SPRINT SPECTRUM L P
8-K, 1998-06-04
RADIOTELEPHONE COMMUNICATIONS
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                       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) May 26, 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 5. Other Events.

Agreement Regarding Restructuring of Partnership Interests in Sprint Spectrum
 Holding Company, L.P.

On May 26, 1998,  Sprint  Corporation  ("Sprint")  announced that it had entered
into an agreement with  Tele-Communications,  Inc. ("TCI"),  Comcast Corporation
("Comcast")  and Cox  Communications,  Inc.  ("Cox",  and together  with TCI and
Comcast,  the "Cable  Parents") to assume  ownership and  management  control of
Sprint Spectrum Holding Company, L.P., MinorCo, L.P. (together,  "Holdings") and
PhillieCo  Partners  I,  L.P.  and  PhillieCo   Partners  II,  L.P.   (together,
"PhillieCo").  Sprint Spectrum L.P. is a wholly-owned  subsidiary partnership of
Holdings,  and Sprint Spectrum Finance Corporation is a wholly-owned  subsidiary
of Sprint  Spectrum  L.P. The  agreement  provides  that Sprint will assume full
ownership and management  control of Holdings and PhillieCo and their respective
subsidiaries,  including  the  Registrants,  in a series of steps  over the next
several months.

Sprint  intends to combine the operations of Sprint  Spectrum  L.P.,  PhillieCo,
L.P., American PCS Communications,  LLC, SprintCom,  Inc. and Holdings' interest
in Cox Communications  PCS, L.P. to form the PCS Group, which will operate under
the name Sprint PCS (SM).

Initially,  the Cable Parents will receive a 47 percent economic interest in the
PCS Group in exchange for their  interests in Holdings and PhillieCo.  The Cable
Parents will receive low vote shares of Series 2 PCS Stock, which is a series of
common  stock to be issued by Sprint  that  tracks  the  performance  of the PCS
Group. The Cable Parents will not have special  governance  rights regarding the
operations of the Registrants,  and the PCS Group will be governed by the Sprint
Board of Directors.

Additional  information  concerning the restructuring is contained in a Form 8-K
filed by Sprint on June 2, 1998.


Item 7. Financial Statements and Exhibits

None.


<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: June 4, 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




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