<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
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.)
P.O. Box 11315
Kansas City, Missouri 64112
(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 which
to be so registered each class is to be registered
8-1/4% Exchangeable Notes Due New York Stock Exchange
March 31, 2000
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:
_______________________________________________________
(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 Prospectus Supplement
filed with the Securities and Exchange Commission pursuant
to Rule 424(b)(2) under the Securities Act of 1933, as
amended, on March 20, 1995, is hereby incorporated by
reference.
Item 2. Exhibits.
4.1. Indenture, dated as of July 1, 1992, between Sprint
Corporation and The First National Bank of Chicago, as
trustee, 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.
4.2. First Supplemental Indenture, dated as of March 1,
1995, to the Indenture.
4.3. 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: April 2, 1995 Name: Don A. Jensen
Title: Vice-President
and Secretary
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<TABLE>
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EXHIBIT INDEX
Exhibit No. Description Page
<S> <C> <C>
4.1 Indenture, dated as of July 1, 1992,
between Sprint Corporation and The
First National Bank of Chicago, as
trustee, 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.
4.2 First Supplemental Indenture, dated as
of March 1, 1995, to the Indenture.
4.3 Form of Notes, included as Exhibit A to
Exhibit 2 hereof.
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SPRINT CORPORATION
TO
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
First Supplemental Indenture
Dated as of March 1, 1995
DEBT SECURITIES
Supplemental to Indenture dated as of July 1, 1992
<PAGE>
First Supplemental Indenture dated as of March 1, 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 "8-1/4% Exchangeable Notes
Due March 31, 2000" representing up to 4,342,729 of its
"Debt Exchangeable for Common Stock SM" (such Securities
being referred to herein as the "DECS SM"), 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 $36.75
per share of SNET Common Stock (the "Threshold
Appreciation Price"), 0.86735 shares of SNET Common
Stock per DECS, (b) if the Maturity Price is less than
the Threshold Appreciation Price but is greater than
$31.875 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 scrip 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, 0.86735 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,
provided, that such notice need only disclose the
factor by which the Maturity Price is to be multiplied
pursuant to Section 1403(a)(v) in order to determine
the Exchange Rate at Maturity, it being understood
that, until Maturity, the Exchange Rate itself cannot
be determined.
(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:
Don A. Jensen,
Vice President and Secretary
Attest:
The First National Bank of
Chicago, as Trustee
By:
Name:
Title:
Attest:
<PAGE>
EXHIBIT A
NO. _____________ CUSIP NO. 852061407
[Form of Face of DECS]
Sprint Corporation
DECS SM (Debt Exchangeable for Common Stock SM)
8-1/4% Exchangeable Note due March 31, 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
_______________________ or registered assigns, the principal
sum of ________________________ DOLLARS (or $31.875 for each
Debt Exchangeable for Common Stock (each, a "DECS")
represented by this note) on March 31, 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 27, 1995, or from the most recent Interest
Payment Date to which interest has been paid or duly
provided for on March 31, June 30, September 30 and
December 31 in each year, commencing June 30, 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 June
30, 1994, $0.6792 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, $0.6573 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 the last day of the month 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
February 28, May 31, August 31 or November 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 $36.75 per
share of SNET Common Stock (the "Threshold Appreciation
Price"), 0.86735 shares of SNET Common Stock per DECS,
(b) if the Maturity Price is less than the Threshold
Appreciation Price but is greater than $31.875 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 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:
Sprint Corporation
by:
Name:
Title:
Attest:
Name:
Title
:
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
8-1/4% Exchangeable Note due March 31, 2000
(Subject to Exchange at Maturity into Shares of Common
Stock, Par Value $1.00 Per Share, of Southern New
England Telecommunications Corporation)
This Security is a Global Security within the meaning
of the Indenture hereinafter referred to and is
registered in the name of a Depositary or a nominee of
a Depositary. This Security is exchangeable for
Securities registered in the name of a Person other
than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and may not
be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the
Depositary.
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 1, 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 8-1/4%
Exchangeable Notes Due March 31, 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.
<PAGE>
_____________________________
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)
TEN ENT--as tenants by Under Uniform Gifts to Minors
the entireties Act ____________
(State)
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.
