<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
EARTHLINK NETWORK, INC.
(NAME OF ISSUER)
----------------
COMMON STOCK, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
270322100
(CUSIP NUMBER OF CLASS OF SECURITIES)
----------------
DON A. JENSEN, ESQ.
SPRINT CORPORATION
2330 SHAWNEE MISSION PARKWAY
WESTWOOD, KANSAS 66205
(913) 624-3326
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTES AND COMMUNICATIONS)
COPIES TO:
JOHN A. GRANDA, ESQ.
STINSON, MAG & FIZZELL, P.C.
1201 WALNUT STREET
KANSAS CITY, MISSOURI 64106
(816) 842-8600
----------------
FEBRUARY 10, 1998*
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
* A combined Schedule 14D-1 and Schedule 13D reporting the information
contained herein was filed on February 18, 1998.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
13D Page 2 of 7 Pages
CUSIP NO. 270322100
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS: I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
SPRINT CORPORATION
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(A)[X]
(B) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS:
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E):
[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
KANSAS
- --------------------------------------------------------------------------------
NUMBER OF SHARES BENE- FICALLY OWNED BY EACH REPORT- ING PERSON WITH
7SOLE VOTING POWER 0
-------------------------------------------------------------------
8SHARED VOTING POWER 6,939,496*
-------------------------------------------------------------------
9SOLE DISPOSITIVE POWER 0
-------------------------------------------------------------------
10SHARED DISPOSITIVE POWER 6,939,496*
- --------------------------------------------------------------------------------
11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,939,496*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (11):
61.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*:
CO
- --------------------------------------------------------------------------------
- --------
* Reflects highest number of shares as to which voting power or dispositive
power is shared by virtue of membership in the groups described in Item
2(a)-(c); (f).
2
<PAGE>
13D Page 3 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
The name of the issuer is EarthLink Network, Inc., a Delaware corporation
(the "Company"), and the address of its principal executive offices is 3100
New York Drive, Pasadena, CA 91007. This Schedule 13D relates to agreements
entered into in connection with the offer by Sprint Corporation (the
"Purchaser") to purchase 1,250,000 shares of common stock of the Company, par
value $.01 per share (the "Shares" or "Common Stock"), at a price of $45 per
Share, net to the seller in cash (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase dated February
18, 1998 (the "Offer to Purchase"), and in the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"), copies of which are attached hereto as Exhibits
(a)(1) and (a)(2), respectively. There were 11,301,915 Shares outstanding as
of February 13, 1998.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c); (f) The Purchaser is a Kansas corporation. The information set
forth in Section 11 ("Certain Information Concerning the Purchaser") of the
Offer to Purchase is incorporated herein by reference. The name, business
address, present principal occupation or employment, the material occupations,
positions, offices or employments for the past five years and citizenship of
each executive officer and director of the Purchaser, and the name, principal
business and address of any corporation or other organization in which such
occupations, positions, offices and employments are or were carried on are set
forth in Schedule I to the Offer to Purchase and is incorporated herein by
reference.
In order to induce Sprint and Sprint L.P. to enter into the Investment
Agreement dated February 10, 1998 among the Purchaser, Sprint Communications
Company L.P. ("Sprint L.P."), the Company, Dolphin, Inc. ("Newco") and Dolphin
Sub, Inc. ("Newco Sub") (the "Investment Agreement") and perform the
transactions contemplated thereby (as described under the caption
"Introduction" and in Section 12 ("Purpose of the Offer, The Investment
Agreement; Ancillary Agreements") of the Offer to Purchase which is
incorporated herein by reference), the following members of management and
other stockholders (the "Granting Stockholders") entered into an Agreement to
Vote and Tender Stock dated February 10, 1998 ("Agreement to Vote and Tender
Stock"): Sky D. Dayton, Chairman of the Board of the Company, 1,500,000; Kevin
M. O'Donnell, a director of the Company, 944,614; Gregory Abbott, 427,212;
Robert S. London, 392,032; George Abbott, 203,364; and Storie Partners LP,
521,892. That agreement obligates the Granting Stockholders to tender all of
the 3,989,114 Shares (representing 35.3% of the outstanding Shares) which they
own into the Offer, and to vote those Shares in favor of (i) the Merger, (ii)
the issuance of the Convertible Preferred Stock (as defined under the caption
"Introduction" in the Offer to Purchase), the Convertible Notes (as defined
under the caption "Introduction" in the Offer to Purchase) and the Newco
Common Stock (as defined under the caption "Introduction" in the Offer to
Purchase) issuable upon conversion thereof, (iii) the other transactions
contemplated by the Investment Agreement, and (iv) any related matter that
must be approved by the holders of Common Stock or Newco Common Stock in order
for the transactions contemplated by the Investment Agreement to be
consummated (the matters referred to in (i), (ii), (iii) and (iv) are referred
to collectively as the "Company Stockholder Vote Matters"). In addition, the
following stockholders (the "Voting Stockholders") entered into an Agreement
to Vote Stock dated February 10, 1998 ("Agreement to Vote Stock") which
obligates them to vote all of the 2,950,382 Shares (representing 26.1% of the
outstanding Shares) in favor of the Company Stockholder Vote Matters: George
Soros, 214,545 Shares; Quantum Industrial Partners LDC, 1,456,480; Reed
Slatkin, a director of the Company (through Reed Slatkin & Associates),
1,042,473 Shares; and Sidney Azeez, a director of the Company, 236,884 Shares.
