<PAGE>
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________________
SPRINT CORPORATION
(Exact name of registrant as specified in its charter)
Kansas 48-0457967
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
Post Office Box 11315, Kansas City, Missouri 64112
(Address of principal executive offices)
________________________
SPRINT CORPORATION
MANAGEMENT INCENTIVE STOCK OPTION PLAN
(Full title of the Plan)
________________________
DON A. JENSEN
Vice President and Secretary
P.O. Box 11315
Kansas City, Missouri 64112
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(913) 624-3326
________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum
Title of securities to be offering aggregate
to be registered registered price per offering
unit price
<S> <C> <C> <C>
Options to purchase
a share of Common
Stock 6,100,000 $5.69<F1> $34,709,000<F1>
Shares of Common
Stock ($2.50 par value) 6,100,000 $56.50<F2> $344,650.000<F2>
<CAPTION>
Amount
Title of securities of registration
to be registered fee
<S> <C>
Options to purchase
a share of Common
Stock $10,239.16
Shares of Common
Stock ($2.50 par value) $101,671.75
<FN>
<F1>The offering price will be the lower of $5.69 and 10 percent of the
closing price of Common Stock on the date of the option award.
<F2>Estimated solely for purposes of determining the registration
fee in accordance with Rule 457(h)(1). The average of the high and
low prices of the Common Stock on December 9, 1997 as reported in
the consolidated reporting system, was $56.50.
</TABLE>
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
relating to this Registration Statement meets the requirements for use
in connection with the options to purchase a share of common stock and
the shares of common stock registered under the following Registration
Statements on Form S-8: No. 33-57911 and No. 33-65149 pertaining to the
Management Incentive Stock Option Plan.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Sprint Corporation ("Sprint")
with the Securities and Exchange Commission (File No. 1-4721) are
incorporated in this Registration Statement by reference:
Sprint's Annual Report on Form 10-K for the year ended December
31, 1996; its Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1997; and its Current Report on
Form 8-K dated June 9, 1997.
All documents subsequently filed by Sprint pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to
be part of this Registration Statement from the date of the filing of
such documents. Sprint expressly excludes from such incorporation
the Report of the Compensation Committee, the Performance Graph and
any Report on Repricing of Options/SARs contained in any proxy
statement filed by Sprint pursuant to Section 14 of the Securities
Exchange Act of 1934 subsequent to the date of filing of this
Registration Statement and prior to the termination of the offering
of the securities covered by this Registration Statement.
Item 4. Description of Securities
OPTIONS
The Options will represent the right to purchase shares of Sprint
Common Stock. The following are brief summaries of certain provisions
with respect to the Options.
Consideration for Options
Pursuant to the terms of Sprint's Management Incentive Stock Option
Plan (the "Plan"), eligible employees of Sprint or its subsidiaries can
elect to receive an Option in lieu of receiving a portion of their cash
payout under Sprint's management incentive plans. For the 1998 awards,
payable in 1999, eligible employees will receive an Option
to purchase shares of Common Stock, one share for each $5.69 reduction
in cash incentive payout resulting from such election; provided, however,
that if the closing price of Sprint Common Stock on the date of grant
of the 1998 awards is less than $56.875 per share, the reduction in
cash incentive payout will be 10% of such price for each share. Certain
benefits which are determined based on the cash payment will
also be affected. The Organization, Compensation and Nominating
Committee of Sprint's Board (the "Committee") will determine the
price for Options in subsequent years.
Exercise Price
The price at which each share of Common Stock covered by an Option
may be purchased shall be one hundred percent (100%) of the fair market
value of the stock on the date the Option is granted. Fair market
value shall be deemed to be the average of the high and low prices of
the Common Stock of Sprint for composite transactions as published by
major newspapers for the date the Option is granted or, if no sale of
Sprint's Common Stock shall have been made on that day, the next
preceding day on which there was a sale of such stock.
Vesting
The total number of shares subject to Options granted in 1998
shall become exercisable December 31, 1998. Vesting of Options granted
in subsequent years will be determined by the Committee.
Term of Option
Options shall not be exercisable after the expiration of ten
(10) years from the date of grant.
Time for Exercise
If an optionee's employment with Sprint is terminated, the optionee
may exercise Options which are exercisable on the date of termination of
employment until the earlier of (1) the date on which the Option
expires and (2) the end of the applicable time period below:
a. Retirement: five years after retirement date.
b. Disability (qualifying for long-term disability benefits under
print's Basic Long-Term Disability Plan): five years after
qualification date.
c. Death: one year after death for the estate or designated
beneficiary to exercise the decedent's Options.
d. Involuntary termination other than for cause: the date on
which the Option expires.
e. Voluntary termination: three months from the date of
termination of employment.
