SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SPRINT CAPITAL CORPORATION SPRINT CORPORATION
(As Issuer and Registrant of (As Issuer and Registrant of
Notes) Guarantees)
Delaware Kansas
(State of incorporation or (State of incorporation
organization) or organization)
48-1132866 48-0457967
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
P.O. Box 11315, Kansas City, Missouri 64112
(Address, including zip code, of both registrants' principal
executive offices)
If this Form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange
Act and is effective pursuant to General Instruction
A.(c), please check the following box. [X]
If this Form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction
A.(d), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to Name of Each Exchange
Be Registered on Which Each Class is
to be Registered
6.875% Notes due 2028 New York Stock Exchange
and Guarantees
Securities Act Registration Statement file number to which this
form relates: 333-65649
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
<PAGE>
SPRINT CAPITAL CORPORATION
SPRINT CORPORATION
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Securities to be Registered.
The description of the 6.875% Notes due 2028 of Sprint
Capital Corporation (the "Notes") registered herein is contained
under the caption "Description of Debt Securities" in the
Prospectus dated October 23, 1998 (the "Basic Prospectus"), which
forms a part of Sprint Capital's and Sprint Corporation's
Registration Statement on Form S-3 that was filed with the
Securities and Exchange Commission on October 14, 1998 (File No.
333-65649), and under the caption "Description of Notes" in the
Prospectus Supplement dated November 10, 1998, which was filed
with the Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act of 1933, as amended. The
description of the guarantees attached to the Notes is contained
under the caption "Description of Guarantees" in the Basic
Prospectus. Such descriptions are hereby incorporated by
reference herein pursuant to Rule 12b-23 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
Item 2. Exhibits.
4.1 Form of 6.875% Note due 2028 (including form of guarantee).
4.2 Indenture dated as of October 1, 1998, among Sprint Capital
Corporation, Sprint Corporation and Bank One, N.A., as Trustee
(filed as Exhibit 4(b) to Sprint Corporation's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1998 and
incorporated herein by reference).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Exchange
Act, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized.
SPRINT CAPITAL CORPORATION
By /s/ Don A. Jensen
Don A. Jensen
Vice President
Date: November 12, 1998
SIGNATURE
Pursuant to the requirements of Section 12 of the Exchange
Act, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized.
SPRINT CORPORATION
By /s/ Don A. Jensen
Don A. Jensen
Vice President
Date: November 12, 1998
<PAGE>
EXHIBIT 4.1
This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name
of a Depositary or a nominee thereof. This Security may not be
exchanged in whole or in part for a Security Registered, and no
Transfer of this Security in whole or in part may be registered,
in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the
Indenture.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.
SPRINT CAPITAL CORPORATION
6.875% Notes due November 15, 2028
CUSIP No. 852060AD4
No. $
Sprint Capital Corporation, a corporation duly organized and
existing under the laws of Delaware (herein called the "Company",
which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to
pay to Cede & Co., or registered assigns, the principal sum of
___________________________ on November 15, 2028 and to pay
interest thereon from November 16, 1998, or from the most recent
Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on May 15 and November 15 in each
year, commencing May 15, 1999, at the rate of 6.875% per annum,
until the principal hereof is paid or made available for payment,
provided that any principal and premium, and any such installment
of interest, which is overdue shall bear interest at the rate of
7.875% per annum (to the extent that the payment of such interest
shall be legally enforceable), from the dates such amounts are
due until they are paid or made available for payment, and such
interest shall be payable on demand. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the May 1 or
November 1 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for will forthwith cease to
be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the
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Trustee, notice whereof shall be given to Holders of Securities of
this series not less than 10 days prior to such Special Record Date,
or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in
said Indenture.
Payment of the principal of (and premium, if any) and any
such interest on this Security will be made at the office or
agency of the Company maintained for that purpose in Columbus,
Ohio, in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall
appear in the Security Register.
