<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 1998
REGISTRATION NO. 333-65173
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
SPRINT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
KANSAS 4813 48-0457967
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
P.O. BOX 11315
KANSAS CITY, MISSOURI 64112
(913) 624-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
DON A. JENSEN, ESQ.
VICE PRESIDENT AND SECRETARY
SPRINT CORPORATION
P.O. BOX 11315
KANSAS CITY, MISSOURI 64112
(913) 624-3326
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
WITH A COPY TO:
BRUCE N. HAWTHORNE, ESQ.
E. WILLIAM BATES II, ESQ.
KING & SPALDING
1185 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 556-2100
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement is declared effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
--------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The following summary is qualified in its entirety by reference to the
complete text of the statute referred to below and the Registrant's Restated
Articles of Incorporation and Bylaws.
Under Section 17-6305 of the Kansas General Corporation Code (the "Kansas
Code"), a corporation may indemnify a director, officer, employee or agent of
the corporation (or other entity if such person is serving in such capacity at
the corporation's request) against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. In the case of an action brought by
or in the right of a corporation, the corporation may indemnify a director,
officer, employee or agent of the corporation (or other entity if such person
is serving in such capacity at the corporation's request) against expenses
(including attorneys' fees) actually and reasonably incurred by him if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless a court determines that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses as the court shall
deem proper. Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil or criminal suit or proceeding may be paid by
the corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the corporation.
Consistent with Section 17-6305 of the Kansas Code, Article IV, Section 10
of the Bylaws of the Registrant provide that the Registrant will indemnify its
directors and officers 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 the Registrant. 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.
In accordance with Section 17-6002(b)(8) of the Kansas Code, the
Registrant's Restated Articles of Incorporation provide that directors shall
not be personally liable for monetary damages for breaches of their fiduciary
duty as directors except for (i) breaches of their duty of loyalty to the
Registrant or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or knowing violations of law, (iii)
certain transactions under Section 17-6424 of the Kansas Code (unlawful
payment of dividends) or (iv) transactions from which a director derives an
improper personal benefit.
Under Article IV, Section 10 of the Bylaws of the Registrant, the Registrant
may purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Registrant, or who is or was
serving at the request of the Registrant 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 the Registrant would have the power to indemnify such persons against
liability. The Registrant carries standard directors and officers liability
coverage for its directors and officers and the directors and officers of its
subsidiaries. Subject to certain limitations and exclusions, the policies
reimburse the Registrant for liabilities indemnified under the Bylaws and
indemnify the directors and officers against additional liabilities not
indemnified under the Bylaws.
II-1
<PAGE>
The Registrant 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, employee or agent of the Registrant.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<C> <S>
2.1 Restructuring and Merger Agreement By and Among Sprint Corporation,
Tele-Communications, Inc., Comcast Corporation, Cox Communications,
Inc. and certain of their subsidiaries, dated as of May 26, 1998
(filed as Annex V as part of this Registration Statement and as
Exhibit 2 to Sprint Corporation Current Report on Form 8-K dated May
26, 1998 and incorporated herein by this reference thereto).
3.1 Sprint's Articles of Incorporation (filed as Exhibit 3(a) to Sprint
Corporation Quarterly Report on Form 10-Q for the quarter ended June
30, 1997 and incorporated herein by reference).
3.2 Sprint's Amended and Restated Articles of Incorporation (filed as
Annex IV to the Prospectus forming part of this Registration
Statement).
(+)3.3 Sprint's Bylaws.
4.1 The rights of Sprint's equity security holders are defined in the
Fifth, Sixth, Seventh and Eighth Articles of Sprint's Articles of
Incorporation (filed as Exhibit 3(a) to Sprint Corporation Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997 and
incorporated herein by reference).
4.2 The rights of Sprint's equity security holders as of the completion of
the PCS Restructuring will be defined in the Fifth, Sixth, Seventh and
Eighth Articles of Sprint's Amended and Restated Articles of
Incorporation (filed as part of Annex IV (pages IV-1 through IV-79) to
the Prospectus forming part of this Registration Statement).
4.3 The rights of Sprint's equity security holders as of the consummation
of the Recapitalization will be defined in the Fifth, Sixth, Seventh
and Eighth Articles of Sprint's Amended and Restated Articles of
Incorporation (filed as part of Annex IV (pages IV-80 through IV-177)
to the Prospectus forming part of this Registration Statement).
4.4 Standstill Agreement dated as of July 31, 1995, by and among Sprint
Corporation, France Telecom S.A. and Deutsche Telekom AG (filed as
Exhibit (10)(c) to Sprint Corporation Quarterly Report on Form 10-Q
for the quarter ended June 30, 1995 and incorporated herein by
reference).
4.5 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 Registration Statement on Form 8-A dated June 12, 1997
(File No. 1-4721) and incorporated herein by reference).
4.6 Amendments to Certain Agreements and Interpretation, dated June 24,
1997, by and among Sprint Corporation, France Telecom S.A. and
Deutsche Telekom AG (filed as Exhibit 4(d) to Sprint Corporation
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 and
incorporated herein by reference).