If an optionee's employment is terminated for a reason
constituting good cause, any outstanding Options granted under the
Plan and held by such optionee at such time will automatically
terminate.
Payment of Exercise Price
Options shall be exercisable only upon payment to Sprint of
the full purchase price of the shares with respect to which Options
are exercised. Payment for the shares shall be either in United
States dollars, payable in cash or by check, or by surrender of
stock certificates representing like Common Stock of Sprint having an
aggregate fair market value, determined as of the date of exercise,
equal to the number of shares with respect to which such Options
are exercised multiplied by the exercise price per share. The fair
market value of Common Stock on the date of exercise of
Options shall be determined in the same manner as the fair market
value of Common Stock on the date of grant of Options is determined.
Certain optionees may use restricted stock as payment for the
exercise price (see "Restricted Stock" below). In that event,
fair market value of the shares of restricted stock will be
determined as if the shares were not restricted.
Nontransferable
Options shall not be transferable by the optionee otherwise
than by will or by the laws of descent and distribution, except that
an optionee may designate beneficiaries other than the optionee's
estate to exercise unexpired Options after the optionee's death.
Restricted Stock
Certain optionees, as determined by the Committee, may elect
to receive restricted stock upon exercise of an Option.
Restricted stock is Common Stock issued with the restriction
that the holder may not sell, transfer, pledge or assign such shares
for a period of time after issuance, except to pay the exercise price
of Options issued by Sprint. The restrictions lapse as specified
by the optionee for a period of from six (6) months to ten (10) years,
provided that if restricted Common Stock is used to pay
the exercise price, restrictions on the Common Stock received
upon exercise shall be at least as restrictive as to time and
other vesting conditions as the restrictions on the
shares used to pay the exercise price.
Change in Stock, Adjustments
In the event that the outstanding shares of Common Stock of
Sprint are hereafter increased or decreased or changed into or
exchanged for a different number of shares or kind of shares or
other securities of Sprint or of another corporation, by reason of
reorganization, merger, consolidation, recapitalization,
reclassification, stock split up, combination of shares, or a
dividend payable in capital stock, or there is a decrease in
the market price of the Common Stock of Sprint by reason of a
dividend payable in stock of a business unit, appropriate adjustment
shall be made by the Committee in the number and kind of shares as
to which outstanding Options, or portions thereof then
unexercised, shall be exercisable, to the end that the optionee's
proportionate interest shall be maintained as before the occurrence
of such event, and such adjustment of outstanding Options shall
be made without change of the total price applicable to
unexercised Options and with a corresponding adjustment
in the exercise price per share.
Reload Options
Options granted in 1998 will include the right to a reload
Option, subject to the availability of shares. The Committee will
determine whether subsequent Options will include the right to a
reload Option. A reload Option is a new nonqualified Option
granted upon exercise of the original Option if the original
Option is exercised by the stock-for-stock method.
A reload Option:
a. is not available to optionees no longer employed by Sprint;
b. is not available upon the exercise of an Option which expires in
less than one year from date of exercise;
c. has an exercise price equal to the fair market value of Sprint
Common Stock on the date of the exercise of the original Option;
d. is granted for the number of shares equal to the sum of
i. the number of shares surrendered for payment of the exercise
price of the original Option;
ii. the number of shares withheld from the exercise for the
payment of tax withholding; and
iii. the number of shares delivered in payment of tax
withholding.
e. is exercisable in full beginning one year after the exercise
of the original Option, provided the optionee has held the shares
received in the exercise for at least six months, and remains
exercisable for the remainder of the term of the original Option;
f. is not available upon the exercise of a reload Option.
COMMON STOCK
The authorized capital stock of Sprint consists of 1,000,000,000
shares of Common Stock, 500,000,000 shares of Class A Common Stock and
20,000,000 shares of Preferred Stock. The authorized but unissued
shares of Preferred Stock are issuable in one or more series, with such
designations, preferences and relative, participating, optional or
special rights, if any, and the qualifications, limitations or
restrictions thereof as may be fixed and determined by resolution
of the Board of Directors of Sprint (the "Sprint Board").
