<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Sprint Corporation
(Name of Issuer)
PCS Common Stock - Series 1, par value $1.00 per share
(Title of Class of Securities)
852061506
(CUSIP Number)
Stephen M. Brett, Esq.
Executive Vice President
and General Counsel
Tele-Communications, Inc.
5619 DTC Parkway
Englewood, CO 80111
(303) 267-5500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 23, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page should be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
CUSIP No. 852061506
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Tele-Communications, Inc.
84-1260157
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursu-
ant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization
Delaware
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number of (7) Sole Voting Power 111,277,868 shares - - Series 2 PCS
Shares Beneficially Stock: see Items 1 and 6
Owned by
Each (8) Shared Voting Power 0 shares
Reporting
Person (9) Sole Dispositive Power 111,277,868 shares - - Series 2 PCS
With Stock: see Items 1, 4 and 6
(10) Shared Dispositive Power 0 shares
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
111,277,868 Shares
Consists of 98,563,924 shares of Series 2 PCS Stock, presently
exercisable Warrants to purchase an additional 6,291,314 shares
of Series 2 PCS Stock, and 123,314 shares of Series 7 Preferred
Stock (which for purposes of this Report are assumed to be
convertible into an aggregate of 6,422,630 shares of Series 2 PCS
Stock). Each share of Series 2 PCS Stock automatically converts
into one share of Series 1 PCS Stock under certain circumstances.
Assumes the conversion of all shares of Series 2 PCS Stock
beneficially owned by the Reporting Person (including all shares
of Series 2 PCS Stock issuable upon exercise of all of such
Warrants and upon conversion of all of such shares of Series 7
Preferred Stock) into the corresponding number of shares of
Series 1 PCS Stock. See Items 1 and 5.
Because the Reporting Person does not have the right to acquire
any shares of Series 1 PCS Stock underlying the shares of Series
2 PCS Stock, Warrants or shares of Series 7 Preferred Stock
described above within sixty days of the date of this Report, the
Reporting Person disclaims beneficial ownership of all shares of
Series 1 PCS Stock underlying such shares of Series 2 PCS Stock,
such Warrants and such shares of Series 7 Preferred Stock. The
filing of this Report by the Reporting Person shall not be
construed as an admission that the Reporting Person is the
beneficial owner of any shares of Series 1 PCS Stock.
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X ] The foregoing amounts exclude any shares of Series 1 PCS
Stock held by executive
Page 2 of 12 pages
<PAGE>
officers and directors of the Reporting Person, if any. The
Reporting Person disclaims beneficial ownership, of any shares
held by such officers and directors.
(13) Percent of Class Represented by Amount in Row (11)
0%
The shares of Series 2 PCS Stock beneficially owned by the Reporting
Person represent approximately 23.5% of the outstanding PCS Stock of
the Company (which class includes the Series 1 PCS Stock, the Series 2
PCS Stock and the Series 3 PCS Stock), assuming the exercise of all
Warrants to purchase shares of Series 2 PCS Stock initially issued to
the Cable Partners, the conversion of all shares of Series 7 Preferred
Stock initially issued to the Cable Partners into shares of Series 2
PCS Stock, the issuance of all shares of Series 3 PCS Stock issuable
in respect of the Company's outstanding Class A Common Stock and the
issuance of all shares of Series 1 PCS Stock represented by the Sprint
FON Group's "inter-group interest" in the Sprint PCS Group (including
that portion of such inter-group interest corresponding to the Series
7 Preferred Stock and the Warrants to purchase Series 2 PCS Stock held
by the Cable Partners).
As a result of the Reporting Person's beneficial ownership of such
shares of Series 2 PCS Stock, the Reporting Person may be deemed to
beneficially own an equivalent number of shares of Series 1 PCS Stock;
however, the Reporting Person disclaims beneficial ownership of any
shares of Series 1 PCS Stock. Were the Reporting Person deemed to
beneficially own such shares of Series 1 PCS Stock, such shares would
represent approximately 39.2% of the outstanding Series 1 PCS Stock,
calculated in accordance with Rule 13d-3 (which rule would require the
Reporting Person (i) to assume the exercise and conversion of all
Warrants and all shares of Series 7 Preferred Stock held by the
Reporting Person and the conversion of all of the approximately
111,277,868 shares of Series 2 PCS Stock beneficially owned by the
Reporting Person into the corresponding number of shares of Series 1
PCS Stock and (ii) to disregard all outstanding shares of Series 2 PCS
Stock, Series 3 PCS Stock, the shares of Series 2 PCS Stock issuable
in respect of the Warrants and shares of Series 7 Preferred Stock held
by Cox and Comcast and the shares of Series 3 PCS Stock issuable in
respect of the Company's outstanding Class A Common Stock and all
shares represented by the Sprint FON Group's inter-group interest in
the Sprint PCS Group).
Because each share of Series 2 PCS Stock generally is entitled to one-
tenth of the applicable vote per share of the Series 1 PCS Stock, the
shares of Series 2 PCS Stock beneficially owned by the Reporting
Person represent less than 1% of the outstanding voting power of the
Company.
(14) Type of Reporting Person (See Instructions)
CO
Page 3 of 12 pages
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Statement of
TELE-COMMUNICATIONS, INC.
Pursuant to Section 13(d)
of the Securities Exchange Act of 1934
in respect of
SPRINT CORPORATION
This Report on Schedule 13D relates to the PCS Common Stock - Series 1, par
value $1.00 per share (the "Series 1 PCS Stock"), of Sprint Corporation, a
Kansas corporation (the "Company"). This Report is being filed by Tele-
Communications, Inc., a Delaware corporation ("TCI" or the "Reporting Person").
ITEM 1. SECURITY AND ISSUER.
The principal executive offices of the Company are located at 2330 Shawnee
Mission Parkway, Westwood, Kansas 66205. The class of securities to which this
Report relates is the Series 1 PCS Stock of the Company.