4.7 Form of Amended and Restated Rights Agreement between Sprint
Corporation and UMB Bank, n.a., as Rights Agent (filed as Exhibit 4.1
to Sprint Corporation Current Report on Form 8-K dated June 29, 1998
and incorporated herein by reference).
4.8 Form of Amended and Restated Standstill Agreement by and among Sprint
Corporation, France Telecom S.A. and Deutsche Telekom AG (filed as
Exhibit 4.2 to Sprint Corporation Current Report on Form 8-K dated
June 29, 1998 and incorporated herein by reference).
(+)5.1 Opinion of Don A. Jensen as to the legality of the securities being
registered.
(*)8.1 Opinion of King & Spalding regarding tax matters.
(*)8.2 Opinion of Stinson, Mag & Fizzell.
(*)8.3 Opinion of Stinson, Mag & Fizzell.
(+)10.1 Form of Amended and Restated Registration Rights Agreement among
Sprint Corporation, France Telecom S.A. and Deutsche Telekom A.G.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
-------- ---------------------------------------------------------------------
<C> <S>
(+)10.2 Form of Registration Rights Agreement among Sprint Corporation, Tele-
Communications, Inc., Comcast Corporation and Cox Communications,
Inc.
10.3 Form of Standstill Agreement, dated May 26, 1996, between Sprint
Corporation and each of Tele-Communications, Inc., Comcast
Corporation and Cox Communications, Inc. (filed as Exhibit 10.3 to
Sprint Corporation Registration Statement on Form S-3, Registration
No. 333-64241, filed on September 25, 1998 and incorporated herein by
reference).
10.4 Employment Agreement, dated as of July 29, 1996, between Sprint
Spectrum Holding Company, L.P. and Andrew Sukawaty (filed as Exhibit
10.20 to Sprint Spectrum L.P. Registration Statement on Form S-1,
Registration No. 333-06609, filed on August 12, 1996 and incorporated
herein by reference).
10.5 Senior Note Indenture, dated August 15, 1996, among Sprint Spectrum
L.P., Sprint Spectrum Finance Corporation, and The Bank of New York,
as Trustee (filed as Exhibit 4.1 to Sprint Spectrum L.P. Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996 and
incorporated herein by reference).
10.6 Senior Discount Note Indenture, dated August 15, 1996, between Sprint
Spectrum L.P., Sprint Spectrum Finance Corporation, and The Bank of
New York, as Trustee (filed as Exhibit 4.3 to Sprint Spectrum L.P.
Quarterly Report on Form 10-Q for the quarter ended September 30,
1996 and incorporated herein by reference).
10.7 Credit Agreement, dated as of October 2, 1996, between Sprint
Spectrum L.P. and Northern Telecom Inc. (filed as Exhibit 10.28 to
Sprint Spectrum L.P. Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 and incorporated herein by reference).
10.8 Credit Agreement, dated as of October 2, 1996, between Sprint
Spectrum L.P. and Lucent Technologies Inc. (filed as Exhibit 10.29 to
Sprint Spectrum L.P. Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 and incorporated herein by reference).
10.9 Credit Agreement, dated as of October 2, 1996, among Sprint Spectrum
L.P., the several banks and other financial institutions and entities
from time to time parties to the Credit Agreement and The Chase
Manhattan Bank, as administrative agent for the lenders (filed as
Exhibit 10.30 to Sprint Spectrum L.P. Annual Report on Form 10-K for
the fiscal year ended December 31, 1996 and incorporated herein by
reference).
10.10 Trust Agreement, dated as of October 2, 1996 among Sprint Spectrum
L.P., First Union National Bank and Kenneth D. Benton (filed as
Exhibit 10.31 to Sprint Spectrum L.P. Annual Report on Form 10-K for
the fiscal year ended December 31, 1996 and incorporated herein by
reference).
10.11 Pledge Agreement, dated as of October 2, 1996, made by Sprint
Spectrum L.P. and MinorCo, L.P. in favor of the Trustees under the
Trust Agreement (filed as Exhibit 10.32 to Sprint Spectrum L.P.
Annual Report on Form 10-K for the fiscal year ended December 31,
1996 and incorporated herein by reference).
10.12 Borrower Security Agreement, dated as of October 2, 1996, made by
Sprint Spectrum L.P. and MinorCo, L.P. in favor of the Trustees under
the Trust Agreement (filed as Exhibit 10.33 to Sprint Spectrum L.P.
Annual Report on Form 10-K for the fiscal year ended December 31,
1996 and incorporated herein by reference).
10.13 Subsidiary Security Agreement, dated as of October 2, 1996, made by
Sprint Spectrum L.P. and MinorCo, L.P. in favor of the Trustees under
the Trust Agreement (filed as Exhibit 10.34 to Sprint Spectrum L.P.
Annual Report on Form 10-K for the fiscal year ended December 31,
1996 and incorporated herein by reference).
10.14 Guarantee, dated as of October 2, 1996, by WirelessCo, L.P. in favor
of the trustees under the Trust Agreement (filed as Exhibit 10.35 to
Sprint Spectrum L.P. Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 and incorporated herein by reference).
10.15 Guarantee, dated as of October 2, 1996, by Sprint Spectrum Equipment
Company, L.P. in favor of the Trustees under the Trust Agreement
(filed as Exhibit 10.36 to Sprint Spectrum L.P. Annual Report on Form
10-K for the fiscal year ended December 31, 1996 and incorporated
herein by reference).
