<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
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 or (I.R.S. Employer
organization) Identification No.)
2330 Shawnee Mission Parkway
Westwood, Kansas 66205
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on
to be so registered which
each class is to be
registered
___% Exchangeable Notes Due New York Stock Exchange
March ___, 2000
If this Form relates to the registration 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:
___________________________________________________________
(Title of class)
__________________________________________________________
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
Registered.
The DESCRIPTION OF THE DECS in the Preliminary Prospectus
Supplement filed with the Securities and Exchange Commission
pursuant to Rule 424(b)(5) under the Securities Act of 1933,
as amended, on March 7, 1995, is hereby incorporated by
reference and the DESCRIPTION OF THE DECS in the Final
Prospectus Supplement, when filed, shall be deemed to be
incorporated herein by reference.
Item 2. Exhibits.
1. Indenture, dated as of July 1, 1992, between Sprint
Corporation and The First National Bank of Chicago as trustee,
as filed with the Commission as Exhibit 4-A to a
Registration Statement filed on Form S-3 (No. 33-48689) is
incorporated herein by reference.
2. First Supplemental Indenture, dated as of March ___,
1995, to the Indenture.
3. Form of Notes, included as Exhibit A to Exhibit 2
hereof.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Sprint Corporation
By: /s/ Don A. Jensen
Date: March 13, 1995 Name: Don A. Jensen
Title: Vice-President and
Secretary
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EXHIBIT INDEX
Exhibit Description Page
No.
<S> <C> <C>
2 First Supplemental Indenture, dated as
of March ___, 1995, to the Indenture.
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Exhibit 2
FIRST SUPPLEMENTAL INDENTURE dated as of March __,
1995 (this "Supplemental Indenture"), made and entered into
by and between SPRINT CORPORATION, a corporation organized
and existing under the laws of the State of Kansas having
its principal office at 2330 Shawnee Mission Parkway,
Westwood, Kansas 66205 (the "Company"), and THE FIRST
NATIONAL BANK OF CHICAGO, a national banking association
duly organized and existing under the laws of the United
States, as trustee (the "Trustee").
WHEREAS the Company entered into an Indenture
dated as of July 1, 1992 (the "Basic Indenture") with the
Trustee, for the purposes of issuing its unsecured
debentures, notes or other evidences of indebtedness to be
issued in one or more series (the "Securities"), in such
principal amount or amounts as may from time to time be
authorized by or pursuant to the authority granted in one or
more resolutions of the Board of Directors of the Company;
and
WHEREAS the Company proposes to issue a series of
Securities denominated its "____ Exchangeable Notes Due
March ___, 2000" representing up to 4,342,729 of its "Debt
Exchangeable for Common Stock" (such Securities being
referred to herein as the "DECS"), the principal amount at
Maturity of which is mandatorily exchangeable into shares of
Common Stock, par value $1.00 per share ("SNET Common
Stock"), of Southern New England Telecommunications
Corporation ("SNET"), or, at the option of the Company,
cash, in either case at the Exchange Rate as described
herein; and
WHEREAS Sections 901 (7) and (9) of the Basic
Indenture provide that without the consent of the Holders of
Securities, the Company, when authorized by Board
Resolution, and the Trustee may enter into one or more
indentures supplemental to the Basic Indenture, in form
satisfactory to the Trustee, (a) to establish the form or
terms of Securities of any series as permitted by
Sections 201 and 301 thereof and (b) to cure any ambiguity,
to correct or supplement any provision in the Basic
Indenture which may be inconsistent with any other provision
of the Basic Indenture or to make any other provisions with
respect to matters or questions arising under the Basic
Indenture, provided that such action shall not adversely
affect the interests of the Holders of Securities of any
series in any material respect; and
WHEREAS the entry into this Supplemental Indenture
by the parties hereto is in all respects authorized by the
provisions of the Basic Indenture; and
WHEREAS all things necessary to make this
Supplemental Indenture a valid agreement of the Company in
accordance with its terms have been done:
NOW, THEREFORE:
For and in consideration of the premises and
purchase of the Securities by the Holders thereof, it is
mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders, without preference,
priority or distinction of any of the Securities over any of
the others by reason of difference in series or priority in
time of issuance, negotiation or maturity thereof, or
otherwise except as otherwise provided in the Basic
Indenture or this Supplemental Indenture, as follows:
SECTION 1. The Basic Indenture is hereby amended
by amending Section 301 of the Basic Indenture by (i) adding
as a new subsection (18) the following: "(18) the
obligation, if any, of the Company to permit the conversion
or exchange of the Securities of such series into other
securities (whether or not issued by, or the obligation of,
the Company), and the terms and conditions upon which such
conversion or exchange shall be effected (including, without
limitation, the initial conversion or exchange price or
rate, the conversion or exchange period and any other
provision in addition to or in lieu of those set forth in
this Indenture relative to such obligation); and"; and by
(ii) renumbering current subsection (18) of Section 301 to
subsection (19).
SECTION 2. The Basic Indenture is hereby amended,
solely with respect to a series of Securities that consists
of DECS, as follows:
(a) By amending Section 101 to add new
definitions thereto, in the appropriate alphabetical
sequence, as follows:
"Business Day" for purposes of the DECS has the
meaning specified in Section 1401.