Pursuant to Rule 13d-3 promulgated under the Exchange Act, this Report
relates to the shares of Series 1 PCS Stock issuable upon conversion of shares
of the Company's PCS Common Stock - Series 2, par value $1.00 per share ("Series
2 PCS Stock" and, collectively with the Series 1 PCS Stock and the PCS Common
Stock - Series 3, par value $1.00 per share (the "Series 3 PCS Stock"), of the
Company, the "PCS Stock"), which are (i) held by the Reporting Person, (ii)
issuable upon exercise of certain warrants to purchase shares of Series 2 PCS
Stock (the "Warrants") held by the Reporting Person, and (iii) issuable upon
conversion of certain shares of Preferred Stock-Seventh Series, Convertible,
$1,000 liquidation preference (the "Series 7 Preferred Stock"), of the Company,
held by the Reporting Person (such securities are collectively referred to in
this Report as the "Company Securities"). The shares of Series 2 PCS Stock,
Warrants and the shares of Series 7 Preferred Stock beneficially owned by the
Reporting Person were issued in a series of transactions which occurred on
November 23, 1998 in which the Company acquired through several mergers all of
the outstanding interests in certain joint ventures held by certain affiliates
of the Reporting Person, Comcast Corporation ("Comcast") and Cox Communications,
Inc. ("Cox" and, together with TCI and Comcast, the "Cable Partners") in
exchange for shares of Series 2 PCS Stock, Warrants and shares of Series 7
Preferred Stock pursuant to a Restructuring and Merger Agreement, dated as of
May 26, 1998 (the "Restructuring Agreement").
Certain terms of the Series 2 PCS Stock, the Warrants and the Series 7
Preferred Stock are described below:
(a) Each share of Series 2 PCS Stock automatically converts into one
share of Series 1 PCS Stock under certain circumstances. In particular,
(i) all outstanding shares of Series 2 PCS Stock will convert into the
corresponding number of shares of Series 1 PCS Stock at such time as the
outstanding shares of Series 2 PCS Stock would represent, assuming the
conversion of all of such shares, less than one percent of the voting power
of the outstanding equity securities of the Company and (ii) each share of
Series 2 PCS Stock will automatically convert into one share of Series 1
PCS Stock upon any transfer of such shares to a transferee other than one
of the Cable Partners and certain of their affiliates and associates.
(b) Each Warrant is exercisable for one share of Series 2 PCS Stock
during the five year period ending on November 23, 2003. The exercise
price per share of Series 2 PCS Stock will be equal to the average of the
daily closing prices of the Series 1 PCS Stock on the New York Stock
Exchange for the 30 consecutive trading days ending on the 45th trading day
following the commencement of regular way trading of such stock, subject to
certain adjustments. Regular way trading in the Series 1 PCS Stock
commenced on November 24,
Page 4 of 12 pages
<PAGE>
1998, following the completion of the transactions contemplated by the
Restructuring Agreement on November 23, 1998.
(c) Each share of Series 7 Preferred Stock is convertible into a
number of shares of Series 2 PCS Stock equal to the quotient of (x) $1,000
divided by (y) the product of (i) 1.28 and (ii) the average of the daily
closing prices of the Series 1 PCS Stock on the New York Stock Exchange for
the 30 consecutive trading days ending on the 45th trading day following
the commencement of regular way trading of such stock, subject to certain
adjustments. (Because this Report is being filed prior to such 45th
trading day, the Reporting Person has assumed for purposes of this Report
that such average closing price will be $15 per share.) The Company may
redeem any outstanding shares of Series 7 Preferred Stock after November
23, 2001 (or, under certain circumstances, November 23, 2000), and must
redeem all outstanding shares of Series 7 Preferred Stock on November 24,
2008.
(d) The Warrants and the Series 7 Preferred Stock will become
exercisable for or convertible into shares of Series 1 PCS Stock in lieu of
the corresponding number of shares of Series 2 PCS Stock under
circumstances similar to those under which the applicable shares of Series
2 PCS Stock underlying such securities would automatically convert into
shares of Series 1 PCS Stock.
Holders of Series 1 PCS Stock are entitled to a number of votes per share
based on the ratio of the average trading price per share of a share of Series 1
PCS Stock to the average trading price per share of a share of the Company's FON
Common Stock - Series 1, par value $2.00 per share, and holders of Series 2 PCS
Stock are entitled to a number of votes per share equal to one tenth of the
number of votes per share of Series 1 PCS Stock on all matters presented to
stockholders, subject to certain exceptions. Shares of Series 1 PCS Stock are
not convertible into shares of Series 2 PCS Stock. Otherwise, the rights and
privileges of the Series 1 PCS Stock and the Series 2 PCS Stock are generally
comparable.
ITEM 2. IDENTITY AND BACKGROUND.
TCI's principal business address is Terrace Tower II, 5619 DTC Parkway,
Englewood, Colorado 80111. TCI, through its subsidiaries and affiliates, is
principally engaged in the construction, acquisition, ownership, and operation
of cable television systems and the provision of satellite-delivered video
entertainment, information and home shopping programming services to various
video distribution media, principally cable television systems. TCI also has
investments in cable and telecommunications operations and television
programming in certain international markets as well as investments in companies
and joint ventures involved in developing and providing programming for new
television and telecommunications technologies.
The name, business address and present principal occupation or employment
and the name, address and principal business of any corporation or other
organization in which such employment is conducted, of (i) each of the executive
officers and directors of TCI, (ii) each person controlling TCI, and (iii) the
executive officers and directors of any corporation controlling TCI, are set
forth in Schedule 1 attached hereto and incorporated herein by reference.
During the last five years, neither TCI nor, to the best of its knowledge,
any of its executive officers, directors or controlling persons has (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities law or finding any violation with respect to such law.
TCI is a corporation formed under the laws of the State of Delaware. To
the best knowledge of TCI, each of its executive officers and directors is a
citizen of the United States, except as may be specifically set forth in
Schedule 1 hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Item 1 of this Schedule 13D is incorporated by
reference in this Item 3.
