<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 27,
1995
SPRINT CORPORATION
(Exact name of registrant as specified in its charter)
Kansas 1-4721 48-0457967
(State of (Commission (IRS Employer
Incorporation) File Number) Identification
Number)
2330 Shawnee Mission Parkway, Westwood, Kansas 66205
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(913) 624-3000
P. O. Box 11315, Kansas City, Missouri 64112
(Mailing address of principal executive offices)
<PAGE>
Item 5. Other Events.
On March 27, 1995, the registrant closed the sale of
$138,424,487 of its 8-1/4% Exchangeable Notes due March 31,
2000 in the form of 4,342,729 DECS (Debt Exchangeable for
Common Stock) exchangeable into shares of Common Stock, par
value $1.00 per share, of Southern New England
Telecommunications Corporation.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
1. Underwriting Agreement, dated as of March 20,
1995, between Salomon Brothers Inc, Lehman
Brothers Inc., and Smith Barney Inc., as
Underwriters, and Sprint Corporation.
4A. Form of 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 Registration Statement No. 33-48689 and
incorporated herein by reference).
4B. First Supplemental Indenture, dated as of March 1,
1995, to the Indenture between Sprint Corporation
and The First National Bank of Chicago, as
Trustee, dated as of July 1, 1992 (including the
form of DECS as Exhibit A).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
Sprint Corporation
By: /s/ Michael T. Hyde
Date: April 4, 1995 Michael T. Hyde
Assistant Secretary
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EXHIBIT INDEX
Exhibit
Number Exhibit
1 Underwriting Agreement, dated as of
March 20, 1995, between Salomon
Brothers Inc, Lehman Brothers Inc.,
and Smith Barney Inc., as Underwriters,
and Sprint Corporation.
4A Form of 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
Registration Statement No. 33-48689
and incorporated herein by reference).
4B First Supplemental Indenture, dated
as of March 1, 1995, to the Indenture
between Sprint Corporation and The
First National Bank of Chicago, as
Trustee, dated as of July 1, 1992
(including the form of DECS as Exhibit A).
<PAGE>
EXHIBIT 1
Sprint Corporation
3,900,000 DECSSM(Debt Exchangeable for Common StockSM)
8-1/4% Exchangeable Notes Due March 31, 2000
(Subject to Exchange into Shares of Common Stock,
Par Value $1.00 Per Share, of
Southern New England Telecommunications Corporation)
Underwriting Agreement
New York, New York
March 20, 1995
Salomon Brothers Inc
Lehman Brothers Inc.
Smith Barney Inc.
As Representatives of the Several Underwriters
In care of Salomon Brothers Inc
Seven World Trade Center
New York, NY 10048
Dear Sirs:
Sprint Corporation, a Kansas corporation (the
"Company"), proposes to sell to the underwriters named in
Schedule II hereto (the "Underwriters"), for whom you (the
"Representatives") are acting as representatives, the
principal amount of its securities identified in Schedule I
hereto (the "Securities"), to be issued under an indenture
dated as of July 1, 1992, as amended by the First
Supplemental Indenture, dated as of March 1, 1995, (the
"Indenture") between the Company and The First National Bank
of Chicago, as trustee (the "Trustee"). The Company also
proposes to grant to the Underwriters an option to purchase
up to such additional number of Securities, if any, as is
specified in Schedule I hereto (the "Option Securities") to
cover overallotments. The Securities and the Option
Securities, if purchased, are hereinafter collectively
referred to as the "Securities". If the firm or firms listed
in Schedule II hereto include only the firm or firms listed
in Schedule I hereto, then the terms "Underwriters" and
"Representatives", as used herein, shall each be deemed to
refer to such firm or firms.
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1. Representations and Warranties. The Company
represents and warrants to, and agrees with, each
Underwriter as set forth below in this Section 1. Certain
terms used in this Section 1 are defined in paragraph (c)
hereof.
(a) If the offering of the Securities is a
Delayed Offering (as specified in Schedule I hereto),
paragraph (i) below is applicable and, if the offering of
the Securities is a NonDelayed Offering (as so specified),
paragraph (ii) below is applicable.
(i) The Company meets the requirements for the
use of Form S3 under the Securities Act of 1933 (the "Act")
and has filed with the Securities and Exchange Commission
(the "Commission") a registration statement (the file number
of which is set forth in Schedule I hereto) on such Form,
including a basic prospectus, for registration under the Act
of the offering and sale of the Securities. The Company may
have filed one or more amendments thereto, and may have used
a Preliminary Final Prospectus, each of which has previously
been furnished to you. Such registration statement, as so
amended, has become effective. The offering of the
Securities is a Delayed Offering and, although the Basic
Prospectus may not include all the information with respect
to the Securities and the offering thereof required by the
Act and the rules thereunder to be included in the Final
Prospectus, the Basic Prospectus includes all such
information required by the Act and the rules thereunder to
be included therein as of the Effective Date. The Company
will next file with the Commission pursuant to Rules 415 and
424(b)(2) or (5) a final supplement to the form of
prospectus included in such registration statement relating
to the Securities and the offering thereof. As filed, such
final prospectus supplement shall include all required
information with respect to the Securities and the offering
thereof and, except to the extent the Representatives shall
agree in writing to a modification, shall be in all
substantive respects in the form furnished to you prior to
the Execution Time or, to the extent not completed at the
Execution Time, shall contain only such specific additional
information and other changes (beyond that contained in the
Basic Prospectus and any Preliminary Final Prospectus) as
the Company has advised you, prior to the Execution Time,
will be included or made therein.
(ii) The Company meets the requirements for the
use of Form S3 under the Act and has filed with the
Commission a registration statement (the file number of
which is set forth in Schedule I hereto) on such Form,
including a basic prospectus, for registration under the Act
of the offering and sale of the Securities. The Company may
have filed one or more amendments thereto, including a
Preliminary Final Prospectus, each of which has previously
been furnished to you. The Company will next file with the
Commission either (x) a final prospectus supplement relating
to the Securities in accordance with Rules 430A and
424(b)(1) or (4), or (y) prior to the effectiveness of such
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registration statement, an amendment to such registration
statement, including the form of final prospectus
supplement. In the case of clause (x), the Company has
included in such registration statement, as amended at the
Effective Date, all information (other than Rule 430A
Information) required by the Act and the rules thereunder to
be included in the Final Prospectus with respect to the
Securities and the offering thereof. As filed, such final
prospectus supplement or such amendment and form of final
prospectus supplement shall contain all Rule 430A
Information, together with all other such required
information, with respect to the Securities and the offering
thereof and, except to the extent the Representatives shall
agree in writing to a modification, shall be in all
substantive respects in the form furnished to you prior to
the Execution Time or, to the extent not completed at the
Execution Time, shall contain only such specific additional
information and other changes (beyond that contained in the
Basic Prospectus and any Preliminary Final Prospectus) as
the Company has advised you, prior to the Execution Time,
will be included or made therein.