"Closing Price" has the meaning specified in
Section 1401.
"Extraordinary Cash Dividend" has the meaning
specified in Section 1403.
"Initial Price" has the meaning specified in
Section 1401.
"Maturity Price" has the meaning specified in
Section 1401.
"SNET" has the meaning specified in Section 1401.
"SNET Common Stock" has the meaning specified in
Section 1401.
"SNET Successor" has the meaning specified in
Section 1403.
"NYSE" has the meaning specified in Section 1401.
"Reorganization Event" has the meaning specified
in Section 1403.
"Threshold Appreciation Price" has the meaning
specified in Section 1401.
"Trading Day" has the meaning specified in
Section 1401.
"Transaction Value" has the meaning specified in
Section 1403.
(b) By amending Section 902(1) of the Basic
Indenture by adding to the end thereof the following: "or
change the terms under which the DECS are exchangeable as
set forth in Article Fourteen".
(c) By adding the following Article Fourteen:
"ARTICLE FOURTEEN
EXCHANGE OF DECS
SECTION 1401. Exchange at Maturity. At Maturity,
the principal amount payable with respect to each DECS shall
be automatically and mandatorily exchanged into a number of
shares of Common Stock, par value $1.00 ("SNET Common
Stock"), of Southern New England Telecommunications
Corporation ("SNET") at the Exchange Rate (as defined
below). As a result, Holders of the DECS may not receive a
payment representing the principal amount of such DECS. The
"Exchange Rate" is equal to, subject to adjustment as a
result of certain dilution events relating to the SNET
Common Stock as provided for in Section 1403, (a) if the
Maturity Price (as defined below) is greater than or equal
to $_____ per share of SNET Common Stock (the "Threshold
Appreciation Price"), [ ] shares of SNET Common Stock
per DECS, (b) if the Maturity Price is less than the
Threshold Appreciation Price but is greater than $_____ per
share of SNET Common Stock (the "Initial Price"), a
fractional share of SNET Common Stock per DECS so that the
value thereof (determined at the Maturity Price) is equal to
the Initial Price (such fractional share being calculated to
the nearest 1/10,000th of a share or, if there is not a
nearest 1/10,000th of a share, to the next highest
1/10,000th of a share) and (c) if the Maturity Price is less
than or equal to the Initial Price, one share of SNET Common
Stock per DECS. No fractional shares of SNET Common Stock
will be issued at Maturity as provided in Section 1402.
Notwithstanding the foregoing, the Company may, at its
option in lieu of delivering shares of SNET Common Stock,
deliver cash in an amount (calculated to the nearest 1/100th
of a dollar per DECS or, if there is not a nearest 1/100th
of a dollar, then to the next higher 1/100th of a dollar)
equal to the value of such number of shares of SNET Common
Stock at the Maturity Price. In determining the amount of
cash deliverable in exchange for the DECS in lieu of shares
of SNET Common Stock pursuant to the prior sentence hereof,
if more than one DECS shall be surrendered for exchange at
one time by the same Holder, the amount of cash which shall
be delivered upon exchange shall be computed on the basis of
the aggregate number of DECS so surrendered at Maturity.
The "Maturity Price" is defined as the average
Closing Price per share of SNET Common Stock on the 20
Trading Days immediately prior to, but not including, the
Maturity Date. The "Closing Price" of any security on any
date of determination means the closing sale price (or, if
no closing price is reported, the last reported sale price)
of such security on the New York Stock Exchange (the "NYSE")
on such date or, if such security is not listed for trading
on the NYSE on any such date, as reported in the composite
transactions for the principal United States securities
exchange on which such security is so listed, or if such
security is not so listed on a United States national or
regional securities exchange, as reported by the National
Association of Securities Dealers, Inc. Automated Quotation
System, or, if such security is not so reported, the last
quoted bid price for such security in the over-the-counter
market as reported by the National Quotation Bureau or
similar organization, or, if such bid price is not
available, the market value of such security on such date as
determined by a nationally recognized independent investment
banking firm retained for this purpose by the Company. A
"Trading Day" is defined as a day on which the security the
Closing Price of which is being determined (A) is not
suspended from trading on any national or regional
securities exchange or association or over-the-counter
market at the close of business and (B) has traded at least
once on the national or regional securities exchange or
association or over-the-counter market that is the primary
market for the trading of such security. "Business Day"
means any day that is not a Saturday, a Sunday or a day on
which the NYSE, banking institutions or trust companies in
The City of New York are authorized or obligated by law or
executive order to close.
SECTION 1402. No Fractional Shares. No
fractional shares or script representing fractional shares
of SNET Common Stock shall be issued or delivered upon the
exchange at Maturity of any DECS. If more than one DECS
shall be surrendered for exchange at one time by the same
Holder, the number of full shares of SNET Common Stock which
shall be delivered upon exchange, in whole or in part, as
the case may be, shall be computed on the basis of the
aggregate number of DECS so surrendered at Maturity.