Page 5 of 12 pages
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth in Items 1 and 6 of this Schedule 13D is
incorporated by reference in this Item 4.
TCI has entered into a merger agreement with AT&T Corp. pursuant to which
TCI has agreed that, in connection with obtaining any regulatory approvals
required in connection with the transactions contemplated thereby (the "AT&T
Merger"), it will agree to dispose of its Company Securities and otherwise will
comply with any requirements that may be imposed by applicable governmental
authorities in connection with such disposition. TCI is currently engaged in
discussions with the applicable governmental authorities regarding the possible
terms of such a disposition.
TCI currently holds the Company Securities beneficially owned by it for
investment purposes. TCI intends to continuously review its investment in the
Company, and, subject to the terms of the Standstill Agreement (as defined
below) and the terms of any agreements with applicable governmental authorities
that may be entered into in connection with the proposed AT&T Merger, may in the
future determine to (i) acquire additional securities of the Company, through
open market purchases, private agreements, pursuant to the provisions of the
Restructuring Agreement or otherwise, (ii) dispose of all or a portion of the
Company Securities beneficially owned by it or (iii) take any other available
course of action, which could involve one or more of the types of transactions
or have one or more of the results described in the last paragraph of this Item
4. TCI reserves the right to change its intention with respect to any or all of
such matters. In reaching any decision as to its course of action (as well as
to the specific elements thereof), TCI currently expects that it would take into
consideration a variety of factors, including, but not limited to, the Company's
business and prospects, other developments concerning the Company and the
telecommunications industry generally, other business opportunities available to
TCI, other developments with respect to the business of TCI, general economic
conditions, applicable legal and regulatory requirements and money and stock
market conditions, including the market price of the Series 1 PCS Stock.
Notwithstanding the foregoing, in the event the AT&T Merger is consummated, TCI
believes that it is unlikely that it will acquire any additional Company
Securities (other than in connection with the exercise of its Warrants or the
conversion of its shares of Series 7 Preferred Stock).
Other than as set forth in this Report, the Reporting Person has no present
plans or proposals which relate to or would result in (i) the acquisition by any
person of additional securities of the Company, or the disposition of securities
of the Company, (ii) an extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries,
(iii) a sale or transfer of a material amount of assets of the Company or of any
of its subsidiaries, (iv) any change in the present board of directors or
management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board, (v) any
material change in the present capitalization or dividend policy of the Company,
(vi) any other material change in the Company's business or corporate structure,
(vii) changes in the Company charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person, (viii) a class of securities of the Company to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association, (ix) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Exchange
Act, or (x) any action similar to any of those enumerated in this paragraph.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Reporting Person currently holds no shares of Series 1 PCS Stock,
98,563,924 shares of Series 2 PCS Stock, 6,291,314 Warrants and 123,314 shares
of Series 7 Preferred Stock, resulting in an aggregate beneficial ownership of
approximately 111,277,868 shares of Series 2 PCS Stock (assuming the valid
exercise of all of such Warrants and the valid conversion of all of such shares
of Series 7 Preferred Stock at the assumed conversion price described in Item 1
above). As a result of the Reporting Person's beneficial ownership of such
shares of Series 2 PCS Stock, the Reporting Person may be deemed to beneficially
own an equivalent number of shares of Series 1 PCS Stock; however, the Reporting
Person disclaims beneficial ownership of any shares of Series 1 PCS Stock. Were
the Reporting Person deemed to beneficially own such shares of Series 1 PCS
Stock, such shares would represent approximately 39.2% of the outstanding Series
1 PCS Stock, calculated in accordance with Rule 13d-3 (which rule would require
the Reporting Person (i) to assume the exercise and conversion of all Warrants
and all shares of Series 7 Preferred Stock held by the Reporting
Page 6 of 12 pages
<PAGE>
Person and the conversion of all of the approximately 111,277,868 shares of
Series 2 PCS Stock beneficially owned by the Reporting Person into the
corresponding number of shares of Series 1 PCS Stock and (ii) to disregard all
outstanding shares of Series 2 PCS Stock, Series 3 PCS Stock, the shares of
Series 2 PCS Stock issuable in respect of the Warrants and shares of Series 7
Preferred Stock held by Cox and Comcast and the shares of Series 3 PCS Stock
issuable in respect of the Company's outstanding Class A Common Stock and all
shares represented by the Sprint FON Group's inter-group interest in the Sprint
PCS Group).
The shares of Series 2 PCS Stock beneficially owned by the Reporting Person
represent approximately 23.5% of the outstanding PCS Stock of the Company (which
class includes the Series 1 PCS Stock, the Series 2 PCS Stock and the Series 3
PCS Stock), assuming the exercise of all Warrants to purchase shares of Series 2
PCS Stock initially issued to the Cable Partners, the conversion of all shares
of Series 7 Preferred Stock initially issued to the Cable Partners into shares
of Series 2 PCS Stock, the issuance of all shares of Series 3 PCS Stock issuable
in respect of the Company's outstanding Class A Common Stock and the issuance of
all shares of Series 1 PCS Stock represented by the Sprint FON Group's "inter-
group interest" in the Sprint PCS Group (including that portion of such inter-
group interest corresponding to the Series 7 Preferred Stock and the Warrants to
purchase Series 2 PCS Stock held by the Cable Partners). The foregoing amounts
exclude shares of Series 1 PCS Stock held by executive officers and directors of
TCI, if any. TCI disclaims beneficial ownership of any shares held by such
officers and directors.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER
The information set forth in Items 1 and 4 of this Schedule 13D is hereby
incorporated by reference herein.
