SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
SPRINT CORPORATION
(Exact name of registrant as specified in its charter)
Kansas 48-0457967
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
P.O. Box 11315
Kansas City, MO 64112
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
PCS Group Rights New York Stock Exchange
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), 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), check the
following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the PCS Group Rights of Sprint
Corporation (the "Registrant") registered herein is contained
under the caption "Anti-Takeover Considerations -- Sprint Rights
Plan" of the Registrant's Prospectus/Proxy Statement that forms a
part of the Registrant's Registration Statement on Form S-4 (the
"Registration Statement") that was filed with the Securities and
Exchange Commission on October 1, 1998 (File No. 333-65173).
Such description is 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 Amended and Restated Rights Agreement between the
Registrant and UMB Bank, n.a., as Rights Agent,
which includes as Exhibit A-1, the Certificate of
Designation, Preferences and Rights of Preferred
Stock -- Sixth Series; as Exhibit A-2, the
Certificate of Designation, Preferences and Rights
of Preferred Stock -- Eighth Series; as Exhibit B-1,
the Form of FON Group Rights Certificate; as Exhibit
B-2, the Form of PCS Group Rights Certificate; as
Exhibit B-3, the Form of Old Class A Rights
Certificate; and as Exhibit B-4, the Form of Series
DT Rights Certificate.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Exchange
Act, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
SPRINT CORPORATION
Date: November 25, 1998 By: /s/ Don A. Jensen
Don A. Jensen
Vice President
_________________________________________________________________
SPRINT CORPORATION
and
UMB BANK, N.A.
Rights Agent
__________________________
Amended and Restated
Rights Agreement
Dated as of November 23, 1998
_________________________________________________________________
<PAGE>
TABLE OF CONTENTS
SECTION PAGE
1. Certain Definitions . . . . . . . . . . . . . . . . . . . .3
2. Appointment of Rights Agent . . . . . . . . . . . . . . . 16
3. Issue of Rights Certificates. . . . . . . . . . . . . . . 16
4. Form of Rights Certificates . . . . . . . . . . . . . . . 19
5. Countersignature and Registration . . . . . . . . . . . . 20
6. Transfer, Split Up, Combination and Exchange of Rights
Certificates;
Mutilated, Destroyed, Lost or Stolen Rights Certificates. 21
7. Exercise of Rights; Purchase Price; Expiration Date of Rights22
8. Cancellation and Destruction of Rights Certificates . . . 25
9. Reservation and Availability of Capital Stock . . . . . . 25
10. Preferred Stock Record Date . . . . . . . . . . . . . . . 27
11. Adjustment of Purchase Price, Number and Kind of Shares or
Number of Rights. . . . . . . . . . . . . . . . . . . . . 27
12. Certificate of Adjusted Purchase Price or Number of Shares41
13. Consolidation, Merger or Sale or Transfer of Assets or Earning
Power . . . . . . . . . . . . . . . . . . . . . . . . . . 41
14. Fractional Rights and Fractional Shares . . . . . . . . . 48
15. Rights of Action. . . . . . . . . . . . . . . . . . . . . 50
16. Agreement of Rights Holders . . . . . . . . . . . . . . . 50
17. Rights Certificate Holder Not Deemed a Stockholder. . . . 51
18. Concerning the Rights Agent . . . . . . . . . . . . . . . 51
19. Merger or Consolidation or Change of Name of Rights Agent 52
<PAGE>
SECTION PAGE
20. Duties of Rights Agent. . . . . . . . . . . . . . . . . . 52
21. Change of Rights Agent. . . . . . . . . . . . . . . . . . 54
22. Issuance of New Rights Certificates . . . . . . . . . . . 55
23. Redemption and Termination. . . . . . . . . . . . . . . . 55
24. Exchange. . . . . . . . . . . . . . . . . . . . . . . . . 56
25. Notice of Certain Events. . . . . . . . . . . . . . . . . 58
26. Notices . . . . . . . . . . . . . . . . . . . . . . . . . 58
27. Supplements and Amendments. . . . . . . . . . . . . . . . 59
28. Successors. . . . . . . . . . . . . . . . . . . . . . . . 60
29. Determinations and Actions by the Board of Directors, etc.60
30. Benefits of this Agreement. . . . . . . . . . . . . . . . 60
31. Severability. . . . . . . . . . . . . . . . . . . . . . . 60
32. Governing Law . . . . . . . . . . . . . . . . . . . . . . 61
33. Counterparts. . . . . . . . . . . . . . . . . . . . . . . 61
34. Descriptive Headings. . . . . . . . . . . . . . . . . . . 61
EXHIBIT A-1 Terms of Preferred Stock - Sixth Series
EXHIBIT A-2 Terms of Preferred Stock - Eighth Series
EXHIBIT B-1 Form of FON Group Rights Certificate
EXHIBIT B-2 Form of PCS Group Rights Certificate
EXHIBIT B-3 Form of Old Class A Right Certificate
EXHIBIT B-4 Form of Series DT Right Certificate
<PAGE>
AMENDED AND RESTATED
RIGHTS AGREEMENT
THIS AMENDED AND RESTATED RIGHTS AGREEMENT, is dated as
of November 23, 1998 (the "Agreement"), between Sprint Corporation,
a Kansas corporation (the "Company" or "Sprint"), and UMB Bank,
n.a., a national banking association (the "Rights Agent"), and
shall become effective upon the filing of the Initial Charter
Amendment (as defined herein).
W I T N E S S E T H
WHEREAS, on June 9, 1997 the Board of Directors of the
Company adopted a shareholder rights plan governed by the terms of
a rights agreement between the Company and the Rights Agent, dated
as of that same date (the "Original Agreement") and distributed one
right (an "Existing Right") for each share of Common Stock, par
value $2.50 per share, outstanding at the close of business on June
24, 1997 (the "1997 Record Date"), and authorized the issuance of
one Existing Right for each share of Sprint Common Stock issued
between the 1997 Record Date and the filing of the Initial Charter
Amendment.
WHEREAS, pursuant to the Restructuring and Merger
Agreement (as defined herein) and the Initial Charter Amendment (as
defined herein), the Company will create the PCS Group (as defined
herein) and the Sprint FON Group (as defined herein);
WHEREAS, the Initial Charter Amendment and the plan of
reclassification effected thereby will (i) reclassify the shares of
the Company's existing Class A Common Stock, par value $2.50 per
share, together with Existing Rights associated therewith, held by
DT or any Qualified Subsidiary of DT into shares of Class A Common
Stock - Series DT, par value $2.50 per share, and the Series DT
Rights (as defined herein) associated therewith will reflect the
amendment of the Existing Rights effected by this Amended and
Restated Rights Agreement, and (ii) leave outstanding the shares of
the existing Class A Common Stock, par value $2.50 per share, held
by FT or any Qualified Subsidiary of FT, and the Old Class A Right
(as defined herein) associated therewith will reflect the amendment
and redesignation of each Existing Right effected by this Amended
and Restated Rights Agreement;
WHEREAS, each Existing Right is amended by this Amended
and Restated Rights Agreement to be, and is redesignated as, a FON
Group Right (as defined herein);
WHEREAS, after the filing of the Initial Charter
Amendment pursuant to K.S.A. Section 17-6003(d) but prior to the
filing of the Subsequent Charter Amendment pursuant to said
section, (i) the Sprint Common Stock (as defined herein), the
Series 2 Common Stock (as defined herein), the Old Class A Common
Stock (as defined herein), and the Class A Common Stock - Series DT
(as defined herein) will track the performance of the Sprint FON
Group and, (ii) to the extent of the Number Of Shares Issuable With
Respect To The Intergroup Interest (as defined herein) inherent in
such classes <PAGE>or series of stock, together with the Series 1 PCS
Stock (as defined herein), the Series 2 PCS Stock (as defined
herein) and the Series 3 PCS Stock (as defined herein), will track
the performance of the PCS Group;
WHEREAS, the Company plans to issue Series 2 PCS Stock
(as defined herein) pursuant to the mergers contemplated by the
Restructuring and Merger Agreement and to make an initial primary
underwritten public offering of Series 1 PCS Stock (as defined
herein) concurrently with the consummation of such mergers and all
shares of PCS Group Common Stock (as defined herein) shall have PCS
Group Rights (as defined herein) associated therewith;
WHEREAS, the Company plans to effect a Recapitalization
(as defined herein), within 120 days of the consummation of the
mergers contemplated by the Restructuring and Merger Agreement,
which, following approval of the Subsequent Charter Amendment by
the stockholders of the Company in accordance with applicable law
and the then existing Articles of Incorporation and Bylaws of the
Company, will upon filing of the Subsequent Charter Amendment
pursuant to K.S.A. Section 17-6003(d) reclassify (i) each share of
Common Stock of the Company, par value $2.50 per share, together
with a FON Group Right associated therewith, into (A) one share of
Series 1 FON Stock (as defined herein), together with a FON Group
Right associated therewith, and (B) one-half of a share of Series 1
PCS Stock, together with one-half of a PCS Group Right associated
therewith, and (ii) each share of Series 2 Common Stock, together
with a FON Group Right associated therewith, into one share of
Series 2 FON Stock (as defined herein), together with a FON Group
Right associated therewith, and each share of (A) Old Class A
Common Stock, shall remain outstanding, together with an Old
Class A Right (as defined herein) associated therewith, (B) Class A
Common Stock - Series DT shall remain outstanding, together with a
Series DT Right associated therewith, (C) Series 1 PCS Stock shall
remain outstanding, together with a PCS Group Right associated
therewith, (D) Series 2 PCS Stock shall remain outstanding,
together with a PCS Group Right associated therewith, and
(E) Series 3 PCS Stock shall remain outstanding, together with a
PCS Group Right associated therewith;
WHEREAS, after the filing of the Subsequent Charter
Amendment pursuant to K.S.A. Section 17-6003(d), (i) the Series 1
FON Stock, the Series 2 FON Stock, the Old Class A Common Stock
(but only to the extent of the Number Of Shares Issuable With
Respect To The Old Class A Equity Interest In The FON Group), and
the Class A Common Stock - Series DT (but only to the extent of the
Number Of Shares Issuable With Respect To The Class A - Series DT
Equity Interest In The FON Group) shall track the performance of
the Sprint FON Group; and (ii) to the extent of the Number Of
Shares Issuable With Respect To The FON Group Intergroup Interest
inherent in such classes and series of stock, together with the
Series 1 PCS Stock, the Series 2 PCS Stock, the Series 3 PCS Stock,
the Old Class A Common Stock (but only to the extent of the Number
Of Shares Issuable With Respect To The Old Class A Equity Interest
In The PCS Group), and the Class A Common Stock - Series DT (but
only to the extent of the Number Of Shares Issuable With Respect To
The Class A - Series DT Equity Interest In The PCS Group), shall
track the performance of the PCS Group;
<PAGE>
WHEREAS, (i) each FON Group Right will initially
represent the right to purchase one one-thousandth of a share of
Preferred Stock - Sixth Series of the Company (subject to
adjustment as hereinafter provided), (ii) each PCS Group Right will
initially represent the right to purchase one one-thousandth of a
share of Preferred Stock - Eighth Series of the Company (subject to
adjustment as hereinafter provided), (iii) each Old Class A Right
will initially represent (A) if exercised prior to the filing of
the Subsequent Charter Amendment pursuant to K.S.A. Section 17-6003(d),
the right to purchase one one-thousandth of a share of
Preferred Stock - Sixth Series of the Company (subject to
adjustment as hereinafter provided), and (B) if exercised after the
filing of the Subsequent Charter Amendment pursuant to K.S.A.
Section 17-6003(d), (x) the right to purchase one one-thousandth of
a share of Preferred Stock - Sixth Series of the Company (subject
to adjustment as hereinafter provided) for each share represented
by the quotient of the Number Of Shares Issuable With Respect To
The Old Class A Equity Interest In The FON Group divided by the
aggregate number of shares of Old Class A Common Stock issued and
outstanding at such time, and (y) the right to purchase one one-thousandth
of a share of Preferred Stock - Eighth Series of the
Company (subject to adjustment as hereinafter provided) for each
share represented by the quotient of the Number Of Shares Issuable
With Respect To The Old Class A Equity Interest In The PCS Group
divided by the aggregate number of shares of Old Class A Common
Stock issued and outstanding at such time, (iv) each Series DT
Right will initially represent (A) if exercised prior to the filing
of the Subsequent Charter Amendment pursuant to K.S.A. Section 17-6003(d),
the right to purchase one one-thousandth of a share of
Preferred Stock - Sixth Series of the Company (subject to
adjustment as hereinafter provided), and (B) if exercised after the
filing of the Subsequent Charter Amendment pursuant to K.S.A.
Section 17-6003(d), (x) the right to purchase one one-thousandth of
a share of Preferred Stock - Sixth Series of the Company (subject
to adjustment as hereinafter provided) for each share represented
by the quotient of the Number Of Shares Issuable With Respect To
The Class A - Series DT Equity Interest In The FON Group divided by
the aggregate number of shares of Class A Common Stock - Series DT
issued and outstanding at such time, and (y) the right to purchase
one one-thousandth of a share of Preferred Stock - Eighth Series of
the Company (subject to adjustment as hereinafter provided) for
each share represented by the quotient of the Number Of Shares
Issuable With Respect To The Class A - Series DT Equity Interest In
The PCS Group divided by the aggregate number of shares of Class A
Common Stock - Series DT issued and outstanding at such time, in
each case upon the terms and subject to the conditions hereinafter
set forth.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby (i) agree
that each Existing Right is hereby amended to be, and is hereby
redesignated as, a FON Group Right, and (ii) otherwise agree as
follows:
Section 1. CERTAIN DEFINITIONS. For purposes of this
Agreement, the following terms have the meanings indicated:
(a) "Acquiring Person" shall mean any Person who or
which, together with all Affiliates and Associates of such Person,
shall be the Beneficial Owner of the Voting Securities of the
Company then outstanding representing 15% or more of the Voting
Power of the Company other than as a result of a Qualifying Offer,
but shall not include (i) the Company, (ii) any Subsidiary of the
<PAGE>Company, (iii) any employee benefit plan of the Company or of any
Subsidiary of the Company, or (iv) any Person or entity organized,
appointed or established by the Company for or pursuant to the
terms of any such plan. Notwithstanding the preceding sentence:
(w) in order to effectuate Section 6.23 of the
Restructuring and Merger Agreement:
(1) a holder of Series 2 PCS Stock (or Series
2 FON Stock) shall not be deemed to Beneficially Own the
shares of Series 1 PCS Stock (or Series 1 FON Stock)
issuable upon conversion thereof prior to the time of
such conversion (including for purposes of calculating
the Voting Power of the shares held by such holder); and
(2) the Beneficial Ownership by a Cable Parent
or its Affiliates of the shares of Common Stock of the
Company acquired by such Cable Parent or its Affiliates
pursuant to the Restructuring and Merger Agreement
(including Article 4, Section 6.8 and Section 7.10 of the
Restructuring and Merger Agreement and including any
other shares of Common Stock of the Company acquired upon
conversion on reclassification thereof, or upon payment
of any dividend or other distribution thereon), or
acquired upon the conversion of any such shares, shall
not in and of itself constitute Beneficial Ownership of
shares sufficient so as to result in such Cable Parent or
its Affiliates being an Acquiring Person; and
(3) in the event any transferee of shares of
Common Stock of the Company from a Cable Parent or any of
its Affiliates (whose Beneficial Ownership of Common
Stock of the Company (and the Voting Power thereof) did
not exceed 15% or more of the Voting Power of the Company
as of the time of the acquisition of such shares
(including following any conversion of shares of Series
2 PCS Stock or Series 2 FON Stock into Series 1 PCS Stock
or Series 1 FON Stock in connection therewith) so as to
make such transferee an "Acquiring Person") subsequently
exceeds 15% or more of the Voting Power of the Company as
a result of the operation of the provisions of Section
3.2 of Article Sixth of the Initial Charter Amendment, or
the Subsequent Charter Amendment, or any successor
provision of said Section 3.2, the Company shall either
(A) approve the Beneficial Ownership of the Common Stock
then held by such transferee or (B) provide such
transferee with a period of 30 days in which to divest a
sufficient number of shares (or to make other appropriate
arrangements reasonably acceptable to the Company) to
decrease such transferee's Voting Power represented by
Beneficial Ownership of Voting Securities to less than
15% of the Voting Power of the Company prior to such
transferee's becoming an "Acquiring Person."
(x) none of (A) FT, DT or any Affiliate or
Associate thereof or (B) any Strategic Investor or Passive
Financial Institution (each as defined in the Standstill <PAGE>
Agreement) which is deemed to be part of a "group" (within the
meaning of the Exchange Act) with FT, DT or any of their
Affiliates or Associates with respect to the Company solely by
virtue of its investment in a Qualified Subsidiary
(collectively, "FT/DT Parties") shall be deemed to be an
Acquiring Person unless the FT/DT Parties individually or in
the aggregate become the Beneficial Owner of more than the sum
of (i) the Permitted Standstill Limit, and (ii) 0.5% of the
Voting Power of the Company represented by all Voting
Securities of the Company then outstanding (the maximum number
of Voting Securities permitted pursuant to this clause (x) to
be Beneficially Owned by the FT/DT Parties individually or in
the aggregate without any such Persons being Acquiring Persons
is referred to herein as "FT/DT Permitted Level");
(y) no Person (other than any of the FT/DT Parties,
individually or collectively) shall become an Acquiring Person
solely as a result of a reduction in the number of shares of
Voting Securities outstanding due to the repurchase of such
securities by the Company, unless and until such Person shall
purchase or otherwise become the Beneficial Owner of
additional Voting Securities constituting 0.5% or more of the
Voting Power represented by such securities then outstanding
other than pursuant to a Qualifying Offer; and
(z) no Person (other than any of the FT/DT Parties,
individually or collectively) shall become an Acquiring Person
solely as a result of an increase, pursuant to the provisions
of Section 3.2 of Article Sixth of the Initial Charter
Amendment, or the Subsequent Charter Amendment, or any
successor provision of said Section 3.2, of the Beneficial
Ownership of Voting Securities of the Company then outstanding
representing Voting Power of the shares of Common Stock held
by such Person to 15% or more of the Voting Power of the
Company, if within ten Business Days after the date upon which
the Company shall first become aware of the occurrence of such
an event, the Board of Directors in its sole discretion (1)
approves the Beneficial Ownership of such Voting Securities
then held by such Person, together with all Affiliates and
Associates of such Person, or (2) provides such Person a
thirty day period to divest a sufficient number of Voting
Securities so as to decrease the Beneficial Ownership of
Voting Securities of the Company by such Person, together with
all Affiliates and Associates of such Person, to less than 15%
of the Voting Power of the Company and such Person, together
with all Affiliates and Associates of such Person, has so
divested at the end of any such thirty day period.
The phrase "then outstanding," when used with reference to a
Person's beneficial ownership of securities of the Company, shall
mean the number of such securities then issued and outstanding
together with the number of such securities not then actually
issued and outstanding which such Person would be deemed to
beneficially own hereunder. The term "Permitted Standstill Limit"
shall mean the maximum number of Voting Securities permitted to be
Beneficially Owned by FT, DT and their Affiliates and Associates,
individually or in the aggregate, under Sections 2.1(a)(i) and 2.3
of the Standstill Agreement (but not (x) Section 2.1(a)(ii) or 2.2,
or (y) Section 2.3 thereof, to the extent based upon an applicable
Percentage Limitation as determined by Section 2.1(a)(ii) or 2.2
thereof, or (z) clause (ii) of Section 2.3(a)); provided that if
the Standstill Agreement is terminated or the <PAGE>provisions of Section
2.1(a)(i) have expired, the term "Permitted Standstill Limit" shall
mean the maximum number of Voting Securities that would have been
permitted to be Beneficially Owned by FT, DT and their Affiliates
and Associates under Sections 2.1(a)(i) and 2.3 of the Standstill
Agreement (but not (x) Sections 2.1(a)(ii) or 2.2, or (y) Section
2.3 thereof, to the extent based upon an applicable Percentage
Limitation as determined by Section 2.1(a)(ii) or 2.2 thereof, or
(z) clause (ii) of Section 2.3(a)) had the Standstill Agreement not
been so terminated or Section 2.1(a)(i) not so expired.
(b) "Act" shall mean the Securities Act of 1933, as
amended.
(c) "Adjustment Shares" shall mean FON Adjustment Shares
and/or PCS Adjustment Shares, and/or Old Class A Adjustment Shares
and/or Series DT Adjustment Shares, as the context requires.
(d) "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act as such Rule
is in effect on the date of this Agreement; provided, however, that
when used to indicate a relationship with the FT/DT Parties, the
terms "Affiliate" and "Associate" shall have the respective
meanings set forth in the Standstill Agreement.
(e) A Person shall be deemed the "Beneficial Owner" of,
and shall be deemed to "beneficially own," any securities:
(i) which such Person or any of such Person's
Affiliates or Associates, directly or indirectly, has the
right to acquire (whether such right is exercisable
immediately, or only after the passage of time) pursuant to
any agreement, arrangement or understanding (whether or not in
writing) or upon the exercise of conversion rights, exchange
rights, rights, warrants or options, or otherwise; provided,
however, that a Person shall not be deemed the "Beneficial
Owner" of, or to "beneficially own," (A) securities tendered
pursuant to a tender or exchange offer made by such Person or
any of such Person's Affiliates or Associates until such
tendered securities are accepted for purchase or exchange, or
(B) securities issuable upon exercise of Rights at any time
prior to the occurrence of a Triggering Event, or (C)
securities issuable upon exercise of Rights from and after the
occurrence of a Triggering Event which Rights were acquired by
such Person or any of such Person's Affiliates or Associates
prior to the Distribution Date or pursuant to Section 3(a) or
Section 22 hereof (the "Original Rights") or pursuant to
Section 11(i) hereof in connection with an adjustment made
with respect to any Original Rights;
(ii) which such Person or any of such Person's
Affiliates or Associates, directly or indirectly, has the
right to vote or dispose of or has "beneficial ownership" of
(as determined pursuant to Rule 13d-3 of the General Rules and
Regulations under the Exchange Act as such Rule is in effect
on the date of this Agreement), including pursuant to any
agreement, arrangement or understanding, whether or not in
writing; provided, however, that a <PAGE>Person shall not be deemed
the "Beneficial Owner" of, or to "beneficially own," any
security under this subparagraph (ii) as a result of an
agreement, arrangement or understanding to vote such security
if such agreement, arrangement or understanding: (A) arises
solely from a revocable proxy given in response to a public
proxy or consent solicitation made pursuant to, and in
accordance with, the applicable provisions of the General
Rules and Regulations under the Exchange Act, and (B) is not
also then reportable by such Person on Schedule 13D under the
Exchange Act (or any comparable or successor report); or
(iii) which are beneficially owned, directly or
indirectly, by any other Person (or any Affiliate or Associate
thereof) with which such Person (or any of such Person's
Affiliates or Associates) has any agreement, arrangement or
understanding (whether or not in writing), for the purpose of
acquiring, holding, voting (except pursuant to a revocable
proxy as described in the proviso to subparagraph (ii) of this
paragraph (e)) or disposing of any Voting Securities of the
Company; provided, however, that nothing in this paragraph (e)
shall cause a person engaged in business as an underwriter of
securities to be the "Beneficial Owner" of, or to
"beneficially own," any securities acquired through such
person's participation in good faith in a firm commitment
underwriting under the Act until the expiration of forty days
after the date of such acquisition. Notwithstanding anything
in this definition of Beneficial Owner to the contrary, a
Person who, prior to the Distribution Date, is a member of the
Board of Directors or an officer of the Company or who is an
Affiliate or Associate of a member of the Board of Directors
or officer of the Company (each, an "Excluded Person") shall
not be deemed to "beneficially own" shares of Common Stock
held by another Excluded Person solely by reason of any
agreement, arrangement or understanding, written or otherwise,
entered into in opposition to any transaction or in support of
a Qualifying Offer. Notwithstanding anything in this
definition of Beneficial Owner to the contrary, (i) Common
Stock or Preferred Stock held by one of FT or DT or its
Affiliates shall not also be deemed to be Beneficially Owned
by the other of FT or DT or its Affiliates, (ii) shares of
Common Stock held by the Cable Parents shall be deemed to be
Beneficially Owned by FT or DT as a result of rights under the
Top-Up Agreement only to the extent that FT, DT or their
Affiliates or Associates have (A) acquired shares of Common
Stock pursuant to the Top-Up Agreement, or (B) become
irrevocably committed to acquire, and the Cable Parents have
become irrevocably committed to sell, shares of Common Stock
pursuant to the Top-Up Agreement (with such Beneficial
Ownership to be determined on a full-voting basis), subject
only to customary closing conditions, if any, and (iii) FT, DT
and their Affiliates and Associates shall not be deemed to
Beneficially Own any incremental Voting Power resulting solely
from an increase in Voting Power provided for by the
application of Section 7.5(d) of Article Sixth of the Initial
Charter Amendment, or the Subsequent Charter Amendment, or any
successor provision of said Section 7.5(d).
