SPRINT CORP
8-A12B/A, 1995-10-23
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
Previous: USL CAPITAL CORP/, 424B2, 1995-10-23
Next: VSE CORP, 10-Q/A, 1995-10-23



<PAGE>

        SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                        ________________

                          FORM 8-A/A-2


  FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
             PURSUANT TO SECTION 12(b) OR (g) OF THE
                 SECURITIES EXCHANGE ACT OF 1934


                                 SPRINT CORPORATION
     (Exact name of registrant as specified in its charter)


                    Kansas                        48-0457967
       (State of incorporation)           (I.R.S. Employer

Identification No.)


             P.O. Box 11315
          Kansas City, Missouri
64112
(Address of principal executive offices)        (Zip Code)


Securities to be registered pursuant to Section 12(b) of the
Act:


     Title of each class           Name of each exchange on
which
     to be so registered           each class is to be
registered


     Rights                            New York Stock
Exchange
                                          Pacific Stock
Exchange
                                          Chicago Stock
Exchange


If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box.  [  ]

If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with
the
effectiveness of a concurrent registration statement under
the
Securities Act of 1933 pursuant to General Instruction
A.(c)(2),
please check the following box.  [  ]


Securities to be registered pursuant to Section 12(g) of the
Act:

                              None
                        (Title of Class)

<PAGE>

Item 1.  Description of Securities to be Registered.

     On August 8, 1989, the Board of Directors of Sprint
Corporation (formerly United Telecommunications, Inc.) (the
"Company") declared a dividend of one preferred stock
purchase
right (a "Right") for each outstanding share of common
stock, par
value $2.50 per share (the "Common Stock"), of the Company
and
ordered the redemption of the Company's existing rights
declared
as a dividend on August 12, 1986.  The dividend of the
Rights was
distributed on September 8, 1989 to stockholders of record
at the
close of business on such date. As a consequence of a 2 for
1
stock split in December, 1989, only one-half of a Right is
attached to each share of Common Stock.

     Each Right entitles the registered holder thereof to
purchase from the Company at any time following the
Distribution
Date (as defined below) and prior to the occurrence of a
Triggering Event (as defined below) a unit consisting of one
one-hundredth of a share (a "Unit") of Preferred Stock -
Fourth
Series, Junior Participating, of the Company (the "Preferred
Stock"), at a purchase price of $235.00 per Unit, subject to
adjustment.  The description and terms of the Rights are set
forth in a Rights Agreement dated as of August 8, 1989 (the
"Rights Agreement") between the Company and UMB Bank, n.a.
(formerly United Missouri Bank of Kansas City, N.A.), as
Rights
Agent (the "Rights Agent"), as amended.

     A total of 2,500,000 shares (250,000,000 Units) of
Preferred
Stock has been authorized and reserved for issuance upon
exercise
of the Rights.  Each Unit of Preferred Stock will be
entitled to
cumulative quarterly dividends, senior to dividends on
Common
Stock, in an amount equal to the greater of (i) $.10 or (ii)
twice the amount of the quarterly dividend paid on each
share of
Common Stock.  Each Unit will have two votes and will be
entitled
to vote together with Common Stock on all matters submitted
to
stockholders.  The Preferred Stock will vote with other
outstanding series of serial preferred stock for additional
directors if dividends are in arrears by a specified amount.
The
liquidation value for each Unit will be the greater of (i)
$1.00
or (ii) twice the amount distributed in respect of each
share of
Common Stock.  The Preferred Stock will not be redeemable.

     The Rights are attached to all Common Stock
certificates
representing shares outstanding, and no separate Rights
Certificates have been distributed.  The Rights will
separate
from the Common Stock, and the Distribution Date will occur,
upon
the earlier of (i) ten business days following a public
announcement that a person or group of affiliated or
associated
persons (an "Acquiring Person") has acquired, or obtained
the
right to acquire, beneficial ownership of 20% or more of the

<PAGE>

outstanding shares of Common Stock, except pursuant to a
Qualifying Offer, as defined below, and except as set forth
below
(such date being referred to below as the "Stock Acquisition
Date"), and (ii) ten business days (or such later date as
the
Board of Directors shall determine) following the
commencement of
a tender or exchange offer that would result in a person or
group
of affiliated or associated persons beneficially owning 20%
or
more of such outstanding shares of Common Stock (or in the
case
of the FT/DT Parties, as defined below, individually or in
the
aggregate, shares in excess of the FT/DT Permitted Level, as
defined below).