Instead of any fractional share of SNET Common Stock which
would otherwise be deliverable upon exchange of any DECS at
Maturity, the Company, through any applicable Paying Agent,
shall make a cash payment in respect of such fractional
interest in an amount equal to the value of such fractional
shares at the Maturity Price. The Company shall, upon
exchange of any DECS, provide cash to any applicable Paying
Agent in an amount equal to the cash payable with respect to
any fractional shares of SNET Common Stock deliverable upon
exchange of such DECS, and the Company shall retain such
fractional shares of SNET Common Stock.
SECTION 1403. Adjustment of Exchange Rate.
(a) Adjustment for Distributions,
Reclassifications, etc.
The Exchange Rate shall be subject to adjustment
from time to time as follows:
(i) If SNET shall:
(A) pay a dividend or make a
distribution with respect to the SNET
Common Stock in shares of such stock;
(B) subdivide or split the
outstanding shares of SNET Common Stock
into a greater number of shares;
(C) combine the outstanding
shares of SNET Common Stock into a
smaller number of shares; or
(D) issue by reclassification
of shares of SNET Common Stock any
shares of common stock of SNET;
then, in any such event, the Exchange Rate in effect
immediately prior to such event shall each be adjusted
so that the holder of any DECS shall thereafter be
entitled to receive, upon mandatory exchange of the
principal amount of such DECS at Maturity, as set forth
in Section 1401, the number of shares of SNET Common
Stock which such holder would have owned or been
entitled to receive immediately following any event
described above had such DECS been exchanged
immediately prior to such event or any record date with
respect thereto. Each such adjustment shall become
effective at the opening of business on the Business
Day next following the record date for determination of
holders of SNET Common Stock entitled to receive such
dividend or distribution in the case of a dividend or
distribution and shall become effective immediately
after the effective date in the case of a subdivision,
split, combination or reclassification. Each such
adjustment shall be made successively.
(ii) If SNET shall, after the date hereof, issue
rights or warrants to all holders of SNET Common Stock
entitling them to subscribe for or purchase shares of
SNET Common Stock (other than rights to purchase SNET
Common Stock pursuant to a plan for the reinvestment of
dividends or interest) at a price per share less than
the current market price of SNET Common Stock
(determined for purposes of this clause (ii) as the
average Closing Price per share of SNET Common Stock on
the 20 Trading Days immediately prior to the date such
rights or warrants are issued), then in each case the
Exchange Rate shall be adjusted by multiplying the
Exchange Rate in effect immediately prior to the date
of issuance of such rights or warrants, by a fraction,
of which the numerator shall be the number of shares of
SNET Common Stock outstanding on the date of issuance
of such rights or warrants, immediately prior to such
issuance, plus the number of additional shares of SNET
Common Stock offered for subscription or purchase
pursuant to such rights or warrants, and of which the
denominator shall be the number of shares of SNET
Common Stock outstanding on the date of issuance of
such rights or warrants, immediately prior to such
issuance, plus the number of additional shares of SNET
Common Stock which the aggregate offering price of the
total number of shares of SNET Common Stock so offered
for subscription or purchase pursuant to such rights or
warrants would purchase at such current market price
(calculated as the average Closing Price per share of
SNET Common Stock on the 20 Trading Days immediately
prior to the date such rights or warrants are issued),
which shall be determined by multiplying such total
number of shares by the exercise price of such rights
or warrants and dividing the product so obtained by
such current market price. Such adjustment shall
become effective at the opening of business on the
Business Day next following the record date for the
determination of stockholders entitled to receive such
rights or warrants. To the extent that shares of SNET
Common Stock are not delivered after the expiration of
such rights or warrants, the Exchange Rate shall be
readjusted to the Exchange Rate which would then be in
effect had such adjustments for the issuance of such
rights or warrants been made upon the basis of delivery
of only the number of shares of SNET Common Stock
actually delivered. Each such adjustment shall be made
successively.
(iii) If SNET shall pay a dividend or make a
distribution to all holders of SNET Common Stock of
evidences of its indebtedness or other assets
(excluding any dividends or distributions referred to
in subparagraph (i) above or any ordinary periodic cash
dividends that do not constitute Extraordinary Cash
Dividends (as defined in clause (vi) below)) or shall
issue to all holders of SNET Common Stock rights or
warrants to subscribe for or purchase any of its
securities (other than those referred to in
subparagraph (ii) above), then in each such case, the
Exchange Rate shall be adjusted by multiplying the
Exchange Rate in effect on the record date mentioned
below, by a fraction of which the numerator shall be
the current market price per share of the SNET Common
Stock on the record date for the determination of
stockholders entitled to receive such dividend or
distribution (such current market price being
determined for purposes of this clause (iii) as the
average Closing Price per share of SNET Common Stock on
the 20 Trading Days immediately prior to such record
date), and of which the denominator shall be such
current market price per share of SNET Common Stock
less the fair market value (as determined by the Board
of Directors of the Company, whose determination shall
be conclusive, and described in a resolution adopted
with respect thereto) as of such record date of the
portion of the assets or evidences of indebtedness so
distributed or of such subscription rights or warrants
applicable to one share of SNET Common Stock. Each
such adjustment shall become effective on the opening
of business on the Business Day next following the
record date for the determination of stockholders
entitled to receive such dividend or distribution.