(b) On the Effective Date, the Registration
Statement did or will, and when the Final Prospectus is
first filed (if required) in accordance with Rule 424(b) and
on the Closing Date, the Final Prospectus (and any
supplement thereto) will, comply in all material respects
with the applicable requirements of the Act, the Securities
Exchange Act of 1934 (the "Exchange Act") and the Trust
Indenture Act of 1939 (the "Trust Indenture Act") and the
respective rules thereunder; on the Effective Date, the
Registration Statement did not or will not contain any
untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in
order to make the statements therein not misleading; on the
Effective Date and on the Closing Date the Indenture did or
will comply in all material respects with the requirements
of the Trust Indenture Act and the rules thereunder; and, on
the Effective Date, the Final Prospectus, if not filed
pursuant to Rule 424(b), did not or will not, and on the
date of any filing pursuant to Rule 424(b) and on the
Closing Date, the Final Prospectus (together with any
supplement thereto) will not, include any untrue statement
of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading; provided, however, that the Company makes no
representations or warranties as to (i) that part of the
Registration Statement which shall constitute the Statement
of Eligibility and Qualification (Form T1) under the Trust
Indenture Act of the Trustee or (ii) the information
contained in or omitted from the Registration Statement or
the Final Prospectus (or any supplement thereto) in reliance
upon and in conformity with information furnished in writing
to the Company by or on behalf of any Underwriter through
the Representatives specifically for inclusion in the
Registration Statement or the Final Prospectus (or any
supplement thereto).
(c) The terms which follow, when used in
this Agreement, shall have the meanings indicated.
The term "the Effective Date" shall mean each
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date that the Registration Statement and any posteffective
amendment or amendments thereto became or become effective
and each date after the date hereof on which a document
incorporated by reference in the Registration Statement is
filed. "Execution Time" shall mean the date and time that
this Agreement is executed and delivered by the parties hereto.
"Basic Prospectus" shall mean the prospectus referred to in
paragraph (a) above contained in the Registration Statement
at the Effective Date including, in the case of a NonDelayed
Offering, any Preliminary Final Prospectus. "Preliminary Final
Prospectus" shall mean any preliminary prospectus supplement
to the Basic Prospectus which describes the Securities and
the offering thereof and is used prior to filing of the
Final Prospectus. "Final Prospectus" shall mean the
prospectus supplement relating to the Securities that is
first filed pursuant to Rule 424(b) after the Execution
Time, together with the Basic Prospectus or, if, in the case
of a NonDelayed Offering, no filing pursuant to Rule 424(b)
is required, shall mean the form of final prospectus
relating to the Securities, including the Basic Prospectus,
included in the Registration Statement at the Effective
Date. "Registration Statement" shall mean the registration
statement referred to in paragraph (a) above, including
incorporated documents, exhibits and financial statements,
as amended at the Execution Time (or, if not effective at
the Execution Time, in the form in which it shall become
effective) and, in the event any posteffective amendment
thereto becomes effective prior to the Closing Date (as
hereinafter defined), shall also mean such registration
statement as so amended. Such term shall include any
Rule 430A Information deemed to be included therein at the
Effective Date as provided by Rule 430A. "Rule 415",
"Rule 424", "Rule 430A" and "Regulation SK" refer to such
rules or regulation under the Act. "Rule 430A Information"
means information with respect to the Securities and the
offering thereof permitted to be omitted from the
Registration Statement when it becomes effective pursuant to
Rule 430A. Any reference herein to the Registration
Statement, the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus shall be deemed to refer
to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S3 which were filed
under the Exchange Act on or before the Effective Date of
the Registration Statement or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, as the case may be; and any reference herein to
the terms "amend", "amendment" or "supplement" with respect
to the Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus shall
be deemed to refer to and include the filing of any document
under the Exchange Act after the Effective Date of the
Registration Statement or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, as the case may be, deemed to be incorporated
therein by reference. A "NonDelayed Offering" shall mean an
offering of securities which is intended to commence
promptly after the effective date of a registration
statement, with the result that, pursuant to Rules 415 and
430A, all information (other than Rule 430A Information) with
respect to the securities so offered must be included in such
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registration statement at the effective date thereof. A
"Delayed Offering" shall mean an offering of securities
pursuant to Rule 415 which does not commence promptly after
the effective date of a registration statement, with the result
that only information required pursuant to Rule 415 need be
included in such registration statement at the effective date
thereof with respect to the securities so offered. Whether the
offering of the Securities is a NonDelayed Offering or a Delayed
Offering shall be set forth in Schedule I hereto.
(d) The Company is not aware of any material
misstatements or material omissions contained in the
periodic reports and other documents which have been filed
by SNET under the Act and the Exchange Act.
2. Purchase and Sale. (a) Subject to the terms
and conditions and in reliance upon the representations and
warranties herein set forth, the Company agrees to sell to
each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at the purchase
price set forth in Schedule I hereto the principal amount of
the Securities set forth opposite such Underwriter's name in
Schedule II hereto, except that, if Schedule I hereto
provides for the sale of Securities pursuant to delayed
delivery arrangements, the respective principal amounts of
Securities to be purchased by the Underwriters shall be as
set forth in Schedule II hereto less the respective amounts
of Contract Securities determined as provided below.
Securities to be purchased by the Underwriters are herein
sometimes called the "Underwriters' Securities" and
Securities to be purchased pursuant to Delayed Delivery
Contracts as hereinafter provided are herein called
"Contract Securities".