10.16 Guarantee, dated as of October 2, 1996, by Sprint Spectrum realty
Company, L.P. in favor of the Trustees under the Trust Agreement
(filed as Exhibit 10.37 to Sprint Spectrum L.P. Annual Report on Form
10-K for the fiscal year ended December 31, 1996 and incorporated
herein by reference).
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
--------- --------------------------------------------------------------------
<C> <S>
10.17 Amendment No. 1 dated as of May 29, 1997, to the Credit Agreement,
dated as of October 2, 1996, among Sprint Spectrum L.P., Lucent
Technologies Inc., the several banks and other financial
institutions and entities from time to time parties to the Credit
Agreement and Lucent Technologies Inc., as agent for the Lenders
(filed as Exhibit 10.1 to Sprint Spectrum L.P. Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997 and incorporated
herein by reference).
10.18 First Amendment dated as of April 30, 1997, to the Credit Agreement
dated as of October 2, 1996, among Sprint Spectrum L.P., Northern
Telecom Inc., the several banks and other financial institutions and
entities from time to time parties to the Credit Agreement and Bank
of America NT & SA, as agent for the Lenders (filed as Exhibit 10.2
to Sprint Spectrum L.P. Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 and incorporated herein by reference).
10.19 First Amendment dated as of December 15, 1997 to the Credit
Agreement, dated as of October 2, 1996, among Sprint Spectrum L.P.,
the several banks and other financial institutions and entities from
time to time parties to the Credit Agreement and The Chase Manhattan
Bank, as Administrative Agent for the Lenders (filed as Exhibit 10.9
to Sprint Spectrum L.P. Annual Report on Form 10-K for the fiscal
year ended December 31, 1997 and incorporated herein by reference).
10.20 Second Amendment dated as of December 15, 1997 to the Credit
Agreement dated as of October 2, 1996, among Sprint Spectrum L.P.,
Lucent Technologies Inc., the several banks and other financial
institutions and entities from time to time parties to the Credit
Agreement and The Chase Manhattan Bank, as agent for the Lenders
(filed as Exhibit 10.10 to Sprint Spectrum L.P. Annual Report on
Form 10-K for the fiscal year ended December 31, 1997 and
incorporated herein by reference).
10.21 Second Amendment dated as of November 20, 1997 to the Credit
Agreement dated as of October 2, 1996, among Sprint Spectrum L.P.,
Northern Telecom Inc., the several banks and other financial
institutions and entities from time to time parties to the Credit
Agreement and Bank of America NT and SA, as agent for the Lenders
(filed as Exhibit 10.10 to Sprint Spectrum L.P. Annual Report on
Form 10-K for the fiscal year ended December 31, 1997 and
incorporated herein by reference).
10.22 Master Restructuring and Investment Agreement among Sprint
Corporation, France Telecom S.A. and Deutsche Telekom AG, dated as
of May 26, 1998 (filed as Exhibit 99(B) to Sprint Corporation
Current Report on Form 8-K dated May 26, 1998 and incorporated
herein by reference).
10.23 364-Day Credit Agreement, dated as of August 7, 1998, among Sprint
Corporation and Sprint Capital Corporation, as Borrowers, and The
Initial Lenders Named Therein, as Initial Lenders, and Citibank,
N.A., as Administrative Agent and Morgan Guaranty Trust Company of
New York, as Syndication Agent, and Bank of America National Trust
and Savings Association and The Chase Manhattan Bank, as
Documentation Agents (filed as Exhibit 10.23 to Sprint Corporation
Registration Statement on Form S-3, Registration No. 333-64241,
filed on September 25, 1998 and incorporated herein by reference).
10.24 Five-Year Credit Agreement, dated as of August 7, 1998, among Sprint
Corporation and Sprint Capital Corporation, as Borrowers, and The
Initial Lenders Named Therein, as Initial Lenders, and Citibank,
N.A., as Administrative Agent, and Morgan Guaranty Trust Company of
New York, as Syndication Agent, and Bank of America National Trust
and Savings Association and The Chase Manhattan Bank, as
Documentation Agents (filed as Exhibit 10.24 to Sprint Corporation
Registration Statement on Form S-3, Registration No. 333-64241,
filed on September 25, 1998 and incorporated herein by reference).
23.1.1 Consent of Ernst & Young LLP.
23.1.2 Consent of Deloitte & Touche LLP.
23.1.3 Consent of King & Spalding (included in Exhibit 8.1).
23.1.4 Consent of Don A. Jensen (included in Exhibit 5.1).
(*)23.1.5 Consents of Stinson, Mag & Fizzell (included in Exhibits 8.2 and
8.3).
24.1 Power of attorney of the officers and directors of Registrant
signing this Registration Statement (included on signature page).
</TABLE>
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(*) Filed herewith.
(+) Previously filed.
Sprint will furnish to the Securities and Exchange Commission, upon request,
a copy of the instruments defining the rights of holders of its long-term debt.
The total amount of securities authorized under any of said instruments (other
than those listed above) does not exceed 10% of the total assets of Sprint.