     On June 4, 1992, the Rights Agreement was amended and
supplemented to provide that the acquisition of Common Stock
by
any person or group pursuant to an Agreement and Plan of
Merger
dated as of May 27, 1992, among the Company, FW Sub Inc.,
and
Centel Corporation would not result in such person being an
Acquiring Person.

     A second amendment to the Rights Agreement, dated as of
July
31, 1995, excludes from the definition of Acquiring Person
the
following:

          (i) (A) France Telecom ("FT"), Deutsche Telekom AG
     ("DT") or any Affiliate or Associate (each as defined
in the
     Standstill Agreement among the Company, FT and DT dated
as
     of July 31, 1995 (the "Standstill Agreement")) thereof,
or
     (B) any Strategic Investor or Passive Financial
Institution
     (each as defined in the Standstill Agreement) which is
     deemed to be part of a "group" (within the meaning of
the
     Securities Exchange Act of 1934, as amended) with FT,
DT or
     any of their Affiliates or Associates with respect to
the
     Company solely by virtue of its investment in a
Qualified
     Subsidiary (as defined in the Standstill Agreement)
     (collectively, the "FT/DT Parties"), unless the FT/DT
     Parties individually or in the aggregate become the
     beneficial owner of more than the sum of (x) the
Permitted
     Standstill Limit, and (y) 0.25% of the voting power
     represented by all voting securities then outstanding
(the
     maximum number of voting securities permitted pursuant
to
     this clause (i) to be beneficially owned by the FT/DT
     Parties individually or in the aggregate without any
such
     persons being Acquiring Persons is the "FT/DT Permitted
     Level"); and

          (ii) any person or group (other than any of the
FT/DT
     Parties, individually or collectively) that becomes the
     beneficial owner of 20% or more of the outstanding
shares of
     Common Stock solely as a result of a reduction in the
number
     of shares of Common Stock outstanding due to the
repurchase

<PAGE>

     of shares of Common Stock by the Company, unless and
until
     such person or group shall purchase or otherwise become
the
     beneficial owner of additional shares of Common Stock
     constituting 0.25% or more of the shares of Common
Stock
     then outstanding other than pursuant to a Qualifying
Offer.

     The phrase "then outstanding," when used with reference
to
beneficial ownership of securities of the Company, is
defined as
the number of such securities then issued and outstanding
together with the number of such securities not then
actually
issued and outstanding which a person or group would be
deemed to
beneficially own under the Rights Agreement.  The term
"Permitted
Standstill Limit" is defined generally as the maximum number
of
voting securities permitted to be beneficially owned by FT,
DT
and their Affiliates and Associates, individually or in the
aggregate, under certain sections of the Standstill
Agreement.

     The second amendment to the Rights Agreement also
amended
the definition of Common Stock of the Company to include a
new
class of common stock (the "Class A Common Stock") proposed
to be
issued to FT and DT and their Qualified Subsidiaries.

     Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock
certificates,
(ii) new Common Stock certificates issued after September 8,
1989
will contain a notation incorporating the Rights Agreement
by
reference and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also
constitute
the transfer of the Rights associated with the Common Stock
represented by such certificates. Pursuant to the Rights
Agreement, the Company reserves the right to require prior
to the
occurrence of a Triggering Event that, upon any exercise of
Rights, a number of Rights be exercised so that only whole
shares
of Preferred Stock will be issued.

     The Rights are not exercisable until the Distribution
Date
and will expire at the close of business on September 8,
1999,
unless earlier redeemed by the Company as described below.

     As soon as practicable after the Distribution Date,
Rights
Certificates will be mailed to holders of record of the
Common
Stock as of the close of business on the Distribution Date,
and
thereafter, the separate Rights Certificates alone will
represent
the Rights.  Except in certain circumstances, only shares of
Common Stock issued prior to the Distribution Date will be
issued
with Rights.

