Registration No. 33-31802
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
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)
________________________
OUTSIDE DIRECTORS' STOCK OPTIONS
UNDER THE SPRINT CORPORATION
1997 LONG-TERM STOCK INCENTIVE PROGRAM
(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
________________________
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 is being filed with
respect to an aggregate of 286,434 shares of Sprint Corporation
FON Common Stock - Series 1, par value $2.00 per share ("FON
Stock"), and 143,217 shares of Sprint Corporation PCS Common
Stock - Series 1, par value $1.00 per share ("PCS Stock"),
issuable to Outside Directors under Sprint's 1997 Long-Term Stock
Incentive Program.
This Registration Statement as originally filed related to
the offering of 150,000 shares of Sprint Common Stock ("Sprint
Common Stock") issuable to Outside Directors under Sprint's Long-
Term Stock Incentive Program on the exercise of options. In
December, 1989, there was a two-for-one split of the Sprint
Common Stock, increasing the number of shares covered by the
Registration Statement to 300,000 shares. In connection with the
spin-off of Sprint's cellular division in March 1996, the number
of shares covered by the Registration Statement was increased to
360,562 shares to prevent dilution. Options for 74,128 shares
have been exercised, leaving 286,434 shares. On November 23,
1998, following approval by Sprint's shareholders, Sprint's
Articles of Incorporation were restated to reclassify each share
of Sprint Common Stock into one share of FON Stock and one-half
of a share of PCS Stock. Accordingly, the purpose of this Post-
Effective Amendment No. 1 is to reflect the reclassification of
the 286,434 shares of Sprint Common Stock into the 286,434 shares
of FON Stock and the 143,217 shares of PCS Stock now covered by
the Registration Statement.
<PAGE>
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, 1997.
-- Sprint's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998.
-- Sprint's Current Reports on Form 8-K dated May 26, 1998,
June 29, 1998, October 28, 1998, November 2, 1998 and November
12, 1998.
-- Sprint's Proxy Statement/Prospectus that forms a part of
Registration Statement No. 333-65173.
-- Description of FON Common Stock contained in Sprint's
Registration Statement on Form 8-A relating to Sprint's FON
Common Stock, filed November 2, 1998.
-- Description of FON Group Rights contained in Amendment No. 2
to Sprint's Registration Statement on Form 8-A relating to
Sprint's FON Group Rights, filed November 25, 1998.
-- Description of PCS Common Stock contained in Sprint's
Registration Statement on Form 8-A relating to Sprint's PCS
Common Stock, filed November 2, 1998.
-- Description of PCS Group Rights contained in Amendment No. 1
to Sprint's Registration Statement on Form 8-A relating to
Sprint's PCS Group Rights, filed November 25, 1998.
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 Amendment to the Registration
Statement and prior to the termination of the offering of the
securities covered by this Registration Statement.
<PAGE>
Item 4. Description of Securities
See Incorporation of Documents by Reference.
Item 5. Interests of Named Experts and Counsel
The validity of the authorized and unissued shares of FON
Common Stock and PCS Common Stock to be issued to Outside
Directors under the 1997 Long-Term Stock Incentive Program upon
exercise of options was passed upon 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.
<PAGE>
Item 8. Exhibits.
Exhibit
Number Exhibits
4A. The rights of Sprint's equity security holders are
defined in Article Fifth, Article Sixth, Article
Seventh and Article Eighth of the Articles of
Incorporation of Sprint Corporation. The Articles are
filed as Exhibit 4A to Post-Effective Amendment No. 2
to Sprint Corporation's Registration Statement on Form
S-3 (No. 33-58488) and incorporated herein by
reference.
4B. Rights Agreement dated as of November 23, 1998, between
Sprint Corporation and UMB Bank, n.a. (filed as Exhibit
4.1 to Amendment No. 1 to Sprint Corporation's
Registration Statement on Form 8-A relating to Sprint's
PCS Group Rights, filed November 25, 1998, and
incorporated herein by reference).