II-4
<PAGE>
(b) Financial Statement Schedules
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Sprint Corporation
We have audited the consolidated financial statements of Sprint Corporation
("Sprint") as of December 31, 1997 and 1996, and for each of the three years
in the period ended December 31, 1997, and have issued our report thereon
dated February 3, 1998, except for Note 1, as to which the date is May 26,
1998 (included elsewhere in this Registration Statement). Our audits also
included the financial statement schedule included in Item 21(b) of this
Registration Statement. This schedule is the responsibility of the management
of Sprint. Our responsibility is to express an opinion based on our audits.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as whole,
presents fairly in all material respects the information set forth therein.
Ernst & Young LLP
Kansas City, Missouri
February 3, 1998
SPRINT CORPORATION
SCHEDULE II--CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
ADDITIONS
----------------
BALANCE CHARGED CHARGED BALANCE
BEGINNING TO TO OTHER OTHER END OF
OF YEAR INCOME ACCOUNTS DEDUCTIONS YEAR
--------- ------- -------- ---------- -------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
1997
Allowance for doubtful
accounts..................... $117.4 $388.9 $ 4.0 $(363.6)(1) $146.7
------ ------ ----- ------- ------
Valuation allowance--deferred
income tax assets............ $ 13.7 $ 2.6 $ -- $ (4.5) $ 11.8
------ ------ ----- ------- ------
1996
Allowance for doubtful
accounts..................... $125.8 $248.5 $(1.5) $(255.4)(1) $117.4
------ ------ ----- ------- ------
Valuation allowance--deferred
income tax assets............ $ 17.4 $ 1.9 $ -- $ (5.6) $ 13.7
------ ------ ----- ------- ------
1995
Allowance for doubtful
accounts..................... $ 87.5 $219.2 $ 7.0 $(187.9)(1) $125.8
------ ------ ----- ------- ------
Valuation allowance--deferred
income tax assets............ $ 21.1 $ 4.3 $ -- $ (8.0) $ 17.4
------ ------ ----- ------- ------
</TABLE>
- --------
(1) Accounts written off, net of recoveries.
II-5
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Sprint Corporation
We have audited the combined financial statements of the FON Group (as
described in Note 2 to the combined financial statements) as of December 31,
1997 and 1996, and for each of the three years in the period ended December
31, 1997, and have issued our report thereon dated February 3, 1998, except
for Note 1, as to which the date is May 26, 1998 (included elsewhere in this
Registration Statement). Our audits also included the combined financial
statement schedule included in Item 21(b) of this Registration Statement. This
schedule is the responsibility of the management of Sprint Corporation. Our
responsibility is to express an opinion based on our audits.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as whole,
presents fairly in all material respects the information set forth therein.
Ernst & Young LLP
Kansas City, Missouri
February 3, 1998
FON GROUP
SCHEDULE II--COMBINED VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
ADDITIONS
----------------
BALANCE CHARGED CHARGED BALANCE
BEGINNING TO TO OTHER OTHER END OF
OF YEAR INCOME ACCOUNTS DEDUCTIONS YEAR
--------- ------- -------- ---------- -------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
1997
Allowance for doubtful
accounts..................... $117.4 $388.9 $ 4.0 $(363.6)(1) $146.7
------ ------ ----- ------- ------
Valuation allowance--deferred
income tax assets............ $ 13.7 $ 2.6 $ -- $ (4.5) $ 11.8
------ ------ ----- ------- ------
1996
Allowance for doubtful
accounts..................... $125.8 $248.5 $(1.5) $(255.4)(1) $117.4
------ ------ ----- ------- ------
Valuation allowance--deferred
income tax assets............ $ 17.4 $ 1.9 $ -- $ (5.6) $ 13.7
------ ------ ----- ------- ------
1995
Allowance for doubtful
accounts..................... $ 87.5 $219.2 $ 7.0 $(187.9)(1) $125.8
------ ------ ----- ------- ------
Valuation allowance--deferred
income tax assets............ $ 21.1 $ 4.3 $ -- $ (8.0) $ 17.4
------ ------ ----- ------- ------
</TABLE>
- --------
(1) Accounts written off, net of recoveries.
II-6
<PAGE>
INDEPENDENT AUDITORS' REPORT
Partners of Sprint Spectrum Holding Company, L.P., MinorCo, L.P., PhillieCo
Partners I, L.P. and PhillieCo Partners II, L.P.
Kansas City, Missouri
We have audited the combined financial statements of Sprint Spectrum Holding
Company, L.P. and subsidiaries, MinorCo, L.P. and subsidiaries, PhillieCo
Partners I, L.P. and subsidiaries and PhillieCo Partners II, L.P. and
subsidiaries (the "Partnerships") as of December 31, 1997 and 1996 and for
each of the three years in the period ended December 31, 1997, and have issued
our report thereon dated May 26, 1998 (August 6, 1998 as to Note 4). Our
audits also included the combined financial statement schedule of the
Partnerships, included in Item 21(b) of this Registration Statement. This
financial statement schedule is the responsibility of the Partnerships'
management. Our responsibility is to express an opinion based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
Deloitte & Touche LLP
Kansas City, Missouri
May 26, 1998
(August 6, 1998 as to Note 4)
SPRINT SPECTRUM HOLDING COMPANY
COMBINED WITH MINORCO AND PHILLIECO
SCHEDULE II--COMBINED VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
ADDITIONS
---------------------
BALANCE AT CHARGED CHARGED BALANCE AT
BEGINNING TO COSTS AND TO OTHER OTHER END OF
DESCRIPTION OF YEAR EXPENSE ACCOUNTS DEDUCTIONS YEAR
- ------------------------ ---------- ------------ -------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Receivables
1997
Allowance for doubtful
accounts.............. $202 $11,539 $-- $(4,426)(1) $7,315
1996
Allowance for doubtful
accounts.............. $-- $ 202 $-- $ -- $ 202
1995
Allowance for doubtful
accounts.............. $-- $ -- $-- $ -- $ --
</TABLE>
- --------
(1) Accounts written off, net of recoveries.
