<PAGE>
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
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 organization) Identification No.)
Post Office Box 11315, Kansas City, Missouri 64112
(Address of principal executive offices)
________________________
SPRINT CORPORATION
1990 RESTRICTED STOCK PLAN
(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
________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum
Title of securities to be offering aggregate
to be registered registered price per offering
share* price*
<S> <C> <C> <C>
Shares of Common
Stock ($2.50 par value) 358,178 $58.96875 $21,121,308.93
<CAPTION>
Amount
Title of securities of registration
to be registered fee
<S> <C>
Shares of Common
Stock ($2.50 par value) $6,230.79
*Estimated solely for purposes of determining the registration fee
in accordance with Rule 457(h)(1). The average of the high and low
prices of the Common Stock on February 11, 1998, as reported in the
consolidated reporting system, was $58.96875.
Pursuant to Rule 429 under the Securities Act of 1933, the
Prospectus relating to this Registration Statement meets the
requirements for use in connection with the shares of common
stock registered under the following Registration Statements on
Form S-8: No. 33-57785 and No. 33-65147 pertaining to the 1990
Restricted Stock Plan.
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, 1996; its Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1997; and its
Current Report on Form 8-K dated June 9, 1997.
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 Registration Statement and prior
to the termination of the offering of the securities covered by
this Registration Statement.
Item 4. Description of Securities
The authorized capital stock of Sprint consists of
1,000,000,000 shares of Common Stock, 500,000,000 shares of Class
A Common Stock and 20,000,000 shares of Preferred Stock. The
authorized but unissued shares of Preferred Stock are issuable in
one or more series, with such designations, preferences and relative,
participating, optional or special rights, if any, and the
qualifications, limitations or restrictions thereof as may be fixed
and determined by resolution of the Board of Directors of Sprint
(the "Sprint Board").
The following are brief summaries of certain provisions with
respect to Sprint Common Stock, par value $2.50 per share,
contained in Sprint's Articles of Incorporation, as amended. Such
statements are qualified in their entirety by reference to such
Articles. The term Preferred Stock, as hereinafter used,
includes the Preferred Stock-First Series, Convertible (the
"First Series"), Preferred Stock-Second Series, Convertible
(the "Second Series"), and Preferred Stock-Fifth Series (the
"Fifth Series") and any other series hereinafter established by
the Sprint Board and issued by Sprint (including, if issued, the
Preferred Stock-Sixth Series, Junior Participating referred to
below under "Shareholder Rights"). Sprint Common Stock is
listed and traded on the New York Stock Exchange, the Chicago Stock
Exchange and the Pacific Exchange.
Dividend Rights and Restrictions
Subject to certain dividend restrictions of indentures and
other borrowing agreements and to the preferential rights of the
Preferred Stock, holders of Sprint Common Stock are entitled to
dividends as declared thereon by the Sprint Board only out of net
income or earned surplus. The most restrictive covenants
applicable to dividends are contained in a revolving credit
agreement. Among other restrictions, the agreement requires
Sprint to maintain specified levels of consolidated net worth, as
defined. As a result of this requirement, $2.7 billion of
Sprint's $3.6 billion consolidated retained earnings was
effectively restricted from payment of dividends as of September
30, 1997. Before any dividends on Sprint Common Stock may be
paid or declared and set apart for payment, full cumulative
dividends on the Preferred Stock must be paid or declared and set
apart for payment. If Sprint fails to purchase the Fifth Series
shares upon tender by the holders, it is precluded from declaring
or paying dividends on its Common Stock until it has deposited
the funds necessary for the purchase of such shares. Upon the
issuance of other series of Preferred Stock, the Sprint Board may
provide for dividend restrictions on Sprint Common Stock as to
such series.
The holders of the Class A Common Stock are entitled to
receive dividends in an amount per share equal to the per share
amount of any dividend paid on Sprint Common Stock, payable on
the same date of payment as the corresponding dividend on the
Sprint Common Stock.
Voting Rights
Except as hereinafter noted, holders of Sprint Common Stock,
Class A Common Stock and the First Series, the Second Series and
the Fifth Series are entitled at each stockholders' meeting of
Sprint, as to each matter to be voted upon, to cast one vote for
each share held of record on the books of Sprint.