     In the event that a person or group becomes the
beneficial
owner of 20% or more of the shares of Common Stock then

<PAGE>

outstanding (or in the case of the FT/DT Parties,
individually or
in the aggregate, shares in excess of the FT/DT Permitted
Level),
except pursuant to an offer for all outstanding shares of
Common
Stock which a majority of the independent directors
(excluding
officers of the Company) determine, after receiving advice
from
one or more investment banking firms, to be fair to the
stockholders and otherwise in the best interests of the
Company
and its stockholders (a "Qualifying Offer"), each holder of
a
Right will thereafter have the right to receive, upon
exercise,
Common Stock (or, in certain circumstances, cash, property
or
other securities of the Company) having a value equal to two
times the exercise price of the Right.  However, the Rights
will
not be exercisable following the occurrence of any such
event
until such time as the Rights are no longer redeemable by
the
Company as set forth below.  In addition, the second
amendment to
the Rights Agreement added a provision to the effect that
the
Rights will not be exercisable if a person or group of
persons
inadvertently becomes the beneficial owner of 20% or more of
the
shares of Common Stock then outstanding (or in the case of
the
FT/DT Parties, individually or in the aggregate, shares in
excess
of the FT/DT Permitted Level) and within 10 days after the
date
upon which the Company first becomes aware of such event,
the
Board of Directors of the Company either (i) approves the
beneficial ownership interest of such person or the FT/DT
Parties
or (ii) provides such person or the FT/DT Parties a 30 day
period
to divest sufficient securities to decrease beneficial
ownership
to less than 20% of the shares of Common Stock then
outstanding
(or in the case of the FT/DT Parties, beneficial ownership
of
shares less than the FT/DT Permitted Level) and the
divestiture
shall have occurred by the end of such period.
Notwithstanding
any of the foregoing, following the occurrence of any such
event,
all Rights that are, or (under certain circumstances
specified in
the Rights Agreement) were, beneficially owned by any
Acquiring
Person (or certain related parties) will be null and void.

     In the event that, at any time following the Stock
Acquisition Date or the date of the first public
announcement
that a person or group has become the beneficial owner of
20% or
more of the outstanding shares of the Company's Common Stock
(or
in the case of the FT/DT Parties, individually or in the
aggregate, shares in excess of the FT/DT Permitted Level)
pursuant to a Qualifying Offer, (i) the Company is acquired
in a
merger or other business combination transaction in which
the
Company is not the surviving corporation (other than a
merger
which follows a Qualifying Offer and satisfies certain other
requirements), or (ii) 50% or more of the Company's assets
or
earning power is sold or transferred, each holder of a Right
(except Rights which previously have been voided as set
forth
above) shall thereafter have the right to receive, upon
exercise,
common stock of the acquiring company having a value equal
to two

<PAGE>

times the exercise price of the Right.  The events set forth
in
this paragraph and in the preceding paragraph are referred
to as
"Triggering Events".

     The Purchase Price payable, and the number of Units of
Preferred Stock or other securities or property issuable,
upon
exercise of the Rights are subject to adjustment from time
to
time to prevent dilution (i) in the event of a stock
dividend on,
or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are
granted certain rights or warrants to subscribe for
Preferred
Stock or securities convertible into Preferred Stock at less
than
the current market price of the Preferred Stock, or (iii)
upon
the distribution to holders of the Preferred Stock of
evidences
of indebtedness or assets (excluding regular quarterly cash
dividends) or of subscription rights or warrants (other than
those referred to above).

     With certain exceptions, no adjustment in the Purchase
Price
will be required until cumulative adjustments amount to at
least
1% of the Purchase Price.  No fractional Units will be
issued
and, in lieu thereof, an adjustment in cash will be made
based on
the market price of the Preferred Stock on the last trading
date
prior to the date of exercise.

     At any time until ten business days following the Stock
Acquisition Date, the Company may redeem the Rights in
whole,
but not in part, at a price of $.01 per Right (payable in
cash,
Common Stock or other consideration deemed appropriate by
the
Board of Directors of the Company).  Immediately upon the
action
of the Board of Directors ordering redemption of the Rights
becoming effective, the Rights will terminate and the only
right
of the holders of Rights will be to receive the $.01
redemption
price.