Each such adjustment shall be made successively.
(iv) Any shares of SNET Common Stock issuable in
payment of a dividend shall be deemed to have been
issued immediately prior to the close of business on
the record date for such dividend for purposes of
calculating the number of outstanding shares of SNET
Common Stock under subparagraph (ii) above.
(v) All adjustments to the Exchange Rate shall be
calculated to the nearest 1/10,000th of a share of SNET
Common Stock (or if there is not a nearest 1/10,000th
of a share to the next lower 1/10,000th of a share).
No adjustment in the Exchange Rate shall be required
unless such adjustment would require an increase or
decrease of at least one percent therein; provided,
however, that any adjustments which by reason of this
subparagraph are not required to be made shall be
carried forward and taken into account in any
subsequent adjustment. If an adjustment is made to the
Exchange Rate pursuant to subparagraph (i), (ii) or
(iii) of this Section 1403(a), an adjustment shall also
be made to the Maturity Price solely to determine which
of paragraphs (a), (b) or (c) of the definition of
Exchange Rate in Section 1401 will apply at Maturity.
The required adjustment shall be determined by
multiplying the Maturity Price by the number determined
under subparagraph (i), (ii) or (iii) by which the then
existing Exchange Rate was multiplied to adjust such
rate. This subparagraph (v) shall be so used to adjust
the definition of Maturity Price only as such term is
used for the first time in each of subparagraphs (a),
(b) and (c) of the definition of Exchange Rate.
(vi) For purposes of the foregoing, the term
"Extraordinary Cash Dividend" shall mean, with respect
to any consecutive 365-day period, any cash dividend
with respect to SNET Common Stock the amount of which,
together with the aggregate amount of all other such
cash dividends on the SNET Common Stock occurring in
such 365-day period, exceeds on a per share basis 10%
of the average of the Closing Prices per share of the
SNET Common Stock over such 365-day period, and for
purposes of applying the formula set forth in
clause (iii) above, the fair market value of such
dividends being calculated pursuant to such
clause (iii) shall be equal to (x) the aggregate amount
of such cash dividend together with the amounts of such
other cash dividends occurring in such period minus
(y) the aggregate amount of such other cash dividends
occurring in such period for which a prior adjustment
in the Exchange Rate was previously made under this
Section 1403(a). In making the determinations required
by the foregoing sentence, the amount of cash dividends
paid on a per share basis shall be appropriately
adjusted to reflect the occurrence during such period
of any event described in Section 1403(a).
(b) Adjustment for Consolidation, Merger or Other
Reorganization Event. In the event of (i) any consolidation
or merger of SNET, or any surviving entity or subsequent
surviving entity of SNET (a "SNET Successor"), with or into
another entity (other than a merger or consolidation in
which SNET is the continuing corporation and in which the
SNET Common Stock outstanding immediately prior to the
merger or consolidation is not exchanged for cash,
securities or other property of SNET or another
corporation), (ii) any sale, transfer, lease or conveyance
to another corporation of the property of SNET, or any SNET
Successor as an entirety or substantially as an entirety,
(iii) any statutory exchange of securities of SNET or any
SNET successor with another corporation (other than in
connection with a merger or acquisition) or (iv) any
liquidation, dissolution or winding up of SNET or any SNET
Successor (any such event, a "Reorganization Event"), the
Exchange Rate used to determine the amount payable upon
exchange at Maturity for each DECS will be adjusted to
provide that each holder of DECS will receive at Maturity
cash in an amount equal to (a) if the Transaction Value (as
defined below) is greater than or equal to the Threshold
Appreciation Price, _____ multiplied by the Transaction
Value, (b) if the Transaction Value is less than the
Threshold Appreciation Price but greater than the Initial
Price, the Initial Price and (c) if the Transaction Value is
less than or equal to the Initial Price, the Transaction
Value. "Transaction Value" means (x) for any cash received
in any such Reorganization Event, the amount of cash
received per share of SNET Common Stock, (y) for any
property other than cash or securities received in any such
Reorganization Event, an amount equal to the market value at
Maturity of such property received per share of SNET Common
Stock as determined by a nationally recognized independent
investment banking firm retained for this purpose by the
Company and (z) for any securities received in any such
Reorganization Event, an amount equal to the average Closing
Price per share of such securities on the 20 Trading Days
immediately prior to Maturity, multiplied by the number of
such securities received for each share of SNET Common
Stock. Notwithstanding the foregoing, in lieu of delivering
cash as provided above, the Company may at its option
deliver an equivalent value of securities or other property
received in such Reorganization Event, determined in
accordance with clause (y) or (z) above, as applicable. The
kind and amount of securities into which the DECS shall be
exchangeable after consummation of such transaction shall be
subject to adjustment as described in paragraph (a) above
following the date of consummation of such transaction.
SECTION 1404. Notice of Adjustments and Certain
Other Events.