In connection with the execution of the Restructuring Agreement, the
Company and TCI entered into a Standstill Agreement pursuant to which TCI has
agreed that it will not acquire (other than in connection with the exercise of
certain purchase rights under the Restructuring Agreement) any voting securities
of the Company ("Sprint Voting Securities") if, as a result of such acquisition,
the votes represented by the Sprint Voting Securities owned by TCI and its
affiliates would represent (in the aggregate) more than one and one half percent
(1.5%) of the voting power represented by all of the outstanding Sprint Voting
Securities (assuming that all shares of Series 2 PCS Stock have the same voting
rights as the Series 1 PCS Stock). Such agreement effectively restricts the
ability of TCI to purchase any Sprint Voting Securities other than in accordance
with its purchase rights under the Restructuring Agreement. In addition, the
Standstill Agreement generally prohibits TCI from taking any action to seek to
affect the control of management or the board of directors of the Company.
The Company and the Cable Partners have entered into a registration rights
agreement (the "Registration Rights Agreement") providing the Cable Partners
with certain "demand" and "piggyback" registration rights relating to the shares
of PCS Stock issued by the Company to the Cable Partners or their subsidiaries,
commencing the second quarter of 1998. Until the Cable Partners have sold
securities covered by the Registration Rights Agreement with an aggregate
offering price of $2 billion (or, if earlier, 12 months have passed since the
commencement of such registration rights), the Cable Partners will have priority
in selling their shares of PCS Stock in any offering in which the applicable
underwriters require that the number of shares of PCS Stock so offered be
reduced. Such priority will apply regardless of whether the applicable Cable
Parent(s) is (are) exercising "demand" or "piggyback" registration rights and
whether such priority would prevent the Company from selling shares of PCS Stock
in order to raise capital to fund the capital needs of the Company's PCS
business.
TCI has entered into an Irrevocable Proxy and Voting Agreement ("Voting
Agreement") governing the voting of any shares of Series 1 PCS Stock acquired by
it or its subsidiaries. The Voting Agreement grants William T. Esrey (and any
successor as the Chief Executive Officer of the Company) an irrevocable proxy to
vote such shares at any meeting of the shareholders of the Company, with such
shares to be voted on any matter on the same basis as the majority of votes that
are cast with respect to such matter by the holders of the Company's other
voting securities, subject to certain exceptions. The Voting Agreement will
terminate upon the earlier to occur of the tenth anniversary of the Closing or
the termination of the Standstill Agreement. The Reporting Person currently
holds no shares of Series 1 PCS Stock.
The Cable Partners have entered into a Top Up Right Agreement (the "Top Up
Right Agreement") with France Telecom S.A. ("FT") and Deutsche Telekom AG
("DT"), dated as of May 26, 1998, which agreement provides FT and DT, among
other things, with certain rights in connection with certain transfers by the
Reporting Person of shares
Page 7 of 12 pages
<PAGE>
of Series 2 PCS Stock that result in the applicable shares of Series 2 PCS Stock
converting into shares of Series 1 PCS Stock.
The summary descriptions of certain provisions of the Restructuring
Agreement, the Registration Rights Agreement, the Standstill Agreement, the
Voting Agreement and the Top Up Right Agreement and of the Company's Certificate
of Incorporation, as amended to date, contained in this Report do not purport to
be complete and are qualified in their entirety by reference to the text of such
documents, certain of which have been filed as Exhibits to this Report and are
hereby incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Exhibit
- ----- -------
<C> <S>
10.1 Restructuring and Merger Agreement, dated as of May 26, 1998, by and among the
Company, TCI, Comcast, Cox, and certain affiliates thereof (incorporated by
reference to Exhibit No. 2 to the Form 8-K filed by Sprint Corporation on June
2, 1998 (File No. 001-04721)).
10.2 Form of Registration Rights Agreement, by and among the Company, a subsidiary
of TCI, Cox and Comcast (incorporated by reference to Exhibit 10.2 to the
Registration Statement on Form S-4 filed by Sprint Corporation on October 1,
1998 (File No. 333-65173)).
10.3 Form of Standstill Agreement, dated as of May 26, 1998, between the Company and
TCI (incorporated by reference to Exhibit 10.3 to the Registration Statement
Form on S-3 filed by Sprint Corporation on September 25, 1998 (File No.
333-64241)).
10.4 Irrevocable Proxy and Voting Agreement, dated as of November 23, 1998, between
the Company and TCI.
10.5 Top Up Right Agreement, dated as of May 26, 1998, among the Cable Partners,
France Telecom S.A. and Deutsche Telekom AG (incorporated by reference to
Exhibit 4 to Amendment No. 2 (filed May 28, 1998) to the Schedule 13D
originally filed by FT and DT on February 12, 1996 (File No. 005-41991)).
</TABLE>
Page 8 of 12 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: December 10, 1998
TELE-COMMUNICATIONS, INC.
/s/ Stephen M. Brett
By:____________________________________
Name: Stephen M. Brett
Title: Executive Vice President
and General Counsel
Page 9 of 12 pages
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Exhibit
- ----- -------
<C> <S>
10.1 Restructuring and Merger Agreement, dated as of May 26, 1998, by and among the
Company, TCI, Comcast, Cox, and certain affiliates thereof (incorporated by
reference to Exhibit No. 2 to the Form 8-K filed by Sprint Corporation on June
2, 1998 (File No. 001-04721)).
10.2 Form of Registration Rights Agreement, by and among the Company, a subsidiary
of TCI, Cox and Comcast (incorporated by reference to Exhibit 10.2 to the
Registration Statement on Form S-4 filed by Sprint Corporation on October 1,
1998 (File No. 333-65173)).
10.3 Form of Standstill Agreement, dated as of May 26, 1998, between the Company and
TCI (incorporated by reference to Exhibit 10.3 to the Registration Statement
Form on S-3 filed by Sprint Corporation on September 25, 1998 (File No.
333-64241)).
10.4 Irrevocable Proxy and Voting Agreement, dated as of November 23, 1998, between
the Company and TCI.
10.5 Top Up Right Agreement, dated as of May 26, 1998, among the Cable Partners,
France Telecom S.A. and Deutsche Telekom AG (incorporated by reference to
Exhibit 4 to Amendment No. 2 (filed May 28, 1998) to the Schedule 13D
originally filed by FT and DT on February 12, 1996 (File No. 005-41991)).