The following are brief summaries of certain provisions with
respect to Sprint Common Stock, par value $2.50 per share, contained
in Sprint's Articles of Incorporation, as amended. Such statements
are qualified in their entirety by reference to such Articles.
The term Preferred Stock, as hereinafter used, includes the Preferred
Stock-First Series, Convertible (the "First Series"), Preferred
Stock-Second Series, Convertible (the "Second Series"), and
Preferred Stock-Fifth Series (the "Fifth Series") and any other
series hereinafter established by the Sprint Board and issued by Sprint
(including, if issued, the Preferred Stock-Sixth Series, Junior
Participating referred to below under "Shareholder Rights").
Sprint Common Stock is listed and traded on the New York Stock
Exchange, the Chicago Stock Exchange and the Pacific Exchange.
Dividend Rights and Restrictions
Subject to certain dividend restrictions of indentures and
other borrowing agreements and to the preferential rights of the
Preferred Stock, holders of Sprint Common Stock are entitled to
dividends as declared thereon by the Sprint Board only
out of net income or earned surplus. The most restrictive
covenants applicable to dividends are contained in a revolving
credit agreement. Among other restrictions, the agreement
requires Sprint to maintain specified levels of consolidated net
worth, as defined. As a result of this requirement, $2.7 billion
of Sprint's $3.6 billion consolidated retained earnings was
effectively restricted from payment of dividends as of September
30, 1997. Before any dividends on Sprint Common Stock may be
paid or declared and set apart for payment, full cumulative
dividends on the Preferred Stock must be paid or
declared and set apart for payment. If Sprint fails to purchase
the Fifth Series shares upon tender by the holders, it is
precluded from declaring or paying dividends on its
Common Stock until it has deposited the funds necessary for
the purchase of such shares. Upon the issuance of other
series of Preferred Stock, the Sprint Board may
provide for dividend restrictions on Sprint Common
Stock as to such series.
The holders of the Class A Common Stock are entitled to
receive dividends in an amount per share equal to the per share
amount of any dividend paid on Sprint Common Stock, payable on
the same date of payment as the corresponding dividend
on the Sprint Common Stock.
Voting Rights
Except as hereinafter noted, holders of Sprint Common Stock,
Class A Common Stock and the First Series, the Second Series
and the Fifth Series are entitled at each stockholders' meeting
of Sprint, as to each matter to be voted upon, to cast one vote for
each share held of record on the books of Sprint.
The Preferred Stock is entitled to vote as a class
with respect to certain matters affecting preferences of the
Preferred Stock or creating prior ranking or parity stock. If
six quarterly dividends on any series of the Preferred Stock
are in arrears, the number of Sprint's directors will be
increased by two and the holders of Preferred Stock voting
as a class will be entitled to elect two directors until all
arrears in dividends have been paid, and in such event Sprint
Common Stock and all voting series of the Preferred
Stock would be entitled to elect the remaining directors
(other than the directors elected by the holders of the Class
A Common Stock, as described below). If no dividends or
less than full cumulative dividends on the Fifth Series shall
have been paid for each of four consecutive dividend periods,
or if arrearages in the payment of dividends on the
Fifth Series shall have cumulated in an amount equal
to full cumulative dividends on the Fifth Series for six
quarterly dividend periods, the holders of the Fifth Series,
acting alone, will be entitled to elect the smallest number
constituting a majority of Sprint's directors then to be
elected until all arrears in such dividends are paid or set aside
for payment.
The holders of Class A Common Stock have certain class
voting rights, including the right to elect their own directors
to the Sprint Board of Directors and to disapprove
certain transactions.
As a general rule, the holders of Class A Common Stock
will be entitled to representation on the Sprint Board equal to
the percent of Sprint voting power owned by them, rounded up
or down to the nearer whole number of directors. In addition,
for as long as it is necessary in order to allow France
Telecom ("FT") and Deutsche Telekom AG ("DT") to receive
certain benefits under relevant tax treaties between the
United States and France and between the United States and
Germany, respectively, the holders of Class A Common Stock
are entitled to elect not less than 20% of the
members of the Sprint Board at any time when their actual
percentage of Sprint voting power is at least 20%.
Until January 31, 1998, Sprint may not undertake
certain transactions, including certain divestitures,
acquisitions and mergers and the declaration of certain
extraordinary cash dividends or distributions to shareholders,
if disapproved by the holders of Class A Common Stock.
