SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported)
November 23, 1998
SPRINT CORPORATION
(Exact name of Registrant as specified in its charter)
Kansas 0-4721 48-0457967
(State of Incorporation) Commission File Number) (I.R.S.Employer
Identification No.)
2330 Shawnee Mission Parkway, Westwood, Kansas 66205
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (913) 624-3000
(Former name or former address, if changed since last report)
P. O. Box 11315, Kansas City, Missouri 64112
(Mailing address of principal executive offices)
<PAGE>
ITEM 2. Acquisition or Disposition of Assets
On November 23, 1998, Sprint Corporation ("Sprint")
completed the acquisition of 100% of the ownership and control of
the wireless telephony businesses operating under the Sprint PCS (Registered)
brand name (other than a 40.8% minority interest in the wireless
telephone business that serves the Los Angeles, San Diego and Las
Vegas areas) and the tax-free recapitalization of Sprint's
outstanding publicly-traded common stock into two newly created
classes of Sprint common stock: PCS Common Stock and FON Common
Stock.
Sprint acquired the respective interests in Sprint Spectrum
Holdings Company, Inc. and MinorCo, L.P. held by each of the
following companies (collectively referred to as the "Cable
Partners"): TCI Spectrum Holdings, Inc. (a subsidiary of Tele-
Communications, Inc. ("TCI")), Comcast Telephony Services, Inc.
and COM Telephony Services, Inc. (subsidiaries of Comcast
Corporation ("Comcast")) and Cox Telephony Partners, Inc. and Cox
Communications Wireless, Inc. (subsidiaries of Cox Communications
Inc. ("Cox")). Sprint also acquired the interests of TCI and Cox
in PhillieCo Partners I, L.P. and PhillieCo Partners II, L.P.
The acquisition was completed through the merger of each of
the Cable Partners with newly created subsidiaries of Sprint, and
each share of common stock of the respective Cable Partners was
converted into shares of PCS Common Stock, $1.00 par value per
share -- Series 2 ("Series 2 PCS Stock").
As consideration for these transactions, subsidiaries of TCI
received 98,563,924 shares of Series 2 PCS Stock and 6,291,314
warrants to purchase Series 2 PCS Stock; a subsidiary of Comcast
received 47,248,435 shares of Series 2 PCS Stock and 3,015,858
warrants to purchase Series 2 PCS Stock; and subsidiaries of Cox
received 49,281,981 shares of Series 2 PCS Stock and 3,145,658
warrants to purchase Series 2 PCS Stock. The amount of the
consideration was derived through arm's length negotiations.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of Sprint Spectrum Holding Company
combined with MinorCo and PhillieCo (filed as part of Exhibit
99.1 to Sprint Corporation Current Report on Form 8-K dated
November 2, 1998, and incorporated herein by reference).
(b)(2a) PCS Group Unaudited Pro Forma Condensed Combined
Financial Statements (filed as part of Exhibit 99.1 to
Sprint Corporation Current Report on Form 8-K dated
November 2, 1998, and incorporated herein by
reference).
(b)(2b) Sprint Corporation Unaudited Pro Forma Condensed
Combined Financial Statements (filed as part of
Exhibit 99.1 to Sprint Corporation Current Report on
Form 8-K dated November 2, 1998, and incorporated
herein by reference).
<PAGE>
(c) Exhibits
(2) Restructuring and Merger Agreement By and Among Sprint
Corporation, Tele-Communications, Inc., Comcast Corporation, Cox
Communications, Inc. and certain of their subsidiaries, dated as
of May 26, 1998 (filed as Exhibit 2 to Sprint Corporation Current
Report on Form 8-K dated May 26, 1998 and incorporated herein by
reference).
(4A) The rights of Sprint's equity security holders are
defined in Article Fifth, Article Sixth, Article
Seventh and Article Eighth of the Articles of
Incorporation of Sprint Corporation. The Articles are
filed as Exhibit 4A to Post-Effective Amendment No. 2
to Sprint Corporation's Registration Statement on Form
S-3 (No. 33-58488) and incorporated herein by
reference.
(4B) Rights Agreement dated as of November 23, 1998, between
Sprint Corporation and UMB Bank, n.a. (filed as Exhibit
4.1 to Amendment No. 1 to Sprint Corporation's
Registration Statement on Form 8-A relating to Sprint's
PCS Group Rights, filed November 25, 1998, and
incorporated herein by reference).