</TABLE>
Page 10 of 12 pages
<PAGE>
SCHEDULE 1
Directors, Executive Officers and Controlling Persons
of Tele-Communications, Inc. ("TCI")
<TABLE>
<CAPTION>
Principal Business or
Principal Occupation Organization in which
Name and Business Address such Business is Conducted
- ----- -------------------- --------------------------
<S> <C> <C>
John C. Malone Chairman of the Board and Chief Cable television &
Executive Officer & Director of telecommunications; &
TCI, programming services
5619 DTC Parkway, Englewood, CO
80111
Leo J. Hindery, Jr. President and Chief Operating Cable television &
Officer & Director of TCI, 5619 telecommunications; &
DTC Parkway, Englewood, CO 80111 programming services
Donne F. Fisher Consultant & Director of TCI, Cable television &
5619 DTC Parkway, Englewood, CO telecommunications; &
80111 programming services
John W. Gallivan Director of TCI; Chairman of the Newspaper publishing
Board of Kearns-Tribune
Corporation,
400 Tribune Building, Salt Lake
City, UT 84111
Paul A. Gould Director of TCI; Managing Securities firm
Director and Executive Vice
President of Allen & Company,
Incorporated, 711 Fifth Avenue,
New York, NY 10022
Robert A. Naify Director of TCI; President and Motion Picture Industry
Chief Executive Officer of
Todd-AO Corporation, 172 Golden
Gate Avenue, San Francisco, CA
94102
Jerome H. Kern Director of TCI; Business Business Consulting; Law
Consultant; Vice Chairman of the
Board of TCI, 5619 DTC Parkway,
Englewood, CO 80111
J. C. Sparkman Director of TCI and Consultant, Cable television &
5619 DTC Parkway, Englewood, CO telecommunications; &
80111 programming services
Stephen M. Brett Executive Vice President, Cable television &
Secretary & General Counsel of telecommunications; &
TCI, 5619 DTC Parkway, programming services
Englewood, CO 80111
Larry E. Romrell Executive Vice President of TCI, Cable television &
5619 DTC Parkway, Englewood, CO telecommunications; &
80111 programming services
</TABLE>
Page 11 of 12 pages
<PAGE>
<TABLE>
<CAPTION>
Principal Business or
Principal Occupation Organization in which
Name and Business Address such Business is Conducted
- ----- -------------------- --------------------------
<S> <C> <C>
Bernard W. Schotters, II Senior Vice President & Cable television &
Treasurer of TCI, 5619 DTC telecommunications; &
Parkway, Englewood, CO 80111 programming services
Robert R. Bennett Executive Vice President of TCI; Cable television &
President and Chief Executive telecommunications; &
Officer of Liberty Media programming services
Corporation, 5619 DTC Parkway,
Englewood, CO 80111
Gary S. Howard Executive Vice President of TCI; Cable television &
President and Chief Executive telecommunications; &
Officer of TCI Ventures Group, programming services
5619 DTC Parkway, Englewood, CO
80111
Marvin L. Jones Executive Vice President of TCI, Cable television &
5619 DTC Parkway, Englewood, CO telecommunications; &
80111 programming services
</TABLE>
Page 12 of 12 pages
<PAGE>
EXHIBIT 10.4
IRREVOCABLE PROXY
AND
VOTING AGREEMENT
THIS IRREVOCABLE PROXY AND VOTING AGREEMENT (this "Agreement"), dated as of
---------
November 23, 1998, is entered into between SPRINT CORPORATION, a Kansas
corporation ("Sprint"), and TELE-COMMUNICATIONS, INC., a Delaware corporation
------
(the "Holder").
------
WHEREAS, Sprint, the Holder, Comcast Corporation, a Pennsylvania
corporation ("Comcast"), and Cox Communications, Inc., a Delaware corporation
-------
("Cox", and together with the Holder and Comcast, the "Cable Holders") and
- ----- -------------
certain of their respective Subsidiaries (as defined herein) have entered into
the Restructuring and Merger Agreement, dated May 26, 1998 (the "Restructuring
-------------
Agreement"), pursuant to which such Cable Holders (directly or indirectly
- ---------
through Subsidiaries) will acquire shares of Series 2 PCS Stock (as defined
herein) on the terms set forth in the Restructuring Agreement;
WHEREAS, contemporaneously with the execution of this Agreement, Sprint and
the Holder have entered into a Standstill Agreement, dated May 26, 1998 (the
"Standstill Agreement") imposing certain restrictions on the ability of the
- ---------------------
Holder and its Affiliates to acquire shares of Series 1 PCS Stock (as defined
herein) and other shares of the capital stock of Sprint;
WHEREAS, Section 6.8 of the Restructuring Agreement permits the Holder and
its Affiliates to acquire shares of Series 1 PCS Stock under certain
circumstances, which acquisitions are permitted under the Standstill Agreement;
WHEREAS, each share of Series 2 PCS Stock has one-tenth of the vote of each
share of Series 1 PCS Stock in all matters presented for a vote of the holders
of the common stock of Sprint;
WHEREAS, Sprint is willing to permit the Holder and its Affiliates to
acquire shares of the Series 1 PCS Stock in accordance with the Restructuring
Agreement; based on the arrangements set forth herein (including the granting by
the Holder of the irrevocable proxy contained herein);
NOW THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Holder and Sprint (each a "Party"), intending to be legally
-----
bound, hereby agree as follows:
<PAGE>
Section 1. Irrevocable Proxy.