The Preferred Stock is entitled to vote as a class with
respect to certain matters affecting preferences of the Preferred
Stock or creating prior ranking or parity stock. If six
quarterly dividends on any series of the Preferred Stock are in
arrears, the number of Sprint's directors will be increased by
two and the holders of Preferred Stock voting as a class will be
entitled to elect two directors until all arrears in dividends
have been paid, and in such event Sprint Common Stock and all
voting series of the Preferred Stock would be entitled to elect
the remaining directors (other than the directors elected by the
holders of the Class A Common Stock, as described below). If
no dividends or less than full cumulative dividends on the Fifth
Series shall have been paid for each of four consecutive dividend
periods, or if arrearages in the payment of dividends on the
Fifth Series shall have cumulated in an amount equal to full
cumulative dividends on the Fifth Series for six quarterly
dividend periods, the holders of the Fifth Series, acting alone,
will be entitled to elect the smallest number constituting a
majority of Sprint's directors then to be elected until all
arrears in such dividends are paid or set aside for payment.
The holders of Class A Common Stock have certain class
voting rights, including the right to elect their own directors
to the Sprint Board of Directors and to disapprove certain
transactions.
As a general rule, the holders of Class A Common Stock
will be entitled to representation on the Sprint Board equal to
the percent of Sprint voting power owned by them, rounded up or
down to the nearer whole number of directors. In addition, for
as long as it is necessary in order to allow France Telecom
("FT") and Deutsche Telekom AG ("DT") to receive certain
benefits under relevant tax treaties between the United States
and France and between the United States and Germany, respectively,
the holders of Class A Common Stock are entitled to elect not
less than 20% of the members of the Sprint Board at any time when
their actual percentage of Sprint voting power is at least 20%.
As long as any shares of Class A Common Stock are
outstanding, the holders of Class A Common Stock are entitled to
disapprove any amendment to the Articles or Bylaws of Sprint that
would adversely affect their rights, any issuance by Sprint of
capital stock or debt with more than one vote per share or
otherwise having supervoting powers, or any business combination
or merger involving Sprint unless certain of their rights are
preserved. In addition, for a period of time holders of Class A
Common Stock have certain disapproval rights relating to the sale
by Sprint of long distance assets and transactions that would
result in certain competitors of FT, DT and Global One owning 10%
or more of the outstanding Sprint voting power.
The Sprint Board (other than the directors elected by the
holders of the Class A Common Stock) is divided into three
classes, with each class consisting, as nearly as possible, of
one-third of the total number of directors (other than the
directors elected by the holders of the Class A Common Stock)
and serving a staggered three-year term. Only one class is
elected each year, and it is elected for a three-year term.
The holders of the Class A Common Stock are not entitled to
vote in the election of these directors. Sprint stockholders
are not entitled to cumulative voting rights in the election
of directors.
Sprint's Articles of Incorporation require that certain
business combinations initiated by a holder of at least 10
percent of Sprint's voting stock must be approved by the
holders of 80 percent of the outstanding voting stock.
Restriction on Purchase of Equity Securities by Sprint
Sprint's Articles of Incorporation prohibit Sprint from
purchasing its own equity securities from an owner of 5 percent
or more of such equity securities (if any of the securities have
been held for less than two years) at a premium over market
price unless Sprint either (1) obtains the approval of the
holders of a majority of the shares of Sprint's outstanding
voting stock (excluding the shares held by the 5 percent
security holder) or (2) makes a tender or exchange offer to
purchase securities of the same class on the same terms to all
holders of such equity securities. However, the approval of
stockholders other than DT, FT and their affiliates is not
required in connection with purchases, redemptions or other
acquisitions by Sprint of Sprint capital stock held by DT, FT,
certain of their designated subsidiaries or certain other
qualified holders of the Class A Common Stock pursuant to the
investment agreements entered into with FT and DT and the
Articles of Incorporation.
Redemption
The Articles of Incorporation permit the redemption of
shares of Sprint Common Stock and, in certain circumstances,
Class A Common Stock held by Aliens if necessary to comply
with the foreign ownership limitations set forth in Section
310 of the U.S. Communications Act of 1934, as amended. The
provisions permit Sprint Common Stock to be redeemed at a
price equal to the fair market value of the shares, except
that the redemption price in respect of shares purchased by
any Alien after November 21, 1995 and within one year of the
redemption date would not (unless otherwise determined by the
Sprint Board) exceed the purchase price paid for such shares
by such person.