(f) "Board of Directors" shall mean the Board of
Directors of the Company as constituted from time to time.
<PAGE>
(g) "Business Day" shall mean any day other than a
Saturday, Sunday or a day on which banking institutions in the
State of New York or the State of Kansas are authorized or
obligated by law or executive order to close.
(h) "Cable Parent" shall mean any one of the Cable
Parents.
(i) "Cable Parents" shall mean Tele-Communications,
Inc., a Delaware corporation, Comcast Corporation, a Pennsylvania
corporation, and Cox Communications, Inc., a Delaware corporation,
collectively.
(j) "Class A Common Stock" shall have the meaning set
forth in the Initial Charter Amendment prior to the filing of the
Subsequent Charter Amendment, and in the Subsequent Charter
Amendment after the filing of the Subsequent Charter Amendment, in
each case pursuant to K.S.A. Section 17-6003(d).
(k) "Class A Common Stock - Series DT" shall have the
meaning set forth in the Initial Charter Amendment prior to the
filing of the Subsequent Charter Amendment, and in the Subsequent
Charter Amendment after the filing of the Subsequent Charter
Amendment, in each case pursuant to K.S.A. Section 17-6003(d).
(l) "Close of business" on any given date shall mean
5:00 P.M., New York City time, on such date; provided, however,
that if such date is not a Business Day it shall mean 5:00 P.M.,
New York City time, on the next succeeding Business Day.
(m) "Common Stock" (i) when used with reference to the
Company shall mean (A) if prior to the filing of the Subsequent
Charter Amendment pursuant to K.S.A. Section 17-6003(d): Sprint
Common Stock, and/or Series 2 Common Stock, and/or Old Class A
Common Stock, and/or Class A Common Stock - Series DT, and/or
Series 1 PCS Stock, and/or Series 2 PCS Stock, and/or Series 3 PCS
Stock, in each case as the context requires, and (B) if after the
filing of the Subsequent Charter Amendment: Series 1 FON Stock,
and/or Series 2 FON Stock, and/or Series 3 FON Stock, and/or Old
Class A Common Stock, and/or Class A Common Stock - Series DT,
and/or Series 1 PCS Stock, and/or Series 2 PCS Stock, and/or Series
3 PCS Stock, in each case as the context requires; and (ii) when
used with reference to any Person other than the Company shall mean
the capital stock of such Person with the greatest voting power, or
the equity securities or other equity interest having power to
control or direct the management, of such Person.
(n) "Common Stock Equivalents" shall have the meaning
set forth in Section 11(a)(iii) hereof.
(o) "Current Market Price" shall have the meaning set
forth in Section 11(d)(i) hereof.
(p) "Current Value" shall have the meaning set forth in
Section 11(a)(iii) hereof.
<PAGE>
(q) "Distribution Date" shall have the meaning set forth
in Section 3(a) hereof.
(r) "DT" shall mean Deutsche Telekom AG.
(s) "Effective Date" shall mean November 23, 1998.
(t) "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended and in effect on the date of this
Agreement.
(u) "Exchange Ratio" shall have the meaning set forth in
Section 24(a) hereof.
(v) "Expiration Date" shall have the meaning set forth
in Section 7(a) hereof.
(w) "Final Expiration Date" shall have the meaning set
forth in Section 7(a) hereof.
(x) "FON Adjustment Shares" shall have the meaning set
forth in Section 11(a)(ii) hereof.
(y) "FON Group Common Stock" shall mean (i) if prior to
the filing of the Subsequent Charter Amendment pursuant to K.S.A.
Section 17-6003(d), Sprint Common Stock, and/or Series 2 Common
Stock, in each case as the context requires, and (ii) if after the
filing of the Subsequent Charter Amendment pursuant to K.S.A.
Section 17-6003(d), Series 1 FON Stock, and/or Series 2 FON Stock,
and/or Series 3 FON Stock, in each case as the context requires.
(z) "FON Group Right" shall mean one right (as such
number may hereinafter be adjusted pursuant to the provisions of
Section 11(p) hereof) for (i) each share of FON Group Common Stock
outstanding at the time of filing the Initial Charter Amendment
pursuant to K.S.A. Section 17-6003(d), and (ii) each share of FON
Group Common Stock issued between the filing of the Initial Charter
Amendment (whether originally issued or delivered from the
Company's treasury) and the Distribution Date, and in certain
circumstances, after the Distribution Date, each such right
initially representing the right to purchase one one-thousandth of
a share of Preferred Stock - Sixth Series (subject to adjustment as
hereinafter provided), upon the terms and subject to the conditions
herein set forth.
(aa) "FON Group Rights Certificate" shall have the
meaning set forth in Section 3(a) hereof.
(bb) "FON Purchase Price" shall have the meaning set
forth in Section 4(a) hereof.
(cc) "FON Stock" shall mean the Series 1 FON Stock, the
Series 2 FON Stock and the Series 3 FON Stock.
<PAGE>
(dd) "FT" shall mean France Telecom SA.
(ee) "FT/DT Parties" shall have the meaning set forth in
clause (x) of the definition of "Acquiring Person" hereof.
(ff) "Initial Charter Amendment" shall have the meaning
set forth in the Restructuring and Merger Agreement.
(gg) "NASDAQ" shall have the meaning set forth in Section
11(d)(i) hereof.
(hh) "Number Of Shares Issuable With Respect To The
Class A - Series DT Equity Interest In The FON Group" shall have
the meaning set forth in the Subsequent Charter Amendment.
(ii) "Number Of Shares Issuable With Respect To The Class
A - Series DT Equity Interest In The PCS Group" shall have the
meaning set forth in the Subsequent Charter Amendment.
(jj) "Number Of Shares Issuable With Respect To The FON
Group Intergroup Interest" shall have the meaning set forth in the
Subsequent Charter Amendment.
(kk) "Number Of Shares Issuable With Respect To The
Intergroup Interest" shall have the meaning set forth in the
Initial Charter Amendment.
(ll) "Number Of Shares Issuable With Respect To The Old
Class A Equity Interest In The FON Group" shall have the meaning
set forth in the Subsequent Charter Amendment.
(mm) "Number Of Shares Issuable With Respect To The Old
Class A Equity Interest In The PCS Group" shall have the meaning
set forth in the Subsequent Charter Amendment.
(nn) "Old Class A Adjustment Shares" shall mean the total
of the "Old Class A FON Adjustment Shares" (as defined in Section
11(a)(ii) hereof) and "Old Class A PCS Adjustment Shares" (as
defined in Section 11(a)(ii) hereof).
(oo) "Old Class A Common Stock" shall have the meaning
set forth in the Initial Charter Amendment prior to the filing of
the Subsequent Charter Amendment, and in the Subsequent Charter
Amendment after the filing of the Subsequent Charter Amendment, in
each case pursuant to K.S.A. Section 17-6003(d).
(pp) "Old Class A Purchase Price" shall have the meaning
set forth in Section 4(a) hereof.
(qq) "Old Class A Right" shall mean one right (as such
number may hereinafter be adjusted pursuant to the provisions of
Section 11(p) hereof) for (i) each share of Class A Common Stock
held by FT or any Qualified Subsidiary of FT and outstanding at the
time of filing the Initial <PAGE>Charter Amendment pursuant to K.S.A.
Section 17-6003(d), and (ii) each share of Old Class A Common Stock
issued between the filing of the Initial Charter Amendment (whether
originally issued or delivered from the Company's treasury) and the
Distribution Date, and in certain circumstances, after the
Distribution Date, each such right initially representing (A) if
exercised prior to the filing of the Subsequent Charter Amendment
pursuant to K.S.A. Section 17-6003(d), the right to purchase one
one-thousandth of a share of Preferred Stock - Sixth Series of the
Company (subject to adjustment as hereinafter provided), and (B) if
exercised after the filing of the Subsequent Charter Amendment
pursuant to K.S.A. Section 17-6003(d), (x) the right to purchase
one one-thousandth of a share of Preferred Stock - Sixth Series,
for each share represented by the quotient of the Number Of Shares
Issuable With Respect To The Old Class A Equity Interest In The FON
Group divided by the aggregate number of shares of Old Class A
Common Stock issued and outstanding at such time, and (y) the right
to purchase one one-thousandth of a share of Preferred Stock -
Eighth Series, for each share represented by the quotient of the
Number Of Shares Issuable With Respect To The Old Class A Equity
Interest In The PCS Group divided by the aggregate number of shares
of Old Class A Common Stock issued and outstanding at such time.
(rr) "Old Class A Rights Certificate" shall have the
meaning set forth in Section 3(a) hereof.
(ss) "Old Class A Eighth Series Purchase Price" shall
have the meaning set forth in Section 4(a) and shall be equal to
the then current PCS Purchase Price.
(tt) "Old Class A Sixth Series Purchase Price" shall have
the meaning set forth in Section 4(a) hereof and shall be equal to
the then current FON Purchase Price.
(uu) "PCS Adjustment Shares" shall have the meaning set
forth in Section 11(a)(ii) hereof.
(vv) "PCS Group" shall have the meaning set forth in the
Initial Charter Amendment prior to the filing of the Subsequent
Charter Amendment, and in the Subsequent Charter Amendment after
the filing of the Subsequent Charter Amendment, in each case
pursuant to K.S.A. Section 17-6003(d).
(ww) "PCS Group Common Stock" shall mean Series 1 PCS
Stock, and/or Series 2 PCS Stock, and/or Series 3 PCS Stock, in
each case as the context requires.
(xx) "PCS Group Right" shall mean one right (as such
number may hereinafter be adjusted pursuant to the provisions of
Section 11(p) hereof) for each share of PCS Group Common Stock
issued between the filing of the Initial Charter Amendment (whether
originally issued or delivered from the Company's treasury) and the
Distribution Date, and in certain circumstances, after the
Distribution Date, each such right initially representing the right
to purchase one one-thousandth of a share of Preferred Stock -
Eighth Series (subject to adjustment as hereinafter provided), upon
the terms and subject to the conditions herein set forth.
<PAGE>
(yy) "PCS Group Rights Certificate" shall have the
meaning set forth in Section 3(a) hereof.
(zz) "PCS Purchase Price" shall have the meaning set
forth in Section 4(a) hereof.
(aaa) "Person" shall mean any individual, firm,
corporation, partnership or other entity, and shall include any
successor (by merger or otherwise) of such entity.
(bbb) "Preferred Stock" shall mean Preferred Stock -
Sixth Series and/or Preferred Stock - Eighth Series as the context
requires.
(ccc) "Preferred Stock - Sixth Series" shall mean
shares of Preferred Stock - Sixth Series, Junior Participating,
without par value, of the Company, and, to the extent that there
are not a sufficient number of shares of Preferred Stock - Sixth
Series, Junior Participating, without par value, authorized to
permit the full exercise of the FON Group Rights, Old Class A
Rights and Series DT Rights, any other series of Preferred Stock,
without par value, of the Company designated for such purpose
containing terms substantially similar to the terms of the
Preferred Stock - Sixth Series, Junior Participating, without par
value, of the Company.
(ddd) "Preferred Stock - Eighth Series" shall mean
shares of Preferred Stock - Eighth Series, Junior Participating,
without par value, of the Company, and, to the extent that there
are not a sufficient number of shares of Preferred Stock - Eighth
Series, Junior Participating, without par value, authorized to
permit the full exercise of the PCS Group Rights, Old Class A
Rights and Series DT Rights, any other series of Preferred Stock,
without par value, of the Company designated for such purpose
containing terms substantially similar to the terms of the
Preferred Stock - Eighth Series, Junior Participating, without par
value, of the Company.
(eee) "Principal Party" shall have the meaning set
forth in Section 13(b) hereof.
(fff) "Purchase Price" shall mean the FON Purchase
Price, and/or Old Class A Purchase Price, and/or the PCS Purchase
Price, and/or Series DT Purchase Price, as the context requires.
(ggg) "Qualified Subsidiary" shall have the meaning
set forth in the Standstill Agreement.
(hhh) "Qualifying Offer" shall mean an acquisition of
shares of Common Stock pursuant to a tender offer or an exchange
offer for all outstanding shares of Common Stock at a price and on
terms determined by at least a majority of the members of the Board
of Directors who are not officers of the Company and who are not
representatives, nominees, Affiliates or Associates of an Acquiring
Person, after receiving advice from one or more investment banking
firms, to be (a) fair to stockholders (taking into account all
factors which such members of the Board deem relevant <PAGE>including,
without limitation, prices which could reasonably be achieved if
the Company or its assets were sold on an orderly basis designed to
realize maximum value) and (b) otherwise in the best interests of
the Company and its stockholders.
(iii) "Recapitalization" shall mean the
reclassification of each outstanding share of Sprint Common Stock
into one share of Series 1 FON Stock and one-half of a share of
Series 1 PCS Stock to be effected by the filing of the Subsequent
Charter Amendment.
(jjj) "Redemption Date" shall have the meaning set
forth in Section 7 hereof.
(kkk) "Redemption Price" shall have the meaning set
forth in Section 23(a) hereof.
(lll) "Restructuring and Merger Agreement" shall mean
that certain agreement, dated as of May 26, 1998, by and among the
Company, the Cable Parents, TCI Spectrum Holdings, Inc., a Colorado
corporation, Comcast Telephony Services, a Delaware general
partnership, Cox Telephony Partnership, a Delaware general
partnership, Sprint Enterprises, L.P., a Delaware limited
partnership, TCI Philadelphia Holdings, Inc., a Delaware
corporation, Com Telephony Services, Inc., a Delaware corporation,
Comcast Telephony Services, Inc., a Delaware corporation, Cox
Telephony Partners, Inc., a Delaware corporation, Cox
Communications Wireless, Inc., a Delaware corporation, SWV One,
Inc., a Delaware corporation, SWV Two, Inc., a Delaware
corporation, SWV Three, Inc., a Delaware corporation, SWV Four,
Inc., a Delaware corporation, SWV Five, Inc., a Delaware
corporation, and SWV Six, Inc., a Colorado corporation.
(mmm) "Rights" shall mean FON Group Rights, and/or Old
Class A Rights, and/or PCS Group Rights, and/or Series DT Rights,
as the context requires.
(nnn) "Rights Certificate" shall mean the FON Group
Rights Certificate, and/or Old Class A Rights Certificate, and/or
PCS Group Rights Certificate, and/or Series DT Rights Certificate,
as the context requires.
(ooo) "Section 11(a)(ii) Event" shall have the meaning
set forth in Section 11(a)(ii) hereof.
(ppp) "Section 11(a)(ii) Trigger Date" shall have the
meaning set forth in Section 11(a)(iii) hereof.
(qqq) "Section 13 Event" shall mean any event described
in clauses (x), (y) or (z) of Section 13(a) hereof.
(rrr) "Series 2 Common Stock" shall mean the Common Stock
- - Series 2, par value $2.50 per share, of Sprint, which will be
created by the filing of the Initial Charter Amendment.
<PAGE>
(sss) "Series 1 FON Stock" shall mean the FON Common
Stock - Series 1, par value $2.00 per share, of Sprint, which will
be created by the filing of the Subsequent Charter Amendment.
(ttt) "Series 2 FON Stock" shall mean the FON Common
Stock - Series 2, par value $2.00 per share, of Sprint, which will
be created by the filing of the Subsequent Charter Amendment.
(uuu) "Series 3 FON Stock" shall mean the FON Common
Stock - Series 3, par value $2.00 per share, of Sprint, which will
be created by the filing of the Subsequent Charter Amendment.
(vvv) "Series 1 PCS Stock" shall mean the PCS Common
Stock - Series 1, par value $1.00 per share, of Sprint, which will
be created by the filing of the Initial Charter Amendment.
(www) "Series 2 PCS Stock" shall mean the PCS Common
Stock - Series 2, par value $1.00 per share, of Sprint, which will
be created by the filing of the Initial Charter Amendment.
(xxx) "Series 3 PCS Stock" shall mean the PCS Common
Stock - Series 3, par value $1.00 per share, of Sprint, which will
be created by the filing of the Initial Charter Amendment.
(yyy) "Series DT Adjustment Shares" shall have the
meaning set forth in Section 11(a)(ii) hereof.
(zzz) "Series DT Eighth Series Purchase Price" shall have
the meaning set forth in Section 4(a) hereof and shall be equal to
the then current PCS Purchase Price.
(aaaa) "Series DT Purchase Price" shall have the
meaning set forth in Section 4(a) hereof.
(bbbb) "Series DT Right" shall mean one right (as
such number may hereinafter be adjusted pursuant to the provisions
of Section 11(p) hereof) for (i) each share of Class A Common Stock
held by DT or any Qualified Subsidiaries of DT and outstanding at
the time of filing the Initial Charter Amendment pursuant to K.S.A.
Section 17-6003(d), and (ii) each share of Class A Common Stock -
Series DT issued between the filing of the Initial Charter
Amendment (whether originally issued or delivered from the
Company's treasury) and the Distribution Date, and in certain
circumstances, after the Distribution Date, each such right
initially representing (A) if exercised prior to the filing of the
Subsequent Charter Amendment pursuant to K.S.A. Section 17-6003(d),
the right to purchase one one-thousandth of a share of Preferred
Stock - Sixth Series, and (B) if exercised after the filing of the
Subsequent Charter Amendment pursuant to K.S.A. Section 17-6003(d),
(y) the right to purchase one one-thousandth of a share of
Preferred Stock - Sixth Series for each share represented by the
quotient of the Number Of Shares Issuable With Respect To The Class
A - Series DT Equity Interest In The FON Group divided by the
aggregate number of shares of Class A Common Stock - Series DT
issued <PAGE>and outstanding at such time, and (z) the right to purchase
one one-thousandth of a share of Preferred Stock - Eighth Series
for each share represented by the quotient of the Number Of Shares
Issuable With Respect To The Class A - Series DT Equity Interest In
The PCS Group divided by the aggregate number of shares of Class A
Common Stock - Series DT issued and outstanding at such time.
(cccc) "Series DT Rights Certificate" shall have
the meaning set forth in Section 3(a) hereof.
(dddd) "Series DT Eighth Series Purchase Price"
shall have the meaning set forth in Section 4(a) hereof and shall
be equal to the then current PCS Purchase Price.
(eeee) "Series DT Sixth Series Purchase Price"
shall have the meaning set forth in Section 4(a) hereof and shall
be equal to the then current FON Purchase Price.
(ffff) "Spread" shall have the meaning set forth
in Section 11(a)(iii) hereof.
(gggg) "Sprint Common Stock" shall mean common
stock, par value $2.50 per share of the Company, as provided for in
the Initial Charter Amendment.
(hhhh) "Sprint FON Group" shall have the meaning
set forth in the Initial Charter Amendment prior to the filing of
the Subsequent Charter Amendment, and in the Subsequent Charter
Amendment after the filing of the Subsequent Charter Amendment, in
each case pursuant to K.S.A. Section 17-6003(d).
(iiii) "Standstill Agreement" shall mean the
Amended and Restated Standstill Agreement, by and among the
Company, FT and DT dated as of November 23, 1998.
(jjjj) "Stock Acquisition Date" shall mean the
earlier of the date of (i) the first public announcement (which,
for purposes of this definition, shall include, without limitation,
a report filed under the Exchange Act) by the Company or an
Acquiring Person that an Acquiring Person has become such or (ii)
the first public disclosure of facts by the Company or an Acquiring
Person indicating that an Acquiring Person has become an Acquiring
Person; provided, however, that a Stock Acquisition Date shall not
be deemed to have occurred if any Person (including the FT/DT
Parties, individually or in the aggregate) shall have inadvertently
become an Acquiring Person and within ten Business Days after the
date upon which the Company shall first become aware of the
occurrence of such an event, the Board of Directors in its sole
discretion (1) approves the beneficial ownership interest then held
by such Person, or (2) provides such Person a thirty day period to
divest a sufficient number of Voting Securities so as to decrease
the beneficial ownership of such Person to less than 15% of the
Voting Power of the Voting Securities then outstanding (or in the
case of the FT/DT Parties (individually or in the aggregate), to
not more than the FT/DT Permitted Level) and such Person or the
FT/DT Parties have so divested at the end of any such thirty day
period.
<PAGE>
(kkkk) "Subsequent Charter Amendment" shall have
the meaning set forth in the Restructuring and Merger Agreement.
(llll) "Subsidiary" shall mean, with reference to
any Person, any other Person of which an amount of voting
securities sufficient to elect at least a majority of the directors
or Persons having similar authority of such other Person is
beneficially owned, directly or indirectly, by such Person, or
otherwise controlled by such Person.
(mmmm) "Substitution Period" shall have the meaning set
forth in Section 11(a)(iii) hereof.
(nnnn) "Top-Up Agreement" shall mean the Top-Up Right
Agreement, dated May 26, 1998, by and among FT, DT and the Cable
Parents.
(oooo) "Trading Day" shall have the meaning set forth in
Section 11(d)(i) hereof.
(pppp) "Triggering Event" shall mean any Section
11(a)(ii) Event or any Section 13 Event.
(qqqq) "Vote" shall mean, with respect to any entity, the
ability to cast a vote at a stockholders', members' or comparable
meeting of such entity with respect to the election of directors,
managers or other members of such entity's governing body, or the
ability to cast a general partnership or comparable vote, provided,
that with respect to the Company, the term "Vote" shall mean the
ability to exercise general voting power (as opposed to exercise of
special voting or disapproval rights such as those set forth in
Article SIXTH of the Initial Charter Amendment or the Subsequent
Charter Amendment, as the case may be) with respect to matters
other than the election of directors at a meeting of the
stockholders of the Company and, for all purposes of this
Agreement, in determining the number of Votes outstanding at any
date and/or represented by any share of Common Stock at any date,
a record date for determining the stockholders entitled to vote
shall be deemed to have been set by the Board of Directors of the
Company on each such determination date; provided, further, that
for purposes of determining whether the FT/DT Parties are Acquiring
Persons and determining the FT/DT Permitted Level, "Vote" shall
have the meaning set forth in the Standstill Agreement.
(rrrr) "Voting Power" shall mean, with respect to any
entity as at any date, the aggregate number of Votes outstanding as
at such date in respect of such entity.
(ssss) "Voting Securities" shall mean the Common Stock
and any other securities of the Company the holders of which are
ordinarily, in the absence of contingencies, entitled to Vote, even
though the right to such Vote has been suspended by the happening
of such a contingency.
Section 2. APPOINTMENT OF RIGHTS AGENT. The Company
hereby appoints the Rights Agent to act as agent for the Company
and the holders of the Rights (who, in accordance with <PAGE>Section 3
hereof, shall prior to the Distribution Date also be the holders of
the Common Stock) in accordance with the terms and conditions here-
of, and the Rights Agent hereby accepts such appointment. The
Company may from time to time appoint such Co-Rights Agents as it
may deem necessary or desirable.
Section 3. ISSUE OF RIGHTS CERTIFICATES.
(a) Until the earlier of (i) the close of business on
the tenth Business Day after the Stock Acquisition Date, and (ii)
the close of business on the tenth Business Day (or such later date
as the Board shall determine prior to such time as any Person
becomes an Acquiring Person) after the date of the commencement by
any Person (other than the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or of any Subsidiary of
the Company, or any Person or entity organized, appointed or
established by the Company for or pursuant to the terms of any such
plan) of, or the first public announcement of the intention of such
Person to commence, a tender offer or exchange offer, the consumma-
tion of which would result in any Person becoming the Beneficial
Owner of Voting Securities then outstanding representing 15% or
more of the Voting Power of the Company (or in the case of the
FT/DT Parties (individually or in the aggregate), shares in excess
of the FT/DT Permitted Level) (the earlier of (i) and (ii) being
herein referred to as the "Distribution Date"), (x) FON Group
Rights, PCS Group Rights, Old Class A Rights and Series DT Rights
will be evidenced (subject, in each case, to the provisions of
paragraph (b) of this Section 3) by the certificates for the FON
Group Common Stock, PCS Group Common Stock, Old Class A Common
Stock and Class A Common Stock - Series DT, respectively (which
certificates for FON Group Common Stock, PCS Group Common Stock,
Old Class A Common Stock and Class A Common Stock - Series DT shall
also be deemed certificates for FON Group Rights, PCS Group Rights,
Old Class A Rights and Series DT Rights, respectively), and not by
separate certificates, and (y) the Rights will be transferable only
in connection with the transfer of the underlying shares of Common
Stock (including a transfer to the Company). As soon as
practicable after the Distribution Date, the Company shall prepare
and execute and the Rights Agent will countersign and send by
first-class, insured, postage prepaid mail, to each record holder
of (i) FON Group Common Stock as of the close of business on the
Distribution Date, at the address of such holder shown on the
records of the Company, one or more rights certificates, in
substantially the form attached hereto as Exhibit B-1 (the "FON
Group Rights Certificates"), evidencing one FON Group Right for
each share of Common Stock so held, subject in each case to
adjustment as provided herein, (ii) PCS Group Common Stock as of
the close of business on the Distribution Date, at the address of
such holder shown on the records of the Company, one or more rights
certificates, in substantially the form attached hereto as Exhibit
B-2 (the "PCS Group Rights Certificates"), evidencing one PCS Group
Right for each share of Common Stock so held, subject in each case
to adjustment as provided herein, (iii) Old Class A Common Stock as
of the close of business on the Distribution Date, at the address
of such holder shown on the records of the Company, one or more
rights certificates, in substantially the form attached hereto as
Exhibit B-3 (the "Old Class A Rights Certificates"), evidencing one
Old Class A Right for each share of Class A Common Stock so held,
subject in each case to adjustment as provided herein, and
(iv) Class A Common Stock - Series DT as of the close of business
on the Distribution Date, at the address of such holder shown on
the records of the Company, one or more <PAGE>rights certificates, in
substantially the form attached hereto as Exhibit B-4 (the "Series
DT Rights Certificates"), evidencing one Series DT Right for each
share of Class A Common Stock - Series DT so held, subject in each
case to adjustment as provided herein. In the event that an
adjustment in the number of Rights per share of Common Stock has
been made pursuant to Section 11(p) hereof, at the time of
distribution of the Rights Certificates, the Company shall make the
necessary and appropriate rounding adjustments (in accordance with
Section 14(a) hereof) so that Rights Certificates representing only
whole numbers of Rights are distributed and cash is paid in lieu of
any fractional Rights. As of and after the Distribution Date, the
Rights will be evidenced solely by such Rights Certificates.
