Registration No. 333-46487
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 Identification No.)
organization)
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
________________________
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 is being filed with
respect to an aggregate of 356,638 shares of Sprint Corporation
FON Common Stock - Series 1, par value $2.00 per share ("FON
Stock"), and 178,319 shares of Sprint Corporation PCS Common
Stock - Series 1, par value $1.00 per share ("PCS Stock"),
issuable under Sprint's 1990 Restricted Stock Plan.
This Registration Statement as originally filed related to
the offering of 358,178 shares of Sprint Common Stock ("Sprint
Common Stock") issuable under the 1990 Restricted Stock Plan.
1,540 of such shares have been issued, leaving 356,638 shares.
On November 23, 1998, following approval by Sprint's
shareholders, Sprint's Articles of Incorporation were restated to
reclassify each share of Sprint Common Stock into one share of
FON Stock and one-half of a share of PCS Stock. Accordingly, the
purpose of this Post-Effective Amendment No. 1 is to reflect the
reclassification of the 356,638 shares of Sprint Common Stock
into the 356,638 shares of FON Stock and the 178,319 shares of
PCS Stock now covered by the Registration Statement.
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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, 1997.
-- Sprint's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998.
-- Sprint's Current Reports on Form 8-K dated May 26, 1998,
June 29, 1998, October 28, 1998, November 2, 1998 and November
12, 1998.
-- Sprint's Proxy Statement/Prospectus that forms a part of
Registration Statement No. 333-65173.
-- Description of FON Common Stock contained in Sprint's
Registration Statement on Form 8-A relating to Sprint's FON
Common Stock, filed November 2, 1998.
-- Description of FON Group Rights contained in Amendment No. 2
to Sprint's Registration Statement on Form 8-A relating to
Sprint's FON Group Rights, filed November 25, 1998.
-- Description of PCS Common Stock contained in Sprint's
Registration Statement on Form 8-A relating to Sprint's PCS
Common Stock, filed November 2, 1998.
-- Description of PCS Group Rights contained in Amendment No. 1
to Sprint's Registration Statement on Form 8-A relating to
Sprint's PCS Group Rights, filed November 25, 1998.
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
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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
Amendment to the Registration Statement and prior to the termination
of the offering of the securities covered by this Registration
Statement.
Item 4. Description of Securities
See Incorporation of Documents by Reference.
Item 5. Interests of Named Experts and Counsel
The validity of the authorized and unissued shares of FON
Common Stock and PCS 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 8. Exhibits.
Exhibit
Number Exhibits
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).
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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).
5. Opinion and consent of Don A. Jensen, Esq.
23-A. Consent of Ernst & Young LLP.
23-B. Consent of Deloitte & Touche LLP.
23-C. Consent of Don A. Jensen, Esq. is contained in his
opinion filed as Exhibit 5.
24. Power of Attorney.*
*Previously filed.
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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 Amendment to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Westwood, State of
Kansas, on the 3rd day of December, 1998.
SPRINT CORPORATION
By /s/ Don A. Jensen
(Don A. Jensen, Vice President)
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed by
the following persons in the capacities and on the date
indicated.
Name Title Date
Chairman of the Board and )
W. T. ESREY* Chief Executive Officer )
(Principal Executive )
Officer) )
)
)
Executive Vice President )
- Chief Financial Officer )
/s/ A. B. Krause (Principal Financial ) December 3, 1998
(A. B. Krause) Officer) )
)
)
Senior Vice President and )
J. P. MEYER* Controller )
(Principal Accounting )
Officer) )
)
DUBOSE AUSLEY* Director )
)
)
WARREN L. BATTS* Director )
)
)
MICHEL BON* Director )
)
)
I. O. HOCKADAY, JR.* Director )
)
)
Director )
(H. S. Hook) )
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RONALD T. LEMAY* Director )
)
)
LINDA K. LORIMER* Director )
)
) December 3, 1998
C. E. RICE* Director )
)
)
RON SOMMER* Director )
)
)
STEWART TURLEY* Director )
)
/s/ A. B. Krause
* (Signed by A.B. Krause, Attorney-in-Fact,
pursuant to Power of Attorney filed with
this Registration Statement No. 333-46487)
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EXHIBIT INDEX
Exhibit
Number Exhibits
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).