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture,
dated as of October 1, 1998 (herein called the "Indenture", which
term shall have the meaning assigned to it in such instrument),
among the Company, Sprint Corporation, a Kansas corporation
(herein called the "Guarantor"), as Guarantor, and Bank One,
N.A., as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Guarantor, the Trustee and the
Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof
limited in aggregate principal amount to $2,500,000,000.
The Securities of this series are subject to redemption upon
not less than 30 days' notice, but not more than 60 days' notice,
by mail, as a whole or in part, at the election of the Company,
at any time or from time to time, at the following Redemption
Price:
The greater of (1) 100% of the principal amount of the
Securities to be redeemed or (2) the sum of the present values of
the Remaining Scheduled Payments discounted, on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day
months), at a rate equal to the sum of the Treasury Rate and 25
basis points. In the case of each of clause (1) and (2), accrued
interest will be payable to the redemption date.
"Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to
maturity (computed as of the second business day immediately
preceding such redemption date) of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the
<PAGE>
Securities of this series that would be utilized, at the time of
selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Securities. "Independent
Investment Banker" means one of the Reference Treasury Dealers
appointed by the Company.
"Comparable Treasury Price" means, with respect to any
redemption date, (1) the average of the Reference Treasury Dealer
Quotations for such redemption date after excluding the highest
and lowest of such Reference Treasury Dealer Quotations, or (2)
if the Trustee obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 3:30 p.m., New York
City time, on the third business day preceding such redemption
date.
"Reference Treasury Dealer" means each of Salomon Smith
Barney Inc., Credit Suisse First Boston Corporation, J.P. Morgan
Securities Inc., Warburg Dillon Read LLC, Chase Securities, Inc.,
Lehman Brothers, Inc. and NationsBanc Montgomery Securities LLC
and their respective successors. If any of the foregoing shall
cease to be a primary U.S. Government securities dealer (a
"Primary Treasury Dealer"), the Company shall substitute another
nationally recognized investment banking firm that is a Primary
Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each
Security of this series to be redeemed, the remaining scheduled
payments of principal of and interest on such Security that would
be due after the related redemption date but for such redemption.
If such redemption date is not an interest payment date with
respect to such Security, the amount of the next succeeding
scheduled interest payment on such Security will be reduced by
the amount of interest accrued on such Security to such
redemption date.
In the event of redemption of this Security in part only, a
new Security or Securities of this series and of like tenor for
the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Security or certain
restrictive covenants and Events of Default with respect to this
Security, in each case upon compliance with certain conditions
set forth in the Indenture.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture provides that each Holder of a Security is
entitled to the benefits of a Guarantee by the Guarantor of the
timely payment of the principal of, premium, if any, and
<PAGE>
interest on the Security. The Guarantee endorsed hereon is an
integral part of this Security. The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and
the Guarantor and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the
Company, the Guarantor and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series
at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company and
the Guarantor with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Security.
As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right
to institute any proceeding with respect to the Indenture or for
the appointment of a receiver or trustee or for any other remedy
thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with
respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at
the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a
majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request, and
shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the
respective due dates expressed herein.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligations of the Company and the Guarantor, which are absolute
and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of
the Company in any place where the principal of and any premium
and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.
<PAGE>
The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and
any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration
of transfer, the Company, the Guarantor, the Trustee and any
agent of the Company, the Guarantor or the Trustee may treat the
Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Guarantor or the Trustee nor any
such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, neither this
Security nor the Guarantee endorsed hereon shall be entitled to
any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
SPRINT CAPITAL CORPORATION
By
Mark W. Peterson
Vice President and
Treasurer
Attest:
Michael T. Hyde
Assistant Secretary
<PAGE>
TRUSTEE'S AUTHENTICATION CERTIFICATE
Dated:
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
BANK ONE, N.A.,
As Trustee
By
Authorized Signature
<PAGE>
GUARANTEE OF SPRINT CORPORATION
FOR VALUE RECEIVED, Sprint Corporation, a corporation duly
organized and existing under the laws of the State of Kansas (the
"Guarantor"), hereby unconditionally guarantees to the Holder of
the Security upon which this Guarantee is endorsed the due and
punctual payment of the principal of, premium, if any, and
interest (including interest on any overdue principal and on any
overdue installment of interest) on said Security, when and as
the same shall become due and payable, whether at maturity, by
acceleration or redemption or otherwise, according to the terms
thereof and of the Indenture referred to therein.