Simultaneously with the execution of the Investment Agreement, the Purchaser
and the following stockholders (the "SA Stockholders") entered into a
Stockholders Agreement (the "Stockholders Agreement", which will not become
effective until the Closing of the transactions contemplated by the Investment
Agreement and then only if the Offer is consummated and the conditions to the
Closing are satisfied or waived on or prior to the Closing) covering all of
the Shares or other equity securities of Newco they now own of record or
beneficially or which they will receive in the Merger, or are convertible into
Newco Common Stock or are
<PAGE>
13D Page 4 of 7 Pages
receivable in respect thereof ("Covered Shares"): Sky Dayton, Chairman of the
Board of the Company, 1,500,000 Shares; Quantum Industrial Partners LDC,
1,456,480 Shares; Kevin M. O'Donnell, a director of the Company, 944,614
Shares; Reed Slatkin, a director of the Company (through Reed Slatkin &
Associates), 1,042,473 Shares; George Soros, 214,545 Shares; and Sidney Azeez,
a director of the Company, 236,884 Shares. The Stockholders Agreement
obligates the SA Stockholders to (i) vote all of the 5,394,996 Covered Shares
in favor of a Sprint Offer or Qualified Offer (as the terms Sprint Offer and
Qualified Offer are defined in Section 12 of the Offer to Purchase under the
subcaptions "Purchases of Additional Equity Securities; Business Combinations"
and "Third Party Offers", respectively) involving a business combination or
related matter, and (ii) to tender all of the Covered Shares into a tender
offer initiated by Sprint to effect a Sprint Offer or a Qualified Offer.
The Purchaser and Sprint L.P. may be deemed to be members of a group with
the Granting Stockholders with respect to the agreements to vote and tender
the 3,989,114 Shares contemplated by the Agreement to Vote and Tender Stock,
and thus may be viewed as sharing voting and dispositive power for those
purposes with respect to the Shares covered thereby. The Purchaser and Sprint
L.P. may also be deemed to be members of a group with the Voting Stockholders
with respect to the agreements to vote the 2,950,382 Shares contemplated by
the Agreement to Vote Stock, and thus may be viewed as sharing voting power
for that purpose with respect to the Shares covered thereby. Finally, the
Purchaser and Sprint L.P. may be deemed to be members of a group with the SA
Stockholders with respect to the agreements to vote and tender the 5,394,996
covered shares of Newco Common Stock contemplated by the Stockholders
Agreement, and thus may be viewed as sharing voting and dispositive power with
respect to the Covered Shares. By virtue of such shared voting and/or
investment powers, the Purchaser may be deemed to share beneficial ownership
of the Shares covered by those agreements.
The Purchaser is making a separate filing to report its shared beneficial
ownership of Shares and Newco Common Stock resulting from its membership in
the three groups described in the three immediately preceding paragraphs.
Sprint does not have knowledge of the information called for by Instruction C
to Schedule 13D with respect to the other members of such groups and therefore
is not required to report such information in this Schedule 13D pursuant to
Rule 13d-1(k)(2), except for the information set forth under the caption
"Beneficial Ownership of Common Stock" in the Company's Proxy Statement dated
January 23, 1998.
(d); (e) During the last five years, neither the Purchaser, nor, to the best
of the Purchaser's knowledge, any of the executive officers or directors of
the Purchaser has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
any such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violation of such law.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Section 10 ("Source and Amount of Funds") of
the Offer to Purchase is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(h) The information set forth under the caption "Introduction" and in
Sections 7 ("Effect of the Offer on the Market for Common Stock; Stock
Quotation; and Exchange Act Registration") and Section 12 ("Purpose of the
Offer, The Investment Agreement; Ancillary Agreements") of the Offer to
Purchase is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(c) The information set forth under the caption "Introduction", and in
Section 9 ("Certain Information Concerning the Purchaser") and Section 12
("Purpose of the Offer; The Investment Agreement; Ancillary Agreements") of
the Offer to Purchase is incorporated herein by reference.