(b) With respect to certificates for the Common Stock
outstanding immediately prior to the filing of the Initial Charter
Amendment pursuant to K.S.A. Section 17-6003(d), until the Dis-
tribution Date, the Rights will be evidenced by such certificates
for the Common Stock and the registered holders of the Common Stock
shall also be the registered holders of the associated Rights.
Until the earlier of the Distribution Date or the Expiration Date,
the transfer of any certificates representing shares of Common
Stock in respect of which Rights have been issued shall also
constitute the transfer of the Rights associated with such shares
of Common Stock.
(c) Rights shall be issued in respect of all shares of
Common Stock which are issued (whether originally issued or
transferred from the Company's treasury to any other Person) after
the filing of the Initial Charter Amendment pursuant to K.S.A.
Section 17-6003(d) but prior to the earlier of the Distribution
Date or the Expiration Date, or, in certain circumstances provided
in Section 22 hereof, after the Distribution Date. Certificates
representing such shares of Common Stock shall also be deemed to be
certificates for Rights, and shall bear the following legend, and
all references to Rights Agreement or Rights in such legend
appearing on certificates for Common Stock issued prior to or after
the time the Initial Charter Amendment is filed pursuant to K.S.A.
Section 17-6003(d) shall be deemed to refer to this Amended and
Restated Rights Agreement and the Rights issued pursuant to this
Amended and Restated Rights Agreement:
This certificate also evidences and enti-
tles the holder hereof to certain Rights as
set forth in a Rights Agreement (the "Rights
Agreement"), between Sprint Corporation (the
"Company") and UMB Bank, n.a. (the "Rights
Agent"), the terms of which are hereby
incorporated herein by reference and a copy of
which is on file at the principal offices of
the Rights Agent. Under certain
circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by
separate certificates and will no longer be
evidenced by this certificate. The Rights
Agent will mail to the holder of this
certificate a copy of the Rights Agreement, as
in effect on the date of mailing, without
charge promptly after receipt of a written
request therefor. Under certain circumstances
set forth in the Rights Agreement, Rights is-
sued to, or held by, any Person who is, was or
becomes an Acquiring Person or any Affiliate
or Associate thereof (as such terms are
defined <PAGE>in the Rights Agreement), whether
currently held by or on behalf of such Person
or by any subsequent holder, may become null
and void.
With respect to such certificates containing the foregoing legend,
until the earlier of (i) the Distribution Date or (ii) the
Expiration Date, the Rights associated with the Common Stock
represented by such certificates shall be evidenced by such
certificates alone and registered holders of Common Stock shall
also be the registered holders of the associated Rights, and the
transfer of any of such certificates shall also constitute the
transfer of the Rights associated with the Common Stock represented
by such certificates. In the event that the Company purchases or
otherwise acquires any shares of Common Stock prior to the
Distribution Date, any Rights associated with such shares of Common
Stock shall be deemed canceled and retired so that the Company
shall not be entitled to exercise any Rights associated with the
shares of Common Stock which are no longer outstanding.
Notwithstanding this paragraph (c), the omission of a legend shall
not affect the enforceability of any part of this Rights Agreement
or the rights of any holder of the Rights.
Section 4. FORM OF RIGHTS CERTIFICATES.
(a) The FON Group Rights Certificates, PCS Group Rights
Certificates, Old Class A Rights Certificate and the Series DT
Rights Certificate (and the respective forms of election to
purchase and of assignment to be printed on the reverse thereof)
shall each be substantially in the form set forth in Exhibits B-1,
B-2, B-3 and B-4 hereto, respectively, and in each case may have
such marks of identification or designation and such legends,
summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any applicable law
or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which such Rights may
from time to time be listed, or to conform to usage. Subject to
the provisions of Section 11 and Section 22 hereof, (i) the FON
Group Rights Certificates shall entitle the holders thereof to
purchase such number of one one-thousandths of a share of Preferred
Stock - Sixth Series as shall be set forth therein at the price
set forth therein which price shall decrease after the filing of
the Subsequent Charter Amendment pursuant to K.S.A. Section 17-6003(d)
to reflect the Recapitalization (such exercise price per
one one-thousandth of a share, the "FON Purchase Price"), and (ii)
the PCS Group Rights Certificates shall entitle the holders thereof
to purchase such number of one one-thousandths of a share of
Preferred Stock - Eighth Series as shall be set forth therein at
the price set forth therein (such exercise price per one
one-thousandth of a share, the "PCS Purchase Price"), (iii) the
Old Class A Rights Certificates shall entitle the holders thereof
to purchase (A) if exercised prior to the filing of the Subsequent
Charter Amendment pursuant to K.S.A. Section 17-6003(d), such
number of one one-thousandths of a share of Preferred Stock - Sixth
Series as shall be set forth therein at the price set forth therein
(such exercise price per one one-thousandth of a share, the "Old
Class A Purchase Price"), which, during this time period, shall be
equal to the FON Purchase Price), and (B) if exercised after the
filing of the Subsequent Charter Amendment pursuant to K.S.A.
Section 17-6003(d), such number of one one-thousandths of a share
of Preferred Stock - Sixth Series and such number of one one-thousandths
of a share of Preferred Stock - Eighth Series as shall
be set forth therein at the respective prices set forth therein
(such respective exercise price per one one-thousandth of a <PAGE>share
of the Preferred Stock - Sixth Series, the "Old Class A Sixth
Series Purchase Price", and per one one-thousandth of a share of
the Preferred Stock - Eighth Series, the "Old Class A Eighth Series
Purchase Price", which, during this time period, shall be equal to
the FON Purchase Price and the PCS Purchase Price, respectively,
and shall be referred to collectively as the "Old Class A Purchase
Price" (iv) the Series DT Rights Certificates shall entitle the
holders thereof to purchase (A) if exercised prior to the filing of
the Subsequent Charter Amendment pursuant to K.S.A. Section 17-6003(d),
such number of one one-thousandths of a share of Preferred
Stock - Sixth Series as shall be set forth therein at the price set
forth therein (such exercise price per one-thousandth of a share,
the Old Class A Purchase Price, which, during this time period,
shall be equal to the FON Purchase Price), and (B) if exercised
after the filing of the Subsequent Charter Amendment pursuant to
K.S.A. Section 17-6003(d), such number of one one-thousandths of a
share of Preferred Stock - Sixth Series and such number of one-one
thousandths of a share of Preferred Stock - Eighth Series as shall
be set forth therein at the respective prices set forth therein
(such respective exercise price per one one-thousandth of a share
of the Preferred Stock - Sixth Series, the "Series DT Sixth Series
Purchase Price," and per one one-thousandth of a share of the
Preferred Stock - Eighth Series, the "Series DT Eighth Series
Purchase Price", which, during this time period, shall be equal to
the FON Purchase Price and the PCS Purchase Price, respectively),
and shall be referred to collectively as the "Series DT Purchase
Price" but the amount and type of securities purchasable upon the
exercise of each FON Group Right, each PCS Group Right, each Old
Class A Right, and each Series DT Right, and the respective
Purchase Price thereof, shall be subject to adjustment as provided
herein.
(b) Any Rights Certificate issued pursuant to Section
3(a) or Section 22 hereof that represents Rights beneficially owned
by: (i) an Acquiring Person or any Associate or Affiliate of an
Acquiring Person, (ii) a transferee of an Acquiring Person (or of
any such Associate or Affiliate) who becomes a transferee after the
Acquiring Person becomes such, or (iii) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) who
becomes a transferee prior to or concurrently with the Acquiring
Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the
Acquiring Person to holders of equity interests in such Acquiring
Person or to any Person with whom such Acquiring Person has any
continuing agreement, arrangement or understanding regarding the
transferred Rights or (B) a transfer which the Board of Directors
of the Company has determined is part of a plan, arrangement or
understanding which has as a primary purpose or effect avoidance of
Section 7(e) hereof, and any Rights Certificate issued pursuant to
Section 6 or Section 11 hereof upon transfer, exchange, replacement
or adjustment of any other Rights Certificate referred to in this
sentence, shall contain (to the extent feasible) the following
legend:
The Rights represented by this Rights Certifi-
cate are or were beneficially owned by a
Person who was or became an Acquiring Person
or an Affiliate or Associate of an Acquiring
Person (as such terms are defined in the
Rights Agreement). Accordingly, this Rights
Certificate and the Rights represented hereby
may become, or may already have become, null
and void in the circumstances specified in
Section 7(e) of such Agreement.
<PAGE>
Section 5. COUNTERSIGNATURE AND REGISTRATION.
(a) The Rights Certificates shall be executed on behalf
of the Company by its Chairman of the Board, any Vice Chairman, its
President or any Vice President, either manually or by facsimile
signature, and shall have affixed thereto the Company's seal or a
facsimile thereof which shall be attested by the Secretary or an
Assistant Secretary of the Company, either manually or by facsimile
signature. The Rights Certificates shall be countersigned by the
Rights Agent, either manually or by facsimile signature, and shall
not be valid for any purpose unless so countersigned. In case any
officer of the Company who shall have signed any of the Rights
Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by
the Company, such Rights Certificates, nevertheless, may be
countersigned by the Rights Agent and issued and delivered by the
Company with the same force and effect as though the person who
signed such Rights Certificates had not ceased to be such officer
of the Company; and any Rights Certificates may be signed on behalf
of the Company by any person who, at the actual date of the
execution of such Rights Certificate, shall be a proper officer of
the Company to sign such Rights Certificate, although at the date
of the execution of this Rights Agreement any such person was not
such an officer.
(b) Following the Distribution Date, the Rights Agent
will keep or cause to be kept, at its principal office or offices
designated as the appropriate place for surrender of Rights
Certificates upon exercise or transfer, books for registration and
transfer of the Rights Certificates issued hereunder. Such books
shall show the names and addresses of the respective holders of the
Rights Certificates, the number of Rights evidenced on its face by
each of the Rights Certificates and the date of each of the Rights
Certificates.
Section 6. TRANSFER, SPLIT UP, COMBINATION AND
EXCHANGE OF RIGHTS CERTIFICATES;
MUTILATED, DESTROYED, LOST OR STOLEN
RIGHTS CERTIFICATES.
(a) Subject to the provisions of Section 4(b), Section
7(e) and Section 14 hereof, at any time after the close of business
on the Distribution Date, and at or prior to the close of business
on the Expiration Date, (i) any FON Group Rights Certificate or
Certificates may be transferred, split up, combined or exchanged
for another FON Group Rights Certificate or Certificates, entitling
the registered holder to purchase a like number of one
one-thousandths of a share of Preferred Stock - Sixth Series (or,
following a Triggering Event, Common Stock of the applicable class
or series, other securities, cash or other assets, as the case may
be) as the FON Group Rights Certificate or Certificates surrendered
then entitled such holder (or former holder in the case of a
transfer) to purchase, (ii) any PCS Group Rights Certificate or
Certificates may be transferred, split up, combined or exchanged
for another PCS Group Rights Certificate or Certificates, entitling
the registered holder to purchase a like number of one
one-thousandths of a share of Preferred Stock - Eighth Series (or,
following a Triggering Event, Common Stock of the applicable class
or series, other securities, cash or other assets, as the case may
be) as the PCS Group Rights Certificate or Certificates surrendered
then entitled such holder (or former holder in the case of a
transfer) to purchase, (iii) any Old Class A Rights Certificate or
Certificates may be transferred, split up, combined or exchanged
for another <PAGE>Old Class A Rights Certificate or Certificates,
entitling the registered holder to purchase a like number of one
one-thousandths of a share of Preferred Stock - Sixth Series and/or
Preferred Stock - Eighth Series, as the case may be (or, following
a Triggering Event, Common Stock of the applicable class or series,
other securities, cash or other assets, as the case may be) as the
Old Class A Rights Certificate or Certificates surrendered then
entitled such holder (or former holder in the case of a transfer)
to purchase, (iv) any Series DT Certificate or Certificates may be
transferred, split up, combined or exchanged for another Series DT
Rights Certificate or Certificates, entitling the registered holder
to purchase a like number of one one-thousandths of a share of
Preferred Stock - Sixth Series and/or Preferred Stock - Eighth
Series, as the case may be (or, following a Triggering Event,
Common Stock of the applicable class or series, other securities,
cash or other assets, as the case may be) as the Series DT Rights
Certificate or Certificates surrendered then entitled such holder
(or former holder in the case of a transfer) to purchase. Any
registered holder desiring to transfer, split up, combine or
exchange any Rights Certificate or Certificates shall make such
request in writing delivered to the Rights Agent, and shall
surrender the Rights Certificate or Certificates to be transferred,
split up, combined or exchanged at the principal office or offices
of the Rights Agent designated for such purpose. Neither the
Rights Agent nor the Company shall be obligated to take any action
whatsoever with respect to the transfer of any such surrendered
Rights Certificate until the registered holder shall have completed
and signed the certificate contained in the form of assignment on
the reverse side of such Rights Certificate and shall have provided
such additional evidence of the identity of the Beneficial Owner
(or former Beneficial Owner) or Affiliates or Associates thereof as
the Company shall reasonably request. Thereupon the Rights Agent
shall, subject to Section 4(b), Section 7(e) and Section 14 hereof,
countersign and deliver to the Person entitled thereto a Rights
Certificate or Rights Certificates, as the case may be, as so
requested. The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in
connection with any transfer, split up, combination or exchange of
Rights Certificates.
(b) Subject to the provision of Section 4(b), Section
7(e) and Section 14 hereof, upon receipt by the Company and the
Rights Agent of evidence reasonably satisfactory to them of the
loss, theft, destruction or mutilation of a Rights Certificate,
and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, and reimbursement to the
Company and the Rights Agent of all reasonable expenses incidental
thereto, and upon surrender to the Rights Agent and cancellation of
the Rights Certificate if mutilated, the Company will execute and
deliver a new Rights Certificate of like tenor to the Rights Agent
for countersignature and delivery to the registered owner in lieu
of the Rights Certificate so lost, stolen, destroyed or mutilated.
Section 7. EXERCISE OF RIGHTS; PURCHASE PRICE;
EXPIRATION DATE OF RIGHTS.
(a) Subject to Section 7(e) hereof, the registered
holder of any Rights Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein including, without
limitation, the restrictions on exercisability set forth in Section
9(c), Section 11(a)(iii), Section 23(a) and Section 24(b) hereof)
in whole or in part at any time after the Distribution Date upon
surrender of the applicable Rights Certificate, with the form of
election to purchase and the certificate on the reverse side
thereof duly executed, to the Rights Agent at the principal office
or offices of the Rights <PAGE>Agent designated for such purpose,
together with (i) in the case of FON Group Rights, payment of the
aggregate FON Purchase Price with respect to the total number of
one one-thousandths of a share of Preferred Stock - Sixth Series
(or other securities, cash or other assets, as the case may be) as
to which such surrendered Rights are then exercisable, (ii) in the
case of PCS Group Rights, payment of the aggregate PCS Purchase
Price with respect to the total number of one one-thousandths of a
share of Preferred Stock - Eighth Series (or other securities, cash
or other assets, as the case may be) as to which such surrendered
Rights are then exercisable, (iii) in the case of Old Class A
Rights, payment of the aggregate Old Class A Purchase Price with
respect to the total number of one one-thousandths of a share of
Preferred Stock - Sixth Series, and/or Preferred Stock - Eighth
Series (or other securities, cash or other assets, as the case may
be) as to which such surrendered Rights are then exercisable, or
(iv) in the case of Series DT Rights, payment of the aggregate
Series DT Purchase Price with respect to the total number of one
one-thousandths of a share of Preferred Stock - Sixth Series and/or
Preferred Stock - Eighth Series (or other securities, cash or other
assets, as the case may be) as to which such surrendered Rights are
then exercisable, in the case of each of (i), (ii), (iii) or (iv),
at or prior to the earlier of (w) the close of business on June 25,
2007 (the "Final Expiration Date"); (x) the time at which the
Rights are redeemed as provided in Section 23 hereof (the
"Redemption Date"); (y) the time at which such Rights are exchanged
as provided in Section 24 hereof; or (z) the consummation of a
transaction contemplated by Section 13(d) hereof (the earliest of
(w), (x), (y) and (z) being herein referred to as the "Expiration
Date").
(b) The FON Purchase Price for each one one-thousandth
of a share of Preferred Stock - Sixth Series pursuant to the
exercise of a FON Group Right shall initially be $350.00 (provided
that upon the filing of the Subsequent Charter Amendment pursuant
to K.S.A. Section 17-6003(d), the FON Purchase Price shall decrease
by an amount equal to one-half of the then current PCS Purchase
Price), and shall be subject to adjustment from time to time as
provided in Sections 11 and 13(a) hereof and shall be payable in
lawful money of the United States of America in accordance with
paragraph (c) below. The PCS Purchase Price for each one
one-thousandth of a share of Preferred Stock - Eighth Series
pursuant to the exercise of a PCS Group Right shall initially be
$150.00, and shall be subject to adjustment from time to time as
provided in Sections 11 and 13(a) hereof and shall be payable in
lawful money of the United States of America in accordance with
paragraph (c) below. The Old Class A Purchase Price and the Series
DT Purchase Price shall each correspond to the applicable FON
Purchase Price and the applicable PCS Purchase Price as provided in
Section 4(a) hereof, and shall be subject to adjustment from time
to time as provided in Sections 11 and 13(a) hereof and shall be
payable in lawful money of the United States of America in
accordance with paragraph (c) below.
(c) Upon receipt of a Rights Certificate representing
exercisable Rights, with the form of election to purchase and the
certificate duly executed, accompanied by payment, with respect to
each Right so exercised, of the Purchase Price per one
one-thousandth of a share of Preferred Stock (or other shares,
securities, cash or other assets, as the case may be) to be
purchased as set forth below and an amount equal to any applicable
transfer tax required to be paid by the holder of such Rights
Certificate in accordance with Section 9 hereof, the Rights Agent
shall, subject to Section 20(k) hereof, thereupon promptly (i) (A)
requisition from any transfer agent of the shares of Preferred <PAGE>
Stock (or make available, if the Rights Agent is the transfer agent
for such shares) certificates for the total number of one one-thousandths
of a share of Preferred Stock to be purchased and the
Company hereby irrevocably authorizes its transfer agent to comply
with all such requests, or (B) if the Company shall have elected to
deposit the total number of shares of Preferred Stock issuable upon
exercise of the Rights hereunder with a depositary agent,
requisition from the depositary agent depositary receipts
representing such number of one one-thousandths of a share of
Preferred Stock as are to be purchased (in which case certificates
for the shares of Preferred Stock represented by such receipts
shall be deposited by the transfer agent with the depositary agent)
and the Company will direct the depositary agent to comply with
such request, (ii) requisition from the Company the amount of cash,
if any, to be paid in lieu of fractional shares in accordance with
Section 14 hereof, (iii) promptly after receipt of such
certificates or depositary receipts, cause the same to be delivered
to or upon the order of the registered holder of such Rights
Certificate, registered in such name or names as may be designated
by such holder, and (iv) after receipt thereof, promptly deliver
such cash, if any, to or upon the order of the registered holder of
such Rights Certificate. The payment of the Purchase Price (as
such amount may be reduced pursuant to Section 11(a)(iii) hereof)
shall be made in cash or by certified bank check or bank draft
payable to the order of the Company. In the event that the Company
is obligated to issue other securities (including Common Stock) of
the Company, pay cash and/or distribute other property pursuant to
Section 11(a) hereof, the Company will make all arrangements
necessary so that such other securities, cash and/or other property
are available for distribution by the Rights Agent, if and when
appropriate. The Company reserves the right to require, prior to
the occurrence of a Triggering Event, that upon any exercise of
Rights, a number of Rights be exercised so that only whole shares
of Preferred Stock would be issued.
(d) In case the registered holder of any FON Group
Rights Certificate, PCS Group Rights Certificate, Old Class A
Rights Certificate, or Series DT Rights Certificate shall exercise
less than all the FON Group Rights, PCS Group Rights, Old Class A
Rights or Series DT Rights evidenced thereby, respectively, a new
FON Group Rights Certificate, PCS Group Rights Certificate, Old
Class A Rights Certificate, or Series DT Rights Certificate evi-
dencing FON Group Rights, PCS Group Rights, Old Class A Rights or
Series DT Rights equivalent to the respective Rights remaining
unexercised shall be issued by the Rights Agent and delivered to,
or upon the order of, the registered holder of the FON Group Rights
Certificate, PCS Group Rights Certificate, Old Class A Rights
Certificate, or Series DT Rights Certificate, respectively,
registered in such name or names as may be designated by such
holder, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the
contrary, from and after the first occurrence of a Section
11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring
Person or an Associate or Affiliate of an Acquiring Person, (ii) a
transferee of an Acquiring Person (or of any such Associate or
Affiliate) who becomes a transferee after the Acquiring Person
becomes such, or (iii) a transferee of an Acquiring Person (or of
any such Associate or Affiliate) who becomes a transferee prior to
or concurrently with the Acquiring Person becoming such and
receives such Rights pursuant to either (A) a transfer (whether or
not for consideration) from the Acquiring Person to holders of
equity interests in such Acquiring Person or to any Person with
whom the Acquiring Person has any continuing agreement, arrangement
or understanding regarding the transferred Rights <PAGE>or (B) a transfer
which the Board of Directors of the Company has determined is part
of a plan, arrangement or understanding which has as a primary
purpose or effect the avoidance of this Section 7(e), shall become
null and void without any further action and no holder of such
Rights shall have any rights whatsoever with respect to such
Rights, whether under any provision of this Agreement or otherwise.
The Company shall use all reasonable efforts to ensure that the
provisions of this Section 7(e) and Section 4(b) hereof are
complied with, but neither the Company nor the Rights Agent shall
have any liability to any holder of Rights Certificates or other
Person as a result of the Company's failure to make any
determinations with respect to an Acquiring Person or its
Affiliates, Associates or transferees hereunder. The Company may
require (or cause the Rights Agent or any transfer agent of the
Company to require) any Person who submits a Rights Certificate (or
a certificate representing shares of Common Stock that evidences,
or but for the provisions of this Section 7(e) would evidence,
Rights) for transfer on the registry books or to exercise the
Rights represented thereby to establish to the satisfaction of the
Company in its sole discretion that such Rights have not become
null and void pursuant to the provisions of this Section 7(e).
(f) Notwithstanding anything in this Agreement to the
contrary, neither the Rights Agent nor the Company shall be
obligated to undertake any action with respect to a registered
holder upon the occurrence of any purported exercise as set forth
in this Section 7 unless such registered holder shall have (i)
completed and signed the certificate contained in the form of elec-
tion to purchase set forth on the reverse side of the FON Group
Rights Certificate, PCS Group Rights Certificate, Old Class A
Rights Certificate, or Series DT Rights Certificate, as the case
may be, surrendered for such exercise, and (ii) provided such
additional evidence of the identity of the Beneficial Owner (or
former Beneficial Owner) or Affiliates or Associates thereof as the
Company shall reasonably request.
Section 8. CANCELLATION AND DESTRUCTION OF RIGHTS
CERTIFICATES. All Rights Certificates surrendered for the purpose
of exercise, transfer, split up, combination or exchange shall, if
surrendered to the Company or any of its agents, be delivered to
the Rights Agent for cancellation or in canceled form, or, if
surrendered to the Rights Agent, shall be canceled by it, and no
Rights Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Agreement.
The Company shall deliver to the Rights Agent for cancellation and
retirement, and the Rights Agent shall so cancel and retire, any
other Rights Certificate purchased or acquired by the Company
otherwise than upon the exercise thereof. The Rights Agent shall
deliver all canceled Rights Certificates to the Company, or shall,
at the written request of the Company, destroy such canceled Rights
Certificates, and in such case shall deliver a certificate of
destruction thereof to the Company.
Section 9. RESERVATION AND AVAILABILITY OF CAPITAL
STOCK.