II-7
<PAGE>
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) 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 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 the time shall be deemed to be the
initial bona fide offering thereof.
(b) (1) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this
registration statement, by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the
applicable form.
(2) That every prospectus: (i) that is filed pursuant to paragraph
(1) immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will
be filed as a part of an amendment to the registration statement and
will not be used until such amendment is effective, and that, for
purposes 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.
(c) (i) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this
Form, within one business day of receipt of such request and to send the
incorporated documents by first class mail or other equally prompt means.
This undertaking includes information contained in documents filed
subsequent to the effective date of the Registration Statement through the
date of responding to the request.
(d) To supply by means of a post-effective amendment all information
concerning a transaction and the company being acquired involved herein,
that was not the subject of and included in the Registration Statement when
it became effective.
(e) To file, during any period in which offers or sales 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;
(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; and
(iii) To include any material information with respect of the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (e)(i) and (e)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant Sprint Corporation
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
II-8
<PAGE>
(f) 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.
(g) 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.
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, 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.
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 1 to Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Westwood, State of Kansas, on the 5th day of October, 1998.
SPRINT CORPORATION
/s/ J.R. Devlin
By: _________________________________
(J.R. Devlin, Executive Vice
President--General Counsel and
External Affairs)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO REGISTRATION STATEMENT HAS BEEN SIGNED BELOW 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 October 5, 1998
_________________________________ Chief Executive Officer
(W.T. ESREY) (Principal Executive
Officer)
(*) Executive Vice President-- October 5, 1998
_________________________________ Chief Financial Officer
(A.B. KRAUSE) (Principal Financial
Officer)
(*) Senior Vice President and October 5, 1998
_________________________________ Controller (Principal
(J.P. MEYER) Accounting Officer)
(*) Director October 5, 1998
_________________________________
(DUBOSE AUSLEY)
(*) Director October 5, 1998
_________________________________
(WARREN L. BATTS)
(*) Director October 5, 1998
_________________________________
(MICHEL BON)
(*) Director October 5, 1998
_________________________________
(IRVINE O. HOCKADAY, JR.)
(*) Director October 5, 1998
_________________________________
(HAROLD S. HOOK)
</TABLE>
II-10
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
(*) Director October 5, 1998
_________________________________
(RONALD T. LEMAY)
(*) Director October 5, 1998
_________________________________
(LINDA KOCH LORIMER)
(*) Director October 5, 1998
_________________________________
(CHARLES E. RICE)
Director
_________________________________
(RON SOMMER)
(*) Director October 5, 1998
_________________________________
(STEWART TURLEY)
</TABLE>
(*)By /s/ J. R. Devlin
-----------------------
(J. R. DEVLIN
ATTORNEY-IN-FACT)
II-11
<PAGE>
EXHIBIT 8.1
KING & SPALDING
1185 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036-4003
TELEPHONE: 212/556-2100
FACSIMILE: 212/556-2222
September 29, 1998
Sprint Corporation
2330 Shawnee Mission Parkway
Westwood, Kansas 66205
Re: Certain Federal Income Tax Consequences of the Recapitalization of
the Stock of Sprint Corporation
------------------------------------------------------------------
Ladies and Gentlemen:
We have acted as tax counsel to Sprint Corporation ("Sprint") in
connection with certain transactions contemplated in the Restructuring and
Merger Agreement dated May 26, 1998, by and among Sprint, Tele-Communications,
Inc., Comcast Corporation, Cox Communications, Inc., Sprint Enterprises, L.P.,
TCI Spectrum Holdings, Inc., Comcast Telephony Services, Cox Telephony
Partnership, TCI Philadelphia Holdings, Inc., Comcast Telephony Services, Inc.,
Com Telephony Services, Inc., Cox Telephony Partners, Inc., Cox Communications
Wireless, Inc., SWV One, Inc., SWV Two, Inc., SWV Three. Inc., SWV Four, Inc.,
SWV Five, Inc., SWV Six, Inc. (the "Restructuring Agreement"), in particular the
Recapitalization as defined and described in such agreement. In connection with
the filing with the Securities and Exchange Commission of a registration
statement on Form S-4 (the "Registration Statement") containing a proxy
statement/prospectus (the "Prospectus"), you have requested our opinion
regarding (i) the federal income tax consequences to Sprint and its shareholders
from the Recapitalization, and (ii) the accuracy of the discussion included in
the Prospectus under the caption "Federal Income Tax Consequences."