     Until a Right is exercised, the holder thereof will
have no
rights in his capacity as a holder of Rights, including,
without
limitation, the right to vote or to receive dividends.

     Other than those provisions relating to the principal
economic terms of the Rights, any of the provisions of the
Rights
Agreement may be amended by the Board of Directors of the
Company prior to the Distribution Date.  After the
Distribution Date,
the provisions of the Rights Agreement may be amended by the
Board
of Directors of the Company in order to cure any ambiguity,
to make
changes which do not adversely affect the interests of
holders of
Rights (excluding the interests of any Acquiring Person or
certain related persons), or to shorten or lengthen any time
period under the Rights Agreement; provided, however, that
no

<PAGE>

amendment to adjust the time period governing redemption
shall be
made at such time as the Rights are not redeemable.

     Each outstanding share of Common Stock on September 8,
1989
received one Right.  As a result of the stock split referred
to
above, each outstanding share has one-half of a right
attached.
As long as the Rights are attached to shares of Common
Stock, the
Company will issue one-half Right for each share of Common
Stock
and, if issued, each share of Class A Common Stock which
becomes
outstanding prior to the Distribution Date so that all such
shares will have attached one-half of a Right.

     The foregoing description of the Rights does not
purport to
be complete and is qualified in its entirety by reference to
the
Rights Agreement (including as Exhibit B the Form of Rights
Certificate), the amendments to the Rights Agreement, and
the
Standstill Agreement, which are exhibits hereto and are
incorporated herein by reference.

Item 2.  Exhibits.

     1      Form of Rights Certificate (filed as Exhibit B
to the
             Rights Agreement filed as Exhibit 2(b) to
Sprint
             Corporation Registration Statement on Form 8-A
dated
             August 11, 1989 and incorporated herein by
reference).

     2(a)  Articles of Incorporation of Sprint Corporation
             (formerly United Telecommunications, Inc.), as
amended
             (filed as Exhibit 4 to Sprint Corporation
Current
             Report on Form 8-K dated March 9, 1993 and
incorporated
             herein by reference).

     2(b)  Rights Agreement dated as of August 8, 1989,
between
             Sprint Corporation (formerly United
Telecommunications,
             Inc.) and UMB Bank, n.a. (formerly United
Missouri Bank
             of Kansas City, N.A.), and exhibits thereto
(filed as
             Exhibit 2(b) to Sprint Corporation Registration
             Statement on Form 8-A dated August 11, 1989 and
             incorporated herein by reference).

     2(c)  Amendment and Supplement dated June 4, 1992 to
Rights
             Agreement dated as of August 8, 1989 (filed as
Exhibit
             2(c) to Amendment No. 1 on Form 8 dated June 8,
1992 to
             Sprint Corporation Registration Statement on
Form 8-A
             dated August 11, 1989 and incorporated herein
by
             reference).

     2(d)  Second Amendment to Rights Agreement dated as of
July
             31, 1995 between Sprint Corporation and UMB
Bank, n.a.

<PAGE>

     2(e)  Standstill Agreement dated as of July 31, 1995,
by and
             among Sprint Corporation, France Telecom and
Deutsche
             Telekom AG (filed as exhibit (10)(c) to Sprint
             Corporation Quarterly Report on Form 10-Q for
the
             quarter ended June 30, 1995 and incorporated
herein by
             reference).




                            SIGNATURE

     Pursuant to the requirements of Section 12 of the
Securities
Exchange Act of 1934, the registrant has duly caused this
amendment to the registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.


Date: October 20, 1995


                                                   SPRINT
CORPORATION


                                                    By   /s/
Michael T. Hyde
                                                    Name:
Michael T. Hyde
                                                    Title:
Assistant Secretary


<PAGE>

<TABLE>
<CAPTION>

                          EXHIBIT INDEX


Exhibit
Number
Page

<S>                                        <C>

 1     Form of Rights Certificate (filed as Exhibit B to
        the Rights Agreement filed as Exhibit 2(b) to
        Sprint Corporation Registration Statement on Form
        8-A dated August 11, 1989 and incorporated herein
        by reference).

 2(a)  Articles of Incorporation of Sprint Corporation
        (formerly United Telecommunications, Inc.), as
        amended (filed as Exhibit 4 to Sprint Corporation
        Current Report on Form 8-K dated March 9, 1993 and
        incorporated herein by reference).