(a) The Company covenants and agrees that it will cause
to be reserved and kept available out of its authorized and
unissued shares of Preferred Stock (and, following the occurrence
of a Triggering Event, out of its authorized and unissued shares of
Common Stock and/or other securities or out of its authorized and
issued shares held in its treasury), the number of shares of the
applicable series of Preferred Stock (and, following the occurrence
of a Triggering Event, the <PAGE>applicable class or series of Common
Stock and/or other securities) that, as provided in this Agreement,
including Section 11(a)(iii) hereof, will be sufficient to permit
the exercise in full of all outstanding Rights.
(b) So long as the shares of Preferred Stock (and,
following the occurrence of a Triggering Event, Common Stock and/or
other securities) issuable and deliverable upon the exercise of the
Rights may be listed on any national securities exchange, the
Company shall use its best efforts to cause, from and after such
time as the Rights become exercisable (but only to the extent that
it is reasonably likely that the Rights will be exercised), all
shares reserved for such issuance to be listed on such exchange
upon official notice of issuance upon such exercise.
(c) The Company shall use its best efforts to (i) file,
as soon as practicable following the earliest date after the first
occurrence of a Section 11(a)(ii) Event on which the consideration
to be delivered by the Company upon exercise of the Rights has been
determined in accordance with Section 11(a)(iii) hereof, a
registration statement under the Act, with respect to the
securities purchasable upon exercise of the Rights on an
appropriate form, (ii) cause such registration statement to become
effective as soon as practicable after such filing, and (iii) cause
such registration statement to remain effective (with a prospectus
at all times meeting the requirements of the Act) until the earlier
of (A) the date as of which the Rights are no longer exercisable
for such securities, and (B) the Expiration Date. The Company will
also take such action as may be appropriate under, or to ensure
compliance with, the securities or "blue sky" laws of the various
states in connection with the exercisability of the Rights. The
Company may temporarily suspend, for a period of time not to exceed
ninety (90) days after the date set forth in clause (i) of the
first sentence of this Section 9(c), the exercisability of the
Rights in order to prepare and file such registration statement and
permit it to become effective. Upon any such suspension, the
Company shall make a public announcement stating that the
exercisability of the Rights has been temporarily suspended, as
well as a public announcement at such time as the suspension is no
longer in effect. In addition, if the Company shall determine that
a registration statement is required following the Distribution
Date, the Company may temporarily suspend the exercisability of the
Rights until such time as a registration statement has been
declared effective. Notwithstanding any provision of this Agree-
ment to the contrary, the Rights shall not be exercisable in any
jurisdiction if the requisite qualification in such jurisdiction
shall not have been obtained, the exercise thereof shall not be
permitted under applicable law or a registration statement (if
required) shall not have been declared effective.
(d) The Company covenants and agrees that it will take
all such action as may be necessary to ensure that all Preferred
Stock (and, following the occurrence of a Triggering Event, Common
Stock and/or other securities) delivered upon exercise or exchange
of the Rights shall, at the time of delivery of the certificates
for such shares (subject to payment of the Purchase Price), be duly
and validly authorized and issued and fully paid and nonassessable,
including, without limitation, effecting such changes to the
accounts of the Company as may be necessary to accomplish the
foregoing purposes.
<PAGE>
(e) The Company further covenants and agrees that it
will pay when due and payable any and all federal and state
transfer taxes and charges which may be payable in respect of the
issuance or delivery of the Rights Certificates and of any
certificates for Preferred Stock (or Common Stock and/or other
securities, as the case may be) upon the exercise of Rights. The
Company shall not, however, be required to pay any transfer tax
which may be payable in respect of any transfer or delivery of
Rights Certificates to a Person other than, or the issuance or
delivery of certificates or depositary receipts for a number of one
one-thousandths of a share of Preferred Stock (or Common Stock
and/or other securities, as the case may be) in respect of a name
other than that of, the registered holder of the Rights
Certificates evidencing Rights surrendered for exercise or to issue
or deliver any certificates or depositary receipts for a number of
one one-thousandths of a share of Preferred Stock (or Common Stock
and/or other securities, as the case may be) in a name other than
that of the registered holder upon the exercise of any Rights until
such tax shall have been paid (any such tax being payable by the
holder of such Rights Certificate at the time of surrender) or
until it has been established to the Company's satisfaction that no
such tax is due.
Section 10. PREFERRED STOCK RECORD DATE. Each person
in whose name any certificate for a number of one one-thousandths
of a share of Preferred Stock (or Common Stock and/or other
securities, as the case may be) is issued upon the exercise of
Rights shall for all purposes be deemed to have become the holder
of record of such fractional shares of Preferred Stock (or Common
Stock and/or other securities, as the case may be) represented
thereby on, and such certificate shall be dated, the date upon
which the Rights Certificate evidencing such Rights was duly
surrendered and payment of the Purchase Price (and all applicable
transfer taxes) was made; provided, however, that if the date of
such surrender and payment is a date upon which the Preferred Stock
(or Common Stock and/or other securities, as the case may be)
transfer books of the Company are closed, such Person shall be
deemed to have become the record holder of such shares (fractional
or otherwise) on, and such certificate shall be dated, the next
succeeding Business Day on which the Preferred Stock (or Common
Stock and/or other securities, as the case may be) transfer books
of the Company are open. Prior to the exercise of the Rights
evidenced thereby, the holder of a Rights Certificate shall not be
entitled to any rights of a stockholder of the Company with respect
to shares for which the Rights shall be exercisable, including,
without limitation, the right to vote, to receive dividends or
other distributions or to exercise any preemptive rights, and shall
not be entitled to receive any notice of any proceedings of the
Company, except as provided herein.
Section 11. ADJUSTMENT OF PURCHASE PRICE, NUMBER AND
KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number
and kind of shares covered by each Right and the number of Rights
outstanding are subject to adjustment from time to time as provided
in this Section 11.
(a) (i) In the event the Company shall at any time
after the filing of the Initial Charter Amendment (A) declare
a dividend on the applicable series of Preferred Stock payable
in shares of such series of Preferred Stock, (B) subdivide the
outstanding applicable series of Preferred Stock, (C) combine
the outstanding applicable series of Preferred Stock into a
smaller number of shares, or (D) issue any shares of its
capital stock in a reclassification of the applicable series
of Preferred Stock (including any such reclassification in
connection <PAGE>with a consolidation or merger in which the Company
is the continuing or surviving corporation), except as
otherwise provided in this Section 11(a) and Section 7(e)
hereof, the applicable Purchase Price in effect at the time of
the record date for such dividend or of the effective date of
such subdivision, combination or reclassification, and the
number and kind of shares of the applicable series of
Preferred Stock or capital stock, as the case may be, issuable
on such date, shall be proportionately adjusted so that the
holder of any Right exercised after such time shall be
entitled to receive, upon payment of the applicable Purchase
Price then in effect, the aggregate number and kind of shares
of the applicable series of Preferred Stock or capital stock,
as the case may be, which, if such Right had been exercised
immediately prior to such date and at a time when such series
of Preferred Stock transfer books of the Company were open, he
would have owned upon such exercise and been entitled to
receive by virtue of such dividend, subdivision, combination
or reclassification. If an event occurs which would require
an adjustment under both this Section 11(a)(i) and Section
11(a)(ii) hereof, the adjustment provided for in this Section
11(a)(i) shall be in addition to, and shall be made prior to,
any adjustment required pursuant to Section 11(a)(ii) hereof.
(ii) Subject to Section 24 hereof, in the event any
Person (other than the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or of any Subsidiary
of the Company, or any Person or entity organized, appointed
or established by the Company for or pursuant to the terms of
any such plan), alone or together with its Affiliates and
Associates, shall, at any time after the filing of the Initial
Charter Amendment pursuant to K.S.A. Section 17-6003(d),
become an Acquiring Person, unless such person becomes an
Acquiring Person pursuant to a transaction set forth in
Section 13(a) hereof (such an event being referred to herein
as "a Section 11(a)(ii) Event") then, promptly following the
occurrence of such Section 11(a)(ii) Event, proper provision
shall be made so that (except as provided below and in Section
7(e) hereof),
(w) each holder of a FON Group Right shall
thereafter have the right to receive, upon exercise
thereof at the then current FON Purchase Price in
accordance with the terms of this Agreement, in lieu of
a number of one one-thousandths of a share of Preferred
Stock - Sixth Series, such number of shares of the
applicable class or series of FON Group Common Stock as
shall equal the result obtained by (A) multiplying the
then current FON Purchase Price by the then number of one
one-thousandths of a share of Preferred Stock - Sixth
Series for which a FON Group Right was exercisable (or,
if the Distribution Date shall not have occurred prior to
the date of such Section 11(a)(ii) Event, the number of
one one-thousandths of a share of Preferred Stock - Sixth
Series for which a FON Group Right would have been
exercisable if the Distribution Date had occurred on the
Business Day immediately preceding the date of such
Section 11(a)(ii) Event) immediately prior to the first
occurrence of a Section 11(a)(ii) Event, and (B) dividing
that product (which, following such first occurrence,
shall thereafter be referred to as the "FON Purchase
Price" for each FON Group Right and for all purposes of
this Agreement) by 50% of the Current Market Price
(determined pursuant to Section <PAGE> 11(d) hereof) per share
of the applicable class or series of FON Group Common
Stock on the date of such first occurrence (such number
of shares, the "FON Adjustment Shares"); which shares
shall be distributed in the same class or series of FON
Group Common Stock as the holder of the FON Group Right
was the record holder on the date of the first occurrence
of a Section 11(a)(ii) Event,
(x) each holder of a PCS Group Right shall
thereafter have the right to receive, upon exercise
thereof at the then current PCS Purchase Price in
accordance with the terms of this Agreement, in lieu of
a number of shares of one one-thousandth of a share of
Preferred Stock - Eighth Series, such number of shares of
the applicable class or series of PCS Group Common Stock
as shall equal the result obtained by (C) multiplying the
then current PCS Purchase Price by the number of one
one-thousandths of a share of Preferred Stock - Eighth Series
for which a PCS Group Right was exercisable (or, if the
Distribution Date shall not have occurred prior to the
date of such Section 11(a)(ii) Event, the number of one
one-thousandths of a share of Preferred Stock - Eighth
Series for which a PCS Group Right would have been
exercisable if the Distribution Date had occurred on the
Business Day immediately preceding the date of such
Section 11(a)(ii) Event) immediately prior to the first
occurrence of a Section 11(a)(ii) Event, and (D) dividing
that product (which, following such first occurrence,
shall thereafter be referred to as the "PCS Purchase
Price" for each PCS Group Right and for all purposes of
this Agreement) by 50% of the Current Market Price
(determined pursuant to Section 11(d) hereof) per share
of the applicable class or series of PCS Group Common
Stock on the date of such first occurrence (such number
of shares, the "PCS Adjustment Shares"); which shares
shall be distributed in the same class or series as the
holder of the PCS Group Right was the record holder on
the date of the first occurrence of a Section 11(a)(ii)
Event,
(y) each holder of a Old Class A Right shall
thereafter have the right to receive, upon exercise
thereof,
(1) to the extent theretofore
exercisable for Preferred Stock - Sixth Series (or
would have been exercisable if the Distribution
Date had occurred on the Business Day immediately
preceding the date of such Section 11(a)(ii) Event)
at the then current Old Class A Sixth Series
Purchase Price in accordance with the terms of this
Agreement, in lieu of a number of one one-
thousandths of a share of Preferred Stock - Sixth
Series, such number of shares of Old Class A Common
Stock (if prior to the filing of the Subsequent
Charter Amendment pursuant to K.S.A. Section
17-6003(d)) or Series 3 FON Stock (if after the filing
of the Subsequent Charter Amendment pursuant to
K.S.A. Section 17-6003(d)) as shall equal the
result obtained by (E) multiplying the then current
Old Class A Sixth Series Purchase Price by the then
number of one one-thousandths of a share of
Preferred Stock - Sixth Series for which an Old
Class A Right was exercisable (or, if the
Distribution Date shall not <PAGE> have occurred prior to
the date of such Section 11(a)(ii) Event, the
number of one one-thousandths of a share of
Preferred Stock - Sixth Series for which an Old
Class A Right would have been exercisable if the
Distribution Date had occurred on the Business Day
immediately preceding the date of such Section
11(a)(ii) Event) immediately prior to the first
occurrence of a Section 11(a)(ii) Event, and
(F) dividing that product (which, following such
first occurrence, shall thereafter be referred to
as the "Old Class A Sixth Series Purchase Price"
for each Old Class A Right and for all purposes of
this Agreement) by 50% of the Current Market Price
(determined pursuant to Section 11(d) hereof) per
share of the Old Class A Common Stock (if prior to
the filing of the Subsequent Charter Amendment
pursuant to K.S.A. Section 17-6003(d)) or Series 3
FON Stock (if after the filing of the Subsequent
Charter Amendment pursuant to K.S.A. Section
17-6003(d)) on the date of such first occurrence (such
number of shares, the "Old Class A Right FON
Adjustment Shares");
(2) to the extent theretofore
exercisable for Preferred Stock - Eighth Series (or
would have been exercisable if the Distribution
Date had occurred on the Business Day immediately
preceding the date of such Section 11(a)(ii) Event)
at the then current Old Class A Eighth Series
Purchase Price in accordance with the terms of this
Agreement, in lieu of a number of shares of one
one-thousandth of a share of Preferred Stock -
Eighth Series, such number of shares Old Class A
Common Stock (if prior to the filing of the
Subsequent Charter Amendment pursuant to K.S.A.
Section 17-6003(d)) or Series 3 PCS Stock (if after
the filing of the Subsequent Charter Amendment
pursuant to K.S.A. Section 17-6003(d)) as shall
equal the result obtained by (G) multiplying the
then current Old Class A Eighth Series Purchase
Price by the number of one one-thousandths of a
share of Preferred Stock - Eighth Series for which
an Old Class A Right was exercisable (or, if the
Distribution Date shall not have occurred prior to
the date of such Section 11(a)(ii) Event, the
number of one one-thousandths of a share of
Preferred Stock - Eighth Series for which an Old
Class A Right would have been exercisable if the
Distribution Date had occurred on the Business Day
immediately preceding the date of such Section
11(a)(ii) Event) immediately prior to the first
occurrence of a Section 11(a)(ii) Event, and
(H) dividing that product (which, following such
first occurrence, shall thereafter be referred to
as the "Old Class A Eighth Series Purchase Price"
for each Old Class A Right and for all purposes of
this Agreement) by 50% of the Current Market Price
(determined pursuant to Section 11(d) hereof) per
share of the Series 3 PCS Stock on the date of such
first occurrence (such number of shares, the "Old
Class A PCS Adjustment Shares");
(z) each holder of a Series DT Right shall
thereafter have the right to receive, upon exercise
thereof,
<PAGE>
(1) to the extent theretofore
exercisable for Preferred Stock - Sixth Series (or
would have been exercisable if the Distribution
Date had occurred on the Business Day immediately
preceding the date of such Section 11(a)(ii) Event)
at the then current Series DT Sixth Series Purchase
Price in accordance with the terms of this
Agreement, in lieu of a number of one one-
thousandths of a share of Preferred Stock - Sixth
Series, such number of shares of Class A Common
Stock - Series DT (if prior to the filing of the
Subsequent Charter Amendment pursuant to K.S.A.
Section 17-6003(d)) or Series 3 FON Stock (if after
the filing of the Subsequent Charter Amendment
pursuant to K.S.A. Section 17-6003(d)) as shall
equal the result obtained by (I) multiplying the
then current Series DT Sixth Series Purchase Price
by the then number of one one-thousandths of a
share of Preferred Stock - Sixth Series for which a
Series DT Right was exercisable (or, if the
Distribution Date shall not have occurred prior to
the date of such Section 11(a)(ii) Event, the
number of one one-thousandths of a share of
Preferred Stock - Sixth Series for which a Series
DT Right would have been exercisable if the
Distribution Date had occurred on the Business Day
immediately preceding the date of such Section
11(a)(ii) Event) immediately prior to the first
occurrence of a Section 11(a)(ii) Event, and
(J) dividing that product (which, following such
first occurrence, shall thereafter be referred to
as the "Series DT Sixth Series Purchase Price" for
each Series DT Right and for all purposes of this
Agreement) by 50% of the Current Market Price
(determined pursuant to Section 11(d) hereof) per
share of the Class A Common Stock - Series DT (if
prior to the filing of the Subsequent Charter
Amendment pursuant to K.S.A. Section 17-6003(d)) or
Series 3 FON Stock (if after the filing of the
Subsequent Charter Amendment pursuant to K.S.A.
Section 17-6003(d)) on the date of such first
occurrence (such number of shares, the "Series DT
Right FON Adjustment Shares");
(2) to the extent theretofore
exercisable for Preferred Stock - Eighth Series (or
would have been exercisable if the Distribution
Date had occurred on the Business Day immediately
preceding the date of such Section 11(a)(ii) Event)
at the then current Series DT Eighth Series
Purchase Price in accordance with the terms of this
Agreement, in lieu of a number of shares of one
one-thousandth of a share of Preferred Stock -
Eighth Series, such number of shares Class A Common
Stock - Series DT (if prior to the filing of the
Subsequent Charter Amendment pursuant to K.S.A.
Section 17-6003(d)) or Series 3 PCS Stock (if after
the filing of the Subsequent Charter Amendment
pursuant to K.S.A. Section 17-6003(d)) as shall
equal the result obtained by (K) multiplying the
then current Series DT Eighth Series Purchase Price
by the number of one one-thousandths of a share of
Preferred Stock - Eighth Series for which a Series
DT Right was exercisable (or, if the Distribution
Date shall not have occurred prior to the date of
such Section <PAGE> 11(a)(ii) Event, the number of one
one-thousandths of a share of Preferred Stock -
Eighth Series for which a Series DT Right would
have been exercisable if the Distribution Date had
occurred on the Business Day immediately preceding
the date of such Section 11(a)(ii) Event)
immediately prior to the first occurrence of a
Section 11(a)(ii) Event, and (L) dividing that
product (which, following such first occurrence,
shall thereafter be referred to as the "Series DT
Eighth Series Purchase Price" for each Series DT
Right and for all purposes of this Agreement) by
50% of the Current Market Price (determined
pursuant to Section 11(d) hereof) per share of the
Series 3 PCS Stock on the date of such first
occurrence (such number of shares, the "Series DT
PCS Adjustment Shares");
(iii) Subject to such limitations existing as of
the date hereof as are necessary to prevent a default under
any agreement to which the Company is a party, in the event
that the number of shares of FON Group Common Stock, PCS Group
Common Stock or Class A Common Stock which are authorized but
not outstanding or reserved for issuance for purposes other
than upon exercise of the FON Group Rights, PCS Group Rights,
Old Class A Rights, or Series DT Rights, as the case may be,
is less than the aggregate number of FON Adjustment Shares,
PCS Adjustment Shares, Old Class A Adjustment Shares or Series
DT Adjustment Shares issuable upon the exercise in full of the
FON Group Rights, PCS Group Rights, Old Class A Rights, or
Series DT Rights, as the case may be, in accordance with the
foregoing subparagraph (ii) of this Section 11(a), the Company
shall (A) determine the excess of (1) the value of the
applicable Adjustment Shares issuable upon the exercise of a
Right determined as set forth below (the "Current Value") over
(2) the applicable Purchase Price (such excess, the "Spread"),
and (B) with respect to each Right (subject to Section 7(e)
hereof), make adequate provision to substitute for the
applicable Adjustment Shares, upon the exercise of a Right and
payment of the applicable Purchase Price, (1) cash, (2) a
reduction in the applicable Purchase Price, (3) Common Stock
or other equity securities of the Company (including, without
limitation, shares, or units of shares, of preferred stock,
such as the Preferred Stock, which the Board has deemed to
have essentially the same value or economic rights as a share
of the applicable class or series of FON Group Common Stock,
PCS Group Common Stock, or Class A Common Stock, as applicable
(such shares of preferred stock being referred to as "Common
Stock Equivalents")), (4) debt securities of the Company, (5)
other assets, or (6) any combination of the foregoing, having
an aggregate value equal to the Current Value (less the amount
of any reduction in the applicable Purchase Price), where such
aggregate value has been determined by the Board based upon
the advice of a nationally recognized investment banking firm
selected by the Board; provided, however, that if the Company
shall not have made adequate provision to deliver value
pursuant to clause (B) above within thirty days following the
date on which the Company's right of redemption pursuant to
Section 23(a) expires (such date being referred to herein as
the "Section 11(a)(ii) Trigger Date"), then the Company shall
be obligated to deliver, (w) upon the surrender for exercise
of a FON Group Right and without requiring payment of the FON
Purchase Price (other than an amount equal to the par value of
the <PAGE> shares of FON Group Common Stock to be issued), shares of
the applicable class or series of FON Group Common Stock (to
the extent available) and then, if necessary, cash, which
shares and/or cash have an aggregate value equal to the
Spread, (x) upon the surrender for exercise of a PCS Group
Right and without requiring payment of the PCS Purchase Price
(other than an amount equal to the par value of the shares of
PCS Group Common Stock to be issued), shares of the applicable
class or series of PCS Group Common Stock (to the extent
available) and then, if necessary, cash, which shares and/or
cash have an aggregate value equal to the Spread, (y) upon
the surrender for exercise of an Old Class A Right and without
requiring payment of the applicable Old Class A Purchase Price
(other than an amount equal to the par value of the shares to
be issued), shares of Old Class A Common Stock, Series 3 FON
Stock or Series 3 PCS Stock, as the case may be (to the extent
available) and then, if necessary, cash, which shares and/or
cash have an aggregate value equal to the Spread, and (z) upon
the surrender for exercise of a Series DT Right and without
requiring payment of the applicable Series DT Purchase Price
(other than an amount equal to the par value of the shares to
be issued) shares of Class A Common Stock - Series DT, Series
3 FON Stock or Series 3 PCS Stock, as the case may be (to the
extent available), and then, if necessary, cash, which shares
and/or cash have an aggregate value equal to the Spread. If
the Board determines in good faith that it is likely that
sufficient additional shares of Common Stock could be
authorized for issuance upon exercise in full of the Rights,
the thirty day period set forth above may be extended to the
extent necessary, but not more than ninety days after the
Section 11(a)(ii) Trigger Date, in order that the Company may
seek shareholder approval for the authorization of such addi-
tional shares (such thirty day period, as it may be extended,
is herein called the "Substitution Period"). To the extent
that action is to be taken pursuant to the first and/or second
sentences of this Section 11(a) (iii), the Company (1) shall
provide, subject to Section 7(e) hereof, that such action
shall apply uniformly to all outstanding Rights, and (2) may
suspend the exercisability of the Rights until the expiration
of the Substitution Period in order to seek such shareholder
approval for such authorization of additional shares and/or to
decide the appropriate form of distribution to be made
pursuant to such first sentence and to determine the value
thereof. In the event of any such suspension, the Company
shall make a public announcement stating that the exerci-
sability of the Rights has been temporarily suspended, as well
as a public announcement at such time as the suspension is no
longer in effect. For purposes of this Section 11(a)(iii),
the Current Value of each Adjustment Share of the applicable
class or series shall be the Current Market Price per share of
the Common Stock of such class or series on the Section 11(a)-
(ii) Trigger Date and the per share or per unit value of any
Common Stock Equivalent to such Common Stock shall be deemed
to equal the Current Market Price per share of such Common
Stock on such date.
(iv) Notwithstanding anything in Section 11(a)(ii)
to the contrary, there shall not be deemed to have occurred a
Section 11(a)(ii) Event if a Person shall have inadvertently
become the Beneficial Owner of Voting Securities of the
Company then outstanding representing 15% or more of the
Voting Power of the Company (or in the case of the FT/DT
Parties (individually or in the aggregate), shares in excess
of the FT/DT Permitted Level) and within ten Business Days
after the date upon which the Company shall first become aware
of the occurrence of such an event, the Board of Directors in
its sole discretion (1) approves the beneficial ownership
interest then held by such Person or the FT/DT Parties
(individually and in the aggregate), or (2) provides such
Person or the FT/DT Parties a thirty day period to divest a
sufficient number of Voting Securities so as to decrease the
beneficial ownership of such Person to less than 15% of the
Voting Power of the Company (or in the case of the FT/DT
Parties (individually or in the aggregate), to not more than
the FT/DT <PAGE> Permitted Level) and such Person or the FT/DT
Parties have so divested at the end of any such thirty day
period.