Shareholder Rights
Each share of Sprint Common Stock and Class A Common
Stock issued prior to the occurrence of certain takeover events
has a Right attached in accordance with the terms of a
Shareholder Rights Plan adopted by Sprint on June 9, 1997.
The Rights do not become exercisable and do not separate from
the shares of Common Stock and Class A Common Stock until the
occurrence of such takeover events. Each Right, when it
becomes exercisable, entitles the holder to purchase a unit
consisting of one one-thousandth of a share of Preferred
Stock-Sixth Series, Junior Participating at a price of $225 per
unit, or to purchase Sprint Common Stock or common stock of the
acquiring company having a value equal to two times the exercise
price of the Right, depending upon the circumstances. Under
certain circumstances, Rights beneficially owned by a person or
group of affiliated or associated persons who have acquired, or
obtained the right to acquire, beneficial ownership of 15
percent or more of the outstanding shares of Sprint Common Stock
and Class A Common Stock become null and void. The Rights may
be redeemed by Sprint at a price of one cent per Right and
expire on June 25, 2007.
The Shareholder Rights Plan provides generally that
actions of FT, DT and their respective affiliates which would
otherwise cause the Rights to detach and become exercisable
will not do so unless such actions also violate the Standstill
Agreement dated as of July 31, 1995 entered into among Sprint,
FT and DT.
Liquidation Rights
In the event of liquidation, holders of Sprint Common
Stock will be entitled to share ratably, together with the
holders of any Class A Common Stock then outstanding, in any
assets remaining after the satisfaction in full of the prior
rights of creditors, including holders of Sprint indebtedness,
and the aggregate liquidation preference of any Preferred Stock
then outstanding.
Preemptive Rights
No holder of shares of Sprint Common Stock or any other
capital stock of Sprint is entitled to preemptive rights or
subscription rights, other than pursuant to the Rights
referred to under "Shareholder Rights" above. DT and FT
have the contractual right to purchase additional shares of
Class A Common Stock from Sprint to enable them to maintain
their ownership level at 20% of Sprint's voting securities.
Fully Paid
The outstanding shares of Sprint Common Stock are, and
the shares of Sprint Common Stock offered hereby when issued
will be, fully paid and nonassessable.
Transfer Agents and Registrars
The Transfer Agents and Registrars for Sprint Common
Stock are UMB Bank, n.a. (Missouri), and ChaseMellon Shareholder
Services (New York).
Item 5. Interests of Named Experts and Counsel
The validity of the authorized and unissued shares of
Sprint Common Stock to be issued under the 1990 Restricted
Stock Plan 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.
Item 8. Exhibits
Exhibit
Number Exhibit
4A. Article Fifth, Article Sixth, Article Seventh and Article
Eighth of the Articles of Incorporation of Sprint
Corporation (the Articles of Incorporation are filed as
Exhibit 3(a) to Sprint Corporation's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997 and
incorporated herein by reference).
4B. 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's Registration Statement
on Form 8-A dated June 12, 1997 (File No. 1-4721), and
incorporated herein by reference).
4C. Standstill Agreement dated as of July 31, 1995, by and
among Sprint Corporation, France Telecom and Deutsche
Telekom AG (filed as Exhibit (10)(c) to Sprint
Corporation's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995 and incorporated herein
by reference).
4D. Amendments to Certain Agreements and Interpretation,
dated June 24, 1997, by and among Sprint Corporation,
France Telecom and Deutsche Telekom AG (filed as
Exhibit 4(d) to Sprint Corporation's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997 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 Don A. Jensen, Esq. is contained in his
opinion filed as Exhibit 5.
24. Power of Attorney is contained on page II-9 of this
Registration Statement.
99. 1990 Restricted Stock Plan, as amended.
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 (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.
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 Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Westwood, State of Kansas, on the
18th day of February, 1998.
SPRINT CORPORATION
By /s/ A. B. Krause
(A. B. Krause, Executive
Vice President)
POWER OF ATTORNEY
We, the undersigned officers and directors of Sprint
Corporation, hereby severally constitute W. T. Esrey, A. B. Krause
and J.R. Devlin and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to
sign for us and in our names in the capacities indicated below the
Registration Statement filed herewith and any and all amendments
to said Registration Statement, and generally to do all such things
in our name and behalf in our capacities as officers and directors
to enable Sprint Corporation to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement and Power of Attorney have been
signed by the following persons in the capacities and on the date
indicated.