All terms used herein without definition shall have the respective
meanings specified in the Restructuring Agreement, or if not defined therein the
respective meanings specified in the Amended and Restated Articles of
Incorporation of Sprint (the "Articles of Incorporation") .
<TABLE>
<S> <C> <C>
191 PEACHTREE STREET 1730 PENNSYLVANIA AVENUE, N.W. 1100 LOUISIANA STREET, SUITE 3300
ATLANTA, GA 30303-1763 WASHINGTON, DC 20006-4706 HOUSTON, TX 77002-5219
TELEPHONE: 404/572-4600 TELEPHONE: 202/737-0500 TELEPHONE: 713/751-3200
FACSIMILE 404/572-5100 FACSIMILE: 202/626-3737 FACSIMILE: 713/751-3290
</TABLE>
<PAGE>
Sprint Corporation
September 29, 1998
Page 2
INFORMATION RELIED UPON
-----------------------
In rendering the opinions expressed herein, we have examined such
documents as we have deemed appropriate. Specifically, we have examined, among
other documents, (i) the Restructuring Agreement, (ii) the Policy Statement
Regarding Tracking Stock Matters of the Sprint Board of Directors, (iii) the
Articles of Incorporation, (iv) the Registration Statement, (v) the Tax Sharing
Agreement, and (vi) all pertinent attachments and exhibits to all of the
foregoing (collectively, the "Transaction Documents").
In our examination of the Transaction Documents and in our reliance
upon them in issuing this opinion, we have assumed, with your consent, that all
Transaction Documents submitted to us as photocopies or by telecopy faithfully
reproduce the originals thereof; that the originals are authentic; that all
such Transaction Documents submitted to us have been or will be duly executed
and validly signed (or filed, where applicable) to the extent required in
substantially the same form as they have been provided to us; that the
Recapitalization will be consummated in compliance with the terms of the
Transaction Documents in all material respects; that each executed Transaction
Document will constitute the legal, valid, binding, and enforceable agreement
of the signatory parties; that all representations and statements set forth in
the Transaction Documents are and will remain true, accurate, and complete in
al1 material respects; and that all obligations imposed on, or covenants agreed
to by, the parties pursuant to any of the Transaction Documents have been or
will be performed or satisfied in accordance with their terms in all material
respects.
We also have obtained such additional information, upon which we also
have relied in rendering this opinion, as we have deemed relevant and necessary
through consultations with various representatives of Sprint. Furthermore, we
have obtained a written certificate from an executive officer of Sprint to
verify certain relevant facts that have been represented to us or that we have
been authorized to assume and upon which we have relied in rendering this
opinion. Moreover, you have permitted us to rely on the opinion of Stinson, Mag
& Fizzell, dated May 26, l998 regarding certain corporate law matters and the
reaffirmation dated on or about September 29, 1998. In addition, you have
permitted us to assume that issued and outstanding instruments designated as
the stock of Sprint will be treated under Kansas law as validly issued and
outstanding shares of Sprint stock. You have also permitted us to assume that
the par value of the stock surrendered or deemed surrendered in the
Recapitalization will be allocated among the reclassified stock resulting from
the Recapitalization.
<PAGE>
Sprint Corporation
September 29, 1998
Page 3
OPINION
-------
Based on the foregoing, it is our opinion that:
(1) the Recapitalization will constitute a recapitalization within the
meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986 (the
"Code");
(2) any outstanding stock which is designated as common stock of Sprint in
the Articles of Incorporation will constitute voting stock of Sprint for
federal income tax purposes;
(3) except with respect to cash paid in lieu of fractional shares, if any,
the holders of such stock of Sprint will not recognize income, gain or loss in
and as a result of the Recapitalization;
(4) such stock of Sprint received in the Recapitalization will not
constitute Section 306 stock within the meaning of Section 306(c) of the Code;
(5) holders of Existing Common Stock will take a tax basis in the FON
Stock and PCS Stock equal to the tax basis prior to the Recapitalization in the
Existing Common Stock (reduced by the amount allocable to any fractional share
interest for which cash is received), with such tax basis being allocated among
the FON Stock and PCS Stock in proportion to their relative fair market values
at the time of the Recapitalization;
(6) cash received in lieu of fractional shares will result in the
recognition of gain or loss equal to the difference, if any, between the
stockholder's basis in the fractional shares and the amount of cash received;
(7) a stockholder's holding period for shares of PCS Stock and FON Stock
received in the Recapitalization will include such stockholder's holding period
for the shares of Existing Common Stock surrendered therefor; and
(8) the discussion contained in the Prospectus under the caption "Federal
Income Tax Consequences" constitutes an accurate summary of the material United
States federal income tax consequences of the Recapitalization.
The opinions expressed herein are not applicable to stockholders who, for
federal income tax purposes, are subject to special tax treatment, such as,
without limitation, insurance companies, corporations subject to the alternative
minimum tax, banks, dealers in securities or tax-exempt organizations, persons
that hold Existing Common Stock as part of straddle, hedging or conversion
transactions, persons whose functional currency is not the U.S. dollar, or to
stockholders who acquired their stock pursuant to the exercise of employee stock
options or otherwise as compensation, or, stockholders of Sprint who do not hold
their shares of Sprint as capital assets within the meaning of Section 1221 of
the Code.