(b) In case the Company shall fix a record date for
the issuance of rights, options or warrants to all holders of
the applicable Preferred Stock entitling them to subscribe for
or purchase (for a period expiring within forty-five (45)
calendar days after such record date) such Preferred Stock (or
shares having the same rights, privileges and preferences as
the shares of such Preferred Stock ("equivalent preferred
stock")) or securities convertible into such Preferred Stock
or equivalent preferred stock at a price per share of such
Preferred Stock or per share of equivalent preferred stock (or
having a conversion price per share, if a security convertible
into Preferred Stock or equivalent preferred stock) less than
the Current Market Price (as determined pursuant to Section
11(d) hereof) per share of such Preferred Stock on such record
date, the Purchase Price to be in effect after such record
date shall be determined by multiplying the Purchase Price in
effect immediately prior to such record date by a fraction,
the numerator of which shall be the number of shares of such
Preferred Stock and equivalent preferred stock outstanding on
such record date, plus the number of shares of such Preferred
Stock and equivalent preferred stock which the aggregate
offering price of the total number of shares of such Preferred
Stock and/or equivalent preferred stock so to be offered
(and/or the aggregate initial conversion price of the
convertible securities so to be offered) would purchase at
such Current Market Price, and the denominator of which shall
be the number of shares of such Preferred Stock and equivalent
preferred stock outstanding on such record date, plus the
number of additional shares of such Preferred Stock and/or
equivalent preferred stock to be offered for subscription or
purchase (or into which the convertible securities so to be
offered are initially convertible). In case such subscription
price may be paid by delivery of consideration part or all of
which may be in a form other than cash, the value of such
consideration shall be as determined in good faith by the
Board of Directors of the Company, whose determination shall
be described in a statement filed with the Rights Agent and
shall be binding on the Rights Agent and the holders of the
Rights. Shares of Preferred Stock and preferred stock
equivalents owned by or held for the account of the Company
shall not be deemed outstanding for the purpose of any such
computation. Such adjustment shall be made successively
whenever such a record date is fixed, and in the event that
such rights, options or warrants are not so issued, the
Purchase Price shall be adjusted to be the Purchase Price
which would then be in effect if such record date had not been
fixed.
(c) (i) In case the Company shall fix a record
date for a distribution to all holders of Preferred Stock -
Sixth Series (including any such distribution made in
<PAGE>
connection with a consolidation or merger in which the Company
is the continuing corporation) of evidences of indebtedness,
cash (other than a regular quarterly cash dividend out of the
earnings or retained earnings of the Company), assets (other
than a dividend payable in Preferred Stock - Sixth Series, but
including any dividend payable in stock other than Preferred
Stock - Sixth Series) or subscription rights or warrants
(excluding those referred to in Section 11(b) hereof), (A) the
FON Purchase Price to be in effect after such record date
shall be determined by multiplying the FON Purchase Price in
effect immediately prior to such record date by a fraction,
the numerator of which shall be the Current Market Price (as
determined pursuant to Section 11(d) hereof) per share of
Preferred Stock - Sixth Series on such record date, less the
fair market value (as determined in good faith by the Board of
Directors of the Company, whose determination shall be de-
scribed in a statement filed with the Rights Agent) of the
portion of the cash, assets or evidences of indebtedness so to
be distributed or of such subscription rights or warrants
applicable to a share of Preferred Stock - Sixth Series and
the denominator of which shall be such Current Market Price
(as determined pursuant to Section 11(d) hereof) per share of
Preferred Stock - Sixth Series and, (B) the Old Class A Sixth
Series Purchase Price and the Series DT Sixth Series Purchase
Price shall each be determined in the same manner as the FON
Purchase Price as set forth in clause (A) above. Such
adjustments shall be made successively whenever such a record
date is fixed, and in the event that such distribution is not
so made, the FON Purchase Price (and the Old Class A Sixth
Series Purchase Price and the Series DT Sixth Series Purchase
Price) shall be adjusted to be the FON Purchase Price (and the
Old Class A Sixth Series Purchase Price and the Series DT
Sixth Series Purchase Price, respectively) which would have
been in effect if such record date had not been fixed.
(ii) In case the Company shall fix a record
date for a distribution to all holders of Preferred Stock -
Eighth Series (including any such distribution made in
connection with a consolidation or merger in which the Company
is the continuing corporation) of evidences of indebtedness,
cash (other than a regular quarterly cash dividend out of the
earnings or retained earnings of the Company), assets (other
than a dividend payable in Preferred Stock - Eighth Series,
but including any dividend payable in stock other than
Preferred Stock - Eighth Series) or subscription rights or
warrants (excluding those referred to in Section 11(b)
hereof), (A) the PCS Purchase Price to be in effect after such
record date shall be determined by multiplying the PCS
Purchase Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the Current
Market Price (as determined pursuant to Section 11(d) hereof)
per share of Preferred Stock - Eighth Series on such record
date, less the fair market value (as determined in good faith
by the Board of Directors of the Company, whose determination
shall be described in a statement filed with the Rights Agent)
of the portion of the cash, assets or evidences of indebted-
ness so to be distributed or of such subscription rights or
warrants applicable to a share of Preferred Stock - Eighth
Series and the denominator of which shall be such Current
Market Price (as determined pursuant to Section 11(d) hereof)
per share of Preferred Stock - Eighth Series, and (B) the Old
Class A Eighth Series Purchase Price and the Series DT Eighth
Series shall each be determined in the same manner as the PCS
Purchase Price as set forth in clause (A) <PAGE> above. Such
adjustments shall be made successively whenever such a record
date is fixed, and in the event that such distribution is not
so made, the PCS Purchase Price (and the Old Class A Eighth
Series Purchase Price, and the Series DT Eighth Series
Purchase Price) shall be adjusted to be the PCS Purchase Price
(and the Old Class A Eighth Series Purchase Price, and the
Series DT Eighth Series Purchase Price, respectively) which
would have been in effect if such record date had not been
fixed.
((d) (i) For the purpose of any computation
hereunder, other than computations made pursuant to Section
11(a)(iii) hereof, the Current Market Price per share of the
applicable class or series of Common Stock on any date shall
be deemed to be the average of the daily closing prices per
share of such class or series of Common Stock for the thirty
consecutive Trading Days immediately prior to such date, and
for purposes of computations made pursuant to Section
11(a)(iii) hereof, the Current Market Price per share of the
applicable class or series of Common Stock on any date shall
be deemed to be the average of the daily closing prices per
share of such class or series of Common Stock for the ten
consecutive Trading Days immediately following such date;
provided, however, that in the event that the Current Market
Price per share of the applicable class or series of Common
Stock is determined during a period following the announcement
by the issuer of such class or series of Common Stock of (A)
a dividend or distribution on such class or series of Common
Stock payable in shares of such class or series of Common
Stock or securities convertible into shares of such class or
series of Common Stock (other than the Rights), or (B) any
subdivision, combination or reclassification of such class or
series of Common Stock, and the ex-dividend or ex-distribution
date for such dividend or distribution, or the record date for
such subdivision, combination or reclassification shall not
have occurred prior to the commencement of the requisite
thirty Trading Day or ten Trading Day period, as set forth
above, then, and in each such case, the Current Market Price
shall be properly adjusted to reflect the current market price
per share equivalent of such class or series of Common Stock;
provided, further, however, that (x) prior to the filing of
the Subsequent Amendment pursuant to K.S.A. Section
17-6003(d), the Current Market Price shall be deemed to be equal
(1) in the case of a share of Class A Common Stock or Series 2
Common Stock, the Current Market Price of a share of Sprint
Common Stock, and (2) in the case of a share of Series 3 PCS
Stock or Series 2 PCS Stock, as the case may be, the Current
Market Price of a share of Series 1 PCS Stock, and (y) after
the filing of the Subsequent Amendment pursuant to K.S.A.
Section 17-6003(d), the Current Market Price shall be deemed
to be equal, (3) in the case of Series 3 FON Stock or Series 2
FON Stock, as the case may be, the Current Market Price of a
share of Series 1 FON Stock, (4) in the case of Old Class A
Common Stock and Class A Common Stock - Series DT, the sum of
the Current Market Price of the number of shares (or fraction
of a share, as the case may be) of Series 1 FON Stock and of
the number of shares (or fraction of a share, as the case may
be) of Series 1 PCS Stock, which would then be received upon
conversion of Old Class A Common Stock and Class A Common
Stock - Series DT, assuming each such class and series was
then converted into Series 3 FON Stock and Series 3 PCS Stock
and then, in turn, converted into Series 1 FON Stock and
Series 1 PCS Stock, and (5) in the case of Series 3 PCS Stock
or Series 2 PCS Stock, as the case may be, the <PAGE> Current Market
Price of a share of Series 1 PCS Stock. The closing price for
each day shall be the last sale price, regular way, or, in
case no such sale takes place on such day, the average of the
closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, subject to the
second proviso in the first sentence of this Section 11(d)(i),
if the shares of the applicable class or series of Common
Stock are not listed or admitted to trading on the New York
Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed
on the principal national securities exchange on which the
shares of such class or series of Common Stock are listed or
admitted to trading or, if the shares of such class or series
of Common Stock are not listed or admitted to trading on any
national securities exchange, the last quoted price or, if not
so quoted, the average of the high bid and low asked prices in
the over-the-counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotation
System ("NASDAQ") or such other system then in use, or, if on
any such date the shares of such class or series of Common
Stock are not quoted by any such organization, the average of
the closing bid and asked prices as furnished by a
professional market maker making a market in such class or
series of Common Stock selected by the Board. Subject to the
second proviso in the first sentence of this Section 11(d)(i),
if on any such date no market maker is making a market in the
applicable class or series of Common Stock, the fair value of
such shares on such date as determined in good faith by the
Board shall be used. Subject to the second proviso in the
first sentence of this Section 11(d)(i), the term "Trading
Day" shall mean a day on which the principal national
securities exchange on which the shares of the applicable
class or series of Common Stock are listed or admitted to
trading is open for the transaction of business or, if the
shares of such class or series of Common Stock are not listed
or admitted to trading on any national securities exchange, a
Business Day. Subject to the second proviso in the first
sentence of this Section 11(d)(i), if the applicable class or
series of Common Stock is not publicly held or not so listed
or traded, Current Market Price per share shall mean the fair
value per share as determined in good faith by the Board,
whose determination shall be described in a statement filed
with the Rights Agent and shall be conclusive for all
purposes.
(ii) For the purpose of any computation hereunder,
the Current Market Price per share of the applicable series of
Preferred Stock shall be determined in the same manner as set
forth above for the applicable class or series of Common Stock
in clause (i) of this Section 11(d) (other than the last
sentence thereof). If the Current Market Price per share of
the applicable series of Preferred Stock cannot be determined
in the manner provided above or if such series of Preferred
Stock is not publicly held or listed or traded in a manner
described in clause (i) of this Section 11(d), the Current
Market Price per share of such series of Preferred Stock shall
be conclusively deemed to be an amount equal to 1,000 (as such
number may be appropriately adjusted for such events as stock
splits, stock dividends and recapitalizations with respect to
the applicable class or series of Common Stock occurring after
the date of this Agreement) multiplied by the Current Market
Price per share of such class or series of Common Stock
determined in accordance with the second proviso to the <PAGE> first
sentence of Section 11(d)(i). Subject to the second proviso
in the first sentence of this Section 11(d)(i), if neither the
applicable class or series of Common Stock nor the applicable
series of Preferred Stock is publicly held or so listed or
traded, Current Market Price per share of such series of
Preferred Stock shall mean the fair value per share as
determined in good faith by the Board, whose determination
shall be described in a statement filed with the Rights Agent
and shall be conclusive for all purposes. For all purposes of
this Agreement, the Current Market Price of one one-thousandth
of a share of the applicable series of Preferred Stock shall
be equal to the Current Market Price of one share of such
series of Preferred Stock divided by 1,000.
(e) Anything herein to the contrary notwithstanding, no
adjustment in the FON Purchase Price, the PCS Purchase Price, Old
Class A Purchase Price or Series DT Purchase Price shall be
required unless such adjustment would require an increase or
decrease of at least one percent (1%) in the FON Purchase Price,
the PCS Purchase Price, Old Class A Purchase Price or Series
DT Purchase Price, respectively; provided, however, that any
adjustments which by reason of this Section 11(e) are not required
to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Section 11
shall be made to the nearest cent or to the nearest ten-thousandth
of a share of the applicable class or series of Common Stock or
other share or one-millionth of a share of applicable series of
Preferred Stock, as the case may be. Notwithstanding the first
sentence of this Section 11(e), any adjustment required by this
Section 11 shall be made no later than the earlier of (i) three (3)
years from the date of the transaction which mandates such
adjustment, or (ii) the Expiration Date.
(f) If as a result of an adjustment made pursuant to
Section 11(a)(ii) or Section 13(a) hereof, the holder of any Right
thereafter exercised shall become entitled to receive any shares of
capital stock other than the applicable series of Preferred Stock,
thereafter the number of such other shares so receivable upon
exercise of any Right and the applicable Purchase Price thereof
shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with
respect to the applicable series of Preferred Stock contained in
Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and
the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect
to the applicable series of Preferred Stock shall apply on like
terms to any such other shares.
(g) All FON Group Rights, PCS Group Rights, Old Class A
Rights and Series DT Rights originally issued by the Company
subsequent to any adjustment made to the applicable Purchase Price
hereunder shall evidence the right to purchase, at the adjusted FON
Purchase Price, the adjusted PCS Purchase Price, the adjusted Class
A Purchase Price and the adjusted Series DT Purchase Price,
respectively, the number of one one-thousandths of a share of the
applicable series of Preferred Stock purchasable from time to time
hereunder upon exercise of the applicable Rights, all subject to
further adjustment as provided herein.
(h) Unless the Company shall have exercised its election
as provided in Section 11(i), upon each adjustment of the
applicable Purchase Price as a result of the calculations <PAGE> made in
Sections 11(b) and (c), each applicable Right outstanding
immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted applicable Purchase
Price, that number of one one-thousandths of a share of the
applicable series of Preferred Stock (calculated to the nearest
one-millionth) obtained by (i) multiplying (x) the number of one
one-thousandths of a share covered by a Right immediately prior to
this adjustment, by (y) the applicable Purchase Price in effect
immediately prior to such adjustment of the applicable Purchase
Price, and (ii) dividing the product so obtained by the applicable
Purchase Price in effect immediately after such adjustment of the
applicable Purchase Price.
(i) The Company may elect on or after the date of any
adjustment of the applicable Purchase Price to adjust the number of
applicable Rights, in lieu of any adjustment in the number of one
one-thousandths of a share of the applicable series of Preferred
Stock purchasable upon the exercise of a Right. Each of the Rights
outstanding after the adjustment in the number of Rights shall be
exercisable for the number of one one-thousandths of a share of the
applicable series of Preferred Stock for which a Right was
exercisable immediately prior to such adjustment. Each Right held
of record prior to such adjustment of the number of Rights shall
become that number of Rights (calculated to the nearest
one-millionth) obtained by dividing the applicable Purchase Price
in effect immediately prior to adjustment of the applicable
Purchase Price by the applicable Purchase Price in effect
immediately after adjustment of the applicable Purchase Price. The
Company shall make a public announcement of its election to adjust
the number of Rights, indicating the record date for the
adjustment, and, if known at the time, the amount of the adjustment
to be made. This record date may be the date on which the
applicable Purchase Price is adjusted or any day thereafter, but,
if the Rights Certificates have been issued, shall be at least ten
days later than the date of the public announcement. If Rights
Certificates have been issued, upon each adjustment of the number
of Rights pursuant to this Section 11(i), the Company shall, as
promptly as practicable, cause to be distributed to holders of
record of Rights Certificates on such record date Rights
Certificates evidencing, subject to Section 14 hereof, the
additional Rights to which such holders shall be entitled as a
result of such adjustment, or, at the option of the Company, shall
cause to be distributed to such holders of record in substitution
and replacement for the Rights Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if
required by the Company, new Rights Certificates evidencing all the
Rights to which such holders shall be entitled after such
adjustment. Rights Certificates so to be distributed shall be
issued, executed and countersigned in the manner provided for
herein (and may bear, at the option of the Company, the adjusted
Purchase Price) and shall be registered in the names of the holders
of record of Rights Certificates on the record date specified in
the public announcement.
(j) Irrespective of any adjustment or change in the
applicable Purchase Price or the number of one one-thousandths of
a share of the applicable series of Preferred Stock issuable upon
the exercise of the Rights, the Rights Certificates theretofore and
thereafter issued may continue to express the applicable Purchase
Price per one one-thousandths of a share of the applicable series
of Preferred Stock and the number of one one-thousandths of a share
of the applicable series of Preferred Stock which were expressed in
the initial Rights Certificates issued hereunder.
<PAGE>
(k) Before taking any action that would cause an
adjustment reducing the applicable Purchase Price below the then
stated value, if any, of the number of one one-thousandths of a
share of the applicable series of Preferred Stock or the par value,
if any, of any shares of any other capital stock, issuable upon
exercise of the Rights, the Company shall take any corporate action
which may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid and
nonassessable such number of one one-thousandths of a share of the
applicable series of Preferred Stock (or such other shares) at such
adjusted applicable Purchase Price. If, upon any exercise of the
Rights, a holder is to receive a combination of the applicable
class or series of Common Stock and the applicable class or series
of Common Stock Equivalents, a portion of the consideration paid
upon such exercise, equal to at least the then par value of a share
of such class or series of Common Stock, shall be allocated as the
payment for each share of such class or series of Common Stock so
received.
(l) In any case in which this Section 11 shall require
that an adjustment in the applicable Purchase Price be made
effective as of a record date for a specified event, the Company
may elect to defer until the occurrence of such event the issuance
to the holder of any Right exercised after such record date the
number of one one-thousandths of a share of the applicable class or
series of Preferred Stock and other capital stock or securities of
the Company, if any, issuable upon such exercise over and above the
number of one one-thousandths of a share of the applicable series
of Preferred Stock and other capital stock or securities of the
Company, if any, issuable upon such exercise on the basis of the
applicable Purchase Price in effect prior to such adjustment;
provided, however, that the Company shall deliver to such holder a
due bill or other appropriate instrument evidencing such holder's
right to receive such additional shares (fractional or otherwise)
or securities upon the occurrence of the event requiring such
adjustment.
(m) Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such
reductions in the applicable Purchase Price, in addition to those
adjustments expressly required by this Section 11, as and to the
extent that in its good faith judgment the Board of Directors of
the Company shall determine to be advisable in order that any
(i) consolidation or subdivision of the applicable series of
Preferred Stock, (ii) issuance wholly for cash of any shares of the
applicable series of Preferred Stock at less than the Current
Market Price, (iii) issuance wholly for cash of shares of the
applicable series of Preferred Stock or securities which by their
terms are convertible into or exchangeable for shares of the
applicable series of Preferred Stock, (iv) stock dividends or (v)
issuance of rights, options or warrants referred to in this
Section 11, hereafter made by the Company to holders of the
applicable series of Preferred Stock shall not be taxable to such
stockholders.
(n) The Company covenants and agrees that it shall not,
at any time after the Distribution Date and so long as all of the
Rights have not been redeemed pursuant to Section 23 hereof or
exchanged pursuant to Section 24 hereof, (i) consolidate with any
other Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof), (ii) merge
with or into any other Person (other than a Subsidiary of the
Company in a transaction which complies with Section 11(o) hereof),
or (iii) sell or transfer (or permit any Subsidiary to sell or
<PAGE>
transfer), in one transaction, or a series of related transactions,
assets or earning power aggregating more than 50% of the assets or
earning power of the Company and its Subsidiaries (taken as a
whole) to any other Person or Persons (other than the Company
and/or any of its Subsidiaries in one or more transactions each of
which complies with Section 11(o) hereof), if (x) at the time of or
immediately after such consolidation, merger or sale there are any
rights, warrants or other instruments or securities outstanding or
agreements in effect which would substantially diminish or
otherwise eliminate the benefits intended to be afforded by the
Rights or (y) prior to, simultaneously with or immediately after
such consolidation, merger or sale, the shareholders of the Person
who constitutes, or would constitute, the "Principal Party" for
purposes of Section 13(a) hereof shall have received a distribution
of Rights previously owned by such Person or any of its Affiliates
and Associates.
(o) The Company covenants and agrees that, after the
Distribution Date, it will not, except as permitted by Section 23,
Section 24 or Section 27 hereof, take (or permit any Subsidiary to
take) any action if at the time such action is taken it is
reasonably foreseeable that such action will diminish substantially
or otherwise eliminate the benefits intended to be afforded by the
Rights.
(p) Anything in this Agreement to the contrary
notwithstanding, in the event that the Company shall at any time
after the filing of the Initial Charter Amendment pursuant to
K.S.A. Section 17-6003(d) and prior to the Distribution Date (i)
declare a dividend on the outstanding shares of any class or series
of Common Stock payable in shares of such class or series of Common
Stock, (ii) subdivide the outstanding shares of any class or series
of Common Stock, or (iii) combine the outstanding shares of any
class or series of Common Stock into a smaller number of shares,
the number of Rights associated with each share of such class or
series of Common Stock then outstanding, or issued or delivered
thereafter but prior to the Distribution Date, shall be
proportionately adjusted so that the number of Rights thereafter
associated with each share of such class or series of Common Stock
following any such event shall equal the result obtained by
multiplying the number of Rights associated with each share of such
class or series of Common Stock immediately prior to such event by
a fraction the numerator of which shall be the total number of
shares of such class or series of Common Stock outstanding imme-
diately prior to the occurrence of the event and the denominator of
which shall be the total number of shares of such class or series
of Common Stock outstanding immediately following the occurrence of
such event.
Section 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR
NUMBER OF SHARES. Whenever an adjustment is made as provided in
Section 11 and Section 13 hereof, the Company shall (a) promptly
prepare a certificate setting forth such adjustment and a brief
statement of the facts accounting for such adjustment, (b) promptly
file with the Rights Agent, and with each transfer agent for the
applicable series of Preferred Stock and the applicable class or
series of Common Stock, a copy of such certificate, and (c) mail a
brief summary thereof to each holder of a Rights Certificate
evidencing the applicable Rights (or, if prior to the Distribution
Date, to each holder of a certificate representing shares of such
applicable class or series of Common Stock) in accordance with Sec-
tion 26 hereof. The Rights Agent shall be fully protected in
relying on any such certificate and on any adjustment therein
contained.
<PAGE>
Section 13. CONSOLIDATION, MERGER OR SALE OR TRANSFER
OF ASSETS OR EARNING POWER.