<PAGE>
13D Page 5 of 7 Pages
(d) The Purchaser has only shared voting and dispositive power to the extent
described in the response to Items 2(a)-(c) and (g) hereof which is
incorporated herein by reference. The Purchaser does not have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares reported in response to paragraphs (a)-(c) of
this Item 5.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The information set forth under the caption "Introduction" and in Section 9
("Certain Information Concerning the Purchaser"), Section 11 ("Contacts with
the Company; Background of the Offer") and Section 12 ("Purpose of the Offer;
The Investment Agreement; Ancillary Agreements") of the Offer to Purchase is
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated February 18, 1998.*
(a)(2) Letter of Transmittal.*
(a)(3) Letter, dated February 18, 1998 from the Dealer Manager to brokers,
dealers, commercial banks, trust companies and nominees.*
(a)(4) Letter, dated February 18, 1998 to be sent by brokers, dealers,
commercial banks, trust companies and nominees to their clients.*
(a)(5) Notice of Guaranteed Delivery.*
(a)(6) IRS Guidelines for Certification of Taxpayer Identification Number
Substitute Form W-9.*
(a)(7) Text of Press Release, dated February 10, 1998 issued by Purchaser
and EarthLink Network, Inc.*
(a)(8) Summary newspaper advertisement, dated February 18, 1998.*
(b)(1) Investment Agreement, dated February 10, 1998, between Sprint
Corporation, Sprint Communications Company L.P., EarthLink Network,
Inc., Dolphin, Inc. and Dolphin Sub, Inc.*
(b)(2) Governance Agreement, dated February 10, 1998, between Sprint
Corporation, Sprint Communications Company L.P., EarthLink Network,
Inc. and Dolphin, Inc.*
(b)(3) Stockholders' Agreement, dated February 10, 1998, between Sprint
Corporation, Sprint Communications Company L.P., EarthLink Network,
Inc., Dolphin, Inc. and the SA Stockholders (as defined in Section
2).*
(b)(4) Agreement and Plan of Merger, dated February 10, 1998, between
EarthLink Network, Inc., Dolphin, Inc. and Dolphin Sub, Inc.*
(b)(5) Credit Agreement, dated February 10, 1998, between Sprint
Corporation, EarthLink Network, Inc. and Dolphin, Inc.*
(b)(6) Registration Rights Agreement, dated February 10, 1998, between
Sprint Corporation, Sprint Communications Company L.P., EarthLink
Network, Inc. and Dolphin, Inc.*
<PAGE>
13D Page 6 of 7 Pages
(b)(7) Proposed Form of Certificate of Designation, Preferences and Rights
of Series A Convertible Preferred Stock of Dolphin, Inc.*
(b)(8) Agreement to Vote and Tender Stock, dated February 10, 1998, between
Sprint Corporation, Sprint Communications Company L.P. and the
Granting Stockholders (as defined in Section 2).*
(b)(9) Agreement to Vote Stock, dated February 10, 1998, between Sprint
Corporation, Sprint Communications Company L.P. and the Voting
Stockholders (as defined in Section 2).*
- --------
* Filed with combined Schedule 14D-1 and Schedule 13D dated February 18, 1998
and incorporated by reference herein.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 20, 1998.
Sprint Corporation
/s/ Don A. Jensen
By: _________________________________
Name: Don A. Jensen
Title: Vice President
<PAGE>
13D Page 7 of 7 Pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
(a)(1) Offer to Purchase, dated February 18, 1998.*
(a)(2) Letter of Transmittal.*
(a)(3) Letter, dated February 18, 1998 from the Dealer Manager to brokers,
dealers, commercial banks, trust companies and nominees.*
(a)(4) Letter, dated February 18, 1998 to be sent by brokers, dealers,
commercial banks, trust companies and nominees to their clients.*
(a)(5) Notice of Guaranteed Delivery.*
(a)(6) IRS Guidelines for Certification of Taxpayer Identification Number
Substitute Form W-9.*
(a)(7) Press Release, dated February 18, 1998.*
(a)(8) Summary newspaper advertisement, dated February 18, 1998.*
(b)(1) Investment Agreement, dated February 10, 1998, between Sprint
Corporation, Sprint Communications Company L.P., EarthLink Network,
Inc., Dolphin, Inc. and Dolphin Sub, Inc.*
(b)(2) Governance Agreement, dated February 10, 1998, between Sprint
Corporation, Sprint Communications Company L.P., EarthLink Network,
Inc. and Dolphin, Inc.*
(b)(3) Stockholders' Agreement, dated February 10, 1998, between Sprint
Corporation, Sprint Communications Company L.P., EarthLink Network,
Inc., Dolphin, Inc. and the SA Stockholders (as defined in Section
2).*
(b)(4) Agreement and Plan of Merger, dated February 10, 1998, between
EarthLink Network, Inc., Dolphin, Inc. and Dolphin Sub, Inc.*
(b)(5) Credit Agreement, dated February 10, 1998, between Sprint Corporation,
EarthLink Network, Inc. and Dolphin, Inc.*
(b)(6) Registration Rights Agreement, dated February 10, 1998, between Sprint
Corporation, Sprint Communications Company L.P., EarthLink Network,
Inc. and Dolphin, Inc.*
(b)(7) Proposed Form of Certificate of Designation, Preferences and Rights of
Series A Convertible Preferred Stock of Dolphin, Inc.*
(b)(8) Agreement to Vote and Tender Stock, dated February 10, 1998, between
Sprint Corporation, Sprint Communications Company L.P. and the
Granting Stockholders (as defined in Section 2).*
(b)(9) Agreement to Vote Stock, dated February 10, 1998, between Sprint
Corporation, Sprint Communications Company L.P. and the Voting
Stockholders (as defined in Section 2).*
</TABLE>
- --------
* Filed with combined Schedule 14D-1 and Schedule 13D dated February 18, 1998
and incorporated by reference herein.