The opinions expressed herein are based upon existing statutory,
regulatory, administrative, and judicial authority in effect as of the date of
this letter, any of which may be changed at any time with retroactive effect.
Further, our opinions are based solely on the documents that we have examined
the additional information that we have obtained, and the
<PAGE>
Sprint Corporation
September 29, 1998
Page 4
representations referred to herein that we have assumed with your consent to be
true, accurate, and complete on the date hereof. Our opinions cannot be relied
upon if any of the material facts contained in such documents or any such
additional information is, or later becomes, materially inaccurate or if any of
the representations referred to herein is, or later becomes, materially
inaccurate.
Our opinions represent our legal judgment, have no official status of
any kind, and are not binding upon the Internal Revenue Service or any court. In
this regard we note that no existing authority directly addresses the federal
income tax classification of multiple classes of stock of a single corporation,
each of which is intended to relate to and to track the economic performance of
separate businesses owned and operated (directly or indirectly) by the issuing
corporation. Moreover, the current policy of the Internal Revenue Service is to
refuse to issue private letter rulings as to the federal income tax
classification of stock such as FON Stock and PCS Stock.
Finally, our opinion is limited to the tax matters specifically
addressed herein. We have not been asked to address, nor have we addressed, any
other tax consequences of the Recapitalization or other transactions described
in the Restructuring Agreement, including, hut not limited to, any state, local,
or foreign tax consequences.
This letter is furnished by us as counsel to Sprint solely in
connection with the Recapitalization and is for the benefit of Sprint and may
not be relied upon for any other purpose without our express written consent. We
hereby consent, however, to the filing of this opinion as an exhibit to the
Registration Statement and to reference of our name under the caption "Federal
Income Tax Consequences" in the Prospectus. In giving such consent, we do not
thereby admit that we are included within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933 or rules and
regulations promulgated thereunder.
Very truly yours,
/s/ King & Spalding
KING & SPALDING
<PAGE>
STINSON, MAG & FIZZELL
A PROFESSIONAL CORPORATION
1201 WALNUT STREET
KANSAS CITY, MISSOURI 64106-2150
TELEPHONE 816.842.8600
FACSIMILE 816.691.3495
Exhibit 8.2
John A. Granda
Direct Dial: (816) 691-3188
May 26, 1998
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
Re: Sprint Corporation
Ladies and Gentlemen:
We have acted as special counsel to Sprint Corporation, a Kansas
corporation (the "Company"), on Kansas law matters in connection with the
certain transactions contemplated in the Restructuring and Merger Agreement
dated May 26, 1998, by and among the Company, Tele-Communications, Inc., a
Delaware corporation, Comcast Corporation, a Pennsylvania corporation, Cox
Communications, Inc., a Delaware corporation, TCI Spectrum Holdings, Inc., a
Colorado corporation, Comcast Telephony Services, a Delaware general
partnership, Cox Telephony Partnership, a Delaware general partnership, Sprint
Enterprises, L.P., a Delaware limited partnership; TCI Philadelphia Holdings,
Inc., a Delaware corporation, Com Telephony Services, Inc., a Delaware
corporation, Comcast Telephony Services, Inc., a Delaware corporation, Cox
Telephony Partners, Inc., a Delaware corporation and Cox Communications
Wireless, Inc., a Delaware corporation, Sprint/TCI Merger Sub1, Inc., a Colorado
corporation, Sprint/TCI Merger Sub2, Inc., a Delaware corporation,
Sprint/Comcast Merger Sub1, Inc., a Delaware corporation, Sprint/Comcast Merger
Sub2, Inc., a Delaware corporation, Sprint/Cox Merger Sub1, Inc., a Delaware
corporation, and Sprint/Cox Merger Sub2, Inc., a Delaware corporation (the
"Restructuring Agreement"), and in particular the Recapitalization as defined
and described in such agreement. All terms used herein without definition shall
have the respective meanings specified in the Restructuring Agreement.
Except as indicated below, we have examined the originals or copies,
certified by officers of the Company to our satisfaction, of (i) the
Restructuring Agreement, (ii) the Management and Allocation Policies attached as
Exhibit F to the Restructuring Agreement (the "Policies"), (iii) the Amended and
Restated Articles of Incorporation of the Company attached as Exhibit E to the
Restructuring Agreement (the "Articles of Incorporation"), (iv) the Company's
Bylaws, and
<PAGE>
May 26, 1998
Page 2
(v) minutes of the applicable meetings of the Board of Directors, together with
such other corporate documents and records, certificates of public officials,
and other certificates, opinions and documents as we have deemed necessary or
appropriate, and have made such other investigations of fact and law as we have
deemed necessary or appropriate, to render the opinions set forth below.
In rendering the opinions set forth below, we have made, with your
consent and without independent investigation on our part, the following
assumptions:
A. All documents submitted to us as certified, conformed,
photostatic or facsimile copies conform to the original documents and all such
original documents and all documents submitted to us as originals are authentic
and complete and all signatures thereon are genuine. We have also assumed that
all certifications made to us by officers or representatives of the Company,
public officials and others concerning factual matters are accurate, complete
and properly given.