As long as any shares of Class A Common Stock are
outstanding, the holders of Class A Common Stock are entitled
to disapprove any amendment to the Articles or
Bylaws of Sprint that would adversely affect their rights, any
issuance by Sprint of capital stock or debt with more than one
vote per share or otherwise having supervoting powers, or any
business combination or merger involving Sprint unless
certain of their rights are preserved. In addition, for a
period of time holders of Class A Common Stock have certain
disapproval rights relating to the sale by Sprint of long
distance assets and transactions that would result in certain
competitors of FT, DT and Global One owning 10% or more of
the outstanding Sprint voting power.
The Sprint Board (other than the directors elected by
the holders of the Class A Common Stock) is divided into
three classes, with each class consisting, as nearly as
possible, of one-third of the total number of directors
(other than the directors elected by the holders of the
Class A Common Stock) and serving a staggered three-year
term. Only one class is elected each year, and it is elected
for a three-year term. The holders of the Class A Common Stock
are not entitled to vote in the election of these directors.
Sprint stockholders are not entitled to cumulative voting
rights in the election of directors.
Sprint's Articles of Incorporation require that
certain business combinations initiated by a holder of at
least 10 percent of Sprint's voting stock must be approved by
the holders of 80 percent of the outstanding voting stock.
Restriction on Purchase of Equity Securities by Sprint
Sprint's Articles of Incorporation prohibit Sprint
from purchasing its own equity securities from an
owner of 5 percent or more of such equity securities (if any
of the securities have been held for less than two years) at a
premium over market price unless Sprint either (1) obtains
the approval of the holders of a majority of the shares of
Sprint's outstanding voting stock (excluding the shares held
by the 5 percent security holder) or (2) makes a tender or
exchange offer to purchase securities of the same
class on the same terms to all holders of such equity securities.
However, the approval of stockholders other than DT, FT and their
affiliates is not required in connection with purchases,
redemptions or other acquisitions by Sprint of Sprint capital
stock held by DT, FT, certain of their designated subsidiaries or
certain other qualified holders of the Class A Common Stock
pursuant to the investment agreements entered into with FT
and DT and the Articles of Incorporation.
Redemption
The Articles of Incorporation permit the redemption of
shares of Sprint Common Stock and, in certain circumstances,
Class A Common Stock held by Aliens if necessary to comply with
the foreign ownership limitations set forth in Section 310 of
the U.S. Communications Act of 1934, as amended. The provisions
permit Sprint Common Stock to be redeemed at a price equal to the
fair market value of the shares, except that the redemption price
in respect of shares purchased by any Alien after November 21,
1995 and within one year of the redemption date would not (unless
otherwise determined by the Sprint Board) exceed the purchase price
paid for such shares by such person.
Shareholder Rights
Each share of Sprint Common Stock and Class A Common
Stock issued prior to the occurrence of certain takeover
events has a Right attached in accordance with the
terms of a Shareholder Rights Plan adopted by Sprint on June 9, 1997.
The Rights do not become exercisable and do not separate from the
shares of Common Stock and Class A Common Stock until the
occurrence of such takeover events. Each Right, when it becomes
exercisable, entitles the holder to purchase a unit consisting of one
one-thousandth of a share of Preferred Stock-Sixth Series,
Junior Participating at a price of $225 per unit, or to purchase
Sprint Common Stock or common stock of the acquiring company having
a value equal to two times the exercise price of the Right,
depending upon the circumstances. Under certain circumstances,
Rights beneficially owned by a person or group of affiliated or
associated persons who have acquired, or obtained the right to
acquire, beneficial ownership of 15 percent or more of the
outstanding shares of Sprint Common Stock and Class A Common
Stock become null and void. The Rights may be redeemed by Sprint
at a price of one cent per Right and expire on June 25, 2007.
The Shareholder Rights Plan provides generally that actions
of FT, DT and their respective affiliates which would otherwise
cause the Rights to detach and become exercisable will not do
so unless such actions also violate the Standstill Agreement
dated as of July 31, 1995 entered into among Sprint, FT and DT.
Liquidation Rights
In the event of liquidation, holders of Sprint Common
Stock will be entitled to share ratably, together with the holders
of any Class A Common Stock then outstanding, in any assets
remaining after the satisfaction in full of the prior rights of
creditors, including holders of Sprint indebtedness, and the
aggregate liquidation preference of any Preferred Stock then
outstanding.
Preemptive Rights
No holder of shares of Sprint Common Stock or any other
capital stock of Sprint is entitled to preemptive rights or
subscription rights, other than pursuant to the Rights
referred to under "Shareholder Rights" above. DT and FT have
the contractual right to purchase additional shares of Class A
Common Stock from Sprint to enable them to maintain their ownership
level at 20% of Sprint's voting securities.
