SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange of 1934
Date of Report (Date of earliest event reported) November 23, 1998
SPRINT SPECTRUM L.P.
SPRINT SPECTRUM FINANCE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 333-06609-01 48-1165245
Delaware 333-06609-02 43-1746537
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
4900 Main Street, Kansas City, Missouri 64112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (816) 559-1000
(Former name or former address, if changed since last report)
<PAGE>
Item 1. Changes in Control of Registrants.
(a) On November 23, 1998, Sprint Corporation ("Sprint"), through various of
its subsidiaries, acquired 100% ownership and voting control of each of Sprint
Spectrum Holding Company, Inc. ("Holdings"), the sole general partner of Sprint
Spectrum L.P. ("SSLP"), and MinorCo, L.P. ("MinorCo"), the sole limited partner
of SSLP. SSLP continues to own all of the outstanding stock of Sprint Spectrum
Finance Corporation (together with SSLP, the "Registrants").
Sprint acquired the respective partnership interests in Holdings and
MinorCo held by each of the following companies (collectively referred to as the
"Cable Partners"): TCI Spectrum Holdings, Inc. (a subsidiary of
Tele-Communications, Inc. referred to as "TCI"), Comcast Telephony Services,
Inc. and COM Telephony Services, Inc. (subsidiaries of Comcast Corporation
collectively referred to as "Comcast") and Cox Telephony Partners, Inc. and Cox
Communications Wireless, Inc. (subsidiaries of Cox Communications Inc.
collectively referred to as "Cox").
The acquisition was completed through the merger of each of the Cable
Partners into newly-created subsidiaries of Sprint, and each share of common
stock of the respective Cable Partner was converted into shares of PCS Common
Stock, $1.00 par value per share -- Series 2 ("Series 2 PCS Stock"). At the same
time as Sprint acquired the Cable Partners' interests in Holdings and MinorCo,
Sprint also acquired the interests of TCI and Cox in PhillieCo Partners I, L.P.
and PhillieCo Partners II, L.P.
As consideration for these transactions, TCI received 98,563,924 shares of
Series 2 PCS Stock and 6,291,314 warrants to purchase Series 2 PCS Stock;
Comcast received 47,248,435 shares of Series 2 PCS Stock and 3,015,858 warrants
to purchase Series 2 PCS Stock; and Cox received 49,281,981 shares of Series 2
PCS Stock and 3,145,658 warrants to purchase Series 2 PCS Stock.
Additionally, the Cable Partners agreed to enter into an irrevocable proxy
and voting agreement with Sprint prior to acquiring any shares of PCS Common
Stock, $1.00 par value per share -- Series 1 ("Series 1 PCS Stock"). Pursuant to
such agreement, subject to certain limited exceptions, each Cable Partner will
grant the Chief Executive Officer of Sprint (the "Grantee") an irrevocable proxy
to exercise voting rights over all Series 1 PCS Stock beneficially owned at any
time in the future on all matters submitted to a vote of all or any class of
holders of voting securities issued by Sprint. Pursuant to the proxies, the
Grantee is authorized and directed to vote the Cable Parents' shares of Series 1
PCS Stock in the same manner as the majority of votes that are cast with respect
to such matter by the holders of Sprint voting securities. The agreements with
the Cable Partners will terminate on the earlier to occur of (i) the consent of
Sprint and the respective Cable Partner, (ii) the termination of a standstill
agreement entered into in connection with Sprint's acquisition of control and
(iii) the tenth anniversary of the closing of Sprint's acquisition of control.
(b) To the knowledge of the Registrants, there are no arrangements relating
to changes in control of the type described in Item 403(c) of Regulation S-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned, hereunto duly authorized.
Date: December 8, 1998
SPRINT SPECTRUM L.P.
By: /s/ Joseph M. Gensheimer
Joseph M. Gensheimer, General Counsel
and Secretary
SPRINT SPECTRUM FINANCE CORPORATION
By: /s/ Joseph M. Gensheimer
Joseph M. Gensheimer, General Counsel
and Secretary