If so provided in Schedule I hereto, the
Underwriters are authorized to solicit offers to purchase
Securities from the Company pursuant to delayed delivery
contracts ("Delayed Delivery Contracts"), substantially in
the form of Schedule III hereto but with such changes
therein as the Company may authorize or approve. The
Underwriters will endeavor to make such arrangements and, as
compensation therefor, the Company will pay to the
Representatives, for the account of the Underwriters, on the
Closing Date, the percentage set forth in Schedule I hereto
of the principal amount of the Securities for which Delayed
Delivery Contracts are made. Delayed Delivery Contracts are
to be with institutional investors, including commercial and
savings banks, insurance companies, pension funds,
investment companies and educational and charitable
institutions. The Company will enter into Delayed Delivery
Contracts in all cases where sales of Contract Securities
arranged by the Underwriters have been approved by the
Company but, except as the Company may otherwise agree, each
such Delayed Delivery Contract must be for not less than the
minimum principal amount set forth in Schedule I hereto and
the aggregate principal amount of Contract Securities may
not exceed the maximum aggregate principal amount set forth
in Schedule I hereto. The Underwriters will not have any
responsibility in respect of the validity or
<PAGE> 6
performance of Delayed Delivery Contracts. The principal
amount of Securities to be purchased by each Underwriter as
set forth in Schedule II hereto shall be reduced by an amount
which shall bear the same proportion to the total principal
amount of Contract Securities as the principal amount of
Securities set forth opposite the name of such Underwriter
bears to the aggregate principal amount set forth in Schedule
II hereto, except to the extent that you determine that such
reduction shall be otherwise than in such proportion and so
advise the Company in writing; provided, however, that the
total principal amount of Securities to be purchased by all
Underwriters shall be the aggregate principal amount set
forth in Schedule II hereto less the aggregate principal
amount of Contract Securities.
(b) Subject to the terms and conditions herein set
forth, the Company hereby grants an option to the several
Underwriters to purchase, severally and not jointly, the
Option Securities at the same purchase price for each of the
Option Securities as the Underwriters shall pay for each of
the Underwriters' Securities. Said option may be exercised
only to cover overallotments in the sale of the
Underwriters' Securities by the Underwriters. Said option
may be exercised in whole or in part at any time (but not
more than once) on or before the 30th day after the date of
the Final Prospectus upon written or telegraphic notice by
the Representatives to the Company setting forth the number
of Option Securities as to which the several Underwriters
are exercising the option and the settlement date. Delivery
of certificates for the Option Securities, and payment
therefore, shall be made as provided in Section 3 hereof.
The number of Option Securities to be purchased by each
Underwriter shall be the same percentage of the total number
of Option Securities to be purchased by the several
Underwriters as such Underwriter is purchasing of the
Underwriters' Securities, subject to such adjustments as you
in your absolute discretion shall make to eliminate any
fractional Securities.
3. Delivery and Payment. Delivery of and payment
for the Underwriters' Securities and the Option Securities
(if the option provided for in Section 2(b) hereof shall
have been exercised before the third business day prior to
the Closing Date) shall be made on the date and at the time
specified in Schedule I hereto (or such later date not later
than five business days after such specified date as the
Representatives shall designate), which date and time may be
postponed by agreement between the Representatives and the
Company or as provided in Section 8 hereof (such date and
time of delivery and payment for the Underwriters' Securities
and Option Securities being herein called the "Closing Date").
Delivery of the Underwriters' Securities and Option Securities
shall be made to the Representatives for the respective
accounts of the several Underwriters against payment by
the several Underwriters through the Representatives of the
purchase price thereof to or upon the order of the Company
by certified or official bank check or checks drawn on
or by a New York Clearing House bank and payable in next day
funds. Delivery of the Underwriters' Securities and Option
Securities shall be made at such location as
<PAGE> 7
the Representatives shall reasonably designate at least one
business day in advance of the Closing Date and payment for
the Securities shall be made at the office specified in
Schedule I hereto. Certificates for the Underwriters'
Securities and Option Securities shall be registered in such
names and in such denominations as the Representatives may
request not less than three full business days in advance of
the Closing Date.
The Company agrees to have the Underwriters'
Securities available for inspection, checking and packaging
by the Representatives in New York, New York, not later than
1:00 PM on the business day prior to the Closing Date.
If the option provided for in Section 2(b) hereof
is exercised after the third business day prior to the
Closing Date, the Company will deliver (at the expense of
the Company) to the Representatives, at Seven World Trade
Center, New York, New York, on the date specified by the
Representatives (which shall be within three business days
after exercise of said option), certificates for the Option
Securities registered in such names and in such
denominations as the Representatives shall have requested
against payment of the purchase price thereof to or upon the
order of the Company by certified or official bank check or
checks drawn on or by a New York Clearing House bank and
payable in next day funds. If settlement for the Option
Securities occurs after the Closing Date, the Company will
deliver to the Representatives on the settlement date for
the Option Securities, and the obligation of the
Underwriters to purchase the Option Securities shall be
conditioned upon receipt of, supplemental opinions,
certificates and letters confirming as of such date the
opinions, certificates and letters delivered on the Closing
Date pursuant to Section 5 hereof.
4. Agreements. The Company agrees with the
several Underwriters that:
(a) The Company will use its best efforts to
cause the Registration Statement, if not effective at the
Execution Time, and any amendment thereto, to become
effective. Prior to the termination of the offering of the
Securities, the Company will not file any amendment of the
Registration Statement or supplement (including the Final
Prospectus or any Preliminary Final Prospectus) to the Basic
Prospectus unless the Company has furnished you a copy for
your review prior to filing and will not file any such
proposed amendment or supplement to which you reasonably
object. Subject to the foregoing sentence, the Company will
cause the Final Prospectus, properly completed, and any
supplement thereto to be filed with the Commission pursuant
to the applicable paragraph of Rule 424(b) within the time
period prescribed and will provide evidence satisfactory to
the Representatives of such timely filing. The Company
will promptly advise the Representatives (i) when the
Registration Statement, if not effective at the Execution
Time, and any amendment thereto, shall have
<PAGE> 8
become effective, (ii) when the Final Prospectus, and any
supplement thereto, shall have been filed with the
Commission pursuant to Rule 424(b), (iii) when, prior to
termination of the offering of the Securities, any amendment
to the Registration Statement shall have been filed or
become effective, (iv) of any request by the Commission for
any amendment of the Registration Statement or supplement to
the Final Prospectus or for any additional information,
(v) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement
or the institution or threatening of any proceeding for that
purpose and (vi) of the receipt by the Company of any
notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such
purpose. The Company will use its best efforts to prevent
the issuance of any such stop order and, if issued, to
obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to
the Securities is required to be delivered under the Act,
any event occurs as a result of which the Final Prospectus
as then supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary
to make the statements therein in the light of the
circumstances under which they were made not misleading, or
if it shall be necessary to amend the Registration Statement
or supplement the Final Prospectus to comply with the Act or
the Exchange Act or the respective rules thereunder, the
Company promptly will (i) prepare and file with the
Commission, subject to the second sentence of paragraph
(a) of this Section 4, an amendment or supplement which will
correct such statement or omission or effect such compliance
and (ii) supply any supplemented Prospectus to you in such
quantities as you may reasonably request.