4C. Provisions regarding the Capital Stock Committee are
set forth in Article IV, Section 13 of the Bylaws. The
Bylaws are filed as Exhibit 4C to Post-Effective
Amendment No. 2 to Sprint Corporation's Registration
Statement on Form S-3 (No. 33-58488) and incorporated
herein by reference.
4D. Tracking Stock Policies of Sprint Corporation (filed as
Exhibit 4D to Post-Effective Amendment No. 2 to Sprint
Corporation's Registration Statement on Form S-3 (No.
33-58488) and incorporated herein by reference).
4E. Amended and Restated Standstill Agreement dated as of
November 23, 1998, by and among Sprint Corporation,
France Telecom S.A. and Duetsche Telekom AG (filed as
Exhibit 4E to Post-Effective Amendment No. 2 to Sprint
Corporation's Registration Statement on Form S-3 (No.
33-58488) 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 Deloitte & Touche LLP.
23-C. Consent of Don A. Jensen, Esq. is contained in his
opinion filed as Exhibit 5.
24. Power of Attorney.*
*Previously filed.
<PAGE>
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
<PAGE>
(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.
<PAGE>
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 Amendment to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Westwood, State of
Kansas, on the 3rd day of December, 1998.
SPRINT CORPORATION
By /s/ Don A. Jensen
(Don A. Jensen, Vice President)
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed by
the following persons in the capacities and on the date
indicated.
Name Title Date
Chairman of the Board and )
Chief Executive Officer )
/s/ W. T. Esrey (Principal Executive )
(W. T. Esrey) Officer) )
)
)
Executive Vice President )
- Chief Financial Officer )
/s/ A. B. Krause (Principal Financial )
(A. B. Krause) Officer) )
)
)
Senior Vice President and )
Controller )
/s/ J. P. Meyer (Principal Accounting ) December 3, 1998
(J. P. Meyer) Officer) )
)
Director )
(DuBose Ausley) )
)
W. L. BATTS* Director )
)
)
Director )
(Michel Bon) )
)
Director )
(I. O. Hockaday, Jr.) )
)
<PAGE>
HAROLD S. HOOK* Director )
)
)
/s/ Ronald T. LeMay Director )
(R. T. LeMay) )
)
Director ) December 3, 1998
(L. K. Lorimer) )
)
CHARLES E. RICE* Director )
)
)
Director )
(Ron Sommer) )
)
STEWART TURLEY* Director )
)
/s/ A. B. Krause
* (Signed by A.B. Krause, Attorney-in-Fact,
pursuant to Power of Attorney filed with
this Registration Statement No. 33-31802)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibits
4A. The rights of Sprint's equity security holders are
defined in Article Fifth, Article Sixth, Article
Seventh and Article Eighth of the Articles of
Incorporation of Sprint Corporation. The Articles are
filed as Exhibit 4A to Post-Effective Amendment No. 2
to Sprint Corporation's Registration Statement on Form
S-3 (No. 33-58488) and incorporated herein by
reference.
4B. Rights Agreement dated as of November 23, 1998, between
Sprint Corporation and UMB Bank, n.a. (filed as Exhibit
4.1 to Amendment No. 1 to Sprint Corporation's
Registration Statement on Form 8-A relating to Sprint's
PCS Group Rights, filed November 25, 1998, and
incorporated herein by reference).
4C. Provisions regarding the Capital Stock Committee are
set forth in Article IV, Section 13 of the Bylaws. The
Bylaws are filed as Exhibit 4C to Post-Effective
Amendment No. 2 to Sprint Corporation's Registration
Statement on Form S-3 (No. 33-58488) and incorporated
herein by reference.
4D. Tracking Stock Policies of Sprint Corporation (filed as
Exhibit 4D to Post-Effective Amendment No. 2 to Sprint
Corporation's Registration Statement on Form S-3 (No.
33-58488) and incorporated herein by reference).
4E. Amended and Restated Standstill Agreement dated as of
November 23, 1998, by and among Sprint Corporation,
France Telecom S.A. and Duetsche Telekom AG (filed as
Exhibit 4E to Post-Effective Amendment No. 2 to Sprint
Corporation's Registration Statement on Form S-3 (No.