(a) In the event that, following the Stock Acquisition
Date (which for purposes of this Section 13(a) only shall also
include the date of the first public announcement (including,
without limitation, a report filed pursuant to Section 13(d) under
the Exchange Act) that any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company
or of any Subsidiary of the Company, or any Person or entity
organized, appointed or established by the Company for or pursuant
to the terms of any such plan), together with any of such Person's
Affiliates and Associates, has become the Beneficial Owner of
Voting Securities of the Company then outstanding representing 15%
or more of the Voting Power of the Company (or in the case of the
FT/DT Parties (individually or in the aggregate), shares in excess
of the FT/DT Permitted Level) pursuant to a Qualifying Offer),
directly or indirectly, (x) the Company shall consolidate with, or
merge with and into, any other Person (other than a Subsidiary of
the Company in a transaction which complies with Section 11(o)
hereof), and the Company shall not be the continuing or surviving
corporation of such consolidation or merger, (y) any Person (other
than a Subsidiary of the Company in a transaction which complies
with Section 11(o) hereof) shall consolidate with, or merge with or
into, the Company, and the Company shall be the continuing or
surviving corporation of such consolidation or merger and, in con-
nection with such consolidation or merger, all or part of the
outstanding shares of Common Stock shall be changed into or
exchanged for stock or other securities of any other Person or cash
or any other property, or (z) the Company shall sell or otherwise
transfer (or one or more of its Subsidiaries shall sell or
otherwise transfer), in one transaction or a series of related
transactions, assets or earning power aggregating more than 50% of
the assets or earning power of the Company and its Subsidiaries
(taken as a whole) to any Person or Persons (other than the Company
or any Subsidiary of the Company in one or more transactions each
of which complies with Section 11(o) hereof), then, upon the first
occurrence of such event (except as may be contemplated by Section
13(d) hereof), proper provision shall be made so that except as
provided in Section 7(e) hereof,
(A) each holder of a FON Group Right shall there-
after have the right to receive, upon the exercise thereof at
the then current FON Purchase Price, in accordance with the
terms of this Agreement, such number of validly authorized and
issued, fully paid, non-assessable and freely tradeable shares
of Common Stock of the Principal Party (as such term is
hereinafter defined), not subject to any liens, encumbrances,
rights of first refusal or other adverse claims, as shall be
equal to the result obtained by (1) multiplying the then
current FON Purchase Price by the number of one
one-thousandths of a share of Preferred Stock - Sixth Series
for which a FON Group Right is exercisable immediately prior
to the first occurrence of a Section 13 Event (or, if a
Section 11(a)(ii) Event has occurred prior to the first
occurrence of a Section 13 Event, multiplying the number of
such one one-thousandths of a share of Preferred Stock - Sixth
Series for which a FON Group Right was exercisable immediately
prior to the first occurrence of a Section 11(a)(ii) Event by
the FON Purchase Price in effect immediately prior to such
first occurrence), and dividing that product (which, following
the first occurrence of a Section 13 Event, shall be referred
to as the "FON <PAGE> Purchase Price" for each FON Group Right and
for all purposes of this Agreement) by (2) 50% of the Current
Market Price (determined pursuant to Section 11(d)(i) hereof)
per share of the Common Stock of such Principal Party on the
date of consummation of such Section 13 Event, provided that
the FON Purchase Price and the number of shares of Common
Stock of such Principal Party issuable upon exercise of each
FON Group Right shall be further adjusted as provided in
Section 11(f) of this Agreement to reflect any events
occurring in respect of such Principal Party after the date of
such Section 13 Event,
(B) each holder of a PCS Group Right shall there-
after have the right to receive, upon the exercise thereof at
the then current PCS Purchase Price, in accordance with the
terms of this Agreement, such number of validly authorized and
issued, fully paid, non-assessable and freely tradeable shares
of Common Stock of the Principal Party (as such term is
hereinafter defined), not subject to any liens, encumbrances,
rights of first refusal or other adverse claims, as shall be
equal to the result obtained by (1) multiplying the then
current PCS Purchase Price by the number of one
one-thousandths of a share of Preferred Stock - Eighth Series
for which a PCS Group Right is exercisable immediately prior
to the first occurrence of a Section 13 Event (or, if a
Section 11(a)(ii) Event has occurred prior to the first
occurrence of a Section 13 Event, multiplying the number of
such one one-thousandths of a share of Preferred Stock -
Eighth Series for which a PCS Group Right was exercisable
immediately prior to the first occurrence of a Section
11(a)(ii) Event by the PCS Purchase Price in effect
immediately prior to such first occurrence), and dividing that
product (which, following the first occurrence of a Section 13
Event, shall be referred to as the "PCS Purchase Price" for
each PCS Group Right and for all purposes of this Agreement)
by (2) 50% of the Current Market Price (determined pursuant to
Section 11(d)(i) hereof) per share of the Common Stock of such
Principal Party on the date of consummation of such Section 13
Event, provided that the PCS Purchase Price and the number of
shares of Common Stock of such Principal Party issuable upon
exercise of each PCS Group Right shall be further adjusted as
provided in Section 11(f) of this Agreement to reflect any
events occurring in respect of such Principal Party after the
date of such Section 13 Event;
(C) each holder of an Old Class A Right shall
thereafter have the right to receive upon exercise thereof,
(1) to the extent theretofore exercisable for
Preferred Stock - Sixth Series (or would have been
exercisable if the Distribution Date had occurred on the
Business Day immediately preceding the date of such
Section 13 Event) at the then current Old Class A Sixth
Series Purchase Price, in accordance with the terms of
this Agreement, such number of validly authorized and
issued, fully paid, non-assessable and freely tradeable
shares of Common Stock of the Principal Party (as such
term is hereinafter defined), not subject to any liens,
encumbrances, rights of first refusal or other adverse
claims, as shall be equal to the result obtained by
(I) multiplying the then current Old Class A Sixth Series
Purchase Price by the then number of one one-thousandths
of a share of Preferred Stock - Sixth Series for which an
Old Class A Right was exercisable immediately prior to
the first occurrence of a Section 13 Event, (or if a
Section 11(a)(ii) Event has occurred prior to the first
occurrence of a Section 13 Event, multiplying the number
of such one one-thousandths of a share of Preferred Stock
- Sixth Series for which an Old Class A <PAGE> Right was
exercisable immediately prior to the first occurrence of
a Section 11(a)(ii) Event by the Old Class A Sixth Series
Purchase Price in effect immediately prior to such first
occurrence), and dividing that product (which, following
the first occurrence of a Section 13 Event, shall be
referred to as the "Old Class A Sixth Series Purchase
Price" for each Old Class A Right and for all purposes of
this Agreement) by (II) 50% of the Current Market Price
(determined pursuant to Section 11(d)(i) hereof) per
share of the Common Stock of such Principal Party on the
date of consummation of such Section 13 Event, provided
that the Old Class A Sixth Series Purchase Price and the
number of shares of Common Stock of such Principal Party
issuable upon exercise of each Old Class A Right shall be
further adjusted as provided in Section 11(f) of this
Agreement to reflect any events occurring in respect of
such Principal Party after the date of such Section 13
Event,
(2) to the extent theretofore exercisable for
Preferred Stock - Eighth Series (or would have been
exercisable if the Distribution Date had occurred on the
Business Day immediately preceding the date of such
Section 13 Event) at the then current Old Class A Eighth
Series Purchase Price, in accordance with the terms of
this Agreement, such number of validly authorized and
issued, fully paid, non-assessable and freely tradeable
shares of Common Stock of the Principal Party (as such
term is hereinafter defined), not subject to any liens,
encumbrances, rights of first refusal or other adverse
claims, as shall be equal to the result obtained by
(I) multiplying the then current Old Class A Eighth
Series Purchase Price by the then number of one one-
thousandths of a share of Preferred Stock - Eighth Series
for which an Old Class A Right was exercisable
immediately prior to the first occurrence of a Section 13
Event, (or if a Section 11(a)(ii) Event has occurred
prior to the first occurrence of a Section 13 Event,
multiplying the number of such one one-thousandths of a
share of Preferred Stock - Eighth Series for which an Old
Class A Right was exercisable immediately prior to the
first occurrence of a Section 11(a)(ii) Event by the Old
Class A Eighth Series Purchase Price in effect
immediately prior to such first occurrence), and dividing
that product (which, following the first occurrence of a
Section 13 Event, shall be referred to as the "Old Class
A Eighth Series Purchase Price" for each Old Class A
Right and for all purposes of this Agreement) by (II) 50%
of the Current Market Price (determined pursuant to
Section 11(d)(i) hereof) per share of the Common Stock of
such Principal Party on the date of consummation of such
Section 13 Event, provided that the Old Class A Eighth
Series Purchase Price and the number of shares of Common
Stock of such Principal Party issuable upon exercise of
each Old Class A Right shall be further adjusted as
provided in Section 11(f) of this Agreement to reflect
any events occurring in respect of such Principal Party
after the date of such Section 13 Event,
<PAGE>
(D) each holder of a Series DT Right shall
thereafter have the right to receive upon exercise thereof,
(1) to the extent theretofore exercisable for
Preferred Stock - Sixth Series (or would have been
exercisable if the Distribution Date had occurred on the
Business Day immediately preceding the date of such
Section 13 Event) at the then current Series DT Sixth
Series Purchase Price, in accordance with the terms of
this Agreement, such number of validly authorized and
issued, fully paid, non-assessable and freely tradeable
shares of Common Stock of the Principal Party (as such
term is hereinafter defined), not subject to any liens,
encumbrances, rights of first refusal or other adverse
claims, as shall be equal to the result obtained by
(I) multiplying the then current Series DT Sixth Series
Purchase Price by the then number of one one-thousandths
of a share of Preferred Stock - Sixth Series for which a
Series DT Right was exercisable immediately prior to the
first occurrence of a Section 13 Event, (or if a Section
11(a)(ii) Event has occurred prior to the first
occurrence of a Section 13 Event, multiplying the number
of such one one-thousandths of a share of Preferred Stock
- Sixth Series for which a Series DT Right was
exercisable immediately prior to the first occurrence of
a Section 11(a)(ii) Event by the Series DT Sixth Series
Purchase Price in effect immediately prior to such first
occurrence), and dividing that product (which, following
the first occurrence of a Section 13 Event, shall be
referred to as the "Series DT Sixth Series Purchase
Price" for each Series DT Right and for all purposes of
this Agreement) by (II) 50% of the Current Market Price
(determined pursuant to Section 11(d)(i) hereof) per
share of the Common Stock of such Principal Party on the
date of consummation of such Section 13 Event, provided
that the Series DT Sixth Series Purchase Price and the
number of shares of Common Stock of such Principal Party
issuable upon exercise of each Series DT Right shall be
further adjusted as provided in Section 11(f) of this
Agreement to reflect any events occurring in respect of
such Principal Party after the date of such Section 13
Event,
(2) to the extent theretofore exercisable for
Preferred Stock - Eighth Series (or would have been
exercisable if the Distribution Date had occurred on the
Business Day immediately preceding the date of such
Section 13 Event) at the then current Series DT Eighth
Series Purchase Price, in accordance with the terms of
this Agreement, such number of validly authorized and
issued, fully paid, non-assessable and freely tradeable
shares of Common Stock of the Principal Party (as such
term is hereinafter defined), not subject to any liens,
encumbrances, rights of first refusal or other adverse
claims, as shall be equal to the result obtained by
(I) multiplying the then current Series DT Eighth Series
Purchase Price by the then number of one one-thousandths
of a share of Preferred Stock - Eighth Series for which
a Series DT Right was exercisable immediately prior to
the first occurrence of a Section 13 Event, (or if a
Section 11(a)(ii) Event has occurred prior to the first
occurrence of a Section 13 Event, multiplying the number
of such one one-thousandths of a share of Preferred Stock
- Eighth Series for which a Series DT Right <PAGE> was
exercisable immediately prior to the first occurrence of
a Section 11(a)(ii) Event by the Series DT Eighth Series
Purchase Price in effect immediately prior to such first
occurrence), and dividing that product (which, following
the first occurrence of a Section 13 Event, shall be
referred to as the "Series DT Eighth Series Purchase
Price" for each Series DT Right and for all purposes of
this Agreement) by (II) 50% of the Current Market Price
(determined pursuant to Section 11(d)(i) hereof) per
share of the Common Stock of such Principal Party on the
date of consummation of such Section 13 Event, provided
that the Series DT Eighth Series Purchase Price and the
number of shares of Common Stock of such Principal Party
issuable upon exercise of each Series DT Right shall be
further adjusted as provided in Section 11(f) of this
Agreement to reflect any events occurring in respect of
such Principal Party after the date of such Section 13
Event,
(i) such Principal Party shall thereafter be liable
for, and shall assume, by virtue of such Section 13 Event, all
the obligations and duties of the Company pursuant to this
Agreement;
(ii) the term "Company" shall thereafter be
deemed to refer to such Principal Party, it being specifically
intended that the provisions of Section 11 hereof shall apply
only to such Principal Party following the first occurrence of
a Section 13 Event;
(iii) such Principal Party shall take such steps
(including, but not limited to, the reservation of a
sufficient number of shares of its Common Stock) in connection
with the consummation of any such transaction as may be
necessary to assure that the provisions hereof shall
thereafter be applicable, as nearly as reasonably may be, in
relation to its shares of Common Stock thereafter deliverable
upon the exercise of the Rights; and
(iv) the provisions of Section 11(a)(ii) hereof
shall be of no effect following the first occurrence of any
Section 13 Event.
(b) "Principal Party" shall mean
(i) in the case of any transaction described in
clause (x) or (y) of the first sentence of Section 13(a): (A)
the Person that is the issuer of any securities into which
shares of Common Stock of the Company are converted in such
merger or consolidation, or if there is more than one such
issuer, the issuer of the shares of Common Stock which has the
greatest aggregate market value of shares outstanding, or (B)
if no securities are so issued, (1) the Person that is the
other party to the merger, if such Person survives said
merger, or, if there is more than one such Person, the Person
the shares of Common Stock of which has the greatest aggregate
market value of shares outstanding or (2) if the Person that
is the other party to the merger does not survive the merger,
the Person that does survive the merger (including the Company
if it survives) or (3) the Person resulting from the
consolidation; and
<PAGE>
(ii) in the case of any transaction described in
clause (z) of the first sentence of Section 13(a), the Person
that is the party receiving the greatest portion of the assets
or earning power transferred pursuant to such transaction or
transactions or, if each Person that is a party to such
transaction or transactions receives the same portion of the
assets or earning power so transferred or if the Person
receiving the greatest portion of the assets or earning power
cannot be determined, whichever of such Persons as is the
issuer of the shares of Common Stock having the greatest
aggregate market value of shares outstanding;
provided, however, that in any such case, (1) if the Common Stock
of such Person is not at such time and has not been continuously
over the preceding twelve (12) month period registered under
Section 12 of the Exchange Act, and such Person is a direct or
indirect Subsidiary of another Person the Common Stock of which is
and has been so registered, "Principal Party" shall refer to such
other Person; (2) in case such Person is a Subsidiary, directly or
indirectly, of more than one Person, the Common Stocks of two or
more of which are and have been so registered, "Principal Party"
shall refer to whichever of such Persons is the issuer of the
Common Stock having the greatest aggregate market value of shares
outstanding; and (3) in case such Person is owned, directly or
indirectly, by a joint venture formed by two or more Persons that
are not owned, directly or indirectly, by the same Person, the
rules set forth in (1) and (2) above shall apply to each of the
chains of ownership having an interest in such joint venture as if
such party were a "Subsidiary" of both or all of such joint
venturers and the Principal Parties in each such chain shall bear
the obligations set forth in this Section 13 in the same ratio as
their direct or indirect interests in such Person bear to the total
of such interests.
(c) The Company shall not consummate any such
consolidation, merger, sale or transfer unless the Principal Party
covenants and agrees that it will cause to be reserved and kept
available out of its authorized and unissued shares of Common Stock
or out of its authorized and issued shares held in its treasury,
the number of shares of its Common Stock that will be sufficient to
permit the exercise in full of all outstanding Rights under this
Section 13 and unless prior thereto the Company and such Principal
Party shall have executed and delivered to the Rights Agent a
supplemental agreement confirming that the requirements set forth
in paragraphs (a) and (b) of this Section 13 shall be promptly
performed in accordance with their terms and further providing
that, as soon as practicable after executing such agreement
pursuant to this Section 13, the Principal Party will
(i) prepare and file a registration statement under
the Act, with respect to the Rights and the securities
purchasable upon exercise of the Rights on an appropriate
form, and will use its best efforts to cause such registration
statement to (A) become effective as soon as practicable after
such filing and (B) remain effective (with a prospectus at all
times meeting the requirements of the Act) until the
Expiration Date and similarly comply with applicable state
securities laws;
<PAGE>
(ii) use its best efforts, if the shares of Common
Stock of the Principal Party shall be listed or admitted to
trading on a national securities exchange or NASDAQ to list or
admit to trading (or continue the listing of) the Rights and
the securities purchasable upon exercise of the Rights on such
securities exchange or NASDAQ and, if the shares of Common
Stock of the Principal Party shall not be listed or admitted
to trading on a national securities exchange or NASDAQ, to
cause the Rights and the securities purchasable upon exercise
of the Rights to be reported by such other system then in use;
(iii) will deliver to holders of the Rights
historical financial statements for the Principal Party and
each of its Affiliates which comply in all respects with the
requirements for registration on Form 10 under the Exchange
Act; and
(iv) obtain waivers of any rights of first refusal
or preemptive rights in respect of the shares of Common Stock
of the Principal Party subject to purchase upon exercise of
outstanding Rights.
The provisions of this Section 13 shall similarly apply to
successive mergers or consolidations or sales or other transfers.
In the event that a Section 13 Event shall occur at any time after
the occurrence of a Section 11(a)(ii) Event, the Rights which have
not theretofore been exercised shall thereafter become exercisable
in the manner described in Section 13(a). If, for any reason, the
Rights cannot be exercised for Common Stock of the Company or such
Principal Party, then a holder of Rights will have the right to
exchange his Rights for cash from the Company or such Principal
Party in an amount equal to the number of shares of such Common
Stock he would otherwise be entitled to purchase times 50% of the
then Current Market Price, as determined pursuant to Section
11(d)(i) hereof, of such stock of such Principal Party or the
Company. If, for any reason, including, without limitation, if
such Principal Party is an individual, private partnership or
private company, the foregoing formulation cannot be applied to
determine the cash amount into which the Rights are exchangeable,
then the Board of Directors of the Company, based upon the advice
from one or more investment banking firms, shall determine such
amount reasonably and with good faith to the holders of Rights.
Any such determination shall be binding and final.
(d) Notwithstanding anything in this Agreement to the
contrary, Section 13 shall not be applicable to a transaction
described in subparagraphs (x) and (y) of Section 13(a) if (i) such
transaction is consummated with a Person or Persons who acquired
shares of Common Stock pursuant to a Qualifying Offer (or a wholly
owned Subsidiary of any such Person or Persons), (ii) the price per
share of the applicable class or series of Common Stock offered in
such transaction is not less than the price per share of such class
or series of Common Stock paid to all holders of shares of such
class or series of Common Stock whose shares were purchased
pursuant to such Qualifying Offer and (iii) the form of
consideration being offered to the remaining holders of shares of
Common Stock pursuant to such transaction is the same as the form
of consideration paid pursuant to such Qualifying Offer. Upon
consummation of any such transaction contemplated by this Section
13(d), all Rights hereunder shall expire.
<PAGE>
Section 14. FRACTIONAL RIGHTS AND FRACTIONAL SHARES.
(a) The Company shall not be required to issue fractions
of Rights, except prior to the Distribution Date as provided in
Section 11(p) hereof, or to distribute Rights Certificates which
evidence fractional Rights. In lieu of such fractional Rights,
there shall be paid to the registered holders of the Rights
Certificates with regard to which such fractional Rights would
otherwise be issuable, an amount in cash equal to the same fraction
of the current market value of a whole Right. For purposes of this
Section 14(a), the current market value of a whole Right shall be
the closing price of the Rights for the Trading Day immediately
prior to the date on which such fractional Rights would have been
otherwise issuable. The closing price of the Rights for any day
shall be the last sale price, regular way, or, in case no such sale
takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock
Exchange or, if the Rights are not listed or admitted to trading on
the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on
which the Rights are listed or admitted to trading, or if the
Rights are not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the
over-the-counter market, as reported by NASDAQ or such other system
then in use or, if on any such date the Rights are not quoted by
any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market
in the Rights selected by the Board of Directors of the Company.
If on any such date no such market maker is making a market in the
Rights the fair value of the Rights on such date as determined in
good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions
of shares of Preferred Stock (other than, except as provided in
Section 7(c), fractions which are integral multiples of one
one-thousandth of a share of Preferred Stock) upon exercise of the
Rights or to distribute certificates which evidence fractional
shares of Preferred Stock (other than fractions which are integral
multiples of one one-thousandth of a share of Preferred Stock).
Fractions of shares of Preferred Stock in integral multiples of one
one-thousandth of a share of Preferred Stock may, at the election
of the Company, be evidenced by depositary receipts, pursuant to an
appropriate agreement between the Company and a depositary selected
by it, provided that such agreement shall provide that the holders
of such depositary receipts shall have all the rights, privileges
and preferences to which they are entitled as beneficial owners of
the shares of Preferred Stock represented by such depositary
receipts. In lieu of fractional shares of Preferred Stock that are
not integral multiples of one one-thousandth of a share of
Preferred Stock, the Company may pay to the registered holders of
Rights Certificates at the time such Rights are exercised as herein
provided an amount in cash equal to the same fraction of the
current market value of one one-thousandth of a share of Preferred
Stock. For purposes of this Section 14(b), the current market
value of one one-thousandth of a share of Preferred Stock shall be
one one-thousandth of the closing price of a share of Preferred
Stock (as determined pursuant to Section 11(d)(ii) hereof) for the
Trading Day immediately prior to the date of such exercise.
<PAGE>
(c) Following the occurrence of a Triggering Event, the
Company shall not be required to issue fractions of shares of
Common Stock upon exercise of the Rights or to distribute
certificates which evidence fractional shares of Common Stock. In
lieu of fractional shares of Common Stock, the Company may pay to
the registered holders of Rights Certificates at the time such
Rights are exercised as herein provided an amount in cash equal to
the same fraction of the current market value of one (1) share of
the applicable class or series of Common Stock which such holder
would otherwise have been entitled to receive. For purposes of
this Section 14(c), the current market value of one share of the
applicable class or series of Common Stock shall be the closing
price of one share of such class or series of Common Stock (as
determined pursuant to Section 11(d)(i) hereof) for the Trading Day
immediately prior to the date of such exercise.
(d) The holder of a Right by the acceptance of the
Rights expressly waives his right to receive any fractional Rights
or any fractional shares upon exercise of a Right, except as
permitted by this Section 14.
Section 15. RIGHTS OF ACTION. All rights of action in
respect of this Agreement are vested in the respective registered
holders of the Rights Certificates (and, prior to the Distribution
Date, the registered holders of the Common Stock); and any
registered holder of any Rights Certificate (or, prior to the
Distribution Date, of the Common Stock), without the consent of the
Rights Agent or of the holder of any other Rights Certificate (or,
prior to the Distribution Date, of the Common Stock), may, in his
own behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company to
enforce, or otherwise act in respect of, his right to exercise the
Rights evidenced by such Rights Certificate in the manner provided
in such Rights Certificate and in this Agreement. Without limiting
the foregoing or any remedies available to the holders of Rights,
it is specifically acknowledged that the holders of Rights would
not have an adequate remedy at law for any breach of this Agreement
and shall be entitled to specific performance of the obligations
hereunder and injunctive relief against actual or threatened
violations of the obligations hereunder of any Person subject to
this Agreement.
Section 16. AGREEMENT OF RIGHTS HOLDERS. Every holder
of a Right, by accepting the same, consents and agrees with the
Company and the Rights Agent and with every other holder of a Right
that:
(a) prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of Common Stock;
(b) after the Distribution Date, the Rights Certificates
are transferable only on the registry books of the Rights Agent if
surrendered at the principal office or offices of the Rights Agent
designated for such purposes, duly endorsed or accompanied by a
proper instrument of transfer and with the appropriate forms and
certificates fully executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the
Company and the Rights Agent may deem and treat the person in whose
name a Rights Certificate (or, prior to the Distribution <PAGE> Date, the
associated Common Stock certificate) is registered as the absolute
owner thereof and of the Rights evidenced thereby (notwithstanding
any notations of ownership or writing on the Rights Certificates or
the associated Common Stock certificate made by anyone other than
the Company or the Rights Agent) for all purposes whatsoever, and
neither the Company nor the Rights Agent, subject to the
penultimate sentence of Section 7(e) hereof, shall be required to
be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the
contrary, neither the Company nor the Rights Agent shall have any
liability to any holder of a Right or other Person as a result of
its inability to perform any of its obligations under this
Agreement by reason of any preliminary or permanent injunction or
other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative
agency or commission, or any statute, rule, regulation or executive
order promulgated or enacted by any governmental authority,
prohibiting or otherwise restraining performance of such
obligation; provided, however, the Company must use all reasonable
efforts to have any such order, decree or ruling lifted or
otherwise overturned as soon as possible.
Section 17. RIGHTS CERTIFICATE HOLDER NOT DEEMED A
STOCKHOLDER. No holder, as such, of any Rights Certificate shall
be entitled to vote, receive dividends or be deemed for any purpose
the holder of the number of one one-thousandths of a share of
Preferred Stock or any other securities of the Company which may at
any time be issuable on the exercise of the Rights represented
thereby, nor shall anything contained herein or in any Rights
Certificate be construed to confer upon the holder of any Rights
Certificate, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon
any matter submitted to stockholders at any meeting thereof, or to
give or withhold consent to any corporate action, or to receive no-
tice of meetings or other actions affecting stockholders (except as
provided in Section 25 hereof), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights
evidenced by such Rights Certificate shall have been exercised in
accordance with the provisions hereof.
Section 18. CONCERNING THE RIGHTS AGENT.
(a) The Company agrees to pay to the Rights Agent
reasonable compensation for all services rendered by it hereunder
and, from time to time, on demand of the Rights Agent, its
reasonable expenses and counsel fees and disbursements and other
disbursements incurred in the administration and execution of this
Agreement and the exercise and performance of its duties hereunder.
The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability, or expense, incurred
without negligence, bad faith or willful misconduct on the part of
the Rights Agent, for anything done or omitted by the Rights Agent
in connection with the acceptance and administration of this
Agreement, including the costs and expenses of defending against
any claim of liability in the premises (including reasonable
counsel fees and expenses).
(b) The Rights Agent shall be protected and shall incur
no liability for or in respect of any action taken, suffered or
omitted by it in connection with its administration of this
Agreement <PAGE> in reliance upon any Rights Certificate or certificate
for Common Stock or for other securities of the Company, instrument
of assignment or transfer, power of attorney, endorsement,
affidavit, letter, notice, direction, consent, certificate,
statement, or other paper or document believed by it to be genuine
and to be signed, executed and, where necessary, verified or
acknowledged, by the proper Person or Persons.
Section 19. MERGER OR CONSOLIDATION OR CHANGE OF NAME
OF RIGHTS AGENT.
(a) Any corporation into which the Rights Agent or any
successor Rights Agent may be merged or with which it may be
consolidated, or any corporation resulting from any merger or
consolidation to which the Rights Agent or any successor Rights
Agent shall be a party, or any corporation succeeding to the
corporate trust business of the Rights Agent or any successor
Rights Agent, shall be the successor to the Rights Agent under this
Agreement without the execution or filing of any paper or any
further act on the part of any of the parties hereto; provided,
however, that such corporation would be eligible for appointment as
a successor Rights Agent under the provisions of Section 21 hereof.
In case at the time such successor Rights Agent shall succeed to
the agency created by this Agreement, any of the Rights
Certificates shall have been countersigned but not delivered, any
such successor Rights Agent may adopt the countersignature of a
predecessor Rights Agent and deliver such Rights Certificates so
countersigned; and in case at that time any of the Rights
Certificates shall not have been countersigned, any successor
Rights Agent may countersign such Rights Certificates either in the
name of the predecessor or in the name of the successor Rights
Agent; and in all such cases such Rights Certificates shall have
the full force provided in the Rights Certificates and in this
Agreement.