</TABLE>
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
Chairman of the Board )
and Chief Executive Officer )
/s/ W. T. ESREY (Principal Executive )
(W. T. Esrey) Officer) )
)
Executive Vice President )
and Chief Financial Officer )
/s/ A. B. KRAUSE (Principal Financial ) February 18, 1998
(A. B. Krause) Officer) )
)
Senior Vice President and )
Controller )
/s/ J. P. MEYER (Principal Accounting )
(J. P. Meyer) Officer) )
)
/s/ DUBOSE AUSLEY Director )
(DuBose Ausley) )
)
/s/ WARREN L. BATTS Director )
(W. L. Batts) )
)
/s/ MICHEL BON Director )
(Michel Bon) )
)
/s/ RUTH M. DAVIS Director ) February 18, 1998
(Ruth M. Davis) )
)
/s/ I. O. HOCKADAY, JR. Director )
(I. O. Hockaday, Jr.) )
)
Director )
(H. S. Hook) )
)
/s/ RONALD T. LEMAY Director )
(Ronald T. LeMay) )
)
/s/ LINDA K. LORIMER Director )
(L. K. Lorimer) )
)
/s/ C. E. RICE Director )
(C. E. Rice) )
)
/s/ RON SOMMER Director )
(Ron Sommer) )
)
/s/ STEWART TURLEY Director )
(Stewart Turley) )
</TABLE>
Exhibit Index
Exhibit
Number Page
4A. Article Fifth, Article Sixth, Article Seventh and Article
Eighth of the Articles of Incorporation of Sprint Corporation
(the Articles of Incorporation are filed as Exhibit 3(a) to
Sprint Corporation's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 and incorporated herein by
reference).
4B. 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's Registration Statement on
Form 8-A dated June 12, 1997 (File No. 1-4721), and
incorporated herein by reference).
4C. Standstill Agreement dated as of July 31, 1995, by and among
Sprint Corporation, France Telecom and Deutsche Telekom AG
(filed as Exhibit (10)(c) to Sprint Corporation's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995 and
incorporated herein by reference).
4D. Amendments to Certain Agreements and Interpretation, dated
June 24, 1997, by and among Sprint Corporation, France Telecom
and Deutsche Telekom AG (filed as Exhibit 4(d) to Sprint
Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 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 Don A. Jensen, Esq. is contained in his opinion
filed as Exhibit 5.
24. Power of Attorney is contained on page II-9 of this
Registration Statement.
99. 1990 Restricted Stock Plan, as amended.
Exhibit 5
February 18, 1998
Sprint Corporation
P.O. Box 11315
Kansas City, Missouri 64112
Re: 358,178 Shares of Common Stock (par value $2.50
per share) of Sprint Corporation, issuable in
connection with the 1990 Restricted Stock Plan
Gentlemen:
I have acted as your counsel in connection with the proposed
offering and issuance of an aggregate of 358,178 additional shares
of your Common Stock ("Additional Shares"), $2.50 par value,
referred to in the Registration Statement on Form S-8 (the
"Registration Statement"), 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
Registration Statement and I am familiar with the corporate
proceedings taken by your Board of Directors and officers in
connection with the authorization of the Additional Shares 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 Additional Shares have been duly and validly authorized and,
when (i) the Registration Statement has become effective under the
Act and (ii) the Additional Shares are issued in the manner and upon
the terms set forth in the 1990 Restricted Stock Plan, such
Additional Shares will be legally issued, fully paid and
nonassessable.
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
DAJ/lb
Exhibit 23-A
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Sprint Corporation 1990
Restricted Stock Plan of our report dated February 4, 1997, 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, 1996, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Kansas City, Missouri
February 18, 1998
1990 RESTRICTED STOCK PLAN
(as amended June 9, 1992, August 10, 1993,
December 13, 1994, February 18, 1995,
August 8, 1995, December 12, 1995,
August 12, 1996 and February 11, 1997)
Section 1. Establishment.
Pursuant to the Sprint Long-Term Stock
Incentive Program (the "Program"), Sprint
Corporation, a Kansas corporation (the "Company"),
hereby establishes a restricted stock plan to be
named the 1990 Restricted Stock Plan (the "Plan").