(c) As soon as practicable, the Company will make
generally available to its security holders and to the
Representatives an earnings statement or statements of the
Company and its subsidiaries which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under
the Act.
(d) The Company will furnish to the
Representatives and counsel for the Underwriters, without
charge, copies of the Registration Statement (including
exhibits thereto) and, so long as delivery of a prospectus
by an Underwriter or dealer may be required by the Act, as
many copies of any Preliminary Final Prospectus and the
Final Prospectus and any supplement thereto as the
Representatives may reasonably request. The Company will
pay the expenses of printing or other production of all
documents relating to the offering.
(e) The Company will arrange for the
qualification of the Securities for sale under the laws of
such jurisdictions as the Representatives may designate,
will maintain such qualifications in effect so long as
required for the distribution of the Securities, will
arrange for the determination of the legality of
<PAGE> 9
the Securities for purchase by institutional investors and
will pay the fee of the National Association of Securities
Dealers, Inc., in connection with its review of the
offering.
(f) Until the business day following the Closing
Date, the Company will not, without the consent of the
Representatives, offer, sell or contract to sell, or
otherwise dispose of, directly or indirectly, or announce
the offering of, any debt securities issued or guaranteed by
the Company covered by the Registration Statement or any
other registration statement filed under the Act(other than
the Securities).
(g) The Company confirms as of the date hereof
that it is in compliance with all provisions of Section 1 of
Laws of Florida, Chapter 92198, An Act Relating to
Disclosure of Doing Business with Cuba, and the Company
further agrees that if it commences engaging in business
with the government of Cuba or with any person or affiliate
located in Cuba after the date the Registration Statement
becomes or has become effective with the Securities and
Exchange Commission or with the Florida Department of
Banking and Finance (the "Department"), whichever date is
later, or if the information reported in the Prospectus, if
any, concerning the Company's business with Cuba or with any
person or affiliate located in Cuba changes in any material
way, the Company will provide the Department notice of such
business or change, as appropriate, in a form acceptable to
the Department.
(h) During the period of 30 days after the
Execution Time, neither the Company nor any of its
affiliates will offer for sale, sell or otherwise dispose of
any shares of SNET Common Stock or any securities
convertible into or exchangeable for, or warrants to
acquire, SNET Common Stock except (i) in connection with
exchanges of the securities for shares of SNET Common Stock
in accordance with the terms of the Indenture or (ii) to an
affiliate of the Company if such affiliate shall have
executed an appropriate document in form and substance
satisfactory to the Representatives to the effect that such
affiliate will be subject to the same restrictions as are
imposed upon the Company pursuant to this subsection (h),
without the prior written consent of the Representatives.
(i) At maturity (including as a result of
acceleration or otherwise) of the Securities, if the Company
chooses to deliver to the holders of the Securities shares
of SNET Common Stock rather than cash in an amount equal to
the value of such shares of SNET Common Stock, the shares of
SNET Common Stock which are delivered by the Company to the
holders of the Securities shall be free of any transfer
restrictions (other than such as are solely attributable to
any holder's status as an affiliate of SNET).
<PAGE> 10
5. Conditions to the Obligations of the
Underwriters. The obligations of the Underwriters to
purchase the Underwriters' Securities shall be subject to
the accuracy of the representations and warranties on the
part of the Company contained herein as of the Execution
Time and the Closing Date, to the accuracy of the statements
of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its
obligations hereunder and to the following additional
conditions:
(a) If the Registration Statement has not become
effective prior to the Execution Time, unless the
Representatives agree in writing to a later time, the
Registration Statement will become effective not later than
(i) 6:00 PM New York City time, on the date of determination
of the public offering price, if such determination occurred
at or prior to 3:00 PM New York City time on such date or
(ii) 12:00 Noon on the business day following the day on
which the public offering price was determined, if such
determination occurred after 3:00 PM New York City time on
such date; if filing of the Final Prospectus, or any
supplement thereto, is required pursuant to Rule 424(b), the
Final Prospectus, and any such supplement, shall have been
filed in the manner and within the time period required by
Rule 424(b); and no stop order suspending the effectiveness
of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or
threatened.