Fully Paid
The outstanding shares of Sprint Common Stock are, and the
shares of Sprint Common Stock offered hereby when issued will be,
fully paid and nonassessable.
Transfer Agents and Registrars
The Transfer Agents and Registrars for Sprint Common
Stock are UMB Bank, n.a. (Missouri), and ChaseMellon Shareholder
Services (New York).
Item 5. Interests of Named Experts and Counsel
The validity of the Options and the authorized and
unissued shares of Sprint Common Stock to be issued under
the Management Incentive Stock Option Plan was passed by
Don A. Jensen, Esq., Vice President and Secretary of Sprint.
Item 6. Indemnification of Directors and Officers
Consistent with Section 17-6305 of the Kansas Statutes
Annotated, Article IV, Section 10 of the Bylaws of Sprint
provides that Sprint will indemnify directors and
officers of the corporation against expenses, judgments,
fines and amounts paid in settlement in connection with any
action, suit or proceeding if the director or officer
acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of Sprint.
With respect to a criminal action or proceeding, the director
or officer must also have had no reasonable cause to believe
his conduct was unlawful.
Under Section 10, Sprint may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of Sprint, or who is or was
serving at the request of Sprint as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability
arising out of his status as such, whether or not Sprint would
have the power to indemnify such persons against such liability.
Sprint carries standard directors and officers liability
coverage for its directors and officers. Subject to certain
limitations and exclusions, the policies reimburse Sprint
for liabilities indemnified under Section 10 and indemnify
directors and officers of Sprint against additional
liabilities not indemnified under Section 10.
Sprint has entered into indemnification agreements
with its directors and officers. These agreements provide for
the indemnification, to the full extent permitted
by law, of expenses, judgments, fines, penalties and amounts
paid in settlement incurred by the director or officer in
connection with any threatened, pending or completed action,
suit or proceeding on account of service as a director, officer or
agent of Sprint.
Item 8. Exhibits
Exhibit
Number Exhibit
4A. Article Fifth, Article Sixth, Article Seventh and Article
Eighth of the Articles of Incorporation of Sprint
Corporation the Articles of Incorporation are filed
as Exhibit 3(a) to Sprint Corporation's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1997 and incorporated herein by reference).
4B. Rights Agreement dated as of June 9, 1997, between
Sprint Corporation and UMB Bank, n.a. as Rights Agent
(filed as Exhibit 1 to Sprint Corporation's Registration
Statement on Form 8-A dated June 12, 1997
(File No. 1-4721), and incorporated herein by reference).
4C. Standstill Agreement dated as of July 31, 1995, by and
among Sprint Corporation, France Telecom and Deutsche
Telekom AG (filed as Exhibit (10)(c) to Sprint Corporation's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995 and incorporated herein by reference).
4D. Amendments to Certain Agreements and Interpretation,
dated June 24, 1997, by and among Sprint Corporation,
France Telecom and Deutsche Telekom AG (filed as Exhibit
4(d) to Sprint Corporation's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997 and
incorporated herein by reference).
5. Opinion and consent of Don A. Jensen, Esq.
23-A. Consent of Ernst & Young LLP.
23-B. Consent of Don A. Jensen, Esq. is contained in his opinion
filed as Exhibit 5.
24. Power of Attorney is contained on page II-13 of this
Registration Statement.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales of
the securities being registered are being made, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, unless such
information is contained in a periodic report filed by
the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 and
incorporated herein by reference;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement, unless such information is contained
in a periodic report filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 and incorporated herein by reference;
and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to
such information in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions described under Item 6 above, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Westwood, State of Kansas, on the 11th day of December,
1997.