B. It is the mutual understanding of the parties to the
Restructuring Agreement that the Board of Directors' right to modify, suspend,
rescind or interpret the Policies pursuant to Section 13 of the Policies (i)
cannot be used in a way that would adversely affect the holders of capital stock
other than the common stock of the Company or the PCS Preferred Stock, (ii) does
not grant to the Board of Directors the right or otherwise permit it to modify,
suspend, rescind or interpret the Policies in a manner that is contrary to or
inconsistent with the Articles of Incorporation, and (iii) shall apply to each
of the provisions of the Policies, other than Sections 10 and 11.1 thereof,
including, without limitation, Sections 6(i) and 11.2.3 (which Sections describe
the Board of Directors' intention not to take certain actions without the prior
approval or consent of a majority of the holders of certain classes of stock).
C. There is no oral or written agreement, promise, statement,
understanding, or other conduct, or reliance upon any of the foregoing, by the
parties to the Restructuring Agreement that contradicts, is inconsistent with or
otherwise modifies the mutual understanding described in paragraph B above.
Based on and subject to the assumptions and qualifications herein, and
except as otherwise provided by Section 6.15 of the Restructuring Agreement
(which prohibits any change or amendment of the Policies prior to the
Recapitalization without the consent of each of the Cable Parents), it is our
opinion that the prerogative of the Board of Directors, expressed in Section 13
of the Policies, to modify, suspend, rescind and interpret such Policies (except
as set forth in Sections 10 and 11.1 thereof) is retained and may be exercised
by the Board of Directors.
<PAGE>
May 26, 1998
Page 3
in its sole and absolute discretion, subject only to its fiduciary duty to the
Company as a whole and to its stockholders and such prerogative is not otherwise
limited by Kansas law or equitable principles.
Our opinion is limited to the laws of the State of Kansas. This letter
and the opinions expressed herein are solely for your benefit, and the benefit
of the Company and its stockholders, in connection with the opinions you are
rendering regarding certain federal income tax consequences of the
Recapitalization of the stock of the Company, and may neither be used,
circulated, quoted or otherwise referred to for any other purposes, nor filed
with any governmental agency (other than the Securities and Exchange Commission
("SEC") in connection with any registration statement filed by or on behalf of
the Company) or other person without our prior written consent. Other than King
& Spalding, the SEC and the Company and its stockholders, no one is entitled to
rely on this letter or the opinions expressed herein. The opinions expressed
herein are as of the date hereof, and nothing herein shall be deemed to extend
the date of this opinion or to be an expression of our opinion as of any date
subsequent to the date of this letter.
Very truly yours
STINSON, MAG & FIZZELL, P.C.
By /s/ John A. Granda
John A. Granda
JAG/lkf
<PAGE>
STINSON, MAG & FIZZELL
A PROFESSIONAL CORPORATION
1201 WALNUT STREET
KANSAS CITY, MISSOURI 64106-2150
TELEPHONE 816.842.8600
FACSIMILE 816.691.3495
Exhibit 8.3
JOHN A. GRANDA
DIRECT DIAL: (816) 691-3188
SEPTEMBER 29, 1998
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303
Ladies and Gentlemen:
You have asked us to reaffirm our opinion letter, dated May 26, 1998 and
addressed to you, concerning certain prerogatives of the Board of Directors of
Sprint Corporation, a Kansas corporation ("the Initial Opinion"). All
capitalized terms used in this letter, but not defined herein, shall have the
meanings ascribed to them in the Initial Opinion.
On the basis, and subject to the assumptions, limitations and
qualifications included in the Initial Opinion, which are incorporated herein by
this reference to the same extent as though made on the date hereof and set
forth in full herein, we hereby reaffirm, as of the date hereof, the opinions
given in the Initial Opinion. We further assume that the documents and
agreements which we examined and which are referred to in the second paragraph
of the Initial Opinion have not been amended, modified, terminated or
supplemented since the date of the Initial Opinion, other than the amendment to
Section 3.1 of the Amended and Restated Articles of Incorporation of Sprint
proposed by us. The Initial Opinion shall remain unaffected and unchanged by
this letter and nothing in this letter shall supplement, amend, replace, or
otherwise modify the opinions rendered in the Initial Opinion.
This letter is solely for your benefit, and the benefit of the Company and
its stockholders, in connection with the opinion you are filing with the
Securities and Exchange Commission in conjunction with a registration statement
under the Securities Act of 1933, as amended, on behalf of the Company. This
letter may neither be used, circulated, quoted or otherwise referred to for any
other purposes, nor filed with any governmental agency (other than the
Securities and Exchange Commission ("SEC") in connection with any registration
statement filed by or on behalf of the Company) or other person without our
prior written consent. Other than King & Spalding, the SEC and the Company and
its stockholders, no one is entitled to rely on this letter. The reaffirmation
in this letter is as of the date hereof, and nothing herein shall
<PAGE>
King & Spalding
September 29, 1998
Page 2
be deemed to extend the date of this reaffirmation or to be an expression of our
reaffirmation as of any date subsequent to the date of this letter.
Very truly yours,
STINSON, MAG & FIZZELL, P.C.
By /s/ John A. Granda
John A. Granda
cc: Michael T. Hyde
Craig L. Evans