-----------------
(a) Subject to paragraphs (c), (d) and (e) below, the Holder hereby
grants to William T. Esrey (the "Grantee") an irrevocable proxy, with full power
-------
of substitution, to exercise voting authority and authority to act by written
consent over all shares of Series 1 PCS Stock Beneficially Owned by the Holder
and its Affiliates, at the time of execution of this Agreement or at any time in
the future (the "Proxy Shares"), on all matters submitted to a vote of all or
------------
any class or classes of the holders of the Sprint Voting Securities, which proxy
is irrevocable and coupled with an interest for purposes of Section 17-6502 of
the Kansas General Corporation Code.
(b) Prior to the acquisition by any Affiliate of Holder that has not
previously executed and delivered to Sprint an Irrevocable Proxy under this
paragraph of any shares of Series 1 PCS Stock, the Holder will cause such
Affiliate to execute and deliver to Sprint the form of Irrevocable Proxy
attached hereto as Exhibit A, which proxies shall (together with the proxy
---------
contained in Section 1(a)) be deemed to constitute the "Proxy" for the purposes
-----
of this Agreement.
(c) Pursuant to the Proxy, the Grantee is authorized and directed to
vote the Proxy Shares for or against any matter presented for a vote of the
Sprint Voting Securities in the same manner as the majority of votes that are
cast with respect to such matter by the holders of Sprint Voting Securities
(other than the Proxy Shares).
(d) Notwithstanding the foregoing, the Proxy shall not be applicable
with respect to any of the Proxy Shares in connection with any matter on which
the holders of Series 1 PCS Stock vote pursuant to Article Sixth, Sections
3.2(d) and 3.2(f) of the Initial Charter Amendment (as defined in the
Restructuring Agreement) or any successor provisions with the same effect, and
the Holder shall have the power to vote the Proxy Shares in its discretion with
respect to any such matter.
(e) The Grantee's appointment hereunder shall terminate at such time
as the Grantee ceases to be the Chief Executive Officer of Sprint, at which time
the Proxy shall automatically be granted, without any further act by the Holder
or its Affiliates, to the Grantee's successor as Chief Executive Officer of
Sprint and thereafter to each subsequent successor as the Chief Executive
Officer of Sprint (each of which persons shall be deemed the Grantee hereunder).
At the request of Sprint from time-to-time, the Holder shall, and shall cause
each of its Affiliates holding any Proxy Shares to, execute an irrevocable proxy
in the form of this Agreement or Exhibit A hereto confirming the appointment of
---------
each successor Chief Executive Officer of Sprint as the Grantee for all purposes
under this Agreement.
(f) Within 10 days following the record date for each meeting of the
shareholders of Sprint, the Holder shall give notice to Sprint of (i) the names
of the Affiliates of the Holder that Beneficially Owned shares of Series 1 PCS
Stock as of the record date and (ii) the
-2-
<PAGE>
number of shares of Series 1 PCS Stock Beneficially Owned by the Holder and each
of its Affiliates as of the record date.
Section 2. Voting Agreement. If the Proxy is determined to be invalid or
----------------
unenforceable in any respect, or the holder of the Proxy is unable or unwilling
for any reason to vote the Proxy Shares at any meeting of the stockholders of
Sprint as contemplated by Section 1(c), then, except in the case of a matter
described in Section 1(d), the Holder shall, and shall cause each of its
Affiliates to, attend each meeting of the stockholders of Sprint for the
purposes of satisfying quorum requirements and shall vote the Proxy Shares for
or against any matter presented for a vote of the Sprint Voting Securities in
the same manner as the majority of votes that are cast with respect to such
matter by the holders of Sprint Voting Securities (other than the Proxy Shares).
Section 3. Termination. The Proxy and this Agreement shall terminate on
-----------
the earlier to occur of (a) the consent in writing of Sprint and the Holder, (b)
the termination of the Standstill Agreement and (c) the tenth anniversary of
this Agreement.
Section 4. Certain Definitions. As used in this Agreement, the following
-------------------
terms shall have the meanings specified below. Any capitalized terms not
otherwise defined herein shall have the meaning attributed thereto in the
Restructuring Agreement.
"Affiliate" means, with respect to any Person, any other Person that
---------
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by, or is under common Control with, such Person.
"Agreement" has the meaning set forth in the Preamble.
---------
"Beneficial Owner" (including, with its correlative meanings, "Beneficially
---------------- ------------
Own" and "Beneficial Ownership"), with respect to any securities, means any
- --- --------------------
Person which:
(a) has, or any of whose Affiliates has, directly or indirectly, the
sole or shared right to acquire (whether such right is exercisable immediately
or only after the passage of time) such securities pursuant to any agreement,
arrangement or understanding (whether or not in writing), including pursuant to
the Restructuring Agreement, or upon the exercise of conversion rights, exchange
rights, warrants or options, or otherwise;
(b) has, or any of whose Affiliates has, directly or indirectly, the
sole or shared right to vote or dispose of (whether such right is exercisable
immediately or only after the passage of time) or "beneficial ownership" of (as
determined pursuant to Rule 13d-3 under the Exchange Act as in effect on the
date hereof but including all such securities which a Person has the right to
acquire beneficial ownership of, whether or not such right is exercisable within
the 60-day period specified therein) such securities, including pursuant to any
agreement, arrangement or understanding (whether or not in writing); or
-3-
<PAGE>
(c) has, or any of whose Affiliates has, any agreement, arrangement
or understanding (whether or not in writing) for the purpose of acquiring,
holding, voting or disposing of any securities which are Beneficially Owned,
directly or indirectly, by any other Person (or any Affiliate thereof), provided
--------
that the Restructuring Agreement shall not be deemed an agreement, arrangement
or understanding contemplated by this paragraph (c).
"Cable Holders" has the meaning set forth in the Recitals.
-------------
"Class A Stock" means the Class A Common Stock, par value $2.50 per share,
-------------
of Sprint.
"Common Stock" means the Common Stock, par value $2.50 per share, of
------------
Sprint.