(b) The Company shall have furnished to the
Representatives the opinion of Don A. Jensen, Esq., Vice
President and Secretary of the Company, dated the Closing
Date, to the effect that:
(i) each of the Company and United Telephone
Company of Florida, United Telephone Company of Ohio,
Carolina Telephone and Telegraph, U.S. Telecom, Inc.,
Sprint Cellular Company, Sprint/North Supply Company
and Sprint Publishing & Advertising, Inc. (individually
a "Subsidiary" and collectively the "Subsidiaries") has
been duly incorporated and is validly existing as a
corporation in good standing under the laws of the
jurisdiction in which it is chartered or organized,
with full corporate power and authority to own its
properties and conduct its business as described in the
Final Prospectus, and is duly qualified to do business
as a foreign corporation and is in good standing under
the laws of each jurisdiction which requires such
qualification wherein it owns or leases material
properties or conducts material business, and each
Subsidiary which is a Regulated Public Utility is duly
qualified in each jurisdiction where the nature of its
business or the character of its properties requires
such qualification;
(ii) all the outstanding shares of capital stock
of each Subsidiary have been duly and validly authorized
and issued and are fully paid and nonassessable, and,
except as otherwise set forth in the Final
<PAGE> 11
Prospectus, all outstanding shares of capital
stock of the Subsidiaries are owned by the Company
either directly or through wholly owned subsidiaries
free and clear of any perfected security interest and,
to the knowledge of such counsel, after due inquiry,
any other security interests, claims, liens or
encumbrances;
(iii) the Company's authorized equity
capitalization is as set forth in the Final Prospectus;
the Securities conform to the description thereof
contained in the Final Prospectus; and, if the
Securities are to be listed on any securities exchange,
authorization therefor has been given, subject to
official notice of issuance and evidence of
satisfactory distribution, or the Company has filed a
preliminary listing application and all required
supporting documents with respect to the Securities
with such securities exchange, and such counsel has no
reason to believe that the Securities will not be
authorized for listing, subject to official notice of
issuance and evidence of satisfactory distribution;
(iv) the Indenture has been duly authorized,
executed and delivered, has been duly qualified under
the Trust Indenture Act, and constitutes a legal, valid
and binding instrument enforceable against the Company
in accordance with its terms (subject, as to
enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws
affecting creditors' rights generally from time to time
in effect); and the Securities have been duly
authorized and, when executed and authenticated in
accordance with the provisions of the Indenture and
delivered to and paid for by the Underwriters pursuant
to this Agreement, in the case of the Underwriters'
Securities, or by the purchasers thereof pursuant to
Delayed Delivery Contracts, in the case of any Contract
Securities, will constitute legal, valid and binding
obligations of the Company entitled to the benefits of
the Indenture;
(v) to the best knowledge of such counsel, there
is no pending or threatened action, suit or proceeding
before any court or governmental agency, authority or
body or any arbitrator involving the Company or any of
its subsidiaries, of a character required to be
disclosed in the Registration Statement which is not
adequately disclosed in the Final Prospectus, and there
is no franchise, contract or other document of a
character required to be described in the Registration
Statement or Final Prospectus, or to be filed as an
exhibit, which is not described or filed as required;
and the statements included or incorporated in the
Final Prospectus describing any legal proceedings or
material contracts or agreements relating to the
Company fairly summarize such matters;
(vi) the Registration Statement has become
effective under the Act; any required filing of the
Basic Prospectus, any Preliminary Final
<PAGE> 12
Prospectus and the Final Prospectus, and any supplements
thereto, pursuant to Rule 424(b) has been made in the
manner and within the time period required by Rule 424(b);
to the best knowledge of such counsel, no stop order
suspending the effectiveness of the Registration
Statement has been issued, no proceedings for that
purpose have been instituted or threatened, and the
Registration Statement and the Final Prospectus (other
than the financial statements and other financial and
statistical information contained therein as to which
such counsel need express no opinion) comply as to form
in all material respects with the applicable
requirements of the Act, the Exchange Act and the Trust
Indenture Act and the respective rules thereunder; and
such counsel has no reason to believe that at the
Effective Date the Registration Statement contained any
untrue statement of a material fact or omitted to state
any material fact required to be stated therein or
necessary to make the statements therein not misleading
or that the Final Prospectus includes any untrue
statement of a material fact or omits to state a
material fact necessary to make the statements therein,
in the light of the circumstances under which they were
made, not misleading;
(vii) this Agreement and any Delayed Delivery
Contracts have been duly authorized, executed and
delivered by the Company;
(viii) no consent, approval, authorization or
order of any court or governmental agency or body is
required for the consummation of the transactions
contemplated herein or in any Delayed Delivery
Contracts or the delivery of shares of SNET Common
Stock upon the exchange of the Securities, except such
as have been obtained under the Act and such as may be
required under the blue sky laws of any jurisdiction in
connection with the purchase and distribution of the
Securities by the Underwriters and such other approvals
(specified in such opinion) as have been obtained;
(ix) neither the execution and delivery of the
Indenture, the issue and sale of the Securities, nor
the consummation of any other of the transactions
herein contemplated nor the fulfillment of the terms
hereof or of any Delayed Delivery Contracts, nor the
delivery of shares of SNET Common Stock upon the
exchange of the Securities will conflict with, result
in a breach or violation of, or constitute a default
under any law or the charter or bylaws of the Company
or the terms of any indenture or other agreement or
instrument known to such counsel and to which the
Company or any of its subsidiaries is a party or bound
or any judgment, order or decree known to such counsel
to be applicable to the Company or any of its
subsidiaries of any court, regulatory body,
administrative agency, governmental body or arbitrator
having jurisdiction over the Company or any of its
subsidiaries; and
<PAGE> 13
(x) no holders of securities of the Company have
rights to the registration of such securities under the
Registration Statement.
In rendering such opinion, such counsel may rely
(A) as to matters involving the application of laws of any
jurisdiction other than the laws of the State of Kansas, the
General Corporation Law of the State of Delaware or the
Federal laws of the United States, to the extent deemed
proper and specified in such opinion, upon the opinion of
other counsel of good standing believed to be reliable and
who are satisfactory to counsel for the Underwriters and (B)
as to matters of fact, to the extent deemed proper, on
certificates of responsible officers of the Company and
public officials. References to the Final Prospectus in
this paragraph (b) include any supplements thereto at the
Closing Date.
(c) The Representatives shall have received from
Cravath, Swaine & Moore, counsel for the Underwriters, such
opinion or opinions, dated the Closing Date, with respect to
the issuance and sale of the Securities, the Indenture, any
Delayed Delivery Contracts, the Registration Statement, the
Final Prospectus (together with any supplement thereto) and
other related matters as the Representatives may reasonably
require, and the Company shall have furnished to such
counsel such documents as they request for the purpose of
enabling them to pass upon such matters.
(d) The Company shall have furnished to the
Representatives a certificate of the Company, signed by the
Chairman of the Board or the President and the principal
financial or accounting officer of the Company, dated the
Closing Date, to the effect that the signers of such
certificate have carefully examined the Registration
Statement, the Final Prospectus, any supplement to the Final
Prospectus and this Agreement and that:
(i) the representations and warranties of the
Company in this Agreement are true and correct in all
material respects on and as of the Closing Date with
the same effect as if made on the Closing Date and the
Company has complied with all the agreements and
satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of
the Registration Statement has been issued and no
proceedings for that purpose have been instituted or,
to the Company's knowledge, threatened;
(iii) since the date of the most recent
financial statements included in the Final
Prospectus (exclusive of any supplement thereto),
there has been no material adverse change in the
condition (financial or other), earnings, business
or properties of the Company and its subsidiaries,
<PAGE> 14
whether or not arising from transactions in the ordinary
course of business, except as set forth in or contemplated
in the Final Prospectus (exclusive of any supplement thereto).
