<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
and
SCHEDULE 13D/A
(AMENDMENT NO. 1)
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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<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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<S> <C>
$56,250,000 $11,250
</TABLE>
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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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<PAGE>
14D-1 AND 13D Page 2 of 7 Pages
CUSIP NO. 270322100
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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:
6,939,496*
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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):
61.4%
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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
<PAGE>
14D-1 AND 13D Page 3 of 7 Pages
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is EarthLink Network, Inc., a Delaware
corporation (the "Company"), and the address of its principal executive
offices is 3100 New York Drive, Pasadena, CA 91107.
(b) This Schedule 14D-1 relates to 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.
(c) Information concerning the principal market in which the Shares are
traded and the high and low sales price of the Shares for each quarterly
period since the Company became publicly traded is set forth in Section 6
("Price Range of the Shares; Dividends on the Shares") of the Offer to
Purchase and is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d); (g) 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
<PAGE>
14D-1 AND 13D Page 4 of 7 Pages
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 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.
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 and Schedule 14D-1 with respect to the other members of such
groups and therefore is not required to report such information in this
combined Schedule 13D and 14D-1 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.
(e); (f) 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. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) The information set forth under the caption "Introduction" and in
Sections 11 ("Contacts with the Company; Background of the Offer") and 12
("Purpose of the Offer; The Investment Agreement; Ancillary Agreements") of
the Offer to Purchase is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in Section 10 ("Source and Amount of Funds")
of the Offer to Purchase is incorporated herein by reference.
(b)-(c) Not applicable.
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14D-1 AND 13D Page 5 of 7 Pages
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(g) 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 12 ("Purpose of the Offer, The
Investment Agreement; Ancillary Agreements") of the Offer to Purchase is
incorporated herein by reference.
The purpose of the Offer is merely to serve as one step in acquiring an
equity interest in the Company that is linked by the Investment Agreement with
the other transactions contemplated thereby since the Offer cannot be
consummated unless all such other transactions will be consummated immediately
thereafter. The Offer, together with such other transactions, are motivated by
the Purchaser's and the Company's desire to provide Internet access services
on a collaborative basis and the Purchaser's common underlying purpose of
benefitting from the enhanced capabilities for growth and financial and
strategic success by joining forces with the Company.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) 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.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'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 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth under the caption "Introduction" and in Section 10
("Source and Amount of Funds") and Section 16 ("Fees and Expenses") of the
Offer to Purchase is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Section 9 ("Certain Information Concerning the
Purchaser") of the Offer to Purchase is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(a) The information set forth under the caption "Introduction" and in
Section 12 ("Purpose of the Offer; The Investment Agreement; Ancillary
Agreements") of the Offer to Purchase is incorporated herein by reference.
(b)-(c) The information set forth in Section 15 ("Certain Legal Matters") of
the Offer to Purchase is incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
(f) The information set forth in the Offer to Purchase, the Letter of
Transmittal and each of the other exhibits hereto, to the extent not otherwise
set forth herein, is incorporated herein by reference.
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14D-1 AND 13D Page 6 of 7 Pages
On March 20, 1998, the Purchaser issued a press release, a copy of which is
attached as Exhibit (a)(9) and incorporated herein by reference, relating to
the extension of the Offer until 6:00 p.m., New York City time, on June 1,
1998, unless further extended in the manner described in the related Offer to
Purchase. The Offer was scheduled to expire at 12:00 midnight, New York City
time, on March 20, 1998. All of the conditions set forth in Section 14 of the
Offer to Purchase must be satisfied or waived prior to the Expiration Date and
before the Offer and the other transactions contemplated by the Investment
Agreement can be consummated. The conditions are presented in three separate
groups in Section 14 of the Offer to Purchase to differentiate among the
parties that possess the power to waive them. The first set of conditions is
for the mutual benefit of all parties to the Investment Agreement and requires
either satisfaction of all such conditions or waiver by all parties of all
such conditions that are not satisfied. The second set of conditions is for
the benefit of the Purchaser and Sprint L.P. and requires satisfaction of all
such conditions or waiver by the Purchaser and Sprint L.P. of all such
conditions that are not satisfied. The third set of conditions is for the
benefit of the Company, Newco and Newco Sub and requires satisfaction of all
such conditions or waiver by the Company, Newco and Newco Sub of all such
conditions that are not satisfied.