(a) Whenever the Exchange Rate is adjusted as
herein provided, the Company shall:
(i) forthwith compute the adjusted Exchange Rate
in accordance with Section 1403 and prepare a
certificate signed by an officer of the Company setting
forth the adjusted Exchange Rate, the method of
calculation thereof in reasonable detail, and the facts
requiring such adjustment and upon which such
adjustment is based, which certificate shall be
conclusive, final and binding evidence of the
correctness of the adjustment, and file such
certificate forthwith with the Trustee for the DECS;
and
(ii) within 10 Business Days following the
occurrence of an event that permits or requires an
adjustment to the Exchange Rate pursuant to
Section 1403 (or if the Company is not aware of such
occurrence, as soon as practicable after becoming so
aware), provide written notice to the Trustee and to
the Holders of the Outstanding DECS of the occurrence
of such event and a statement in reasonable detail
setting forth the method by which the adjustment to the
Exchange Rate was determined and setting forth the
revised Exchange Rate per DECS.
(b) In case at any time while any of the DECS are
outstanding the Company receives notice that:
(i) SNET shall declare a dividend (or any other
distribution) on or in respect of the SNET Common Stock
to which Section 1403(a)(i) or (ii) shall apply (other
than any cash dividends and distributions, if any, paid
from time to time by SNET that do not constitute
Extraordinary Cash Dividends);
(ii) SNET shall authorize the issuance to all
holders of SNET Common Stock of rights or warrants to
subscribe for or purchase shares of SNET Common Stock
or of any other subscription rights or warrants;
(iii) there shall occur any conversion or
reclassification of SNET Common Stock (other than a
subdivision or combination of outstanding shares of
such SNET Common Stock) or any consolidation, merger or
reorganization to which SNET is a party and for which
approval of any stockholders of SNET is required, or
the sale or transfer of all or substantially all of the
assets of SNET; or
(iv) there shall occur the voluntary or
involuntary dissolution, liquidation or winding up of
SNET;
then the Company shall promptly cause to be delivered to the
Trustee and any applicable Paying Agent and filed at the
office or agency maintained for the purpose of exchange of
DECS at Maturity in the Borough of Manhattan, in The City of
New York by the Trustee (or any applicable Paying Agent),
and shall promptly cause to be mailed to the Holders of DECS
at their last addresses as they shall appear upon the
registration books of the Security Registrar, at least
10 days before the date hereinafter specified (or the
earlier of the dates hereinafter specified, in the event
that more than one is specified), a notice stating (x) the
date on which a record is to be taken for the purpose of
such dividend, distribution or grant of rights or warrants,
or, if a record is not to be taken, the date as of which the
holders of SNET Common Stock of record to be entitled to
such dividend, distribution or grant of rights or warrants
are to be determined, or (y) the date, if known by the
Company, on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding
up is expected to become effective.
(c) On or prior to seven Business Days preceding
the Stated Maturity of the DECS, the Company will provide
notice to the Holders of record of the DECS and to the
Trustee and will publish a notice in a daily newspaper of
national circulation stating whether the Company has
irrevocably elected to deliver SNET Common Stock or cash (or
any other property or securities that may be delivered
pursuant to Section 1403(b)) upon the mandatory exchange of
the principal amount of the DECS in accordance with
Section 1401.
SECTION 1405. Taxes.
(a) The Company will pay any and all documentary,
stamp, transfer or similar taxes that may be payable in
respect of the transfer and delivery of SNET Common Stock
pursuant hereto; provided, however, that the Company shall
not be required to pay any such tax which may be payable in
respect of any transfer involved in the delivery of SNET
Common Stock in a name other than that in which the DECS so
exchanged were registered, and no such transfer or delivery
shall be made unless and until the Person requesting such
transfer has paid to the Company the amount of any such tax,
or has established, to the satisfaction of the Company, that
such tax has been paid.
(b) The parties hereto hereby agree, and each
Holder of a DECS by its purchase of a DECS hereby agrees:
(i) to treat, for U.S. federal income tax
purposes, each DECS as a unit (the "unit
characterization") consisting of (A) a debt obligation
(the "Exchange Note") with a fixed principal amount and
issue price equal to the principal amount of the DECS,
bearing interest at the stated interest rate, and with
the principal amount unconditionally payable at
Maturity, and (B) a purchase contract (the "Purchase
Contract") pursuant to which the Holder agrees to use
the principal payment due on the Exchange Note to
purchase, at Maturity, the SNET Common Stock to which
the Holder is entitled to receive at that time (subject
to the Company's right to deliver cash in lieu of such
SNET Common Stock), which treatment will require, among
other things, the Holder to include in income as
interest, in accordance with its method of accounting,
payments made with respect to the DECS that are
denominated as interest;
(ii) in the case of an initial purchase, to
allocate the entire purchase price of a DECS to the
Exchange Note and to allocate no part thereof to the
Purchase Contract; and
(iii) to file all U.S. federal, state and local
income and franchise tax returns consistent with the
unit characterization (unless required otherwise by an
applicable taxing authority).
SECTION 1406. Shares Free and Clear. The Company
hereby warrants that upon exchange of a DECS at Maturity
pursuant to this Indenture, the Holder of a DECS shall
receive all rights held by the Company in the SNET Common
Stock for which such DECS is at such time exchangeable
pursuant to this Indenture, free and clear of any and all
liens, claims, charges and encumbrances other than any
liens, claims, charges and encumbrances which may have been
placed on any SNET Common Stock by the prior owner thereof,
prior to the time such SNET Common Stock was acquired by the
Company. Except as provided in Section 1405(a), the Company
will pay all taxes and charges with respect to the delivery
of SNET Common Stock delivered in exchange for DECS
hereunder. In addition, the Company further warrants that
any SNET Common Stock so delivered in exchange for DECS
hereunder shall be free of any transfer restrictions (other
than such as are solely attributable to any Holder's status
as an affiliate of SNET).
SECTION 1407. Cancellation of Security.
Upon receipt by the Trustee of DECS delivered to
it for exchange under this Article Fourteen, the Trustee
shall cancel and dispose of the same as provided in Section
309.
SECTION 1408. Limitations on Trading During
Certain Days.
The Company hereby agrees that it will not, and it
will cause each of its Majority-Owned Subsidiaries (as
defined below) not to, buy or sell shares of SNET Common
Stock for their own account during the 20 Trading Days prior
to the Stated Maturity of the DECS. For purposes hereof,
"Majority-Owned Subsidiary" with respect to the Company
means a subsidiary more than 50% of whose outstanding
securities representing the right, other than as affected by
events of default, to vote for the election of directors, is
owned by the Company and/or one or more of the Company's
other Majority-Owned Subsidiaries."
(d) By amending the table of contents of the
Basic Indenture to reflect the additions described in
subsections (a) and (c) of this Section 2.
SECTION 3. The form of DECS attached hereto as
Exhibit A is hereby adopted, pursuant to Section 901(7) of
the Indenture, as a form of Securities of a series that
consists of DECS.
SECTION 4. The Basic Indenture, as supplemented
and amended by this Supplemental Indenture and all other
indentures supplemental thereto, is in all respects ratified
and confirmed, and the Basic Indenture, this Supplemental
Indenture and all indentures supplemental thereto shall be
read, taken and construed as one and the same instrument.
SECTION 5. If any provision hereof limits,
qualifies or conflicts with another provision hereof which
is required to be included in this Supplemental Indenture by
any of the provisions of the Trust Indenture Act, such
required provision shall control.
SECTION 6. All covenants and agreements in this
Supplemental Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.
SECTION 7. In case any provision in this
Supplemental Indenture or in the Securities of any series
shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions (or
of the other series of Securities) shall not in any way be
affected or impaired thereby.
SECTION 8. Nothing in this Supplemental
Indenture, expressed or implied, shall give to any Person,
other than the parties hereto and their successors
hereunder, and the Holders of each series of Securities any
benefit or any legal or equitable right, remedy or claim
under this Supplemental Indenture.
SECTION 9. This Supplemental Indenture and each
Security of any series shall be deemed to be a contract made
under the laws of the State of New York and this
Supplemental Indenture and each such Security shall be
governed by and construed in accordance with the laws of the
State of New York.
SECTION 10. All terms used in this Supplemental
Indenture not otherwise defined herein that are defined in
the Basic Indenture shall have the meanings set forth
therein.
SECTION 11. This Supplemental Indenture may be
executed in any number of counterparts, each of which shall
be an original; but such counterparts shall together
constitute but one and the same instrument.
SECTION 12. The recitals contained herein and in
the Securities, except the certificate of authentication of
the Trustee thereon, shall be taken as statements of the
Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the
validity or sufficiency of the Basic Indenture, this
Supplemental Indenture or of the Securities and shall not be
accountable for the use or application by the Company of the
Securities or the proceeds thereof.
IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
SPRINT CORPORATION
By: _____________________
Name:
Title:
Attest:
_______________________
THE FIRST NATIONAL
BANK OF CHICAGO, as Trustee,
By: _______________________
Name:
Title:
Attest:
_________________________
<PAGE>
Exhibit A
CUSIP NO.
[Form of Face of DECS]
Sprint Corporation
DECS_
(Debt Exchangeable for Common Stock_)
______% Exchangeable Note due March __, 2000
(Subject to Exchange at Maturity into Shares of
Common Stock, Par Value $1.00 Per Share,
of Southern New England Telecommunications Corporation)
Sprint Corporation, a Kansas corporation
(hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
Cede & Co. or registered assigns, the principal sum of
______________ DOLLARS (or $_____ for each Debt Exchangeable
for Common Stock (each, a "DECS") represented by this note)
on March __, 2000 (subject to the mandatory exchange
provisions at Maturity described below), and to pay interest
(computed on the basis of a 360-day year of twelve 30-day
months) thereon from March __, 1995, or from the most recent
Interest Payment Date to which interest has been paid or
duly provided for on January 15, April 15, July 15 and
October 15 in each year, commencing April 15, 1995, at the
rate per annum specified in the title of this note computed
quarterly for each Holder (a) in the case of the first
quarterly interest payment payable on April 15, 1994, $_____
per DECS multiplied by the aggregate number of DECS
registered in such Holder's name and (b) in the case of each
quarterly interest payment thereafter, $______ per DECS
multiplied by the aggregate number of DECS registered in
such Holder's name (in each of (a) and (b), calculated to
the nearest 1/100th of a dollar or, if there is not a
nearest 1/100th of a dollar, then to the next higher 1/100th
of a dollar), until the principal hereof is paid or made
available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest
Payment Date will, as provided in said Indenture, be paid to
the Person in whose name this DECS (or one or more
Predecessor Securities) is registered at the close of
business on December 31, March 31, June 30 or September 30,
as the case may be, next preceding such Interest Payment
Date. In any case where such Interest Payment Date shall
not be a Business Day, then (notwithstanding any other
provision of said Indenture or this DECS) payment of such
interest need not be made on such date, but may be made on
the next succeeding Business Day with the same force and
effect as if made on such date, and, if such payment is so
made, no interest shall accrue for the period from and after
such date. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the
registered Holder on December 31, March 31, June 30 or
September 30, as the case may be, and may be paid to the
Person in whose name this DECS (or one or more Predecessor
Securities) is registered at the close of business on a
record date for the payment of such interest to be fixed by
the Trustee for the DECS, notice whereof shall be given to
Holders of the DECS not less than 10 days prior to such
record date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any
securities exchange on which the DECS may be listed, and
upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.
At Maturity, the principal amount of this DECS
will be mandatorily exchanged into a number of shares of
common stock, par value $1.00 per share ("SNET Common
Stock"), of Southern New England Telecommunications
Corporation ("SNET") at the Exchange Rate (as defined below)
and, as a result, the Holder of this DECS will not
necessarily receive an amount equal to the principal amount
hereof. The "Exchange Rate" is equal to, subject to
adjustment as a result of certain dilution events relating
to the SNET Common Stock as provided for in the Indenture,
(a) if the Maturity Price (as defined below) is greater than
or equal to $_____ per share of SNET Common Stock (the
"Threshold Appreciation Price"), ____ shares of SNET Common
Stock per DECS, (b) if the Maturity Price is less than the
Threshold Appreciation Price but is greater than $_____ per
share of SNET Common Stick (the "Initial Price"), a
fractional share of SNET Common Stock per DECS so that the
value thereof (determined at the Maturity Price) is equal to
the Initial Price (such fractional share being calculated to
the nearest 1/10,000th of a share or, if there is not a
nearest 1/10,000th of a share, to the next higher 1/10,000th
of a share) and (c) if the Maturity Price is less than or
equal to the Initial Price, one share of SNET Common Stock
per DECS. No fractional shares of SNET Common Stock will be
issued at Maturity as provided in the Indenture.
Notwithstanding the foregoing, the Company may, at its
option in lieu of delivering shares of SNET Common Stock,
deliver cash in an amount equal to the value of such number
of shares of SNET Common Stock at the Maturity Price as
provided in the Indenture.
The "Maturity Price" is defined as the average
Closing Price per share of SNET Common Stock on the 20
Trading Days immediately prior to Maturity. The "Closing
Price" of any security on any date of determination means
the closing sale price (or, if no closing price is reported,
the last reported sale price) of such security on the New
York Stock Exchange (the "NYSE") on such date or, if such
security is not listed for trading on the NYSE on any such
date, as reported in the composite transactions for the
principal United States securities exchange on which such
security is so listed, or if such security is not so listed
on a United States national or regional securities exchange,
as reported by the National Association of Securities
Dealers, Inc. Automated Quotation System, or, if such
security is not so reported, the last quoted bid price for
such security in the over-the-counter market as reported by
the National Quotation Bureau or similar organization, or,
if such bid price is not available, the market value of such
security on such date as determined by a nationally
recognized independent investment banking firm retained for
this purpose by the Company. A "Trading Day" is defined as
a Business Day on which the security the Closing Price of
which is being determined (A) is not suspended from trading
on any national or regional securities exchange or
association or over-the-counter market at the close of
business and (B) has traded at least once on the national or
regional securities exchange or association or over-the-
counter market that is the primary market for the trading of
such security. "Business Day" means any day that is not a
Saturday, a Sunday or a day on which the NYSE, banking
institutions or trust companies in The City of New York,
New York are authorized or obligated by law or executive
order to close.
Interest on this DECS will be payable, and
delivery of SNET Common Stock (or, at the Company's option,
cash in an amount equal to the value of such SNET Common
Stock) in exchange for the principal amount of this DECS at
Maturity will be made upon surrender of this DECS, at the
office or agency of the Company maintained for that purpose
in The City of New York, New York, and payment of interest
on (and, if the Company elects not to deliver SNET Common
Stock upon exchange at Maturity, the cash equivalent thereof
payable upon exchange for the principal amount of) this DECS
will be made in such coin or currency of the United States
of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that
at the option of the Company payment of interest may be made
by check mailed to the address of the Person entitled
thereto as such address shall appear on the Securities
Register.
ADDITIONAL PROVISIONS OF THIS DECS ARE CONTAINED
ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee for this
DECS by manual signature, this DECS shall not be entitled to
any benefit under the Indenture, or be valid or obligatory
for any purpose.
DECS and Debt Exchangeable for Common Stock are
service marks of Salomon Brothers Inc.
IN WITNESS WHEREOF, Sprint Corporation has caused
this instrument to be duly executed under its corporate
seal.
Dated: March , 1995
Sprint Corporation,
by
_______________________
Name: W.T. Esrey
Title: Chairman of the
Board of
Directors and
Chief Executive
Officer
Attest:
________________________
Name: Don A. Jensen
Title: Secretary
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of
the series designated herein and
referred to in the within-mentioned
Indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee,
by
__________________________
Authorized Signatory
<PAGE>
[Form of Reverse of DECS]
Sprint Corporation
_____% Exchangeable Note due March __, 2000
(Subject to Exchange at Maturity
into Shares of Common Stock, Par Value $1.00
Per Share, of Southern New England
Telecommunications Corporation)
This DECS is one of a duly authorized issue of
debentures, notes or other evidences of indebtedness
(hereinafter called the "Securities") of the Company of the
series hereinafter specified, which series is limited to
DECS, all such Securities issued and to be issued under an
indenture dated as of July 1, 1992 between the Company and
The First National Bank of Chicago, as Trustee, as
supplemented by a First Supplemental Indenture dated as of
March __, 1995 between the Company and The First National
Bank of Chicago, as Trustee (herein collectively, the
"Indenture"), pursuant to which the Company has designated
The First National Bank of Chicago as Trustee for the DECS,
to which Indenture and all other indentures supplemental
thereto reference is hereby made for a statement of the
rights and limitation of rights thereunder of the Holders of
the Securities and of the rights, obligations, duties and
immunities of the Trustee for each series of Securities and
of the Company, and the terms upon which the Securities are
and are to be authenticated and delivered. As provided in
the Indenture, the Securities may be issued in one or more
series, which different series may be issued in various
aggregate principal amounts, may be denominated in
currencies other than U.S. Dollars, (including composite
currencies), may mature at different times, may bear
interest, if any, at different rates, may be subject to
different redemption provisions, if any, may be subject to
different sinking, purchase of analogous funds, if any, may
be subject to different covenants and Events of Default and
may otherwise vary as in the Indenture provided or
permitted. The DECS is one of a series of the Securities
designated as _____% Exchangeable Notes Due March __, 2000.
The DECS may not be redeemed prior to Stated
Maturity.
The provisions contained in the Indenture for
legal defeasance and discharge of the entire principal of
all the Securities of any series (or of certain covenants in
the Indenture) upon compliance by the Company with certain
conditions set forth therein will not be applicable to the
DECS.
If an Event of Default with respect to the DECS,
as defined in the Indenture, shall occur and be continuing,
the principal of all DECS may be declared due and payable
and therefore will result in the mandatory exchange of the
principal amount thereof for SNET Common Stock (or, at the
Company's option, cash), all in the manner and with the
effect provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights
of the Holders of the Securities under the Indenture at
anytime by the Company with the consent of the Holders of
not less than a majority in aggregate principal amount of
the Securities at the time Outstanding of each series to be
affected thereby. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate
principal amount of the Securities of any series at the time
Outstanding, on behalf of the Holders of all the Securities
of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences with
respect to such series. Any such consent or waiver by the
Holder of this DECS shall be conclusive and binding upon
such Holder and upon all future Holders of this DECS and of
any DECS issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such
consent of waiver is made upon this DECS.
No reference herein to the Indenture and no
provision of this DECS or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this
DECS at the times, place and rate, and in the manner, herein
prescribed.
As provided in the Indenture and subject to
certain limitations therein set forth, this DECS is
transferable on the Security Register of the Company, upon
surrender of this DECS for registration of transfer at the
office or agency of the Company to be maintained for that
purpose in The City of New York, New York, or at any other
office or agency of the Company maintained for that purpose,
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one
or more new DECS, of authorized denominations and for the
same aggregate principal amount, will be issued to the
designated transferee or transferees.
No service charge shall be made for any such
transfer or exchange, but the Company may require payment of
a sum sufficient to cover any tax or other governmental
charge payable in connection with the registration of such
transfer or exchange, other than certain exchanges not
involving any transfer.
Certain terms used in this Security which are
defined in the Indenture have the meanings set forth
therein.
This Security shall for all purposes be governed
by, and construed in accordance with, the laws of the State
of New York.
The Company, the Trustee for the DECS and any
agent of the Company or such Trustee may treat the Person in
whose name this DECS is registered as the owner hereof for
the purpose of receiving payment as herein provided and for
all other purposes, whether or not this DECS be overdue, and
neither the Company, such Trustee nor any such agent shall
be affected by notice to the contrary.
_____________________________
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the face of this instrument, shall be
construed as though they were written out in full according
to applicable laws or regulations:
TEN COM -- as tenants in common
UNIF GIFT MIN ACT -- ______Custodian_______
(Cust) (Minor)
under Uniform Gifts to Minors
Act________________
(State)
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right
of survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the
above list.
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR TAXPAYER I.D.
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
______________________
(Please print or typewrite name and address
including postal zip code of assignee)
the within DECS and all rights thereunder, hereby
irrevocably constituting and appointing ________________,
attorney to transfer said DECS on the books of the Company,
with full power of substitution in the premises.
Dated: __________________
________________________________________________________
NOTICE: The signature to this assignment must
correspond with the name as written up on the face of the
within DECS in every particular, without alteration or
enlargement or any change whatever.