Section 2. Purpose.
The purpose of the Plan is to aid the Company
and its subsidiaries in competing with other
enterprises for the services of new key personnel
needed to help ensure their continued development.
The Plan will also help the Company and its
subsidiaries retain key personnel.
Section 3. Administration.
The Plan shall be administered by the
Organization and Compensation Committee (the
"Compensation Committee") of the Board of
Directors of the Company. Members of the
Compensation Committee shall be Disinterested
Persons as defined in the Program. The
Compensation Committee shall hold its meetings at
such times and places as it may determine. A
majority of the Compensation Committee shall
constitute a quorum and the acts of a majority of
the members present at any meeting at which a
quorum is present, or acts approved in writing by
a majority of the Compensation Committee, shall be
deemed the acts of the Compensation Committee.
The Compensation Committee may delegate to the
Chief Executive Officer of the Company (the "CEO")
the right to grant awards of restricted stock to
employees of the Company and its subsidiaries who
are not officers or directors of the Company and
to cancel or suspend such awards. The CEO may not
make awards of restricted stock to any one
individual in excess of 15,000 shares and may not
make awards of restricted stock aggregating in
excess of 50,000 shares between meetings of the
Compensation Committee. The awards made by the
CEO shall be reported to the Compensation
Committee at each of its meetings.
The Company shall issue shares of restricted
stock under the Plan in accordance with
determinations made by the Compensation Committee
or the CEO pursuant to the provisions of the Plan
and the Program. The Compensation Committee from
time to time may adopt (and thereafter amend and
rescind) such rules and regulations for carrying
out the Plan and take such action in the
administration of the Plan, not inconsistent with
the provisions of the Plan and the Program, as it
shall deem proper. Except as set forth in Section
6(a) hereof, the Compensation Committee may
accelerate the time or times at which restrictions
lapse and may waive any forfeiture of restricted
stock. The interpretation and construction of any
provisions of the Plan by the Compensation
Committee shall, unless otherwise determined by
the Board of Directors of the Company, be final
and conclusive. No member of the Board of
Directors or the Compensation Committee shall be
liable for any action or determination made in
good faith with respect to the Plan or any grant
under it.
<PAGE>
Section 4. Total Number of Shares Subject to
Grant.
The maximum number of shares of common stock
($2.50 par value) of the Company which may be
issued under the Plan shall not exceed 877,482
(subject to adjustment as provided in Section 7
hereof). The shares issued under the Plan may be
either treasury shares or authorized but unissued
shares, as the Board of Directors from time to
time may determine. The maximum number of shares
of common stock which may be issued in any
calendar year, together with shares of common
stock subject to other awards under the Program,
shall not exceed the limits set forth in Section
4(a) of the Program.
In the event that any outstanding shares of
restricted stock under the Plan are forfeited for
any reason, such shares of common stock may again
be subject to grant under the Plan.
Section 5. Eligibility.
Restricted stock shall be granted only to key
employees of the Company or its subsidiaries,
including new hires. No grants shall be made by
the CEO to any individual who is an officer or
director of the Company or who will be proposed to
be elected as an officer or director at the next
meeting of the Board of Directors or Stockholders
of the Company. The Compensation Committee or the
CEO will, in its discretion, determine the key
employees to be granted restricted stock, the time
or times at which restricted stock shall be
granted, the number of shares to be granted and
the duration of restrictions on the shares
granted. In making such determination, the
Compensation Committee and the CEO may take into
consideration the value of the services rendered
or to be rendered by the respective individuals,
their present and potential contributions to the
success of the Company and its affiliates and such
other factors which the Compensation Committee or
the CEO may deem relevant in accomplishing the
purposes of the Plan.
No restricted stock may be granted to any
individual who immediately after the grant owns
directly or indirectly stock possessing more than
five percent (5%) of the total combined voting
power or value of all classes of stock of the
Company or any subsidiary. No person shall be
eligible to receive a larger number of shares of
restricted stock than is recommended for such
individual by the Compensation Committee or the
CEO.
Section 6. Terms and Conditions of Grants.