(b) In case at any time the name of the Rights Agent
shall be changed and at such time any of the Rights Certificates
shall have been countersigned but not delivered, the Rights Agent
may adopt the countersignature under its prior name and deliver
Rights Certificates so countersigned; and in case at that time any
of the Rights Certificates shall not have been countersigned, the
Rights Agent may countersign such Rights Certificates either in its
prior name or in its changed name; and in all such cases such
Rights Certificates shall have the full force provided in the
Rights Certificates and in this Agreement.
Section 20. DUTIES OF RIGHTS AGENT. The Rights Agent
undertakes the duties and obligations imposed by this Agreement
upon the following terms and conditions, by all of which the
Company and the holders of Rights Certificates, by their acceptance
thereof, shall be bound:
(a) The Rights Agent may consult with legal counsel (who
may be legal counsel for the Company), and the opinion of such
counsel shall be full and complete authorization and protection to
the Rights Agent as to any action taken or omitted by it in good
faith and in accordance with such opinion.
(b) Whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable
that any fact or matter (including, without limitation, the
<PAGE>
identity of any Acquiring Person and the determination of "Current
Market Price") be proved or established by the Company prior to
taking or omitting any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established
by a certificate signed by the Chairman of the Board, any Vice
Chairman, the President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary of
the Company and delivered to the Rights Agent; and such certificate
shall be full authorization to the Rights Agent for any action
taken or omitted in good faith by it under the provisions of this
Agreement in reliance upon such certificate.
(c) The Rights Agent shall be liable hereunder only for
its own negligence, bad faith or willful misconduct.
(d) The Rights Agent shall not be liable for or by
reason of any of the statements of fact or recitals contained in
this Agreement or in the Rights Certificates or be required to
verify the same (except as to its countersignature on such Rights
Certificates), but all such statements and recitals are and shall
be deemed to have been made by the Company only.
(e) The Rights Agent shall not be under any
responsibility in respect of the validity of this Agreement or the
execution and delivery hereof (except the due execution hereof by
the Rights Agent) or in respect of the validity or execution of any
Rights Certificate (except its countersignature thereof); nor shall
it be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Rights Certificate;
nor shall it be responsible for any adjustment required under the
provisions of Section 11 or Section 13 hereof or responsible for
the manner, method or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such
adjustment (except with respect to the exercise of Rights evidenced
by Rights Certificates after actual notice of any such adjustment);
nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation
of any shares of Common Stock or Preferred Stock to be issued
pursuant to this Agreement or any Rights Certificate or as to
whether any shares of Common Stock or Preferred Stock will, when so
issued, be validly authorized and issued, fully paid and
nonassessable.
(f) The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed,
acknowledged and delivered all such further and other acts,
instruments and assurances as may reasonably be required by the
Rights Agent for the carrying out or performing by the Rights Agent
of the provisions of this Agreement.
(g) The Rights Agent is hereby authorized and directed
to accept instructions with respect to the performance of its
duties hereunder from the Chairman of the Board, any Vice Chairman,
the President, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer or any Assistant Treasurer of the Company,
and to apply to such officers for advice or instructions in
connection with its duties, and it shall not be liable for any
action taken or omitted to be taken by it in good faith in
accordance with instructions of any such officer.
<PAGE>
(h) The Rights Agent and any stockholder, director,
officer or employee of the Rights Agent may buy, sell or deal in
any of the Rights or other securities of the Company or become
pecuniarily interested in any transaction in which the Company may
be interested, or contract with or lend money to the Company or
otherwise act as fully and freely as though it were not Rights
Agent under this Agreement. Nothing herein shall preclude the
Rights Agent from acting in any other capacity for the Company or
for any other legal entity.
(i) The Rights Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty hereunder
either itself or by or through its attorneys or agents, and the
Rights Agent shall not be answerable or accountable for any act,
default, neglect or misconduct of any such attorneys or agents or
for any loss to the Company resulting from any such act, default,
neglect or misconduct; provided, however, reasonable care was
exercised in the selection and continued employment thereof.
(j) No provision of this Agreement shall require the
Rights Agent to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties
hereunder or in the exercise of its rights if there shall be
reasonable grounds for believing that repayment of such funds or
adequate indemnification against such risk or liability is not
reasonably assured to it.
(k) If, with respect to any Right Certificate
surrendered to the Rights Agent for exercise or transfer, the
certificate attached to the form of assignment or form of election
to purchase, as the case may be, has either not been completed or
indicates an affirmative response to clause 1 and/or 2 thereof, the
Rights Agent shall not take any further action with respect to such
requested exercise or transfer without first consulting with the
Company.
Section 21. CHANGE OF RIGHTS AGENT. The Rights Agent
or any successor Rights Agent may resign and be discharged from its
duties under this Agreement upon thirty days' notice in writing
mailed to the Company, and shall provide notice thereof to each
transfer agent of the Common Stock and Preferred Stock, by
registered or certified mail, and to the holders of the Rights
Certificates in accordance with Section 26 hereof, or, if prior to
the Distribution Date, to the holders of Rights through any filing
made by the Company pursuant to the Exchange Act. The Company may
remove the Rights Agent or any successor Rights Agent upon thirty
days' notice in writing mailed to the Rights Agent or successor
Rights Agent, as the case may be, and shall provide notice thereof
to each transfer agent of the Common Stock and Preferred Stock, by
registered or certified mail, and to the holders of the Rights
Certificates in accordance with Section 26 hereof, or, if prior to
the Distribution Date, to the holders of Rights through any filing
made by the Company pursuant to the Exchange Act. If the Rights
Agent shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor to the
Rights Agent. If the Company shall fail to make such appointment
within a period of thirty days after giving notice of such removal
or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the
holder of a Rights Certificate (who shall, with such notice, submit
his Rights Certificate for inspection by the Company), then any
registered holder of any Rights Certificate or <PAGE> the resigning or
removed Rights Agent may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such
a court, shall be a corporation organized and doing business under
the laws of the United States or of the State of Kansas, the State
of Missouri or the State of New York (or of any other state of the
United States so long as such corporation is authorized to do
business as a banking institution in the State of Kansas, the State
of Missouri or the State of New York), in good standing, having a
principal office in the State of Kansas, the State of Missouri or
the State of New York, which is authorized under such laws to
exercise corporate trust powers and is subject to supervision or
examination by federal or state authority and which has at the time
of its appointment as Rights Agent a combined capital and surplus
of at least $100,000,000. After appointment, the successor Rights
Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent
without further act or deed; but the predecessor Rights Agent shall
deliver and transfer to the successor Rights Agent any property at
the time held by it hereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for the purpose. Not
later than the effective date of any such appointment, the Company
shall file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Common Stock and the Preferred
Stock, and mail a notice thereof in writing to the registered
holders of the Rights Certificates in accordance with Section 26
hereof, or, if prior to the Distribution Date, give notice to the
holders of Rights through any filing made by the Company pursuant
to the Exchange Act. Failure to give any notice provided for in
this Section 21, however, or any defect therein, shall not affect
the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as
the case may be.
Section 22. ISSUANCE OF NEW RIGHTS CERTIFICATES.
Notwithstanding any of the provisions of this Agreement or of the
Rights to the contrary, the Company may, at its option, issue new
Rights Certificates evidencing Rights in such form as may be
approved by its Board of Directors to reflect any adjustment or
change in the Purchase Price and the number or kind or class of
shares or other securities or property purchasable under the Rights
Certificates made in accordance with the provisions of this
Agreement. In addition, in connection with the issuance or sale of
shares of Common Stock following the Distribution Date and prior to
the redemption or expiration of the Rights, the Company (a) shall,
with respect to shares of Common Stock so issued or sold pursuant
to the exercise of stock options or under any employee plan or
arrangement, granted or awarded as of the Distribution Date, or
upon the exercise, conversion or exchange of securities hereinafter
issued by the Company, and (b) may, in any other case, if deemed
necessary or appropriate by the Board of Directors of the Company,
issue Rights Certificates representing the appropriate number of
Rights in connection with such issuance or sale; provided, however,
that (i) no such Rights Certificate shall be issued and this
sentence shall be null and void ab initio if, and to the extent
that, the Company shall be advised by counsel that such issuance
would create a significant risk of material adverse tax
consequences to the Company or the Person to whom such Rights
Certificate would be issued, and (ii) no such Rights Certificate
shall be issued if, and to the extent that, appropriate adjustment
shall otherwise have been made in lieu of the issuance thereof.
<PAGE>
Section 23. REDEMPTION AND TERMINATION.
(a) The Board of Directors of the Company may, at its
option, at any time prior to the earlier of (i) the close of
business on the tenth Business Day following the Stock Acquisition
Date (or, if the Stock Acquisition Date shall have occurred prior
to the time the Initial Charter Amendment has been filed pursuant
to K.S.A. Section 17-6003(d)), the close of business on the tenth
Business Day following the date of such filing), or (ii) the time
at which the Rights expire pursuant to this Agreement, redeem all
but not less than all the then outstanding Rights at a redemption
price of $.01 per Right, as such amount may be appropriately
adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such redemption price
being hereinafter referred to as the "Redemption Price").
Notwithstanding anything contained in this Agreement to the
contrary, the Rights shall not be exercisable after the first
occurrence of a Section 11(a)(ii) Event until such time as the
Company's right of redemption hereunder has expired. The Company
may, at its option, pay the Redemption Price in cash, shares of any
class or series of Common Stock (based on the Current Market Price
of the applicable class or series of Common Stock at the time of
redemption) or any other form of consideration deemed appropriate
by the Board of Directors. The redemption of the Rights may be
made effective at such time, on such basis and with such conditions
as the Board of Directors in its sole discretion may establish.
(b) Immediately upon the action of the Board of
Directors of the Company ordering the redemption of the Rights
pursuant to Section 23(a) (or at such later time as the Board of
Directors may establish for the effectiveness of such redemption),
notice of which shall have been provided to the Rights Agent, and
without any further action and without any notice, the right to
exercise the Rights will terminate and the only right thereafter of
the holders of Rights shall be to receive the Redemption Price for
each Right so held. Promptly after the action of the Board of
Directors ordering the redemption of the Rights becoming effective,
the Company shall mail a notice of such redemption to the Rights
Agent and the holders of the then outstanding Rights in accordance
with Section 26 hereof (provided that the failure to give, or any
defect in, such notice shall not affect the validity of such
redemption). Any notice which is mailed in the manner provided in
Section 26 hereof shall be deemed given, whether or not the holder
receives the notice. Each such notice of redemption will state the
method by which the payment of the Redemption Price will be made.
Section 24. EXCHANGE.
(a) The Board of Directors of the Company may, at its
option, at any time after any Person becomes an Acquiring Person,
exchange all or part of the then outstanding and exercisable Rights
(which shall not include Rights that have become void pursuant to
the provisions of Section 7(e) hereof) for shares of Common Stock
at an exchange ratio of one share of Common Stock per Right,
appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring after the date hereof (such
exchange ratio being hereinafter referred to as the "Exchange
Ratio"), provided that the shares of Common Stock so exchanged
shall be of the same class or series which the holders of such
Rights would have been entitled to receive upon the exercise
thereof. Notwithstanding the foregoing, the Board of Directors
shall not be empowered to effect such <PAGE> exchange at any time after
any Person (other than (i) the Company, (ii) any Subsidiary of the
Company, (iii) any employee benefit plan of the Company or any
Subsidiary of the Company, or any person or entity organized,
appointed or established by the Company for or pursuant to the
terms of any such plan), together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner of Voting
Securities of the Company then outstanding representing 50% or more
of the Voting Power of the Company.
(b) Immediately upon the action of the Board of
Directors of the Company ordering the exchange of any Rights
pursuant to Section 24(a) and without any further action and
without any notice, the right to exercise such Rights shall
terminate and the only right thereafter of a holder of such Rights
shall be to receive that number of shares of Common Stock equal to
the number of such Rights held by such holder multiplied by the
Exchange Ratio, provided that the shares of Common Stock so
exchanged shall be of the same class or series which the holder of
such Rights would have been entitled to receive upon the exercise
thereof. The Company shall promptly make a public announcement of
any such exchange; provided, however, that the failure to make, or
any defect in, such public announcement shall not affect the
validity of such exchange. Promptly after the action of the Board
of Directors ordering the exchange of the Rights becoming
effective, the Company shall mail a notice of such exchange to the
Rights Agent and all of the holders of the then outstanding Rights
in accordance with Section 26 hereof (provided that the failure to
give, or any defect in, such notice shall not affect the validity
of such exchange). Any notice which is mailed in the manner
provided in Section 26 hereof shall be deemed given, whether or not
the holder receives the notice. Each such notice of exchange will
state the method by which the exchange of the shares of Common
Stock for Rights will be effected and, in the event of any partial
exchange, the number of Rights which will be exchanged. Any
partial exchange shall be effected based on the number of Rights
(other than Rights which have become void pursuant to the
provisions of Section 7(e) hereof) held by each holder of Rights.
(c) In the event that there shall not be authorized and
unissued shares of the applicable class or series of Common Stock
and/or authorized and issued shares of the applicable class or
series of Common Stock held in its treasury sufficient to permit
any exchange of Rights as contemplated in accordance with this
Section 24, the Company shall take all such action as may be
necessary to authorize additional shares of the applicable class or
series of Common Stock for issuance upon exchange of the Rights.
In the event the Company shall, after good faith effort, be unable
to take all such action as may be necessary to authorize such
additional shares of the applicable class or series of Common
Stock, the Company shall substitute, for each share of such class
or series of Common Stock that would otherwise be issuable upon
exchange of a Right, a number of shares of the applicable series of
Preferred Stock or fraction thereof (subject to Section 14(b)
hereof) such that the Current Market Price per share of the
applicable series of Preferred Stock multiplied by such number or
fraction is equal to the Current Market Price per share of such
class or series of Common Stock as of the date of issuance of such
shares of such series of Preferred Stock or fraction thereof.
(d) The Company shall not be required to issue fractions
of shares of Common Stock or to distribute certificates which
evidence fractional shares of Common Stock. In lieu of such
<PAGE>
fractional shares of Common Stock, the Company shall pay to the
registered holders of the Right Certificates with regard to which
such fractional shares of Common Stock would otherwise be issuable
an amount in cash equal to the same fraction of the Current Market
Price per share of the applicable class or series of Common Stock
as of the Trading Day immediately prior to the record date of
exchange pursuant to this Section 24.
Section 25. NOTICE OF CERTAIN EVENTS.
(a) In case the Company shall propose, at any time after
the Distribution Date, (i) to pay any dividend payable in stock of
any class to the holders of Preferred Stock or to make any other
distribution to the holders of Preferred Stock (other than a
regular quarterly cash dividend out of earnings or retained
earnings of the Company), or (ii) to offer to the holders of Pre-
ferred Stock rights or warrants to subscribe for or to purchase any
additional shares of Preferred Stock or shares of stock of any
class or any other securities, rights or options, or (iii) to
effect any reclassification of its Preferred Stock (other than a
reclassification involving only the subdivision of outstanding
shares of Preferred Stock), or (iv) to effect any consolidation or
merger into or with any other Person (other than a Subsidiary of
the Company in a transaction which complies with Section 11(o)
hereof), or to effect any sale or other transfer (or to permit one
or more of its Subsidiaries to effect any sale or other transfer),
in one transaction or a series of related transactions, of more
than 50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person or Persons
(other than the Company and/or any of its Subsidiaries in one or
more transactions each of which complies with Section 11(o)
hereof), or (v) to effect the liquidation, dissolution or winding
up of the Company, then, in each such case, the Company shall give
to each holder of a Rights Certificate, to the extent feasible and
in accordance with Section 26 hereof, a notice of such proposed
action, which shall specify the record date for the purposes of
such stock dividend, distribution of rights or warrants, or the
date on which such reclassification, consolidation, merger, sale,
transfer, liquidation, dissolution, or winding up is to take place
and the date of participation therein by the holders of the shares
of Preferred Stock, if any such date is to be fixed, and such
notice shall be so given in the case of any action covered by
clause (i) or (ii) above at least twenty days prior to the record
date for determining holders of the shares of Preferred Stock for
purposes of such action, and in the case of any such other action,
at least twenty days prior to the date of the taking of such
proposed action or the date of participation therein by the holders
of the shares of Preferred Stock, whichever shall be the earlier.
(b) In case a Section 11(a)(ii) Event shall occur, then,
in any such case, (i) the Company shall as soon as practicable
thereafter give to each holder of a Rights Certificate, to the
extent feasible and in accordance with Section 26 hereof, a notice
of the occurrence of such event, which shall specify the event and
the consequences of the event to holders of Rights under Section
11(a)(ii) hereof, and (ii) all references in the preceding
paragraph to Preferred Stock shall be deemed thereafter to refer to
Common Stock and/or, if appropriate, other securities.
Section 26. NOTICES. Notices or demands authorized by
this Agreement to be given or made by the Rights Agent or by the
holder of any Rights Certificate to or on the Company shall <PAGE> be
sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing with
the Rights Agent) as follows:
Sprint Corporation
2330 Shawnee Mission Parkway
Westwood, Kansas 66205
Attention: General Counsel
Subject to the provisions of Section 21, any notice or demand
authorized by this Agreement to be given or made by the Company or
by the holder of any Rights Certificate to or on the Rights Agent
shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed (until another address is filed in
writing with the Company) as follows:
UMB Bank, n.a.
Post Office Box 410064
Kansas City, Missouri 64141-0064
Attention: Corporate Trust Department
Notices or demands authorized by this Agreement to be given or made
by the Company or the Rights Agent to the holder of any Rights
Certificate (or, if prior to the Distribution Date, to the holder
of certificates representing shares of Common Stock) shall be
sufficiently given or made if sent by first-class mail, postage
prepaid, addressed to such holder at the address of such holder as
shown on the registry books of the Rights Agent (or, if prior to
the Distribution Date, on the registry books of the Transfer Agent
for the Common Stock of the Company).
Section 27. SUPPLEMENTS AND AMENDMENTS. Except as
provided in the penultimate sentence of this Section 27, for so
long as the Rights are then redeemable, the Company may in its sole
and absolute discretion, and the Rights Agent shall if the Company
so directs, supplement or amend any provision of this Agreement
without the approval of any holders of the Rights. At any time
when the Rights are no longer redeemable, except as provided in the
penultimate sentence of this Section 27, the Company may, and the
Rights Agent shall if the Company so directs, supplement or amend
this Agreement without the approval of any holders of Rights
Certificates in order to (i) cure any ambiguity, (ii) correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, (iii) shorten or
lengthen any time period hereunder, or (iv) change or supplement
the provisions hereunder in any manner which the Company may deem
necessary or desirable; provided that no such supplement or
amendment adversely affects the interests of the holders of Rights
as such (other than an Acquiring Person or an Affiliate or
Associate of an Acquiring Person) and no such amendment may cause
the Rights again to become redeemable or cause the Agreement again
to become amendable other than in accordance with this sentence.
Notwithstanding anything contained in this Agreement to the
contrary, no supplement or amendment shall be made which changes
the Redemption Price. Upon the delivery of a certificate from an
appropriate officer of the Company which states that the proposed
supplement or amendment is in compliance with the terms of this
Section 27, the Rights Agent shall execute such supplement or
<PAGE>
amendment; provided, however, that the Rights Agent may, but shall
not be obligated to, enter into any such supplement or amendment
which adversely affects the Rights Agent's own rights, duties or
immunities under this Agreement.
Section 28. SUCCESSORS. All the covenants and
provisions of this Agreement by or for the benefit of the Company
or the Rights Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.
Section 29. DETERMINATIONS AND ACTIONS BY THE BOARD OF
DIRECTORS, ETC. For all purposes of this Agreement, any
calculation of the number or amount of Voting Securities
outstanding at any particular time, including for purposes of
determining the particular percentage of the Voting Power
represented by such Voting Securities of which any Person is the
Beneficial Owner, shall be made in accordance with the last
sentence of Rule 13d-3(d)(1)(i) of the General Rules and
Regulations under the Exchange Act as such Rule is in effect on the
date of this Agreement. The Board of Directors of the Company,
except as otherwise specifically provided for herein, shall have
the exclusive power and authority to administer this Agreement and
to exercise all rights and powers specifically granted to the Board
or to the Company, or as may be necessary or advisable in the
administration of this Agreement, including, without limitation the
right and power to (i) interpret the provisions of this Agreement,
and (ii) make all determinations deemed necessary or advisable for
the administration of this Agreement (including a determination to
redeem or not redeem the Rights or to amend the Agreement). All
such actions, calculations, interpretations and determinations
(including, for purposes of clause (y) below, all omissions with
respect to the foregoing) which are done or made by the Board in
good faith, shall (x) be final, conclusive and binding on the
Company, the Rights Agent, the holders of the Rights Certificates
(and, prior to the Distribution Date, registered holders of the
Common Stock) and all other parties, and (y) not subject the Board
to any liability to the holders of the Rights.
Section 30. BENEFITS OF THIS AGREEMENT. Nothing in
this Agreement shall be construed to give to any Person other than
the Company, the Rights Agent and the registered holders of the
Rights Certificates (and, prior to the Distribution Date,
registered holders of the Common Stock) any legal or equitable
right, remedy or claim under this Agreement; but this Agreement
shall be for the sole and exclusive benefit of the Company, the
Rights Agent and the registered holders of the Rights Certificates
(and, prior to the Distribution Date, registered holders of the
Common Stock).
Section 31. SEVERABILITY. If any term, provision,
covenant or restriction of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding anything in this Agreement
to the contrary, if any such term, provision, covenant or
restriction is held by such court or authority to be invalid, void
or unenforceable and the Board of Directors of the Company
determines in its good faith judgment that severing the invalid
language from this Agreement would adversely affect the purpose or
effect of this Agreement, the right of redemption set forth in
Section 23 hereof shall be reinstated and shall not expire until
the <PAGE> close of business on the tenth Business Day following the date
of such determination by the Board of Directors. Without limiting
the foregoing, if any provision requiring that a determination be
made by less than the entire Board (or at a time or with the
concurrence of a group of directors consisting of less than the
entire Board) is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, such determination
shall then be made by the Board in accordance with applicable law
and the Company's Articles of Incorporation and Bylaws.
Section 32. GOVERNING LAW. This Agreement, each Right
and each Rights Certificate issued hereunder shall be deemed to be
a contract made under the laws of the State of Kansas and for all
purposes shall be governed by and construed in accordance with the
laws of such State applicable to contracts made and to be performed
entirely within such State.
Section 33. COUNTERPARTS. This Agreement may be
executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the
same instrument.
Section 34. DESCRIPTIVE HEADINGS. Descriptive
headings of the several Sections of this Agreement are inserted for
convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year
first above written.
SPRINT CORPORATION
By ___________________________
Attest: Name:
Title:
By ___________________________
Name:
Title:
UMB BANK, N.A.
By ____________________________
Attest: Name:
Title:
By ___________________________
Name:
Title:
<PAGE>
EXHIBIT A-1
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
OF PREFERRED STOCK-SIXTH SERIES
OF
SPRINT CORPORATION
STATE OF KANSAS )
) ss.
COUNTY OF JOHNSON )
We, Don A. Jensen, Vice President, and Michael T. Hyde,
Assistant Secretary, of Sprint Corporation, a corporation
organized and existing under the laws of the State of Kansas and
whose registered office is 2330 Shawnee Mission Parkway,
Westwood, Johnson County, Kansas, do hereby certify that pursuant
to authority expressly vested in the Board of Directors of the
Corporation by the provisions of the Articles of Incorporation,
as amended, and in accordance with the provisions of K.S.A. Section
17-6401, as amended, the Board of Directors of said Corporation, at
the regular meeting of the Board of Directors held on the 29th
day of June, 1998, adopted the following resolution amending and
restating the series of Serial Preferred Stock designated as
Preferred Stock-Sixth Series, Junior Participating:
RESOLVED, that pursuant to the authority vested in
the Board of Directors of this Corporation by the
provisions of its Articles of Incorporation, as amended
(the "Articles of Incorporation"), the Certificate of
Designation, Preferences and Rights of Preferred Stock-
Sixth Series, adopted by the Board of Directors on June
9, 1997, is hereby amended and restated to read in its
entirety as follows:
PREFERRED STOCK-SIXTH SERIES
(1) DESIGNATION AND AMOUNT. The shares of such
Series shall be designated as "Preferred Stock-Sixth
Series, Junior Participating" (hereafter "Sixth
Series") and the number of shares constituting such
series shall be one million five hundred thousand
(1,500,000).
(2) DIVIDENDS.