SPRINT CORPORATION
By /s/ A. B. KRAUSE
(A. B. Krause, Executive Vice President)
POWER OF ATTORNEY
We, the undersigned officers and directors of Sprint Corporation,
hereby severally constitute W. T. Esrey, A. B. Krause and J.R. Devlin
and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our
names in the capacities indicated below the Registration Statement
filed herewith and any and all amendments to said Registration Statement,
and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable Sprint Corporation to
comply with the provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement and Power of Attorney have been
signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
Chairman of the Board )
and Chief Executive Officer )
/s/ W. T. ESREY (Principal Executive )
(W. T. Esrey) Officer) )
)
Executive Vice President )
and Chief Financial Officer )
/s/ A. B. KRAUSE (Principal Financial ) December 11, 1997
(A. B. Krause) Officer) )
)
Senior Vice President and )
Controller )
/s/ J. P. MEYER (Principal Accounting )
(J. P. Meyer) Officer) )
)
/s/ DUBOSE AUSLEY Director )
(DuBose Ausley) )
)
/s/ W. L. BATTS Director )
(W. L. Batts) )
)
/s/ MICHEL BON Director )
(Michel Bon) )
)
/s/ RUTH M. DAVIS Director ) December 11, 1997
(Ruth M. Davis) )
)
Director )
(I. O. Hockaday, Jr.) )
)
/s/ H. S. HOOK Director )
(H. S. Hook) )
)
/s/ RONALD T. LEMAY Director )
(Ronald T. LeMay) )
)
/s/ LINDA K. LORIMER Director )
(L. K. Lorimer) )
)
/s/ C. E. RICE Director )
(C. E. Rice) )
)
/s/ RON SOMMER Director )
(Ron Sommer) )
)
/s/ STEWART TURLEY Director )
(Stewart Turley) )
</TABLE>
Exhibit Index
Exhibit
Number Page
4A. Article Fifth, Article Sixth, Article Seventh and Article
Eighth of the Articles of Incorporation of Sprint
Corporation (the Articles of Incorporation are filed as
Exhibit 3(a) to Sprint Corporation's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1997 and incorporated herein by reference).
4B. Rights Agreement dated as of June 9, 1997, between Sprint
Corporation and UMB Bank, n.a. as Rights Agent (filed as
Exhibit 1 to Sprint Corporation's Registration Statement on
Form 8-A dated June 12, 1997 (File No. 1-4721), and
incorporated herein by reference).
4C. Standstill Agreement dated as of July 31, 1995, by and
among Sprint Corporation, France Telecom and Deutsche
Telekom AG (filed as Exhibit (10)(c) to Sprint Corporation's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1995 and incorporated herein by reference).
4D. Amendments to Certain Agreements and Interpretation,
dated June 24, 1997, by and among Sprint Corporation, France
Telecom and Deutsche Telekom AG (filed as Exhibit 4(d)
to Sprint Corporation's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997 and incorporated
herein by reference).
5. Opinion and consent of Don A. Jensen, Esq.
23-A. Consent of Ernst & Young LLP.
23-B. Consent of Don A. Jensen, Esq. is contained in his opinion
filed as Exhibit 5.
24. Power of Attorney is contained on page II-13 of this
Registration Statement.
Exhibit 5
December 11, 1997
Sprint Corporation
P.O. Box 11315
Kansas City, Missouri 64112
Re: 6,100,000 Options and 6,100,000 Shares of Common Stock
(par value $2.50 per share) of Sprint Corporation, issuable
in connection with the Management Incentive Stock Option
Plan
Gentlemen:
I have acted as your counsel in connection with the proposed
offering and issuance of an aggregate of 6,100,000 options (the "Options")
to purchase a share of your Common Stock, $2.50 par value, and
6,100,000 additional shares of your Common Stock ("Additional Shares"),
referred to in the Registration Statement on Form S-8 (the
"Registration Statement"), to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act").
In such connection, I have examined the Registration Statement and
I am familiar with the corporate proceedings taken by your stockholders
and your Board of Directors and officers in connection with the
authorization of the Options and the Additional Shares and related
matters, and I have reviewed such documents, records and matters of law
as I have considered necessary for rendering my opinion hereinafter
set forth.
Based upon the foregoing, I am of the opinion that:
1. Sprint Corporation is a corporation duly organized and
validly existing under the laws of the State of Kansas.
2. The Options and the Additional Shares have been duly
and validly authorized and, when (i) the Registration Statement
has become effective under the Act and (ii) the Options and
the Additional Shares are issued and sold in the manner and
upon the terms set forth in the Management Incentive Stock
Option Plan, such Options and Additional Shares will be
legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving such consent, I
do not thereby admit that I am in the category of persons whose
consent is required under Section 7 of the Act.
Very truly yours,
/s/ DON A. JENSEN
Don A. Jensen
DAJ/lb
Exhibit 23-A
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Sprint Corporation Management
Incentive Stock Option Plan of our report dated February 4, 1997,
with respect to the consolidated financial statements
and schedule of Sprint Corporation included in its Annual Report
(Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
Kansas City, Missouri
December 12, 1997
