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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(AMENDMENT NO. 4)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
and
SCHEDULE 13D/A
(AMENDMENT NO. 4)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
EARTHLINK NETWORK, INC.
(NAME OF SUBJECT COMPANY)
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SPRINT CORPORATION
(BIDDER)
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COMMON STOCK, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
270322100
(CUSIP NUMBER OF CLASS OF SECURITIES)
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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 NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
COPIES TO:
JOHN A. GRANDA, ESQ.
STINSON, MAG & FIZZELL, P.C.
1201 WALNUT STREET
KANSAS CITY, MISSOURI 64106
(816) 842-8600
CALCULATION OF FILING FEE
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<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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<S> <C>
$56,250,000 $11,250
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* For purposes of calculating the amount of the filing fee only. The amount
assumes the purchase of 1,250,000 shares of Common Stock, $.01 par value
per share, of Earthlink Network, Inc. at $45.00 per share.
** 1/50th of 1% of Transaction Valuation.
[X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULES 0-11(a)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR
SCHEDULE AND THE DATE OF ITS FILING.
Amount previously paid: $11,250 Filing party: Sprint Corporation
Form or registration no.: Schedule 14D-1 Date filed: February 18, 1998
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CUSIP NO. 270322100 14D-1 AND 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS: I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
SPRINT CORPORATION
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(A)[X]
(B)[_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS:
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(E) OR 2(F):
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION:
KANSAS
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,644,996*
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[_]
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9 PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (7):
55.0%
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10 TYPE OF REPORTING PERSON*:
CO
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* 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)-
(d); (g).
2
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TENDER OFFER
This Amendment No. 4 constitutes the final amendment (the "Final
Amendment") to the Tender Offer Statement on Schedule 14D-1/13D (the "Schedule
14D-1/13D") filed with the Securities and Exchange Commission on February 18,
1998 by Sprint Corporation ("Sprint") relating to the offer by Sprint to
purchase 1,250,000 shares of common stock, par value $.01 per share (the
"Shares" or "Common Stock"), of EarthLink Network, Inc., a Delaware corporation
(the "Company"), at a price of $45 per Share, 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 to the Schedule 14D-1/13D as Exhibits
(a)(1) and (a)(2), respectively. This filing also constitutes amendment No. 4
to the Schedule 13D originally filed pursuant to Section 13(d) of the Securities
Exchange Act of 1934, as amended, on behalf of Sprint.
Capitalized terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Offer to Purchase and the Schedule 14D-1/13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and supplemented by adding thereto the following:
(a)-(d);(g) On June 5, 1998, the Company Stockholder Vote Matters were
approved by the requisite votes of the stockholders of the Company at a special
meeting thereof, and the Merger was consummated as contemplated in the
Investment Agreement. As a result thereof, the Agreement to Vote and Tender
Stock and the Agreement to Vote Stock are of no further force and effect and the
Shares of Common Stock covered thereby are no longer deemed to be beneficially
owned by the Purchaser except to the extent such shares are Covered Shares,
which are subject to the Stockholders' Agreement. The Stockholders' Agreement
became effective on June 5, 1998, and accordingly, the 5,394,996 Covered Shares
are included in the shares beneficially owned by the Purchaser.
Pursuant to the Merger, the 1,250,000 Shares of Common Stock of the Company
purchased by the Purchaser pursuant to the Offer, and the 5,394,996 Covered
Shares were converted into an equal number of shares of common stock of Newco.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and supplemented by adding thereto the following:
(a)-(b) The Offer expired at 1:30 p.m., New York City time, on Friday, June
5, 1998. Based on information provided by the Depositary, there were validly
tendered and not withdrawn 7,538,299 shares of Common Stock. Of the 7,538,299
shares of Common Stock validly tendered and not withdrawn at such time,
1,250,000 were accepted for payment on a pro rata basis. On June 8, 1998, Sprint
and the Company issued a joint press release attached hereto as Exhibit (a)(11).
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by adding thereto the following
Exhibit:
(a)(11) Press Release jointly issued by Sprint and the Company, dated
June 8, 1998.