33-58488) 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 Deloitte & Touche LLP.
23-C. Consent of Don A. Jensen, Esq. is contained in his
opinion filed as Exhibit 5.
24. Power of Attorney.*
*Previously filed.
Exhibit 5
December 3, 1998
Sprint Corporation
P.O. Box 11315
Kansas City, Missouri 64112
Re: 286,434 shares of FON Common Stock (par value $2.00 per
share) and 143,217 shares of PCS Common Stock (par
value $1.00 per share), issuable in connection with the
Outside Directors Options under the 1997 Long-Term
Stock Incentive Program
Gentlemen:
I have acted as your counsel in connection with the proposed
offering, issuance and sale by you of an aggregate of 286,434
shares of your FON Common Stock and 143,217 shares of your PCS
Common Stock (the "Shares") referred to in Amendment No. 1 to the
Registration Statement on Form S-8 (the "Amendment"), 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 Amendment and I am familiar with
the proceedings taken by your stockholders and your Board of
Directors and officers in connection with the authorization of
the Shares, the recapitalization of your Common Stock into FON
Common Stock and PCS Common Stock, 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 Shares have been duly and validly authorized, and when
(i) the Amendment has become effective under the Act and (ii) the
Shares are issued and sold to optionees in the manner and upon
the terms set forth in the 1997 Long-Term Stock Incentive
Program, such Shares will be legally issued, fully paid and
nonassessable.
<PAGE>
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
EXHIBIT 23-A
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Outside
Directors' Stock Options under the 1997 Long-Term Stock Incentive
Program of Sprint Corporation of our reports for Sprint
Corporation and the FON Group dated February 3, 1998 (except Note
1, as to which the date is May 26, 1998) and our report for the
PCS Group dated May 26, 1998 included in Sprint's Proxy
Statement/Prospectus that forms a part of Registration Statement
No. 333-65173 and in Sprint's Current Report (Form 8-K) dated
November 2, 1998 filed with the Securities and Exchange
Commission, and our report dated February 3, 1998, 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, 1997, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Kansas City, Missouri
December 3, 1998
Exhibit 23-B
INDEPENDENT AUDITORS' CONSENTS
We consent to the use in Post-Effective Amendment No. 1 to
Registration Statement No. 33-31802 of Sprint Corporation on Form
S-8 of our report dated May 26, 1998 (August 6, 1998 as to Note
4), on 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 (which expresses an
unqualified opinion and includes an explanatory paragraph
referring to the emergence from the development stage), appearing
in Registration Statement No. 333-65173 and Form 8-K dated
November 2, 1998 which are incorporated by reference in this
Registration Statement, and of our report dated May 26, 1998
(August 6, 1998 as to Note 4) relating to the combined financial
statement schedule appearing elsewhere in Registration Statement
No. 333-65173 which is incorporated by reference in this
Registration Statement.
We consent to the use in Post-Effective Amendment No. 1 to
Registration Statement No. 33-31802 of Sprint Corporation on Form
S-8 of our report dated February 3, 1998, on Sprint Spectrum
Holding Company, L.P. and subsidiaries (which expresses an
unqualified opinion and includes an explanatory paragraph
referring to the emergence from the development stage) appearing
in the Annual Report on Form 10-K of Sprint Corporation for the
year ended December 31, 1997, Form 8-K dated November 2, 1998 and
Registration Statement No. 333-65173 which are incorporated by
reference in this Registration Statement.
We consent to the use in Post-Effective Amendment No. 1 to
Registration Statement No. 33-31802 of Sprint Corporation on Form
S-8 of our reports dated February 3, 1998, on Sprint Spectrum
L.P. and Sprint Spectrum Finance Corporation (which expresses an
unqualified opinion and includes an explanatory paragraph
referring to the emergence from the development stage) appearing
in Registration Statement No. 333-65173 which is incorporated by
reference in this Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Kansas City, Missouri
December 3, 1998