 2(b)  Rights Agreement dated as of August 8, 1989,
        between Sprint Corporation (formerly United
        Telecommunications, Inc.) and UMB Bank, n.a.
        (formerly United Missouri Bank of Kansas City,
        N.A.), and exhibits thereto (filed as Exhibit 2(b)
        to Sprint Corporation Registration Statement on
        Form 8-A dated August 11, 1989 and incorporated
        herein by reference).

 2(c)  Amendment and Supplement dated June 4, 1992 to
        Rights Agreement dated as of August 8, 1989 (filed
        as Exhibit 2(c) to Amendment No. 1 on Form 8 dated
        June 8, 1992 to Sprint Corporation Registration
        Statement on Form 8-A dated August 11, 1989 and
        incorporated herein by reference).

 2(d)  Second Amendment to Rights Agreement dated as of
        July 31, 1995 between Sprint Corporation and UMB
        Bank, n.a.

 2(e)  Standstill Agreement dated as of July 31, 1995, by
        and among Sprint Corporation, France Telecom and
        Deutsche Telekom AG (filed as exhibit (10)(c) to
        Sprint Corporation Quarterly Report on Form 10-Q
        for the quarter ended June 30, 1995 and
        incorporated herein by reference).

</TABLE>


Exhibit 2(d)

              SECOND AMENDMENT TO RIGHTS AGREEMENT

     This Second Amendment to Rights Agreement (this "Second
Amendment"), dated as of July 31, 1995, between Sprint
Corporation, a Kansas corporation formerly known as United
Telecommunications, Inc. (the "Company"), and UMB Bank,
n.a., a
banking corporation formerly known as United Missouri Bank
of
Kansas City, N.A. (the "Rights Agent");


                      W I T N E S S E T H:


     WHEREAS, the Company and the Rights Agent entered into
that
certain Rights Agreement, dated as of August 8, 1989, as
amended
by that certain Amendment and Supplement to Rights
Agreement,
dated as of June 4, 1992 (the "Rights Agreement");

     WHEREAS, the Rights Agreement provides that the Company
may
amend the Rights Agreement in certain respects prior to the
Distribution Date (as defined therein); and

     WHEREAS, the Company desires to amend the Rights
Agreement
as set forth herein, and has directed the Rights Agent to
execute
this Second Amendment as provided in Section 26 of the
Rights
Agreement.

     NOW, THEREFORE, in consideration of the premises and
the
mutual agreements herein set forth, the parties hereby agree
as
follows:

     1.   Section 1(a) of the Rights Agreement is hereby
deleted
in its entirety and a new Section 1(a) set forth below shall
be
substituted in lieu thereof:

               (a)  "Acquiring Person" shall mean any Person
who
or which, together with all Affiliates and Associates of
such
Person, shall be the Beneficial Owner of 20% or more of the
shares of Common Stock then outstanding other than as a
result of
a Qualifying Offer, but shall not include (i) the Company,
(ii)
any Subsidiary of the Company, (iii) any employee benefit
plan of
the Company or of any Subsidiary of the Company, or (iv) any
Person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such plan.
Notwithstanding the preceding sentence:

               (x)  none of (A) France Telecom ("FT"),
Deutsche
     Telekom AG ("DT") or any Affiliate or Associate thereof
or
     (B) any Strategic Investor or Passive Financial
Institution
     (each as defined in the Standstill Agreement among the
     Company, FT and DT dated as of July 31, 1995 (the
     "Standstill Agreement")) which is deemed to be part of
a
     "group" (within the meaning of the Exchange Act)

<PAGE>

     with FT, DT or any of their Affiliates or Associates
with
     respect to the Company solely by virtue of its
investment
     in a Qualified Subsidiary (as defined in the Standstill
Agreement)
     (collectively, the "FT/DT Parties") shall be deemed to
be an
     Acquiring Person unless the FT/DT Parties individually
or in
     the aggregate become the Beneficial Owner of more than
the
     sum of (i) the Permitted Standstill Limit, and (ii)
0.25% of
     the Voting Power represented by all Voting Securities
then
     outstanding (the maximum number of Voting Securities
     permitted pursuant to this clause (x) to be
Beneficially
     Owned by the FT/DT Parties individually or in the
aggregate
     without any such Persons being Acquiring Persons is
referred
     to herein as the "FT/DT Permitted Level"); and