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SIGNATURE
After due 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: June 10, 1998
Sprint Corporation
By: /s/ Don A. Jensen
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Name: Don A. Jensen
Title: Vice President
Exhibit (a)(11)
For Immediate Release
EARTHLINK "SPRINTS" AHEAD CAPTURING #2 ISP POSITION
WITH 680,000 MEMBERS
EarthLink completes tender offer with Sprint and launches unified Internet
service; EarthLink sets on future, debuts new look
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PASADENA, Calif., June 8, 1998 -- EarthLink Network, Inc. (NASDAQ: ELNK)
announced today the completion of its tender offer and related transactions with
Sprint Corporation. This announcement launches the EarthLink Sprint Internet
service, which will pair EarthLink with Sprint's powerful network and marketing
channels. Concurrently, EarthLink will debut its new logo, which will carry the
Company's brand identity into the next century.
"EarthLink's intense focus on excellent service and support has allowed us to
build momentum and surpass many of our early competitors," said Sky Dayton,
founder and chairman of EarthLink. "Our alliance with Sprint will play a key
role in further accelerating our growth. They've committed to put the power of
the Sprint marketing machine behind our company. At the same time, we have
already laid the operational groundwork to scale from hundreds of thousands to
millions of members quickly."
"EarthLink is the perfect Internet access partner for Sprint," said William T.
Esrey, chairman and CEO of Sprint. "We've been impressed with their unmatched
focus on high quality service and their ability to consistently execute in this
fast-moving industry. As we move ahead to implement or revolutionary Integrated
On-Demand Network (ION), we look forward to providing EarthLink Sprint customers
with faster, more robust Internet access than ever before."
Targeting the Masses
EarthLink and Sprint have worked closely to create marketing programs which will
aggressively target the mass market and the installed customer bases of both
companies. The EarthLink Sprint Internet service will be marketed in Sprint's
long distance, local and PCS customer base channels. Additionally, Sprint is the
official provider of long distance service to the National Football League
(NFL), for which EarthLink Sprint will be the exclusive Internet service.
EarthLink Sprint will also be featured at 6,000 RadioShack locations and in
Sprint's summer movie promotions.
The Deal
On February 11, 1998, EarthLink and Sprint announced a transaction to create a
single, unified Internet service with the potential to reach millions of new
customers. The deal provides EarthLink with significant network infrastructure,
nearly $24MM in cash, a $100MM credit line, approximately 130,000 new members
initially and commitments from Sprint to deliver a minimum of 750,000 new
members to EarthLink over the next 5 years. Sprint acquired a 28 percent
minority interest in EarthLink and two board seats, which will be occupied by
Esrey and Patti Manuel, president and COO of Sprint's long distance division.
Moving Forward
EarthLink has achieved extraordinary growth: from zero to 680,000 members in
less than four years. The company added 50,000 new members in April and May, and
on Friday, June 5, successfully transitioned an estimated 130,000 Sprint
Internet Passport customers to its service.
Dayton added, "With Sprint, we hope to take EarthLink to a whole new level.
Today, we debut a new logo for EarthLink which signifies our commitment to the
future. This new mark is bold, like our marketing, friendly, like our demeanor
towards our members, and it is also incredibly simple, like our vision."
About Sprint
Sprint is a global communications company at the forefront in integrating long
distance, local and wireless communications services, and one of the world's
largest carriers of Internet traffic. Sprint built and operates the United
States' only nationwide all-digital, fiber-optic network and is the leader in
advanced data communications services. Sprint has $15 billion in annual revenues
and serves more than 16 million business and residential customers.
About EarthLink
EarthLink is the world's largest independent Internet service provider. Through
a full range of innovative access and hosting services, the company makes the
Internet relevant and productive to hundreds of thousands of individuals and
businesses every day. Headquartered in Pasadena, EarthLink provides local access
to thousands of communities internationally from more than 1,400 points of
presence. Additional service and pricing information is available by calling
800-395-8425 and through EarthLink's Web site at www.earthlink.net.