Each grant under the Plan shall be evidenced
by an Agreement in such form not inconsistent with
the Plan as the Compensation Committee or the CEO
shall determine; provided that the substance of
the following terms and conditions be included
therein:
(a) Duration of Restrictions. The
restrictions on restricted stock shall
lapse at such time or times as
determined by the Compensation Committee
or the CEO; provided, however, that no
restricted stock shall become free of
restrictions prior to the first
anniversary date of the granting of the
restricted stock. At any time on or
before the 13th
<PAGE>
calendar month preceding the date on
which restrictions on shares of
restricted stock would otherwise lapse,
the grantee may elect to extend the
period of restriction on all but not
a portion of such shares by six months
or any multiple of six months.
(b) Nontransferable. The employee who
receives restricted stock (the
"Grantee") may not sell, transfer,
assign, pledge or otherwise encumber or
dispose of shares of restricted stock
until such time as all restrictions on
such stock have lapsed except: (i) to
the Company in payment of the exercise
price of a stock option issued by the
Company under any employee stock option
plan adopted by the Company that
provides for payment of the exercise
price in the form of restricted stock,
provided that such payment is made in
accordance with the terms of such plan;
or (ii) to a trust of which the Grantee,
the Grantee's spouse, or descendants of
the Grantee are the primary
beneficiaries and which is a grantor
trust treated as owned by the Grantee
under Subchapter J of the Internal
Revenue Code, upon the following terms:
(A) the Company receives, prior to
such transfer, a true copy of the trust
agreement and an opinion from Grantee's
counsel (1) that the trust will be
treated as a grantor trust owned by the
Grantee under Subchapter J of the
Internal Revenue Code at all times until
the restrictions on such stock lapse or
the stock is forfeited under the terms
of its grant, (2) that the terms of the
trust provide that upon the forfeiture
of the restricted stock under the terms
of its grant or the earlier termination
of the trust for whatever reason,
ownership of the restricted stock shall
revert to the Grantee or to the Company,
(3) that the trustee of such trust may
not, prior to the lapsing of
restrictions on such stock, sell,
transfer, assign, pledge, or otherwise
encumber or dispose of shares of
restricted stock except to the Company
or to the Grantee, subject to the
restrictions provided for in this Plan,
and (4) that, until the restrictions
lapse, the trustee is not authorized to
incur liabilities on behalf of the
trust, other than to the beneficiaries
of the trust; and
(B) the Grantee and the trustee of the
trust shall execute stock powers in
blank to be held in the custody of the
Company; and
(C) the Corporate Secretary of the
Company may, in his discretion, enforce
the foregoing transfer restrictions by
maintaining physical custody of the
certificate or certificates representing
such shares of restricted stock, by
placing a restrictive legend on such
certificates, by requiring the Grantee
and the trustee to execute other
documents as a pre-condition to such
transfer, or otherwise.
(c) Termination of Employment. If, before
the restrictions on shares of restricted
stock lapse, the Grantee ceases to be
employed by the Company or a subsidiary
of the Company for any reason (including
death or disability), the shares of
restricted stock that continue to be
restricted shall be forfeited and the
Grantee or his representative shall
<PAGE>
sign any document and take any other action
required to assign said restricted
shares back to the Company. For
purposes of this Plan, unless the
Committee determines otherwise at the
time of grant, an employee who becomes
employed by Sprint Spectrum L.P., Global
One, or Alcatel, N.V. (each, together
with their subsidiaries, an "Affiliated
Entity"), shall not, except with respect
to incentive stock options, be
considered to have terminated employment
with the Company or a subsidiary of the
Company until his employment is
terminated with all Affiliated Entities
without becoming employed by the Company
or its subsidiaries.
(d) Consideration. Each Grantee shall, as
consideration for the grant of
restricted stock, agree in writing to
remain in the employ of the Company or
of one of its subsidiaries, at the
pleasure of the Company or of such
subsidiary, for the period of time until
the restrictions on the restricted stock
lapse. Nothing contained in the Plan or
in any Agreement shall confer upon any
Grantee any right with respect to
continuance of employment by the Company
or its subsidiaries, nor interfere in
any way with the right of the Company or
its subsidiaries to terminate the
Grantee's employment or change the
Grantee's compensation at any time.
(e) Interest in Competitor. In the event
that any Grantee, without the consent of
the Compensation Committee, renders
services to, or owns any interest in
(other than any nonsubstantial interest,
as determined by the Compensation
Committee) any business that is in
competition with the Company or with any
business in which the Company has a
substantial interest, as determined by
the Compensation Committee, any
restricted stock shall automatically be
forfeited. The decision of the
Compensation Committee on any such
matters shall be final and binding upon
all concerned.
