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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
EARTHLINK NETWORK, INC.
(NAME OF ISSUER)
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COMMON STOCK, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
270322100
(CUSIP NUMBER OF CLASS OF SECURITIES)
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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:
J. STEPHEN HUFFORD, 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)
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(Page 1 of 7 Pages)
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CUSIP No. 270322100
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13D
Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON:
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
GREGORY ABBOTT
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(A)[X]
(B)[_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS:
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E):
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES OF AMERICA
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| 7 SOLE VOTING POWER:
NUMBER OF | 6,667
SHARES |----------------------------------------------------------
BENEFICIALLY | 8 SHARED VOTING POWER:
OWNED BY | 3,989,114*
EACH |----------------------------------------------------------
REPORTING | 9 SOLE DISPOSITIVE POWER:
PERSON WITH | 6,667
|----------------------------------------------------------
| 10 SHARED DISPOSITIVE POWER:
| 3,989,114*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,995,781
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (11):
35.3%
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14 TYPE OF REPORTING PERSON*:
IN
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* Reflects highest number of shares as to which voting power or dispositive
power is shared by virtue of membership in the groups described in Item 2.
2
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13D Page 3 of 7 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 Schedule 13D relates to 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 (the "Offer Price"), 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 is
attached hereto as Exhibit (2)(a). There were 11,299,628 Shares outstanding as
of February 10, 1998.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(f) The person filing this Statement is Gregory Abbott, whose address is
1200 Kessler Dr., Aspen, Colorado 81611. Mr. Abbott is a private investor.
During the last five years, Mr. Abbott 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. Abbott is a U.S. citizen.
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. ("Newco Sub") (the "Investment Agreement") and 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), the following members of management of the Company and other
stockholders (the "Granting Stockholders") entered into an Agreement to Vote
and Tender Stock dated February 10, 1998 ("Agreement to Vote and Tender
Stock"): Sky D. Dayton, Chairman of the Board of the Company, 1,500,000; Kevin
M. O'Donnell, a director of the Company, 944,614; Gregory Abbott, 427,212;
Robert S. London, 392,032; George Abbott, 203,364; and Storie Partners LP,
521,892. That agreement obligates the Granting Stockholders to tender all of
the 3,989,114 Shares (representing 35.3% of the outstanding Shares) which they
own into the Offer, and to vote those Shares in favor of (i) the Merger (as
defined under the caption "Introduction" in the Offer to Purchase), (ii) the
issuance of the Convertible Preferred Stock (as defined under the caption
"Introduction" in the Offer to Purchase), the Convertible Notes (as defined
under the caption "Introduction" in the Offer to Purchase) and the Newco
Common Stock (as defined under the caption "Introduction" in the Offer to
Purchase) issuable upon conversion thereof, (iii) the other transactions
contemplated by the Investment Agreement, and (iv) any related matter that
must be approved by the holders of Common Stock or Newco Common Stock in order
for the transactions contemplated by the Investment Agreement to be
consummated (the matters referred to in (i), (ii), (iii) and (iv) are referred
to collectively as the "Company Stockholder Vote Matters"). In addition, the
following stockholders (the "Voting Stockholders") entered into an Agreement
to Vote Stock dated February 10, 1998 ("Agreement to Vote Stock") which
obligates them to vote all of the 2,950,382 Shares (representing 26.1% of the
outstanding Shares) in favor of the Company Stockholder Vote Matters: George
Soros, 214,545 Shares; Quantum Industrial Partners LDC, 1,456,480; Reed
Slatkin, a director of the Company (through Reed Slatkin & Associates),
1,042,473 Shares; and Sidney Azeez, a director of the Company, 236,884 Shares.
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13D Page 4 of 7 Pages
Simultaneously with the execution of the Investment Agreement, Sprint and
the following stockholders (the "SA Stockholders") entered into a Stockholders
Agreement (the "Stockholders Agreement", which will not become effective until
the Closing of the transactions contemplated by the Investment Agreement and
then only if the Offer is consummated and the conditions to the Closing are
satisfied or waived on or prior to the Closing) covering all of the Shares or
other equity securities of Newco they now own of record or beneficially or
which will receive in the Merger, or are convertible into Newco Common Stock
or are receivable in respect thereof ("Covered Shares"): Sky Dayton, Chairman
of the Board of the Company, 1,500,000 Shares; Quantum Industrial Partners
LDC, 1,456,480 Shares; Kevin M. O'Donnell, a director of the Company, 944,614
Shares; Reed Slatkin, a director of the Company (through Reed Slatkin &
Associates) 1,042,473 Shares; George Soros, 214,545 Shares; and Sidney Azeez,
a director of the Company, 236,884 Shares. The Stockholders Agreement
obligates the SA Stockholders to (i) vote all of the 5,394,996 Covered Shares
in favor of a Sprint Offer or Qualified Offer (as the terms Sprint Offer and
Qualified Offer are defined in Section 12 of the Offer to Purchase under the
subcaptions "Purchases of Additional Equity Securities; Business Combinations"
and "Third Party Offers", respectively) involving a business combination or
related matter, and (ii) to tender all of the Covered Shares into a tender
offer initiated by Sprint to effect a Sprint Offer or a Qualified Offer.
The reporting person may be deemed to be a member of a group with Sprint,
Sprint L.P. and the other Granting Stockholders with respect to the agreements
to vote and tender the 3,989,114 Shares contemplated by the Agreement to Vote
and Tender Stock, and thus may be viewed as sharing voting and dispositive
power for those purposes with respect to the Shares covered thereby.
The reporting person is making a separate filing to report its shared
beneficial ownership of Shares and Newco Common Stock resulting from its
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.
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) 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 incorporated herein by reference.
(h) None.
(i) None.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As a result of the reporting person being a party to the Agreement to Vote and
Tender Stock, the aggregate maximum number of Shares reported for the reporting
person equals 3,995,781 Shares, which includes: (i) 6,667 Shares subject to
warrants exercisable within 60 days of February 10, 1998, as to which the
reporting person exercises sole voting and dispositive power; and (ii) 3,989,114
Shares, which reflects the highest number of Shares as to which voting power or
dispositive power is shared by virtue of membership in the group discussed in
Item 2.
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13D Page 5 of 7 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.*
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* Incorporated by reference to the Schedule 13D filed by the reporting person on
February 20, 1998.
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13D Page 6 of 7 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: March __, 1998
/s/ Gregory Abbott
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Gregory Abbott
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13D Page 7 of 7 Pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
(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 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.*
</TABLE>
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* Incorporated by reference to the Schedule 13D filed by the reporting person on
February 20, 1998.
