the Offer; The Investment
Agreement; Ancillary Agreements") of the Offer to Purchase which is
incorporated herein by reference), certain stockholders of the Company,
including Mr. London (the "Granting Stockholders"), entered into an Agreement
to Vote and Tender Stock dated February 10, 1998 (the "Agreement to Vote and
Tender Stock"), all as described in the original Schedule 13D.
The reporting person may be deemed to have been a member of a group with
Sprint, Sprint L.P. and the other Granting Stockholders with respect to the
Shares subject to the Agreement to Vote and Tender Stock, and thus may have
been viewed as sharing voting and dispositive power with respect to such
Shares. The Agreement to Vote and Tender Stock was terminated on June 5,
1998, and thus such voting group was dissolved as of such date.
<PAGE>
13D/A Page 4 of 6 Pages
The reporting person is making a separate filing to report the
termination of the Agreement to Vote and Tender Stock and thus termination of
his shared beneficial ownership of Shares and Newco Common Stock resulting
from his membership in the group described in the immediately preceding
paragraph. The reporting person does not have knowledge of the information
called for by Instruction C to Schedule 13D with respect to the other members
of such group and therefore is not required to report such information in
this Schedule 13D pursuant to Rule 13d-1(f)(2), except for the information
set forth under the caption "Beneficial Ownership of Common Stock" in the
Company's Proxy Statement dated January 23, 1998.
The information set forth under the caption "Introduction" and in Section
12 ("Purpose of the Offer; The Investment Agreement; Ancillary Agreements")
of the Offer to Purchase is also incorporated herein by reference.
(h) None.
(i) None.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The reporting person owns 266,009 Shares, of which he exercises
sole voting and dispositive power.
(c) During the past 60 days, the reporting person effected the following
transaction in the Common Stock: On June 5, 1998, the reporting person sold
8,413 Shares to Sprint at a per share price of $45 pursuant to the
consummation of the Offer.
(d) Not applicable.
(e) As a result of the termination of the Agreement to Vote and Tender
Stock on June 5, 1998, the reporting person ceased to be the beneficial
owner of more than 5% of the Common Stock as of such date.
<PAGE>
13D/A Page 5 of 6 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
The information set forth under the caption "Introduction" and in Section
12 ("Purpose of the Offer; The Investment Agreement; Ancillary
Agreements--Stockholders' Agreement") of the Offer to Purchase is
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Not applicable.
(2)(a) Offer to Purchase, dated February 18, 1998.
(2)(b) Investment Agreement, dated February 10, 1998, between Sprint
Corporation, Sprint Communications Company L.P., EarthLink Network,
Inc., Dolphin, Inc. and Dolphin Sub, Inc.*
(3)(a) Stockholders' Agreement, dated February 10, 1998, between Sprint
Corporation, Sprint Communications Company L.P., the Company, Dolphin,
Inc. and certain stockholders of EarthLink Network, Inc.*
(3)(b) Agreement to Vote and Tender Stock, dated February 10, 1998, between
Sprint Corporation, Sprint Communications Company L.P. and certain
stockholders of EarthLink Network, Inc.*
(3)(c) Agreement to Vote Stock, dated February 10, 1998, between Sprint
Corporation, Sprint Communications Company L.P. and certain stockholders
of EarthLink Network, Inc.*
- --------------
* Incorporated by reference to the Schedule 13D filed by the reporting person
on February 20, 1998.
<PAGE>
13D/A Page 6 of 6 Pages
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Dated: July , 1998
/s/ Robert S. London
-----------------------------------
Robert S. London