(e) At the Closing Date, Ernst & Young LLP shall
have furnished to the Representatives a letter or letters
(which may refer to letters previously delivered to one or
more of the Representatives), dated as of the Closing Date,
in form and substance satisfactory to the Representatives,
confirming that they are independent accountants within the
meaning of the Act and the Exchange Act and the respective
applicable published rules and regulations thereunder and
stating in effect that:
(i) in their opinion the audited financial
statements and financial statement schedules and pro
forma financial statements, if any, included or
incorporated in the Registration Statement and the
Final Prospectus and reported on by them comply in form
in all material respects with the applicable accounting
requirements of the Act and the Exchange Act and the
related published rules and regulations;
(ii) on the basis of a reading of the latest
unaudited financial statements made available by the
Company and its subsidiaries; carrying out certain
specified procedures (but not an examination in
accordance with generally accepted auditing standards)
which would not necessarily reveal matters of
significance with respect to the comments set forth in
such letter; a reading of the minutes of the meetings
of the stockholders, directors and audit, finance,
nominating and corporate responsibility, organization
and compensation, advisory, and pension and savings
trusts committees of the Company and the Subsidiaries;
and inquiries of certain officials of the Company who
have responsibility for financial and accounting
matters of the Company and its subsidiaries as to
transactions and events subsequent to the date of the
most recent audited financial statements in or
incorporated in the Final Prospectus, nothing came to
their attention which caused them to believe that:
(1) any unaudited financial statements
included or incorporated in the Registration
Statement and the Final Prospectus do not comply
in form in all material respects with applicable
accounting requirements and with the published
rules and regulations of the Commission with
respect to financial statements included or
incorporated in quarterly reports on Form 10Q
under the Exchange Act; and said unaudited
financial statements are not in conformity with
generally accepted accounting principles applied
on a basis substantially consistent with that of
the audited financial statements included or
<PAGE> 15
incorporated in the Registration Statement and the
Final Prospectus;
(2) with respect to the period
subsequent to the date of the most recent
financial statements (other than any capsule
information), audited or unaudited, in or
incorporated in the Registration Statement and the
Final Prospectus, there were any changes, at a
specified date not more than five business days
prior to the date of the letter, in the longterm
debt of the Company and its subsidiaries or
capital stock of the Company or decreases in the
stockholders' equity of the Company or decreases
in working capital of the Company and its
subsidiaries as compared with the amounts shown on
the most recent consolidated balance sheet
included or incorporated in the Registration
Statement and the Final Prospectus, or for the
period from the date of the most recent financial
statements included or incorporated in the
Registration Statement and the Final Prospectus to
such specified date there were any decreases, as
compared with the corresponding period in the
preceding year in net operating revenues or net
operating income before income taxes or in total
or per share amounts of net income of the Company
and its subsidiaries, except in all instances for
changes or decreases set forth in such letter, in
which case the letter shall be accompanied by an
explanation by the Company as to the significance
thereof unless said explanation is not deemed
necessary by the Representatives; or
(3) the amounts included in any
unaudited "capsule" information included or
incorporated in the Registration Statement and the
Final Prospectus do not agree with the amounts set
forth in the unaudited financial statements for
the same periods or were not determined on a basis
substantially consistent with that of the
corresponding amounts in the audited financial
statements included or incorporated in the
Registration Statement and the Final Prospectus;
(iii) they have performed certain other specified
procedures as a result of which they determined that
certain information of an accounting, financial or
statistical nature (which is limited to accounting,
financial or statistical information derived from the
general accounting records of the Company and its
subsidiaries) set forth in the Registration Statement
and the Final Prospectus and in Exhibit 12 to the
Registration Statement, including the information
included or incorporated in Items 1, 2, 6, 7 and 11 of
the Company's Annual Report on Form 10K, incorporated
in the Registration Statement and the Prospectus, and
the information included in the "Management's
Discussion and Analysis of Financial Condition and
<PAGE> 17
Results of Operations" included or incorporated in the
Company's Quarterly Reports on Form 10Q, incorporated
in the Registration Statement and the Final Prospectus,
agrees with the accounting records of the Company and
its subsidiaries, excluding any questions of legal
interpretation; and
(iv) if unaudited pro forma financial statements
are included or incorporated in the Registration
Statement and the Final Prospectus, on the basis of a
reading of the unaudited pro forma financial
statements, carrying out certain specified procedures,
inquiries of certain officials of the Company and the
acquired company who have responsibility for financial
and accounting matters, and proving the arithmetic
accuracy of the application of the pro forma
adjustments to the historical amounts in the pro forma
financial statements, nothing came to their attention
which caused them to believe that the pro forma
financial statements do not comply in form in all
material respects with the applicable accounting
requirements of Rule 1102 of Regulation SX or that the
pro forma adjustments have not been properly applied to
the historical amounts in the compilation of such
statements.
References to the Final Prospectus in this
paragraph (e) include any supplement thereto at the date of
the letter.
In addition, except as provided in Schedule I
hereto, at the Execution Time, Ernst & Young LLP shall have
furnished to the Representatives a letter or letters, dated
as of the Execution Time, in form and substance satisfactory
to the Representatives, to the effect set forth above.
(f) Subsequent to the Execution Time or, if
earlier, the dates as of which information is given in the
Registration Statement (exclusive of any amendment thereof)
and the Final Prospectus (exclusive of any supplement
thereto), there shall not have been (i) any change or
decrease specified in the letter or letters referred to in
paragraph (e) of this Section 5 or (ii) any change, or any
development involving a prospective change, in or affecting
the business or properties of the Company and its
subsidiaries the effect of which, in any case referred to in
clause (i) or (ii) above, is, in the judgment of the
Representatives, so material and adverse as to make it
impractical or inadvisable to proceed with the offering or
delivery of the Securities as contemplated by the
Registration Statement (exclusive of any amendment thereof)
and the Final Prospectus (exclusive of any supplement
thereto).
(g) Subsequent to the Execution Time, there
shall not have been any decrease in the ratings of any
of the Company's or SNET's debt securities by any
"nationally recognized statistical rating organization"
(as defined for purpose of Rule 436(g) under the Act)
or any notice given of any intended or
<PAGE> 17
potential decrease in any such ratings or of a possible
change in any such ratings that does not indicate the
direction of the possible change.
(h) Prior to the Closing Date, the Company shall
have furnished to the Representatives such further
information, certificates and documents as the
Representatives may reasonably request in writing.
(i) The Company shall have accepted Delayed
Delivery Contracts in any case where sales of Contract
Securities arranged by the Underwriters have been approved
by the Company.
If any of the conditions specified in this
Section 5 shall not have been fulfilled in all material
respects when and as provided in this Agreement, or if any
of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material
respects reasonably satisfactory in form and substance to
the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder
may be canceled at, or at any time prior to, the Closing
Date by the Representatives. Notice of such cancellation
shall be given to the Company in writing or by telephone or
telegraph confirmed in writing.