               (y)  no Person (other than any of the FT/DT
     Parties, individually or collectively) shall become an
     Acquiring Person solely as a result of a reduction in
the
     number of shares of Common Stock outstanding due to the
     repurchase of shares of Common Stock by the Company,
unless
     and until such Person shall purchase or otherwise
become the
     Beneficial Owner of additional shares of Common Stock
     constituting 0.25% or more of the shares of Common
Stock
     then outstanding other than pursuant to a Qualifying
Offer.

     The phrase "then outstanding," when used with reference
to a Person's beneficial ownership of securities of the
Company, shall mean the number of such securities then
issued and outstanding together with the number of such
securities not then actually issued and outstanding which
such Person would be deemed to beneficially own hereunder.
The term "Permitted Standstill Limit" shall mean the maximum
number of Voting Securities permitted to be Beneficially
Owned by FT, DT and their Affiliates and Associates,
individually or in the aggregate, under Sections 2.1(a)(i),
2.1(a)(ii) and 2.3 of the Standstill Agreement (but not
Sections 2.1(a)(iii) or 2.2 thereof or Section 2.3 thereof
to the extent based upon an applicable Percentage Limitation
as determined by Section 2.1(a)(iii) or 2.2 thereof);
provided that if the Standstill Agreement is terminated or
the provisions of Section 2.1(a)(ii) have expired, the term
"Permitted Standstill Limit" shall mean the maximum number
of Voting Securities that would have been permitted to be
Beneficially Owned by FT, DT and their Affiliates and
Associates under Sections 2.1(a)(i), 2.1(a)(ii) and 2.3 of
the Standstill Agreement (but not Sections 2.1(a)(iii) or
2.2 thereof or Section 2.3 thereof to the extent based upon
an applicable Percentage Limitation as determined by Section
2.1(a)(iii) or 2.2 thereof) had the Standstill Agreement not
been so terminated or Section 2.1(a)(ii) not so expired.

<PAGE>

     2.   Section 1(d) of the Rights Agreement is hereby
deleted in its entirety and a new Section 1(d) set forth
below
shall be substituted in lieu thereof:

                    (d)  "Affiliate" and "Associate" shall
have
the respective meanings ascribed to such terms in Rule 12b-2
of
the General Rules and Regulations under the Exchange Act;
provided, however, that when used to indicate a relationship
with
the FT/DT Parties, the terms "Affiliate" and "Associate"
shall
have the respective meanings set forth in the Standstill
Agreement.

               3.   Section 1(h) of the Rights Agreement is
hereby
deleted in its entirety and a new Section 1(h) set forth
below
shall be substituted in lieu thereof:

                    (h)  "Common Stock" shall mean the
common
stock, par value $2.50 per share, of the Company, and the
Class A
Common Stock, par value $2.50 per share, of the Company,
taken
together, except that "Common Stock" when used with
reference to
any Person other than the Company shall mean the capital
stock of
such Person with the greatest voting power, or the equity
securities or other equity interest having power to control
or
direct the management, of such Person.

          4.   Section 1(ee) of the Rights Agreement is
hereby deleted
in its entirety and a new Section 1(ee) set forth below
shall be
substituted in lieu thereof:

               (ee) "Stock Acquisition Date" shall mean the
first
date of public announcement (which, for purposes of this
definition, shall include, without limitation, a report
filed
pursuant to Section 13(d) under the Exchange Act) by the
Company
or an Acquiring Person that an Acquiring Person has become
such;
provided, however, that a Stock Acquisition Date shall not
be
deemed to have occurred if any Person (including the FT/DT
Parties, individually or in the aggregate) shall have
inadvertently become an Acquiring Person and within ten days
after the date upon which the Company shall first become
aware of
the occurrence of such an event, the Board of Directors in
its
sole discretion (1) approves the beneficial ownership
interest
then held by such Person, or (2) provides such Person a
thirty
day period to divest a sufficient number of Voting
Securities so
as to decrease the beneficial ownership of such Person to
less
than 20% of the shares of Common Stock then outstanding (or
in
the case of the FT/DT Parties (individually or in the
aggregate),
to not more than the FT/DT Permitted Level) and such Person
or
the FT/DT Parties have so divested at the end of any such
thirty
day period.