5. Opinion and consent of Don A. Jensen, Esq.
23-A. Consent of Ernst & Young LLP.
23-B. Consent of Deloitte & Touche LLP.
23-C. Consent of Don A. Jensen, Esq. is contained in his
opinion filed as Exhibit 5.
24. Power of Attorney.*
*Previously filed.
Exhibit 5
December 3, 1998
Sprint Corporation
P.O. Box 11315
Kansas City, Missouri 64112
Re: 356,638 shares of FON Common Stock (par value $2.00 per
share) and 178,319 shares of PCS Common Stock (par
value $1.00 per share), issuable in connection with the
1990 Restricted Stock Plan
Gentlemen:
I have acted as your counsel in connection with the proposed
offering and issuance by you of an aggregate of 356,638 shares of
your FON Common Stock and 178,319 shares of your PCS Common Stock
(the "Shares") referred to in Amendment No. 1 to the Registration
Statement on Form S-8 (the "Amendment"), 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 Amendment and I am familiar with the proceedings
taken by your stockholders and your Board of Directors and
officers in connection with the authorization of the Shares, the
recapitalization of your Common Stock into FON Common Stock and
PCS Common Stock, 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 Shares have been duly and validly authorized, and when
(i) the Amendment has become effective under the Act and (ii) the
Shares are issued in the manner and upon the terms set forth in
the 1990 Restricted Stock Plan, such Shares will be legally
issued, fully paid and nonassessable.
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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
EXHIBIT 23-A
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the 1990
Restricted Stock Plan of Sprint Corporation of our reports for
Sprint Corporation and the FON Group dated February 3, 1998
(except Note 1, as to which the date is May 26, 1998) and our
report for the PCS Group dated May 26, 1998 included in Sprint's
Proxy Statement/Prospectus that forms a part of Registration
Statement No. 333-65173 and in Sprint's Current Report (Form 8-K)
dated November 2, 1998 filed with the Securities and Exchange
Commission, and our report dated February 3, 1998, 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, 1997, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Kansas City, Missouri
December 3, 1998
Exhibit 23-B
INDEPENDENT AUDITORS' CONSENTS
We consent to the use in Post-Effective Amendment No. 1 to
Registration Statement No. 333-46487 of Sprint Corporation on
Form S-8 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), appearing
in Registration Statement No. 333-65173 and Form 8-K dated
November 2, 1998 which are incorporated by reference in this
Registration Statement, and of our report dated May 26, 1998
(August 6, 1998 as to Note 4) relating to the combined financial
statement schedule appearing elsewhere in Registration Statement
No. 333-65173 which is incorporated by reference in this
Registration Statement.
We consent to the use in Post-Effective Amendment No. 1 to
Registration Statement No. 333-46487 of Sprint Corporation on
Form S-8 of our report dated February 3, 1998, on Sprint Spectrum
Holding Company, L.P. and subsidiaries (which expresses an
unqualified opinion and includes an explanatory paragraph
referring to the emergence from the development stage) appearing
in the Annual Report on Form 10-K of Sprint Corporation for the
year ended December 31, 1997, Form 8-K dated November 2, 1998 and
Registration Statement No. 333-65173 which are incorporated by
reference in this Registration Statement.
We consent to the use in Post-Effective Amendment No. 1 to
Registration Statement No. 333-46487 of Sprint Corporation on
Form S-8 of our reports dated February 3, 1998, on Sprint
Spectrum L.P. and Sprint Spectrum Finance Corporation (which
expresses an unqualified opinion and includes an explanatory
paragraph referring to the emergence from the development stage)
appearing in Registration Statement No. 333-65173 which is
incorporated by reference in this Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Kansas City, Missouri
December 3, 1998