The documents required to be delivered by this
Section 5 shall be delivered at the office of Cravath,
Swaine & Moore, counsel for the Underwriters, at Worldwide
Plaza, 825 Eighth Avenue, New York, New York, on the Closing
Date.
6. Reimbursement of Underwriters' Expenses. If
the sale of the Securities provided for herein is not
consummated because any condition to the obligations of the
Underwriters set forth in Section 5 hereof is not satisfied,
because of any termination pursuant to Section 9 hereof or
because of any refusal, inability or failure on the part of
the Company to perform any agreement herein or comply with
any provision hereof other than by reason of a default by
any of the Underwriters, the Company will reimburse the
Underwriters severally upon demand for all outofpocket
expenses (including reasonable fees and disbursements of
counsel) that shall have been incurred by them in connection
with the proposed purchase and sale of the Securities.
7. Indemnification and Contribution. (a) The
Company agrees to indemnify and hold harmless each
Underwriter, the directors, officers, employees and agents
of each Underwriter and each person who controls any
Underwriter within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other
Federal or state statutory law or regulation, at common law
or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise
<PAGE> 18
out of or are based upon (i) any failure to register the
SNET Common Stock under the Act in connection with the initial
offering of the Securities or the exchange of the Securities
for SNET Common Stock pursuant to the terms of the Securities,
(ii) any material misstatement or material omission contained in
the periodic reports and other documents which have been
filed by SNET under the Act and the Exchange Act or
(iii) any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for
the registration of the Securities as originally filed or in
any amendment thereof, or in the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, or in
any amendment thereof or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company
or to SNET by or on behalf of any Underwriter through the
Representatives specifically for inclusion therein. This
indemnity agreement will be in addition to any liability
which the Company may otherwise have.
(b) Each Underwriter severally agrees to
indemnify and hold harmless the Company, each of its
directors, each of its officers who signs the Registration
Statement, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, to the
same extent as the foregoing indemnity from the Company to
each Underwriter, but only with reference to written
information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the
Representatives specifically for inclusion in the documents
referred to in the foregoing indemnity. This indemnity
agreement will be in addition to any liability which any
Underwriter may otherwise have. The Company acknowledges
that the statements set forth in the last paragraph of the
cover page and under the heading "Plan of Distribution" in
any Preliminary Final Prospectus or the Final Prospectus
constitute the only information furnished in writing by or
on behalf of the several Underwriters for inclusion in the
documents referred to in the foregoing indemnity, and you,
as the Representatives, confirm that such statements are
correct.
(c) Promptly after receipt by an indemnified
party under this Section 7 of notice of the commencement
of any action, such indemnified party will, if a claim
in respect thereof is to be made against the indemnifying
party under this Section 7, notify the indemnifying party
in writing of the commencement thereof; but the failure
so to notify the indemnifying party (i) will
<PAGE> 19
not relieve it from liability under paragraph (a) or (b)
above unless and to the extent it did not otherwise learn
of such action and such failure results in the forfeiture
by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying
party from any obligations to any indemnified party other
than the indemnification obligation provided in paragraph
(a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the
indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in
which case the indemnifying party shall not thereafter be
responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set
forth below); provided, however, that such counsel shall be
satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the
indemnified party in an action, the indemnified party shall
have the right to employ separate counsel (including local
counsel), and the indemnifying party shall bear the
reasonable fees, costs and expenses of such separate counsel
if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such
counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action
include both the indemnified party and the indemnifying
party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or
additional to those available to the indemnifying party,
(iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of
the institution of such action or (iv) the indemnifying
party shall authorize the indemnified party to employ
separate counsel at the expense of the indemnifying party.
An indemnifying party will not, without the prior written
consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in
respect of which indemnification or contribution may be
sought hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action) unless
such settlement, compromise or consent includes an
unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or
proceeding.
(d) In the event that the indemnity provided in
paragraph (a) or (b) of this Section 7 is unavailable to or
insufficient to hold harmless an indemnified party for any
reason, the Company and the Underwriters agree to contribute
to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in
connection with investigating or defending same) (collectively
"Losses") to which the Company and one or more of the
Underwriters may be subject in such proportion as is appropriate
to reflect the relative benefits received by the Company and
by the Underwriters from the offering of the Securities;
provided, however, that in no case shall any Underwriter
(except as may be provided in any agreement among underwriters
<PAGE> 20
relating to the offering of the Securities) be responsible for
any amount in excess of the underwriting discount or commission
applicable to the Securities purchased by such Underwriter
hereunder. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the Company
and the Underwriters shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also
the relative fault of the Company and of the Underwriters in
connection with the statements or omissions which resulted
in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be
deemed to be equal to the total net proceeds from the
offering (before deducting expenses), and benefits received
by the Underwriters shall be deemed to be equal to the total
underwriting discounts and commissions, in each case as set
forth on the cover page of the Final Prospectus. Relative
fault shall be determined by reference to whether any
alleged untrue statement or omission relates to information
provided by the Company or the Underwriters. The Company
and the Underwriters agree that it would not be just and
equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not
take account of the equitable considerations referred to
above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 7, each person who controls an
Underwriter within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent
of an Underwriter shall have the same rights to contribution
as such Underwriter, and each person who controls the
Company within the meaning of either the Act or the Exchange
Act, each officer of the Company who shall have signed the
Registration Statement and each director of the Company
shall have the same rights to contribution as the Company,
subject in each case to the applicable terms and conditions
of this paragraph (d).
8. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any of the
Securities agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters
shall be obligated severally to take up and pay for (in the
respective proportions which the amount of Securities set
forth opposite their names in Schedule II hereto bears to
the aggregate amount of Securities set forth opposite the
names of all the remaining Underwriters) the Securities which
the defaulting Underwriter or Underwriters agreed but failed
to purchase; provided, however, that in the event that the
aggregate amount of Securities which the defaulting Underwriter
or Underwriters agreed but failed to purchase shall exceed 10%
of the aggregate amount of Securities set forth in Schedule II
hereto, the remaining Underwriters shall have the right to
purchase all, but shall not be under any obligation to purchase
any, of the Securities, and if such nondefaulting Underwriters
do not purchase all the Securities, this
<PAGE> 21
Agreement will terminate without liability to any nondefaulting
Underwriter or the Company. In the event of a default by any
Underwriter as set forth in this Section 8, the Closing Date
shall be postponed for such period, not exceeding seven days,
as the Representatives shall determine in order that the
required changes in the Registration Statement and the Final
Prospectus or in any other documents or arrangements may be
effected. Nothing contained in this Agreement shall relieve
any defaulting Underwriter of its liability, if any, to the
Company and any nondefaulting Underwriter for damages occasioned
by its default hereunder.