          5.   Section 1 of the Rights Agreement is hereby
amended by
adding the following definitions at the end of such Section:

               (kk) "Vote" shall mean, with respect to any
entity, the
ability to cast a vote at a stockholders', members' or
comparable
meeting of  such entity with respect to the election of
directors,

<PAGE>

managers or other members of such entity's governing body,
or the
ability to cast a general partnership or comparable vote,
provided that
with respect to the Company, for so long as the Class A
Stock (as
defined in the Standstill Agreement) is outstanding, the
term "Vote"
shall mean the ability to exercise general voting power
(other than with
respect to the election of directors) at a meeting of the
stockholders of
the Company.

               (ll) "Voting Power" shall mean, with respect
to
any entity as at any date, the aggregate number of Votes
outstanding as at such date in respect of such entity.

               (mm) "Voting Securities" shall mean the
Common
Stock, the Class A Preference Stock (as defined in the
Standstill
Agreement) and any other securities of the Company the
holders of
which are ordinarily, in the absence of contingencies,
entitled
to Vote, even though the right to such Vote has been
suspended by
the happening of such a contingency.

          6.   Section 3(a) of the Rights Agreement is
hereby amended
by adding, after the words "such Person would be the
Beneficial
Owner of 20% or more of the shares of Common Stock then
outstanding," the following language:  "(or in the case of
the
FT/DT Parties (individually or in the aggregate), shares in
excess of the FT/DT Permitted Level)."

          7.   Section 11(a) of the Rights Agreement is
hereby amended
by adding the following at the end thereof:

               (iv) Notwithstanding anything in Section
11(a)(ii)
to the contrary, there shall not be deemed to have occurred
a
Section 11(a)(ii) Event if a Person shall have inadvertently
become the Beneficial Owner of 20% or more of the shares of
Common Stock then outstanding (or in the case of the FT/DT
Parties, (individually or in the aggregate) shares in excess
of
the FT/DT Permitted Level) and within ten days after the
date
upon which the Company shall first become aware of the
occurrence
of such an event, the Board of Directors in its sole
discretion
(1) approves the beneficial ownership interest then held by
such
Person or the FT/DT Parties (individually and in the
aggregate),
or (2) provides such Person or the FT/DT Parties a thirty
day
period to divest a sufficient number of Voting Securities so
as
to decrease the beneficial ownership of such Person to less
than
20% of the shares of Common Stock then outstanding (or in
the
case of the FT/DT Parties (individually or in the
aggregate), to
not more than the FT/DT Permitted Level) and such Person or
the
FT/DT Parties have so divested at the end of any such thirty
day
period.

          8.   Section 13(a) of the Rights Agreement is
hereby amended
by adding, after the words "such Person would be the
Beneficial
Owner of 20% or more of the shares of Common Stock then
outstanding," the following language: "(or in the case of
the FT/
DT Parties (individually or in the aggregate), shares in
excess
of the FT/DT Permitted Level)."

<PAGE>

          9.   The Rights Agreement, as amended by this
Second
Amendment, shall remain in full force and effect in
accordance
with its terms.  This Second Amendment may be executed in
one or
more counterparts.

<PAGE>

          IN WITNESS WHEREOF, the parties have caused this
Second
Amendment to be duly executed, as of the date first above
written.


                                        SPRINT CORPORATION


                                        By:  /s/ Don A.
Jensen
                                               Name:  Don A.
Jensen
                                               Title:  Vice
President


     Attest:

     By:  /s/ Michael T. Hyde
            Name:  Michael T. Hyde
            Title:  Assistant Secretary


                                        UMB BANK, N.A.


                                        By:  /s/ Nancy L.
Hoffman
                                               Name:  Nancy
L. Hoffman
                                               Title:  Vice
President


     Attest:

     By:  /s/ Fred D. Deay, II
            Name:  Fred D. Deay, II
            Title:  Asst. Secretary




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission