<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
(Name of Issuer)
Common Stock (par value $1.00 per share)
(Title of Class of Securities)
843486101
(CUSIP Number)
Don A. Jensen, Vice President and Secretary
Sprint Corporation
P.O. Box 11315
Kansas City, Missouri 64112
(913) 624-3326
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 21, 1995
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G 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 [ ].
Check the following box if a fee is being paid with the
statement [ ].
<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NO. 843486101
<S> <C> <C> <C>
1) Names of Reporting Persons SPRINT CORPORATION
S.S. or I.R.S. Identification
Nos. of Above Persons 48-0457967
2) Check the Appropriate Box if (a) [ ]
a Member of a Group (b) [X]
3) SEC Use Only
4) Source of Funds OO
5) Check Box if Disclosure of [ ]
Legal Proceedings is Required
Pursuant to Items 2(d) and 2(e)
6) Citizenship or Place of Kansas
Organization
<CAPTION>
Number of shares beneficially
owned by each person with:
<S> <C> <C>
7) Sole Voting Power
8) Shared Voting Power 4,412,998<F1>
9) Sole Dispositive Power
10) Shared Dispositive Power 4,412,998<F1>
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 4,412,998<F1>
12) Check Box if the Aggregate
Amount in Row (11) Excluded [ ]
Certain Shares
13) Percent of Class Represented 6.88%
in Row (11)
14) Type of Reporting Person HC CO
<FN>
<F1> Includes 20,269, 4,342,769 and 50,000 shares of Common
Stock owned of record by Sprint Corporation, S FON
Corporation and Sprint Foundation, respectively.
</TABLE>
<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NO. 843486101
<S> <C> <C> <C>
1) Names of Reporting Persons SPRINT FOUNDATION
S.S. or I.R.S. Identification 48-1062018
Nos. of Above Persons
2) Check the Appropriate Box if (a) [ ]
a Member of a Group (b) [X]
3) SEC Use Only
4) Source of Funds OO
5) Check Box if Disclosure of [ ]
Legal Proceedings is Required
Pursuant to Items 2(d) and 2(e)
6) Citizenship or Place of Kansas
Organization
<CAPTION>
Number of shares beneficially
owned by each person with:
<S> <C> <C>
7) Sole Voting Power
8) Shared Voting Power 50,000
9) Sole Dispositive Power
10) Shared Dispositive Power 50,000
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 50,000
12) Check Box if the Aggregate
Amount in Row (11) Excluded [ ]
Certain Shares
13) Percent of Class Represented .078%
in Row (11)
14) Type of Reporting Person CO
</TABLE>
<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NO. 843486101
<S> <C> <C> <C>
1) Names of Reporting Persons S FON CORPORATION
S.S. or I.R.S. Identification 51-0351472
Nos. of Above Persons
2) Check the Appropriate Box if (a) [ ]
a Member of a Group (b) [X]
3) SEC Use Only
4) Source of Funds OO
5) Check Box if Disclosure of [ ]
Legal Proceedings is Required
Pursuant to Items 2(d) and 2(e)
6) Citizenship or Place of Delaware
Organization
<CAPTION>
Number of shares beneficially
owned by each person with:
<S> <C> <C>
7) Sole Voting Power
8) Shared Voting Power 4,342,729
9) Sole Dispositive Power
10) Shared Dispositive Power 4,342,729
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 4,342,729
12) Check Box if the Aggregate
Amount in Row (11) Excluded [ ]
Certain Shares
13) Percent of Class Represented 6.77%
in Row (11)
14) Type of Reporting Person CO
</TABLE>
As required by Rule 13d-2(c) of Regulation S-X under
the Securities Exchange Act of 1934, this Amendment No. 2
(the "Amendment") amends and restates the statement on
Schedule 13D dated May 2, 1984 (the "Schedule 13D"), as
amended August 23, 1985 ("Amendment No. 1") relating to the
Common Stock (as defined in Item 1 hereof). Each of the
Schedule 13D and Amendment No. 1 were filed by United
Telecommunications, Inc. ("United"). On February 26, 1992,
United changed its name to Sprint Corporation.
Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is the common stock, par value $1.00
per share (the "Common Stock"), of Southern New England
Telecommunications Corporation, a Connecticut corporation ("SNET"
or the "Issuer"). The Issuer's principal office is located
at 227 Church Street, New Haven, Connecticut.
Item 2. Identity and Background.
This Amendment is filed on behalf of the following:
(1) Sprint Corporation, a publicly-held Kansas
corporation ("Sprint"), having its principal office located
at 2330 Shawnee Mission Parkway, Westwood, Kansas;
(2) Sprint Foundation, a Kansas not-for-profit
corporation and a wholly-owned subsidiary of Sprint (the
"Foundation"), having its sole place of business located at
2330 Shawnee Mission Parkway, Westwood, Kansas; and
(3) S FON Corporation, a Delaware corporation and a
wholly owned subsidiary of Sprint ("S FON"), having its sole
place of business located at 2500 West 4th Street,
Wilmington, Delaware (Sprint, the Foundation and S FON are
collectively referred to herein as the "Filers").
Sprint is a diversified telecommunications holding
company. Sprint owns subsidiaries which, among other
things, provide local exchange, cellular/wireless and
domestic and international long distance telecommunications
services. The Foundation is a not-for-profit corporation
organized for various charitable purposes and is qualified
under Section 501(c)(3) of the Internal Revenue Code as a
tax-exempt foundation. S FON is an investment management
company which is engaged in the maintenance and management
of intangible assets.
(a)-(c), (f) The tables set forth in Exhibit A are
incorporated herein by reference and list the name,
occupation, and business or residence address of the each of
the directors and executive officers of Sprint, the
Foundation and S FON. During the last five years, none of
Sprint, the Foundation, S FON, and to the best knowledge of
Sprint, the Foundation and S FON, none of such directors or
officers has (1) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or
(2) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a decree or
final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state
securities laws or finding any violations with respect to
such laws. All such directors and officers are citizens of
the United States.
Each of Sprint, the Foundation and S FON has executed a
Joint Filing Agreement consenting to the joint filing by
them of this Amendment. Such Joint Filing Agreement is
filed as Exhibit B to this Amendment and is incorporated
herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
On March 21, 1995, Sprint filed, pursuant to Rule
424(b)(2) under the Securities Act of 1933, as amended, a
Prospectus Supplement (the "Prospectus") related to Sprint's
Registration Statement on Form S-3 (No. 33-48689) offering
for sale 8 1/4% Exchangeable Notes Due March 31, 2000 (each,
a "DECS") of Sprint (the "DECS Transaction"). The purpose
of the DECS Transaction is to offer and sell the DECS, the
proceeds of which will be used by Sprint for general
corporate purposes. The following descriptions of the DECS
and the DECS Transaction are qualified in their entirety by
reference to the agreements and documents which are filed as
Exhibits to this Amendment and are incorporated herein by
reference. Capitalized terms used herein and not defined
in this Amendment have the meanings ascribed to them in the
Prospectus.
The DECS are a series of Debt Securities (as defined in
the Prospectus), to be issued under an indenture dated as of
July 1, 1992, as supplemented by the First Supplemental
Indenture, dated as of March 1, 1995 (the indenture dated as
of July 1, 1992, as supplemented from time to time, the
"Indenture"), between Sprint and The First National Bank of
Chicago, as trustee (the "Trustee"). The DECS will be
unsecured and will rank on a parity with all other unsecured
and unsubordinated indebtedness of Sprint. The aggregate
number of DECS to be issued will be 3,900,000 plus such
additional number of DECS as may be issued pursuant to the
over-allotment option granted by Sprint to the underwriters.
The DECS will mature on March 31, 2000.
At Maturity (including as a result of acceleration or
otherwise), the principal amount of each DECS will be
mandatorily exchanged by Sprint into a number of shares of
Common Stock at the Exchange Rate (as defined below), and,
accordingly, holders of the DECS will not necessarily
receive an amount equal to the principal amount thereof. The
"Exchange Rate" is equal to, subject to adjustment as a
result of certain dilution events (see "Dilution
Adjustments" below), (a) if the Maturity Price (as defined
below) per share of Common Stock is greater than or equal to
$36.75 per share of Common Stock (the "Threshold
Appreciation Price"), 0.86735 shares of Common Stock per
DECS, (b) if the Maturity Price is less than the Threshold
Appreciation Price but is greater than the $31.875 per share
of Common Stock (the "Initial Price"), a fractional share of
Common Stock per DECS so that the value thereof (determined
at the Maturity Price) is equal to the Initial Price and (c)
if the Maturity Price is less than or equal to the Initial
Price, one share of Common Stock per DECS. No fractional
shares of Common Stock will be issued at Maturity.
Notwithstanding the foregoing, Sprint may at its option in
lieu of delivering shares of Common Stock, deliver cash in
an amount equal to the value of such number of shares of
Common Stock at the Maturity Price. On or prior to the seventh
Business Day prior to March 31, 2000, Sprint will notify The
Depository Trust Company and the Trustee and publish a
notice in a daily newspaper of national circulation stating
whether the principal amount of each DECS will be exchanged
for shares of Common Stock or cash. If Sprint elects to
deliver shares of Common Stock, the shares which are
delivered to the holders of the DECS which are not
affiliated with SNET shall be free of any transfer
restrictions and the holders of the DECS will be responsible
for the payment of any and all brokerage costs upon the
subsequent sale of such shares.
The "Maturity Price" is defined as the average Closing
Price per share of the 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 ("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 Sprint. 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.
The Indenture does not contain any restriction on the
ability of Sprint to sell all or any portion of the Common
Stock held by it or its subsidiaries, and no such shares of
Common Stock will be pledged or otherwise held in escrow for
use at Maturity of the DECS.
The DECS are not subject to redemption prior to
maturity.
The DECS have been approved for listing on the New York
Stock Exchange under the symbol "FXN".
SNET will not receive any of the proceeds of the
offering of the DECS and is not responsible for, and has not
participated in, the determination or calculation of the
amount receivable by holders of the DECS at Maturity. SNET
is not involved with the administration or trading of the
DECS and has no obligations with respect to the amount
receivable by holders of the DECS at Maturity.
Sprint intends to continue to review all aspects of its
investment in SNET. The decision to exchange, or not to
exchange, the DECS for the Common Stock at Maturity will be
made at or prior to Maturity and will depend on the market
price of the Common Stock, conditions in the securities
markets generally, and other future developments. If, at
Maturity, Sprint exchanges the DECS for the Common Stock,
the aggregate amount of Common Stock beneficially owned by
the Filers could be reduced by as many as 3,900,000 shares
(or 4,342,729 shares if the over-allotment option is
exercised in full). In that event, the percentage of the
outstanding Common Stock beneficially owned by the Filers
would be reduced to .031% (based on the number of shares
currently outstanding).
Item 5. Interest in Securities of the Issuer.
On December 27, 1994, Sprint transferred 4,342,729
shares of the Common Stock to S FON.
On December 28, 1994, Sprint (a) donated 129,731 shares
of the Common Stock to the Missouri Development Finance
Board and (b) transferred 300,000 shares of Common Stock to
the Foundation. During the period between February 10, 1995
and March 1, 1995, inclusive, the Foundation sold 200,000
shares of the Common Stock in open market transactions at
per-share prices between $32.765 and $33.75.
On March 21, 1995, Sprint beneficially owned 4,412,998
shares of Common Stock (inclusive of the following: 20,269,
4,342,729 and 50,000 shares of the Common Stock owned of
record by Sprint, S FON and the Foundation, respectively)
representing 6.88% of the outstanding Common Stock.
Item 6. Contracts, Arrangements, Understandings, or
Relationships with respect to Securities of the Issuer.
This Amendment contains summaries of certain agreements
and documents related to the offering of the DECS. These
summaries are qualified in their entirety by the agreement
and documents, which are filed as exhibits hereto and
incorporated herein by reference.
Other than as described in this Item 6 and in Item 4
above, no arrangements or understandings exist among the
Filers, or among any of the Filers and any other persons,
with respect to the Common Stock.
Item 7. Material to be Filed as Exhibits.
A. Responses to Items 2(a) through (c) with respect
to Sprint, the Foundation and S FON.
B. Joint Filing Agreement among the Filers.
C. Prospectus Supplement, filed pursuant to Rule 424(b)(2)
with the Commission on March 21, 1995 relating to
Sprint's Registration Statement on Form S-3 (No. 33-
48689) (the "S-3") is incorporated herein by reference.
D. Form of Notes filed as Exhibit A to Exhibit F hereof is
incorporated herein by reference.
E. Indenture, dated as of July 1, 1992, between Sprint
Corporation and The First National Bank of Chicago as
trustee filed as Exhibit 4-A to the S-3 is incorporated
herein by reference.
F. First Supplemental Indenture, dated as of March 1,
1995, between Sprint Corporation and The First National
Bank of Chicago as trustee filed as Exhibit 2 to
Sprint's Registration Statement on Form 8-A filed on
March 13, 1995 is incorporated herein by reference.
SIGNATURES
After reasonable 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.
Date: March 21, 1995 SPRINT CORPORATION
By: /s/ Don A. Jensen
Don A. Jensen
Vice President and Secretary
Date: March 21, 1995 SPRINT FOUNDATION
By: /s/ Don A. Jensen
Don A. Jensen
Vice President
Date: March 21, 1995 S FON CORPORATION
By: /s/ Andrew T. Panaccione
Andrew T. Panaccione
President
INDEX TO EXHIBITS
A. Responses to Items 2(a) through (c) with respect
to Sprint, the Foundation and S FON.
B. Joint Filing Agreement among the Filers.
C. Prospectus Supplement, filed with the Commission on
March 21, 1995 relating to Sprint's Registration
Statement on Form S-3 (the "S-3) (No. 33-48689) is
incorporated herein by reference.
D. Form of Notes filed as Exhibit A to Exhibit F hereof is
incorporated herein by reference.
E. Indenture, dated as of July 1, 1992, between Sprint
Corporation and The First National Bank of Chicago as
trustee filed as Exhibit 4-A to the S-3 is incorporated
herein by reference.
F. Form of First Supplemental Indenture, dated as of March
1, 1995, between Sprint Corporation and The First
National Bank of Chicago as trustee filed as Exhibit 2
to Sprint's Registration Statement on Form 8-A on March
13, 1995 is incorporated herein by reference.
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A
DIRECTORS AND EXECUTIVE OFFICERS
OF
SPRINT CORPORATION
(a) (b) (c)
Name Address Principal
Business or
Occupation
DIRECTORS
<S> <C> <C>
DuBose Ausley Ausley, McMullen, Attorney
McGehee, et. al.
Washington Square
Building
P.O. Box 391
Tallahassee, FL 32302
Warren Batts Premark International, Chairman and CEO
Inc. of Premark
1717 Deerfield Road International, Inc.
Deerfield, IL 60015
Ruth Davis The Pymatuning Group, Chairman and CEO
Inc. of The Pymatuning
Suite 570 Group, Inc.
4900 Seminary Road
Alexandria, VA 22311
William Esrey Sprint Corporation Chairman and CEO
2330 Shawnee Mission of Sprint
Pkwy Corporation
Westwood, KS 66205
Donald Hall Hallmark Cards, Inc. Chairman of
P.O. Box 419580 Hallmark Cards, Inc.
Kansas City, MO 64141
Paul Henson Suite 210 Chairman of the
4200 Somerset Board of Kansas
Prairie Village, KS City Southern
66208 Industries, Inc.
Harold Hook American General Chairman and CEO
Corporation of American
P.O. Box 3247 General Corporation
Houston, TX 77253
Robert Huntley Hunton & Williams Attorney
Riverfront Plaza,
East Tower
17th Floor
951 East Byrd Street
Richmond, VA 23219
Ronald LeMay Sprint Corporation President and
2330 Shawnee Mission COO--Long-Distance
Pkwy Division of
Westwood, KS 66205 Sprint Corporation
Linda Lorimer Office of the Secretary Secretary of the
Yale University University, Yale
P.O. Box 1303A University
Yale Station
New Haven, CT 06520
Charles Price II Suite 300 Chairman of the
One West Armour Blvd. Board of
Kansas City, MO 64111 Mercantile Bank
of Kansas City
Frank Reed Philadelphia National President and
Bank CEO of
FC 1-1-2-2 Philadelphia
P.O. Box 7618 National Bank
Philadelphia, PA 19101
Charles Rice Barnett Banks, Inc. Chairman and CEO
P.O. Box 40789 of Barnett Banks
Jacksonville, FL 32203
Stewart Turley Jack Eckerd Corporation Chairman and CEO
P.O. Box 4689 of Jack Eckerd
Clearwater, Florida Corporation
34618
<CAPTION>
(a) (b) (c)
Name Address Principal
Business or
Occupation
EXECUTIVE OFFICERS
<S> <C> <C>
Gene Betts Sprint Corporation Senior Vice
2330 Shawnee Mission President,
Pkwy Sprint Corporation
Westwood, KS 66205
J. Richard Devlin Sprint Corporation Executive Vice
2330 Shawnee Mission President--Law
Pkwy and External
Westwood, KS 66205 Affairs, Sprint
Corporation
William Esrey Sprint Corporation Chairman and
2330 Shawnee Mission CEO, Sprint
Pkwy Corporation
Westwood, KS 66205
Dennis Foster Sprint Corporation President--
2330 Shawnee Mission Cellular and
Pkwy Wireless
Westwood, KS 66205 Division, Sprint
Corporation
John Hoffman Sprint Corporation Senior Vice
2330 Shawnee Mission President,
Pkwy Sprint Corporation
Westwood, KS 66205
Don Jensen Sprint Corporation Vice President
2330 Shawnee Mission and Secretary,
Pkwy Sprint Corporation
Westwood, KS 66205
Arthur Krause Sprint Corporation Executive Vice
2330 Shawnee Mission President--Chief
Pkwy Financial
Westwood, KS 66205 Officer, Sprint
Corporation
Ronald LeMay Sprint Corporation President &
2330 Shawnee Mission Chief Operating
Pkwy Officer--Long-
Westwood, KS 66205 Distance Division,
Sprint Corporation
John Meyer Sprint Corporation Senior Vice
2330 Shawnee Mission President and
Pkwy Controller, Sprint
Westwood, KS 66205 Corporation
D. Wayne Peterson Sprint Corporation President--Local
2330 Shawnee Mission Telecommunications
Pkwy Division, Sprint
Westwood, KS 66205 Corporation
Theodore Schell Sprint Corporation Senior Vice
2330 Shawnee Mission President, Sprint
Pkwy Corporation
Westwood, KS 66205
Richard C. Smith, Jr. Sprint Corporation Senior Vice
2330 Shawnee Mission President, Sprint
Pkwy Corporation
Westwood, KS 66205
M. Jeannine Strandjord Sprint Corporation Senior Vice
2330 Shawnee Mission President and
Pkwy Treasurer, Sprint
Westwood, KS 66205 Corporation
I. Benjamin Watson Sprint Corporation Senior Vice
2330 Shawnee Mission President,
Pkwy Sprint
Westwood, KS 66205 Corporation
</TABLE>
<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS
OF
S FON CORPORATION
(a) (b) (c)
Name Address Principal
Business or
Occupation
DIRECTORS
<S> <C> <C>
Robert Campbell 5 West 8th St. President and
Wilmington, DE 19801 general manager of
various Delaware
investment holding
companies
Mark Beshears Sprint Corporation Assistant Vice
2330 Shawnee President - State
Mission Pkwy. and Local Tax,
Westwood, KS 66205 Sprint Corporation
Andrew Panaccione 4th Street Plaza, Accountant for
Suite 16 various Delaware
2500 West 4th Street investment holding
Wilmington, DE 19805 companies
<CAPTION>
(a) (b) (c)
Name Address Principal
Business or
Occupation
EXECUTIVE OFFICERS
<S> <C> <C>
Andrew Panaccione 4th Street Plaza, Accountant for
Suite 16 various Delaware
2500 West 4th Street investment holding
Wilmington, DE 19805 companies
Roseanne Brown 4th Street Plaza, Administrative
Suite 16 assistant for
2500 West 4th Street various Delaware
Wilmington, DE 19805 investment holding
companies
Mark Beshears Sprint Corporation Assistant Vice
2330 Shawnee President - State
Mission Pkwy. and Local Tax,
Westwood, KS 66205 Sprint Corporation
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS
OF SPRINT FOUNDATION
(a) (b) (c)
Name Address Principal
Business or
Occupation
DIRECTORS
<S> <C> <C>
M. Jeannine Strandjord Sprint Corporation Senior Vice
2330 Shawnee President and
Mission Pkwy. Treasurer, Sprint
Westwood, KS 66205 Corporation
Richard C. Smith, Jr. Sprint Corporation Senior Vice
2330 Shawnee President, Sprint
Mission Pkwy. Corporation
Westwood, KS 66205
J. Richard Devlin Sprint Corporation Executive Vice
2330 Shawnee President--Law and
Mission Pkwy. External Affairs,
Westwood, KS 66205 Sprint Corporation
<CAPTION>
(a) (b) (c)
Name Address Principal
Business or
Occupation
EXECUTIVE OFFICERS
<S> <C> <C>
Richard C. Smith, Jr. Sprint Corporation Senior Vice
2330 Shawnee President, Sprint
Mission Pkwy. Corporation
Westwood, KS 66205
William N. Searcy Sprint Corporation Pension and Trust
2330 Shawnee Officer, Sprint
Mission Pkwy. Corporation
Westwood, KS 66205
<PAGE>
EXHIBIT B
JOINT FILING AGREEMENT
AMONG
SPRINT CORPORATION, SPRINT FOUNDATION AND S FON CORPORATION
JOINT FILING AGREEMENT
The undersigned (each, a "Filer" and together, the
"Filers") for purposes of filing an amendment to a statement
on Schedule 13D pursuant to Securities and Exchange
Commission Rule 13d-1(f)(i) each hereby agree:
(a) each Filer is individually responsible for the
timely filing of any further amendments to the Schedule 13D,
and for the completeness and accuracy of the information
concerning themselves, but is not responsible for the
completeness and accuracy of any of the information
contained in the Schedule 13D as to any other Filer, unless
such Filer knows or has reason to believe that the
information is inaccurate;
(b) this Schedule 13D contains the required information
with regard to each Filer and indicates that it is filed on
behalf of all Filers;
(c) each Filer agrees that the Schedule 13D, as
amended, to which this Joint Filing Agreement is attached as
Exhibit B is filed on its behalf; and
(d) this Joint Filing Agreement may be executed in
counterparts.
Dated: March 21, 1995
SPRINT CORPORATION
By: /s/ Don A. Jensen
Don A. Jensen
Vice President and Secretary
SPRINT FOUNDATION
By: /s/ Don A. Jensen
Don A. Jensen
Vice President
S FON CORPORATION
By: /s/ Andrew T. Panaccione
Andrew T. Panaccione
President
</TABLE>