9. Termination. This Agreement shall be subject
to termination in the absolute discretion of the
Representatives, by notice given to the Company prior to
delivery of and payment for the Securities, if prior to such
time (i) trading in the Company's Common Stock or in SNET's
Common Stock shall have been suspended by the Commission or
the New York Stock Exchange or trading in securities
generally on such Exchange shall have been suspended or
limited or minimum prices shall have been established on
such Exchange, (ii) a banking moratorium shall have been
declared either by Federal or New York State authorities or
(iii) there shall have occurred any outbreak or escalation
of hostilities, declaration by the United States of a
national emergency or war or other calamity or crisis the
effect of which on financial markets is such as to make it,
in the judgment of the Representatives, impracticable or
inadvisable to proceed with the offering or delivery of the
Securities as contemplated by the Final Prospectus
(exclusive of any supplement thereto).
10. Representations and Indemnities to Survive.
The respective agreements, representations, warranties,
indemnities and other statements of the Company or its
officers and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf
of any Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 7
hereof, and will survive delivery of and payment for the
Securities. The provisions of Sections 6 and 7 hereof shall
survive the termination or cancellation of this Agreement.
11. Reimbursement of Certain Company Expenses.
The Underwriters will reimburse the Company for certain
expenses related to the offering, including printing,
certain legal and other costs. The obligation of the
Underwriters to reimburse the Company for such expenses
pursuant to this Section 11 is conditioned upon the delivery
of and payment for the Securities provided in Section 3
hereof. If the Underwriters are obligated to reimburse the
Company for such expenses, such reimbursement shall be made
within sixty (60) days of the Closing Date.
<PAGE> 22
12. Notices. All communications hereunder will
be in writing and effective only on receipt, and, if sent to
the Representatives, will be mailed, delivered or
telegraphed and confirmed to them, at the address specified
in Schedule I hereto; or, if sent to the Company, will be
mailed, delivered or telegraphed and confirmed to it at
2330 Shawnee Mission Parkway, Westwood, KS 66205, attention
of the legal department.
13. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and
controlling persons referred to in Section 7 hereof, and no
other person will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be
governed by and construed in accordance with the laws of the
State of New York.
<PAGE> 23
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us the
enclosed duplicate hereof, whereupon this letter and your
acceptance shall represent a binding agreement among the Company
and the several Underwriters.
Very truly yours,
SPRINT CORPORATION,
by___________________________
Name: Arthur B. Krause
Title: Executive Vice President
Chief Financial Officer
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
Salomon Brothers Inc
Lehman Brothers Inc.
Smith Barney Inc.
By: Salomon Brothers Inc
By:
_______________________
Vice President
For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.
<PAGE> 24
SCHEDULE I
Underwriting Agreement dated: March 20, 1995
Registration Statement No. 33-48689
Representatives: Salomon Brothers Inc
Seven World Trade Center
New York, NY 10048
Lehman Brothers Inc.
Three World Financial Center
200 Vesey Street
New York, NY 10285
Smith Barney Inc.
1345 Avenue of the Americas
New York, NY 10105
Title, Purchase Price and Description
of the Debt Securities:
Title: 8-1/4% Exchangeable Notes Due March 31, 2000
(the "DECS")
Principal Amount: 3,900,000 DECS
Purchase price (include accrued
interest or amortization, if
any): $30.925 per DECS
Interest payment dates: Every March 31, June 30,
September 30, and December 31, commencing
June 30, 1995.
Type of Offering: Delayed Offering
Sinking fund provisions: None
Redemption provisions: The DECS are not subject to
redemption prior to maturity
Overallotment option: up to 442,729 DECS
<PAGE> 25
Other provisions:
1. The DECS will be listed on the New York Stock
Exchange.
2. At maturity (including as a result of acceleration
or otherwise), the principal amount of each DECS will be
mandatorily exchanged by the Company into a number of shares
of SNET Common Stock (or, at the Company's option, cash with
an equal value) at the Exchange Rate (as defined in the
Indenture).
Closing Date, Time and Location: 10:00 A.M., New York
time, March 27, 1995;
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
Delayed Delivery Arrangements: None
Fee: N/A
Minimum principal amount of each contract: N/A
Maximum aggregate principal amount of all
contracts: N/A
<PAGE> 26
SCHEDULE II
Amount of DECS
Underwriters to be Purchased
Salomon Brothers Inc 931,668
Lehman Brothers Inc. 931,666
Smith Barney Inc. 931,666
Dillon, Read & Co. Inc. 195,000
Goldman, Sachs & Co. 195,000
Merrill Lynch, Pierce, Fenner
& Smith Incorporated 195,000
S.G. Warburg & Co. Inc. 195,000
Advest, Inc. 65,000
Fahnestock & Co. Inc. 65,000
Kemper Securities, Inc. 65,000
Tucker Anthony Incorporated 65,000
Wheat, First Securities, Inc. 65,000
Total 3,900,000
<PAGE>
EXHIBIT 4B
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 StockSM (such Securities
being referred to herein as the "DECSSM), 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:
<PAGE> 2
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:
<PAGE> 3
"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
<PAGE> 4
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:
<PAGE> 5
(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
<PAGE> 6
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
<PAGE> 7
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.
<PAGE> 9
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;
<PAGE> 10
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,
<PAGE> 11
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,
<PAGE> 12
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.
<PAGE> 13
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.
<PAGE> 14
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> 15
EXHIBIT A
NO. ______________ CUSIP NO. 852061407
[Form of Face of DECS]
Sprint Corporation
DECSSM(Debt Exchangeable for Common StockSM)
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.
<PAGE> 16
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.
<PAGE> 17
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.
<PAGE> 18
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> 19
[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
<PAGE> 20
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> 21
_____________________________
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 -- ____ Custodian _____
(Cust) (Minor)
TEN ENT -- as tenants by the entireties Under Uniform Gifts to Minors
Act ____________
JT TEN -- as joint tenants with (State)
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.