"Control" (including, with its correlative meanings, "Controlled by" and
------- -------------
"under common Control with") means, with respect to a Person or Group:
- --------------------------
(a) ownership by such Person or Group of Votes entitling it to
exercise in the aggregate more than 50 percent of the Voting Power of the entity
in question; or
(b) possession by such Person or Group of the power, directly or
indirectly, (i) to elect a majority of the board of directors (or equivalent
governing body) of the entity in question; (ii) to direct or cause the direction
of the management and policies of or with respect to the entity in question,
whether through ownership of securities, by contract or otherwise; or (iii) with
respect to a particular action or agreement, to direct or cause the direction of
decisions, or veto or otherwise prevent decisions, of or with respect to the
entity in question relating to such action or agreement.
"PCS Preferred Stock" means the Preferred Stock -- Seventh Series,
-------------------
Convertible, no par value, of Sprint.
"PCS Stock" means the Series 1 PCS Stock, the Series 2 PCS Stock and the
---------
Series 3 PCS Stock.
"Person" means an individual, a partnership, an association, a joint
------
venture, a corporation, a business, a trust, an unincorporated organization, a
governmental authority or any other entity organized under applicable law.
"Restructuring Agreement" has the meaning set forth in the Recitals.
-----------------------
"Series 1 PCS Stock" means the PCS Common Stock -- Series 1, par value
------------------
$1.00 per share, of Sprint, which will be created on the Closing Date by the
filing of the Initial Charter Amendment, as defined in the Restructuring
Agreement.
-4-
<PAGE>
"Series 2 PCS Stock" means the PCS Common Stock -- Series 2, par value
------------------
$1.00 per share, of Sprint, which will be created on the Closing Date by the
filing of the Initial Charter Amendment.
"Series 3 PCS Stock" means the PCS Common Stock -- Series 3, par value
------------------
$1.00 per share, of Sprint, which will be created on the Closing Date by the
filing of the Initial Charter Amendment.
"FON Stock" means the Sprint FON Group Common Stock that will be created
---------
upon completion of the Recapitalization, as defined in the Restructuring
Agreement.
"Sprint Voting Securities" means the Common Stock, the Class A Stock, the
------------------------
FON Stock, the PCS Stock, the PCS Preferred Stock and any other securities of
Sprint having the right to Vote.
"Subsidiary" means, with respect to any Person (the "Parent"), any other
---------- ------
Person in which the Parent, one or more Subsidiaries of the Parent, or the
Parent and one or more of its Subsidiaries (a) have the ability, through
ownership of securities individually or as a group, ordinarily, in the absence
of contingencies, to elect a majority of the directors (or individuals
performing similar functions) of such other Person, and (b) own more than 50% of
the equity interests.
"Transfer" means any act pursuant to which, directly or indirectly, the
--------
ownership of assets or securities in question is sold, transferred, conveyed,
delivered or otherwise disposed of.
"Vote" means, as to any entity, the ability to cast a vote at a
----
stockholders' or comparable meeting of such entity with respect to the election
of directors or other members of such entity's governing body; provided that
--------
with respect to Sprint only, "Vote" means the ability to exercise general voting
power (as opposed to the exercise of special voting or disapproval rights) with
respect to matters other than the election of directors at a meeting of the
stockholders of Sprint.
"Voting Power" means, as to any entity as of any date, the aggregate number
------------
of Votes outstanding as of such date in respect of such entity; provided that,
--------
with respect to PCS Stock, the Vote per share used to calculate such aggregate
number of Votes shall be the Vote per share most recently established by the
Board of Directors of Sprint, whether for the most recent vote of stockholders
or for a vote of stockholders to be conducted in the future.
Section 5. Interpretation and Construction of this Agreement. The
-------------------------------------------------
definitions in Section 4 shall apply equally to both the singular and plural
forms of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms. The words
"include," "includes" and "including" shall be deemed to be followed by the
phrase "without limitation." All references herein to Articles, Sections and
Exhibits shall be deemed to be references to Articles and Sections of, and
Exhibits to, this
-5-
<PAGE>
Agreement unless the context shall otherwise require. The headings of the
Articles and Sections are inserted for convenience of reference only and are not
intended to be a part of or to affect the meaning or interpretation of this
Agreement. Unless the context shall otherwise require or provide, any reference
to any agreement or other instrument or statute or regulation is to such
agreement, instrument, statute or regulation as amended and supplemented from
time to time (and, in the case of a statute or regulation, to any successor
provision).
Section 6. Notices. Except as expressly provided herein, all notices,
-------
consents, waivers and other communications required or permitted to be given by
any provision of this Agreement shall be in writing and mailed (certified or
registered mail, postage prepaid, return receipt requested) or sent by hand or
overnight courier, or by facsimile transmission (with acknowledgment received
and confirmation sent as provided below), charges prepaid and addressed to the
intended recipient as follows, or to such other address or number as such Person
may from time to time specify by like notice to the parties:
Holder: Tele-Communications, Inc.
5619 DTC Parkway
Englewood, Colorado 80111
Telecopy: (303) 488-3245
Attention: General Counsel
with a copy to:
Baker & Botts, L.L.P.
599 Lexington Avenue
New York, New York 10022-6030
Te1ecopy: (212) 705-5125
Attention: John L. Graham
Sprint: Sprint Corporation
2330 Shawnee Mission Parkway
East Wing
Westwood, Kansas 66205
Attention: General Counsel
Tel: (913) 624-8440
Fax: (913) 624-8426
with a copy to:
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303
Attention: Bruce N. Hawthorne, Esq.
-6-
<PAGE>
Tel: (404) 572-4903
Fax: (404) 572-5146
Any party may from time to time specify a different address for notices by like
notice to the other parties. All notices and other communications given in
accordance with the provisions of this Agreement shall be deemed to have been
given and received (i) four (4) Business Days after the same are sent by
certified or registered mail, postage prepaid, return receipt requested, (ii)
when delivered by hand or transmitted by facsimile (with acknowledgment received
and, in the case of a facsimile only, a copy of such notice is sent no later
than the next Business Day by a reliable overnight courier service, with
acknowledgment of receipt) or (iii) one (1) Business Day after the same are sent
by a reliable overnight courier service, with acknowledgment of receipt.