(4C) Provisions regarding the Capital Stock Committee are
set forth in Article IV, Section 13 of the Bylaws. The
Bylaws are filed as Exhibit 4C to Post-Effective
Amendment No. 2 to Sprint Corporation's Registration
Statement on Form S-3 (No. 33-58488) and incorporated
herein by reference.
(4D) Tracking Stock Policies of Sprint Corporation (filed as
Exhibit 4D to Post-Effective Amendment No. 2 to Sprint
Corporation's Registration Statement on Form S-3 (No.
33-58488) and incorporated herein by reference).
(4E) Amended and Restated Standstill Agreement dated as of
November 23, 1998, by and among Sprint Corporation,
France Telecom S.A. and Duetsche Telekom AG (filed as
Exhibit 4E to Post-Effective Amendment No. 2 to Sprint
Corporation's Registration Statement on Form S-3 (No.
33-58488) and incorporated herein by reference).
(23) Consent of Deloitte & Touche LLP.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.
SPRINT CORPORATION
Date: December 8, 1998 By: /s/ Michael T. Hyde
Michael T. Hyde, Assistant Secretary
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
(2) Restructuring and Merger Agreement By and Among Sprint
Corporation, Tele-Communications, Inc., Comcast
Corporation, Cox Communications, Inc. and certain of
their subsidiaries, dated as of May 26, 1998 (filed as
Exhibit 2 to Sprint Corporation Current Report on Form
8-K dated May 26, 1998 and incorporated herein by
reference).
(4A) The rights of Sprint's equity security holders are
defined in Article Fifth, Article Sixth, Article
Seventh and Article Eighth of the Articles of
Incorporation of Sprint Corporation. The Articles are
filed as Exhibit 4A to Post-Effective Amendment No. 2
to Sprint Corporation's Registration Statement on Form
S-3 (No. 33-58488) and incorporated herein by
reference.
(4B) Rights Agreement dated as of November 23, 1998, between
Sprint Corporation and UMB Bank, n.a. (filed as Exhibit
4.1 to Amendment No. 1 to Sprint Corporation's
Registration Statement on Form 8-A relating to Sprint's
PCS Group Rights, filed November 25, 1998, and
incorporated herein by reference).
(4C) Provisions regarding the Capital Stock Committee are
set forth in Article IV, Section 13 of the Bylaws. The
Bylaws are filed as Exhibit 4C to Post-Effective
Amendment No. 2 to Sprint Corporation's Registration
Statement on Form S-3 (No. 33-58488) and incorporated
herein by reference.
(4D) Tracking Stock Policies of Sprint Corporation (filed as
Exhibit 4D to Post-Effective Amendment No. 2 to Sprint
Corporation's Registration Statement on Form S-3 (No.
33-58488) and incorporated herein by reference).
(4E) Amended and Restated Standstill Agreement dated as of
November 23, 1998, by and among Sprint Corporation,
France Telecom S.A. and Duetsche Telekom AG (filed as
Exhibit 4E to Post-Effective Amendment No. 2 to Sprint
Corporation's Registration Statement on Form S-3 (No.
33-58488) and incorporated herein by reference).
(23) Consent of Deloitte & Touche LLP.
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in the Registration
Statements (Nos. 333-64241, 333-65649, and 33-58488) on Form
S-3, and the Registration Statements (Nos. 33-44255, 33-
38761, 33-31802, 2-97322, 2-71704, 33-59316, 33-59318, 33-
59322, 33-59324, 33-59326, 33-59328, 33-53695, 33-57911, 33-
59349, 33-65149, 33-25449, 333-42077, 333-46487 and 333-
46491) on Form S-8 of Sprint Corporation of our report dated
May 26, 1998 (August 6, 1998 as to Note 4) on the combined
financial statements of Sprint Spectrum Holding Company,
L.P. and subsidiaries; MinorCo, L.P. and subsidiaries;
PhillieCo Partners I, L.P. and subsidiaries and PhillieCo
Partners II, L.P. and subsidiaries (which expresses an
unqualified opinion and includes an explanatory paragraph
referring to the emergence from the development stage) for
each of the three years in the period ended December 31,
1997 incorporated by reference in this Form 8-K of Sprint
Corporation.
/s/ Deloitte & Touche LLP
Kansas City, Missouri
December 8, 1998