(f) Rights as Stockholder. Except as set
forth in the Plan, a Grantee will have
all rights of a stockholder with respect
to shares of restricted stock, including
the right to vote the shares of stock
and the right to dividends on the stock.
The shares of restricted stock will be
registered in the name of the Grantee
and the certificates evidencing such
shares shall bear an appropriate legend
referring to the terms, conditions and
restrictions applicable to the award and
shall be held in escrow by the Company.
The Grantee shall execute a stock power
or powers assigning the shares of
restricted stock back to the Company,
which stock powers shall be held in
escrow by the Company and used only in
the event of the forfeiture of any of
the shares of restricted stock. A
certificate evidencing unrestricted
shares of common stock shall be issued
to the Grantee promptly after the
restrictions lapse on any restricted
shares.
(g) Stock Withholding Election. When taxes
are withheld upon the lapse of
restrictions on restricted stock (the
date on which such restrictions lapse
hereinafter referred to as the "Tax
Date"), the Grantee may elect to make
payment for the withholding of federal,
state and local taxes,
<PAGE>
including Social Security and Medicare
("FICA") taxes, up to the Grantee's
marginal tax rate, by one or both of the
following methods:
(i) delivering part or all of the
payment in previously-owned shares
(which shall be valued at fair market,
as defined herein, on the Tax Date)
which shares, if acquired from the
Company, must have been held for at
least six months; or
(ii) requesting the Company to
withhold from those shares that would
otherwise be received upon the lapse of
restrictions, a number of shares having
a fair market value (as defined herein)
on the Tax Date equal to the amount to
be withheld. The amount of tax
withholding to be satisfied by
withholding shares is limited to the
minimum amount of taxes, including FICA
taxes, required to be withheld under
federal, state and local law.
Any fractional share amount and any
additional withholding not paid by the
withholding or surrender of shares must
be paid in cash. If no timely election
is made, cash must be delivered to
satisfy all tax withholding
requirements.
Section 7. Change in Stock, Adjustments, Etc.
In the event that the outstanding shares of
common stock of the Company are hereafter
increased or decreased or changed into or
exchanged for a different number of shares or kind
of shares or other securities of the Company or of
another corporation, by reason of reorganization,
merger, consolidation, recapitalization,
reclassification, stock split-up, combination of
shares, or a dividend payable in capital stock,
outstanding shares of restricted stock shall be
treated the same as other outstanding shares of
common stock and appropriate adjustment shall be
made by the Compensation Committee in the number
and kind of shares that may be granted under the
Plan and that may be granted by the CEO under the
Plan.
The grant of restricted stock pursuant to the
Plan shall not affect in any way the right or
power of the Company to make adjustments,
reclassifications, reorganizations or changes of
its capital or business structure or to merge or
to consolidate or to dissolve, liquidate, or sell
or transfer all or any part of its business or
assets.
Section 8. Duration, Amendment and Termination.
The Board of Directors of the Company may at
any time terminate the Plan or make such
amendments thereof as it shall deem advisable and
in the best interests of the Company; provided,
however, that no such termination or amendment
shall, without the consent of the individual to
whom any restricted stock shall theretofore have
been granted, affect or impair the rights of such
individual with respect to such restricted stock;
and provided further, that any such amendment
shall be consistent with the provisions of the
Program, as it may be amended from time to time.
No restricted stock shall be granted under
the Plan after April 18, 1999.
Section 9. Effectiveness of Plan.
<PAGE>
This Plan shall be effective as of February
17, 1990.
Section 10. Date of Granting of Restricted Stock.
The granting of restricted stock pursuant to
the Plan shall take place on the date the
Compensation Committee or the CEO decides to grant
the restricted stock. As soon as practicable but
no later than twenty (20) days after the granting
of the restricted stock, the Company shall notify
the employee of the grant and, within sixty (60)
days of the granting of the restricted stock, the
Company shall submit to the employee an Agreement
duly executed by and on behalf of the Company, and
a stock power or powers with respect to the
restricted stock, with the request that the
employee execute the Agreement and stock powers
within sixty (60) days after the mailing by the
Company of the notice to the employee. The
employee shall execute the written Agreement and
stock powers within said 60-day period.