Section 7. Assignment. No Party will assign this Agreement or any rights,
----------
interests or obligations hereunder, or delegate performance of any of its
obligations hereunder, without the prior written consent of each other Party.
Section 8. Entire Agreement. This Agreement (together with the Standstill
----------------
Agreement and the Restructuring Agreement) embodies the entire agreement and
understanding of the Parties with respect to the subject matter contained
herein, provided that this provision shall not abrogate any other written
--------
agreement between the Parties executed simultaneously with this Agreement.
Section 9. Waiver, Amendment, etc. This Agreement may not be amended or
-----------------------
supplemented, and no waivers of or consents to departures from the provisions
hereof shall be effective, unless set forth in a writing signed by, and
delivered to, all the Parties. No failure or delay of any Party in exercising
any power or right under this Agreement will operate as a waiver thereof, nor
will any single or partial exercise of any right or power, or any abandonment or
discontinuance of steps to enforce such right or power, preclude any other or
further exercise thereof or the exercise of any other right or power.
Section 10. Binding Agreement; No Third Party Beneficiaries. This
-----------------------------------------------
Agreement will be binding upon and inure to the benefit of the Parties and their
successors and permitted assigns. Nothing expressed or implied herein is
intended or will be construed to confer upon or to give to any third party any
rights or remedies by virtue hereof.
Section 11. Governing Law; Equitable Relief.
-------------------------------
(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF KANSAS (REGARDLESS OF THE LAWS THAT MIGHT
OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW).
-7-
<PAGE>
(B) EACH PARTY AGREES THAT MONEY DAMAGES WOULD NOT BE A SUFFICIENT
REMEDY FOR THE OTHER PARTIES FOR ANY BREACH OF THIS AGREEMENT BY IT, AND THAT IN
ADDITION TO ALL OTHER REMEDIES THE OTHER PARTIES MAY HAVE, THEY SHALL BE
ENTITLED TO SPECIFIC PERFORMANCE AND TO INJUNCTIVE OR OTHER EQUITABLE RELIEF AS
A REMEDY FOR ANY SUCH BREACH. EACH PARTY AGREES NOT TO OPPOSE THE GRANTING OF
SUCH RELIEF IN THE EVENT A COURT DETERMINES THAT SUCH BREACH HAS OCCURRED, AND
AGREES TO WAIVE ANY REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND IN
CONNECTION WITH SUCH REMEDY.
Section 12. Severability. The invalidity or unenforceability of any
------------
provision hereof in any jurisdiction will not affect the validity or
enforceability of the remainder hereof in that jurisdiction or the validity or
enforceability of this Agreement, including that provision, in any other
jurisdiction. To the extent permitted by applicable law, each Party waives any
provision of applicable law that renders any provision hereof prohibited or
unenforceable in any respect. If any provision of this Agreement is held to be
unenforceable for any reason, it shall be adjusted rather than voided, if
possible, in order to achieve the intent of the Parties to the extent possible.
Section 13. Counterparts. This Agreement may be executed in one or more
------------
counterparts each of which when so executed and delivered will be deemed an
original but all of which will constitute one and the same Agreement.
Section 14. Remedies. In addition to any other remedies which may be
--------
available to Sprint (including any remedies which Sprint may have at law or in
equity), if the Holder or any of its Affiliates breaches any material provision
of this Agreement or the Proxy, neither the Holder nor such Affiliates shall be
entitled to vote any of its shares of capital stock of Sprint (or any shares
into which such shares of capital stock are converted) with respect to any
matter or proposal arising from, relating to or involving such breach, and no
such purported vote by the Holder or any of its Affiliates on such matter shall
be effective or shall be counted.
-8-
<PAGE>
IN WITNESS WHEREOF, Sprint and the Holder have caused their respective duly
authorized officers to execute this Irrevocable Proxy and Voting Agreement as of
the day and year first above written.
TELE-COMMUNICATIONS, INC.
By: /s/ Gary S. Howard
------------------------------------
Name: Gary S. Howard
------------------------------
Title: Executive Vice President
-----------------------------
SPRINT CORPORATION
By: /s/ Don A. Jensen
------------------------------------
Name: Don A. Jensen
------------------------------
Title: Vice President and Secretary
-----------------------------
<PAGE>
EXHIBIT A
IRREVOCABLE PROXY
_____________________, a ____________________
[CORPORATION/PARTNERSHIP/LIMITED LIABILITY COMPANY] hereby grants to
_________________ [INSERT NAME OF CHIEF EXECUTIVE OFFICER OF SPRINT] an
irrevocable proxy, with full power of substitution, to exercise voting authority
and authority to act by written consent over all shares of the Series 1 PCS
Group Common Stock, par value $1.00, of Sprint Corporation ("Sprint")
Beneficially Owned by the Holder, at the time of execution and delivery of this
proxy or at any time in the future (the "Proxy Shares"), on all matters
submitted to a vote of all or any class or classes of the holders of Sprint
Voting Securities. This proxy is granted pursuant to the terms of the
Irrevocable Proxy and Voting Agreement (the "Voting Agreement"), dated as of
________________, 1998, between Sprint and ______________, a ____________
corporation, and this proxy is irrevocable and coupled with an interest for
purposes of Section 17-6502 of the Kansas General Corporation Code. This proxy
is given under and subject to the terms and limitations of the Voting Agreement
(including, without limitation, Sections 1(c), 1(d) and 1(e) thereof) and shall
terminate simultaneously with the termination of the Voting Agreement pursuant
to Section 3 thereof. Capitalized terms utilized but not defined in this proxy
shall have the meaning ascribed thereto in the Voting Agreement.
IN WITNESS WHEREOF, the undersigned has caused its duly authorized officer
to execute and deliver this Irrevocable Proxy as of the ____ day of ___________,
____.
[HOLDER]
By: ______________________________
Name: ________________________
Title: _________________________