The legal opinions called for by condition (v) in the second set of
conditions, which are for the benefit of the Purchaser and Sprint L.P., and by
condition (iv) in the third set of conditions, which are for benefit of the
Company, Newco and Newco Sub, are expected to cover the following matters: (1)
due organization, valid existence and good standing under the laws of the
state of incorporation, (2) requisite power and authority to own, lease and
operate its respective properties and conduct its respective business, (3) due
qualification or licensing to do business as a foreign corporation and good
standing in each jurisdiction in which the nature of its respective business
or the ownership or leasing of its respective properties makes such
qualification or licensing necessary, other than jurisdictions where the
failure to be so qualified or licensed would not have a material adverse
effect, (4) requisite corporate power and authority to execute, deliver and
perform its respective obligations under the Investment Agreement and the
Ancillary Agreements and to consummate the contemplated transactions, due
authorization therefor by all necessary corporate action and due execution and
delivery thereof, (5) the absence of conflict, violation, default or
termination under or with other agreements or the certificate (articles) of
incorporation or bylaws, as a result of the execution, delivery or performance
of the Investment Agreement or the Ancillary Agreements, (6) the absence of
consents, approvals, orders, registrations or filings with governmental
authorities needed with respect to the Investment Agreement or the Ancillary
Agreements, other than those contemplated by the Investment Agreement, (7) the
absence of suits, actions, proceedings, injunctions, legislation or orders
that would have a material adverse effect on the respective parties or that
would adversely affect any of the transactions contemplated by the Investment
Agreement or the Ancillary Agreements or the validity of the Convertible
Preferred Stock or the Convertible Notes, (8) the vote required by the holders
of Shares to approve the Investment Agreement, the Ancillary Agreements and
the transactions contemplated thereby, (9) compliance with applicable laws and
governmental permits, (10) the filings required to effect the Merger, and (11)
due authorization of the Convertible Preferred Stock and the Convertible Notes
and the Shares issuable upon conversion thereof as well as the valid issuance,
full payment and nonassessability of such Shares and the Convertible Preferred
Stock upon issuance thereof.
ITEM 11. 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.*
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14D-1 AND 13D Page of Pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S> <C>
(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.*
(a)(9) Text of Press Release issued by Sprint Corporation on March
20, 1998.
(b) Not applicable.
(c)(1) Investment Agreement, dated February 10, 1998, between Sprint
Corporation, Sprint Communications Company L.P., EarthLink
Network, Inc., Dolphin, Inc. and Dolphin Sub, Inc.*
(c)(2) Governance Agreement, dated February 10, 1998, between Sprint
Corporation, Sprint Communications Company L.P., EarthLink
Network, Inc. and Dolphin, Inc.*
(c)(3) Stockholders' Agreement, dated February 10, 1998, between
Sprint Corporation, Sprint Communications Company L.P., the
Company, Dolphin, Inc. and the SA Stockholders (as defined in
Section 2).*
(c)(4) Agreement and Plan of Merger, dated February 10, 1998, between
EarthLink Network, Inc., Dolphin, Inc., Dolphin Sub, Inc.*
(c)(5) Credit Agreement, dated February 10, 1998, between Sprint
Corporation, EarthLink Network, Inc. and Dolphin, Inc.*
(c)(6) Registration Rights Agreement, dated February 10, 1998,
between Sprint Corporation, Sprint Communications Company
L.P., EarthLink Network, Inc. and Dolphin, Inc.*
(c)(7) Proposed Form of Certificate of Designation, Preferences and
Rights of Series A Convertible Preferred Stock Dolphin, Inc.*
(c)(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).*
(c)(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).*
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
</TABLE>
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* Filed with combined Schedule 14D-1 and Schedule 13D dated February 18, 1998.
<PAGE>
Exhibit (a)(9)
FOR IMMEDIATE RELEASE
INVESTOR CONTACT: MEDIA CONTACT:
SPRINT EXTENDS TENDER OFFER
FOR 1,250,000 SHARES OF EARTHLINK NETWORK, INC.
KANSAS CITY, Mo. March 20, 1998 -- Sprint announced today that it is
extending its $45 per share cash tender offer for 1,250,000 shares of common
stock of EarthLink Network, Inc. (NASDAQ: ELNK). The offer, which commenced on
Feb. 18, 1998, and was scheduled to expire on March 20, 1998, has been extended
through 6 p.m., New York City time, on June 1, 1998. As of midnight, on
Thursday, March 19, 1998, 409,202 shares of EarthLink's outstanding common stock
had been tendered under the terms of the offer. The 409,202 shares tendered
represent approximately 3.6 percent of EarthLink's outstanding common stock. All
of the conditions set forth in Section 14 of the Offer to Purchase must be
satisfied or waived prior to the Expiration Date and before the Offer and the
other transactions contemplated by the Investment Agreement among Sprint,
EarthLink and the other parties thereto can be consummated.
A proxy statement relating to a special meeting of EarthLink's stockholders
to be held to obtain approval of various matters in connection with the tender
offer is expected to be filed by EarthLink in the near future with the
Securities and Exchange Commission. The proxy statement will be combined with a
prospectus that will form Part I of an S-4 Registration Statement to be filed by
Dolphin, Inc. ("Newco"), a corporation formed by EarthLink to create a holding
company structure and facilitate the economic efficiency of the strategic
relationship with Sprint. Immediately following the consummation of the tender
offer, Dolphin Sub, Inc. ("Newco Sub"), a newly-formed, wholly-owned subsidiary
of Newco, will merge into EarthLink and all of EarthLink's outstanding shares of
common stock will be converted into an equal number of shares of common stock of
Newco ("Newco Common Stock"). The combined proxy statement/prospectus will be
mailed to EarthLink stockholders at least 20 business days prior to the date of
the special meeting. In view of the time needed to have the S-4 Registration
Statement declared effective, and to provide notice of the special meeting
thereafter, it may be necessary to extend further the expiration date of the
tender offer but not later than June 15, 1998.