The Guarantor agrees to determine, at least one business day
prior to the date upon which a payment of principal of, or
premium, if any, or interest on said Security is due and payable,
whether the Company has available the funds to make such payment
as the same shall become due and payable. In case of the failure
of the Company punctually to pay any such principal, premium, if
any, or interest, the Guarantor hereby agrees to cause any such
payment to be made punctually when and as the same shall become
due and payable, whether at maturity or otherwise, and as if such
payment were made by the Company.
The Guarantor hereby agrees that its obligations hereunder
shall be as principal and not merely as surety, and shall be
unconditional, irrevocable, and absolute, irrespective of the
validity, regularity, or enforceability of said Security or the
Indenture, the absence of any action to enforce the same, any
waiver, modification, consent or indulgence by the Holder of said
Security or the Trustee with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company or any
action to enforce the same, or any other circumstances which
might otherwise constitute a legal or equitable discharge or
defense of a guarantor. The Guarantor hereby waives diligence,
presentment, notice of non-payment, demand of payment, any right
to require a proceeding first against the Company, filing of
claims with a court in the event of merger, insolvency or
bankruptcy of the Company, protest or notice with respect to the
Security upon which this Guarantee is endorsed or indebtedness
evidenced thereby and all notices and demands to the Company or
the Guarantor whatsoever and covenants that this Guarantee will
not be discharged except by complete performance of the
obligations contained in said Security and this Guarantee. In the
event of a default in the payment of principal of, premium, if
any, or interest on said Security, the Holder of said Security
may institute legal proceedings directly against the Guarantor to
enforce this Guarantee without first proceeding against the
Company.
The Guarantor shall be subrogated to all rights of the
Holder of said Security against the Company in respect of any
amounts paid by the Guarantor pursuant to the provisions of this
Guarantee; provided, however, that the Guarantor shall not,
without the consent of the Holders of all of the Securities then
Outstanding, be entitled to enforce or to receive any payments
arising out of, or based upon, such right of subrogation until
the principal of, premium, if any, and
<PAGE>
interest on all Securities shall have been paid in full or payment
thereof shall have been provided for in accordance with the Indenture.
Notwithstanding anything to the contrary contained herein,
if following any payment of principal, premium, if any, or
interest by the Company on said Security to the Holder of the
Security it is determined by a final decision of a court of
competent jurisdiction that such payment shall be avoided by a
trustee in bankruptcy (including any debtor-in-possession) as a
preference under 11 U.S.C. Section 547 (or any successor statute)
and such payment is paid by such Holder to such trustee in
bankruptcy, then and to the extent of such repayment the
obligations of the Guarantor hereunder shall remain in full force
and effect.
This Guarantee ranks equally with all other unsecured and
unsubordinated obligations of the Guarantor. This Guarantee will
remain in full force and effect until the principal of, premium,
if any, and interest on the Security have been fully paid. As
provided in the Indenture, the Guarantor may under certain
circumstances assume all rights and obligations of the Company
under the Indenture with respect to the Security.
This Guarantee shall not be valid or become obligatory for
any purpose with respect to the Security upon which it is
endorsed until the certificate of authentication on said Security
shall have been signed by the Trustee .
This Guarantee shall be governed by the laws of the State of
New York.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee
to be duly executed under its corporate seal.
SPRINT CORPORATION
By
M. Jeannine Strandjord
Senior Vice President-
Treasurer
Attest:
Michael T. Hyde
Assistant Secretary