(A) Subject to the prior and superior rights
of the holders of any shares of any other series
of Preferred Stock of the Corporation ("Preferred
Stock"), or any similar stock ranking prior and
superior to the shares of the Sixth Series with
respect to dividends, the holders of shares of the
Sixth Series, in preference to the holders of
Common Stock and any shares of stock <PAGE> ranking
junior (either as to dividends or upon
liquidation, dissolution or winding up) to the
shares of the Sixth Series (collectively with such
Common Stock, "Junior Stock"), shall be entitled
to receive, when, as and if declared by the Board
of Directors out of funds legally available for
the purpose, quarterly dividends payable in cash,
on January 1, April 1, July 1 and October 1 in
each year (each such date being referred to herein
as a "Quarterly Dividend Payment Date") in an
amount (rounded to the nearest cent) equal to the
greater of (a) $100.00 or (b) the product of the
FON Group Multiple (as defined below) times the
aggregate per share amount of all cash dividends,
plus the product of the FON Group Multiple times
the aggregate per share amount (payable in cash,
based upon the fair market value at the time the
non-cash dividend or other distribution is
declared as determined in good faith by the Board
of Directors) of all non-cash dividends or other
distributions other than a dividend payable in
shares of FON Group Common Stock, or a subdivision
of the outstanding shares of FON Group Common
Stock (by reclassification or otherwise), declared
(but not withdrawn) on the FON Group Common Stock
since the immediately preceding Quarterly Dividend
Payment Date, or, with respect to the first
Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of
the Sixth Series.
(B) As used herein, the FON Group Multiple
shall initially be 1,000. In the event the
Corporation shall (i) declare any dividend on FON
Group Common Stock payable in shares of such
stock, (ii) subdivide the outstanding FON Group
Common Stock, or (iii) combine the outstanding
FON Group Common Stock into a smaller number of
shares, then in each such case the FON Group
Multiple shall be adjusted by multiplying such
amount by a fraction the numerator of which is the
number of shares of FON Group Common Stock
outstanding immediately after such event and the
denominator of which is the number of shares of
FON Group Common Stock that were outstanding
immediately prior to such event.
(C) The Corporation shall declare a dividend
or distribution on the Sixth Series as provided
above in paragraph (A) of this Section (2)
immediately after it declares a dividend or
distribution on the FON Group Common Stock (other
than a dividend payable in shares of FON Group
Common Stock); provided, however, that in the
event no dividend or distribution shall have been
declared on the FON Group Common Stock during the
period between any Quarterly Dividend Payment Date
and the next subsequent Quarterly Dividend Payment
Date, the minimum quarterly dividend of $100.00 on
the Sixth Series shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.
(D) Dividends shall begin to accrue and be
cumulative on outstanding shares of Sixth Series
from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of
Sixth Series, unless the date of issue of such
shares of Sixth Series is prior to the record date
for the first <PAGE> Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date
for the determination of holders of shares of
Sixth Series entitled to receive a quarterly
dividend and before such Quarterly Dividend
Payment Date, in either of which cases such
dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall cumulate but
shall not bear interest. Dividends paid on the
shares of Sixth Series in an amount less than the
total amount of such dividends at the time accrued
and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such
shares at the time outstanding.
(3) VOTING RIGHTS. Except as prescribed by law
and in addition to the rights provided for in ARTICLE
SIXTH of the Articles of Incorporation of the
Corporation, as amended, the holders of the shares of
the Sixth Series shall be entitled to vote at any
annual or special meeting of the stockholders of the
Corporation, for each share of Sixth Series, a number
of votes equal to the product of the FON Group Multiple
then in effect times the highest number of votes that
any share of FON Group Common Stock entitles its holder
to vote at such meeting of stockholders of the
Corporation. The holders of the shares of the Sixth
Series shall be entitled to exercise such voting rights
with the holders of Sprint Common Stock prior to the
Recapitalization and Series 1 FON Stock after the
Recapitalization, without distinction as to class, at
any annual or special meeting of stockholders for the
election of directors and on any other matter submitted
to a vote of the stockholders of the Corporation at
such meeting. Except as otherwise provided herein, in
the Articles of Incorporation of the Corporation, in
any other Certificate of Designation establishing a
series of Preferred Stock or any similar stock or
otherwise required by law, the holders of the shares of
the Sixth Series and the holders of Common Stock shall
vote together as one class on all matters submitted to
a vote of stockholders of the Corporation.
(4) CERTAIN RESTRICTIONS.
(A) Whenever quarterly dividends or other
dividends or distributions payable on the shares
of the Sixth Series as provided in Section (2) are
in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not
declared, on shares of the Sixth Series
outstanding shall have been paid in full, the
Corporation shall not:
(i) declare or pay dividends (except a
dividend payable in FON Group Common Stock
and/or any other Junior Stock) on, make any
other distributions on, or redeem or purchase
or otherwise acquire for consideration any
shares of Junior Stock;
<PAGE>
(ii) declare or pay dividends on or make
any other distribution on any shares of stock
ranking on a parity (either as to dividends
or upon liquidation, dissolution or winding
up) with the shares of the Sixth Series,
except dividends paid ratably on the shares
of the Sixth Series and all such parity stock
on which dividends are payable or in arrears
in proportion to the total amounts to which
the holders of all such shares are then
entitled;
(iii) redeem or purchase or
otherwise acquire for consideration any
shares ranking on a parity (either as to
dividends or upon dissolution, liquidation or
winding up) with the shares of the Sixth
Series, provided that the Corporation may at
any time redeem, purchase or otherwise
acquire shares of such parity stock in
exchange for shares of Junior Stock; or
(iv) purchase or otherwise acquire for
consideration any shares of the Sixth Series,
or any shares of stock ranking on a parity
with the shares of the Sixth Series, except
in accordance with a purchase offer made in
writing or by publication (as determined by
the Board of Directors) to all holders of
such shares upon such terms as the Board of
Directors, after consideration of the
respective annual dividend rates and other
relative rights and preferences of the
respective series and classes, shall
determine in good faith will result in fair
and equitable treatment among the respective
series or classes.
(B) The Corporation shall not permit any
subsidiary of the Corporation to purchase or
otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation
could, under paragraph (A) of this Section (4),
purchase or otherwise acquire such shares at such
time and in such manner.
(5) REACQUIRED SHARES. Any shares of the Sixth
Series purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof.
All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred
Stock to be created by resolution or resolutions of the
Board of Directors, subject to the conditions and
restrictions on issuance set forth herein, in the
Articles of Incorporation, in any other Certificate of
Designation establishing a series of Preferred Stock or
any similar stock or as otherwise required by law.
<PAGE>
(6) LIQUIDATION, DISSOLUTION OR WINDING UP.
(A) In the event of any voluntary or
involuntary liquidation, dissolution or winding up
of the Corporation, the holders of the shares of
the Sixth Series shall be entitled to receive, in
preference to the holders of Junior Stock, the
greater of (a) $1,000.00 per share, plus accrued
and unpaid dividends to the date of distribution,
whether or not earned or declared, or (b) an
amount per share equal to the product of the FON
Group Multiple then in effect times the aggregate
amount to be distributed per share to holders of
FON Group Common Stock.
(B) In the event of any voluntary or
involuntary liquidation, dissolution or winding up
of the Corporation, the holders of stock ranking
on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the
Sixth Series shall not receive any distributions
except for distributions made ratably on the Sixth
Series and all other such parity stock in
proportion to the total amounts to which the
holders of all such shares are entitled upon such
liquidation, dissolution or winding up.
(7) CONSOLIDATION, MERGER, ETC. In case the
Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property,
then in any such case the shares of the Sixth Series
shall at the same time be similarly exchanged or
changed in an amount per share equal to the product of
the FON Group Multiple then in effect times the
aggregate amount of stock, securities, cash and/or any
other property (payable in kind), as the case may be,
into which or for which each share of FON Group Common
Stock is changed or exchanged.
(8) RANKING. The shares of the Sixth Series
shall rank junior to all other series of the
Corporation's Preferred Stock as to the payment of
dividends and the distribution of assets, unless the
terms of any such series shall provide otherwise. The
shares of the Sixth Series shall rank on a parity with
the Corporation's Preferred Stock-Series Eighth, Junior
Participating, as to the payment of dividends and the
distribution of assets. Nothing herein shall preclude
the Board of Directors of the Corporation from creating
any additional series of Preferred Stock or any similar
stock ranking on a parity with or prior to the shares
of the Sixth Series as to the payment of dividends or
distribution of assets.
(9) FRACTIONAL SHARES. Shares of the Sixth
Series may be issued in fractions of a share which
shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to
have the benefit of all other rights of holders of
shares of the Sixth Series.
<PAGE>
(10) DEFINITIONS. For purposes of this Amended
and Restated Certificate of Designation, Preferences
and Rights of Sixth Series, unless the context
otherwise requires:
(A) "Class A Common Stock-Series DT" (i)
prior to the filing of the Subsequent Charter
Amendment pursuant to K.S.A. Section 17-6003(d), shall
have the meaning set forth in the Initial Charter
Amendment, and (ii) after the filing of the
Subsequent Charter Amendment pursuant to K.S.A. Section
17-6003(d), shall have the meaning set forth in
the Subsequent Charter Amendment.
(B) "Common Stock" shall mean (A) if prior
to the filing of the Subsequent Charter Amendment
pursuant to K.S.A. Section 17-6003(d): Sprint Common
Stock, and/or Series 2 Common Stock, and/or Old
Class A Common Stock, and/or Class A Common Stock-
Series DT, and/or Series 1 PCS Stock, and/or
Series 2 PCS Stock, and/or Series 3 PCS Stock, in
each case as the context requires, and (B) if
after the filing of the Subsequent Charter
Amendment: Series 1 FON Stock, and/or Series 2
FON Stock, and/or Series 3 FON Stock, and/or Old
Class A Common Stock, and/or Class A Common Stock-
Series DT, and/or Series 1 PCS Stock, and/or
Series 2 PCS Stock, and/or Series 3 PCS Stock, in
each case as the context requires.
(C) "FON Group Common Stock" shall mean
(i) if prior to the filing of the Subsequent
Charter Amendment pursuant to K.S.A. Section 17-6003(d),
Sprint Common Stock and/or Series 2 Common Stock,
in each case as the context requires, and (ii) if
after the filing of the Subsequent Charter
Amendment pursuant to K.S.A. Section 17-6003(d),
Series 1 FON Stock, and/or Series 2 FON Stock,
and/or Series 3 FON Stock, in each case as the
context requires.
(D) "FON Group Multiple" shall have the
meaning set forth in Section 2(B).
(E) "Initial Charter Amendment" shall have
the meaning set forth in the Restructuring and
Merger Agreement.
(F) "Old Class A Common Stock" (i) prior to
the filing of the Subsequent Charter Amendment
pursuant to K.S.A. Section 17-6003(d), shall have the
meaning set forth in the Initial Charter
Amendment, and (ii) after the filing of the
Subsequent Charter Amendment pursuant to K.S.A. Section
17-6003(d), shall have the meaning set forth in
the Subsequent Charter Amendment.
(G) "Recapitalization" shall mean the re-
classification of each outstanding share of Sprint
Common Stock into one share of Series 1 FON Stock
and one-half of a share of Series 1 PCS Stock to
be effected by filing of the Subsequent Charter
Amendment.
<PAGE>
(H) "Restructuring and Merger Agreement"
shall mean that certain agreement, dated as of May
26, 1998, by and among the Corporation, Tele-
Communications, Inc., a Delaware corporation,
Comcast Corporation, a Pennsylvania corporation,
Cox Communications, Inc., a Delaware corporation,
TCI Spectrum Holdings, Inc., a Colorado
corporation, Comcast Telephony Services, a
Delaware general partnership, Cox Telephony
Partnership, a Delaware general partnership,
Sprint Enterprises, L.P., a Delaware limited
partnership, TCI Philadelphia Holdings, Inc., a
Delaware corporation, Com Telephony Services,
Inc., a Delaware corporation, Comcast Telephony
Services, Inc., a Delaware corporation, Cox
Telephony Partners, Inc., a Delaware corporation,
Cox Communications Wireless, Inc., a Delaware
corporation, SWV One, Inc., a Delaware corpora-
tion, SWV Two, Inc., a Delaware corporation, SWV
Three, Inc., a Delaware corporation, SWV Four,
Inc., a Delaware corporation, SWV Five, Inc., a
Delaware corporation, and SWV Six, Inc., a
Colorado corporation.
(I) "Series 2 Common Stock" shall mean the
Common Stock - Series 2, par value $2.50 per
share, of the Corporation, which will be created
by the filing of the Initial Charter Amendment.
(J) "Series 1 FON Stock" shall mean the FON
Common Stock - Series 1, par value $2.00 per
share, of the Corporation, which will be created
by the filing of the Subsequent Charter Amendment.
(K) "Series 2 FON Stock" shall mean the FON
Common Stock - Series 2, par value $2.00 per
share, of the Corporation, which will be created
by the filing of the Subsequent Charter Amendment.
(L) "Series 3 FON Stock" shall mean the FON
Common Stock - Series 3, par value $2.00 per
share, of the Corporation, which will be created
by the filing of the Subsequent Charter Amendment.
(M) "Series 1 PCS Stock" shall mean the PCS
Common Stock - Series 1, par value $1.00 per
share, of the Corporation, which will be created
by the filing of the Initial Charter Amendment.
(N) "Series 2 PCS Stock" shall mean the PCS
Common Stock - Series 2, par value $1.00 per
share, of the Corporation, which will be created
by the filing of the Initial Charter Amendment.
(O) "Series 3 PCS Stock" shall mean the PCS
Common Stock - Series 3, par value $1.00 per
share, of the Corporation, which will be created
by the filing of the Initial Charter Amendment.
(P) "Sprint Common Stock" shall mean Common
Stock, par value $2.50 per share, of the
Corporation, as provided for in the Initial
Charter Amendment.
<PAGE>
(Q) "Subsequent Charter Amendment" shall
have the meaning set forth in the Restructuring
and Merger Agreement.
IN WITNESS WHEREOF, we have hereunto set our hands and
affixed the seal of said Corporation this ___ day of ___________,
1998.
____________________________
Don A. Jensen, Vice President
(CORPORATE SEAL)
____________________________
Michael T. Hyde,
Assistant Secretary
STATE OF KANSAS )
) ss.
COUNTY OF JOHNSON )
BE IT REMEMBERED, that before me, a notary public in
and for the aforesaid county and state, personally appeared Don
A. Jensen, Vice President, and Michael T. Hyde, Assistant
Secretary, of Sprint Corporation, a corporation, who are known to
me to be the same persons who executed the foregoing instrument,
and duly acknowledged the execution of the same this ___ day of
__________, 1998.
_____________________________
Notary Public
My commission expires:
<PAGE>
EXHIBIT A-2
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
OF PREFERRED STOCK-EIGHTH SERIES
OF
SPRINT CORPORATION
STATE OF KANSAS )
) ss.
COUNTY OF JOHNSON )
We, Don A. Jensen, Vice President, and Michael T. Hyde,
Assistant Secretary, of Sprint Corporation, a corporation
organized and existing under the laws of the State of Kansas and
whose registered office is 2330 Shawnee Mission Parkway,
Westwood, Johnson County, Kansas, do hereby certify that pursuant
to authority expressly vested in the Board of Directors of the
Corporation by the provisions of the Articles of Incorporation,
as amended, and in accordance with the provisions of K.S.A.
Section 17-6401, as amended, the Board of Directors of said
Corporation, at the regular meeting of the Board of Directors
held on the 29th day of June, 1998, adopted the following
resolution establishing the series of Serial Preferred Stock
designated as Preferred Stock-Eighth Series, Junior
Participating:
RESOLVED, that pursuant to the authority vested in
the Board of Directors of this Corporation by the
provisions of its Articles of Incorporation, as amended
(the "Articles of Incorporation"), a series of
Preferred Stock, without par value, of the Corporation
be and it hereby is created, and that the designation
and amount thereof and the voting powers, preferences
and relative, participating, optional and other special
rights of the shares of such series, and the
qualifications, limitations and restrictions thereof
are as follows:
PREFERRED STOCK-EIGHTH SERIES
(1) DESIGNATION AND AMOUNT. The shares of such
Series shall be designated as "Preferred Stock-Eighth
Series, Junior Participating" (hereafter "Eighth
Series") and the number of shares constituting such
series shall be one million two hundred fifty thousand
(1,250,000).
(2) DIVIDENDS.
(A) Subject to the prior and superior rights
of the holders of any shares of any other series
of Preferred Stock of the Corporation ("Preferred
Stock"), or any similar stock ranking prior and
superior to the shares of the Eighth <PAGE> Series with
respect to dividends, the holders of shares of the
Eighth Series, in preference to the holders of
Common Stock and any shares of stock ranking
junior (either as to dividends or upon
liquidation, dissolution or winding up) to the
shares of the Eighth Series (collectively with
such Common Stock, "Junior Stock"), shall be
entitled to receive, when, as and if declared by
the Board of Directors out of funds legally
available for the purpose, quarterly dividends
payable in cash, on January 1, April 1, July 1 and
October 1 in each year (each such date being
referred to herein as a "Quarterly Dividend
Payment Date") in an amount (rounded to the
nearest cent) equal to the greater of (a) $100.00
or (b) the product of the PCS Group Multiple (as
defined below) times the aggregate per share
amount of all cash dividends, plus the product of
the PCS Group Multiple times the aggregate per
share amount (payable in cash, based upon the fair
market value at the time the non-cash dividend or
other distribution is declared as determined in
good faith by the Board of Directors) of all non-
cash dividends or other distributions other than a
dividend payable in shares of PCS Group Common
Stock, or a subdivision of the outstanding shares
of PCS Group Common Stock (by reclassification or
otherwise), declared (but not withdrawn) on the
PCS Group Common Stock since the immediately
preceding Quarterly Dividend Payment Date, or,
with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any
share or fraction of a share of the Eighth Series.
(B) As used herein, the PCS Group Multiple
shall initially be 1,000. In the event the
Corporation shall (i) declare any dividend on PCS
Group Common Stock payable in shares of PCS Group
Common Stock, (ii) subdivide the outstanding PCS
Group Common Stock, or (iii) combine the
outstanding PCS Group Common Stock into a smaller
number of shares, then in each such case the PCS
Group Multiple shall be adjusted by multiplying
such amount by a fraction the numerator of which
is the number of shares of PCS Group Common Stock
outstanding immediately after such event and the
denominator of which is the number of shares of
PCS Group Common Stock that were outstanding
immediately prior to such event.
(C) The Corporation shall declare a dividend
or distribution on the Eighth Series as provided
above in paragraph (A) of this Section (2)
immediately after it declares a dividend or
distribution on the PCS Group Common Stock (other
than a dividend payable in shares of PCS Group
Common Stock); provided, however, that in the
event no dividend or distribution shall have been
declared on the PCS Group Common Stock during the
period between any Quarterly Dividend Payment Date
and the next subsequent Quarterly Dividend Payment
Date, the minimum quarterly dividend of $100.00 on
the Eighth Series shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.
(D) Dividends shall begin to accrue and be
cumulative on outstanding shares of Eighth Series
from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of
Eighth Series, unless the date of issue of such
shares of Eighth Series is prior to the record
date for <PAGE> the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall
begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly
Dividend Payment Date or is a date after the
record date for the determination of holders of
shares of Eighth Series entitled to receive a
quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which cases
such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall cumulate
but shall not bear interest. Dividends paid on
the shares of Eighth Series in an amount less than
the total amount of such dividends at the time
accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among
all such shares at the time outstanding.
(3) VOTING RIGHTS. Except as prescribed by law
and in addition to the rights provided for in ARTICLE
SIXTH of the Articles of Incorporation of the
Corporation, as amended, the holders of the shares of
the Eighth Series shall be entitled to vote at any
annual or special meeting of the stockholders of the
Corporation, for each share of Eighth Series, a number
of votes equal to the product of the PCS Group Multiple
then in effect times the highest number of votes that
each share of PCS Group Common Stock entitles its
holder to vote at such meeting of stockholders of the
Corporation. The holders of the shares of the Eighth
Series shall be entitled to exercise such voting rights
with the holders of Series 1 PCS Stock, without
distinction as to class, at any annual or special
meeting of stockholders for the election of directors
and on any other matter submitted to a vote of the
stockholders of the Corporation at such meeting. Except
as otherwise provided herein, in the Articles of
Incorporation of the Corporation, in any other
Certificate of Designation establishing a series of
Preferred Stock or any similar stock or otherwise
required by law, the holders of the shares of the
Eighth Series and the holders of Common Stock shall
vote together as one class on all matters submitted to
a vote of stockholders of the Corporation.
(4) CERTAIN RESTRICTIONS.
(A) Whenever quarterly dividends or other
dividends or distributions payable on the shares
of the Eighth Series as provided in Section (2)
are in arrears, thereafter and until all accrued
and unpaid dividends and distributions, whether or
not declared, on shares of the Eighth Series
outstanding shall have been paid in full, the
Corporation shall not:
(i) declare or pay dividends (except a
dividend payable in PCS Group Common Stock
and/or any other Junior Stock) on, make any
other distributions on, or redeem or purchase
or otherwise acquire for consideration any
shares of Junior Stock;
(ii) declare or pay dividends on or make
any other distribution on any shares of stock
ranking on a parity (either as to <PAGE> dividends
or upon liquidation, dissolution or winding
up) with the shares of the Eighth Series,
except dividends paid ratably on the shares
of the Eighth Series and all such parity
stock on which dividends are payable or in
arrears in proportion to the total amounts to
which the holders of all such shares are then
entitled;
(iii) redeem or purchase or
otherwise acquire for consideration any
shares of stock ranking on a parity (either
as to dividends or upon liquidation,
dissolution or winding up) with the shares of
the Eighth Series, provided that the
Corporation may at any time redeem, purchase
or otherwise acquire shares of such parity
stock in exchange for shares of Junior Stock;
or
(iv) purchase or otherwise acquire for
consideration any shares of the Eighth
Series, or any shares of stock ranking on a
parity with the shares of the Eighth Series,
except in accordance with a purchase offer
made in writing or by publication (as
determined by the Board of Directors) to all
holders of such shares upon such terms as the
Board of Directors, after consideration of
the respective annual dividend rates and
other relative rights and preferences of the
respective series and classes, shall
determine in good faith will result in fair
and equitable treatment among the respective
series or classes.
(B) The Corporation shall not permit any
subsidiary of the Corporation to purchase or
otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation
could, under paragraph (A) of this Section (4),
purchase or otherwise acquire such shares at such
time and in such manner.
(5) REACQUIRED SHARES. Any shares of the Eighth
Series purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof.
All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred
Stock to be created by resolution or resolutions of the
Board of Directors, subject to the conditions and
restrictions on issuance set forth herein, in the
Articles of Incorporation, in any other Certificate of
Designation establishing a series of Preferred Stock or
any similar stock or as otherwise required by law.
(6) LIQUIDATION, DISSOLUTION OR WINDING UP.
(A) In the event of any voluntary or
involuntary liquidation, dissolution or winding up
of the Corporation, the holders of the shares of
the Eighth Series shall be entitled to receive, in
preference to the holders of Junior Stock, the
greater of (a) $1,000.00 per share, plus accrued
dividends to the date of distribution, whether or
not earned or declared, or (b) an amount per <PAGE> share
equal to the product of the PCS Group Multiple
then in effect times the aggregate amount to be
distributed per share to holders of PCS Group
Common Stock.
(B) In the event of any voluntary or
involuntary liquidation, dissolution or winding up
of the Corporation, the holders of stock ranking
on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the
Eighth Series shall not receive any distributions
except for distributions made ratably on the
Eighth Series and all other such parity stock in
proportion to the total amounts to which the
holders of all such shares are entitled upon such
liquidation, dissolution or winding up.
(7) CONSOLIDATION, MERGER, ETC. In case the
Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of
PCS Group Common Stock are exchanged for or changed
into other stock or securities, cash and/or any other
property, then in any such case the shares of the
Eighth Series shall at the same time be similarly
exchanged or changed in an amount per share equal to
the product of the PCS Group Multiple then in effect
times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the
case may be, into which or for which each share of PCS
Group Common Stock is changed or exchanged.
(8) RANKING. The shares of the Eighth Series
shall rank junior to all other series of the
Corporation's Preferred Stock as to the payment of
dividends and the distribution of assets, unless the
terms of any such series shall provide otherwise. The
shares of the Eighth Series shall rank on a parity with
the Corporation's Preferred Stock-Series Sixth, Junior
Participating, as to the payment of dividends and the
distribution of assets. Nothing herein shall preclude
the Board of Directors of the Corporation from creating
any additional series of Preferred Stock or any similar
stock ranking on a parity with or prior to the shares
of the Eighth Series as to the payment of dividends or
distribution of assets.
(9) FRACTIONAL SHARES. Shares of the Eighth
Series may be issued in fractions of a share which
shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to
have the benefit of all other rights of holders of
shares of the Eighth Series.
(10) DEFINITIONS. For purposes of this
Certificate of Designation, Preferences and Rights of
Eighth Series, unless the context otherwise requires:
(A) "Class A Common Stock-Series DT" (i)
prior to the filing of the Subsequent Charter
Amendment pursuant to K.S.A. Section 17-6003(d),
shall have the meaning set forth in the Initial
Charter Amendment, and (ii) after the filing of
the Subsequent Charter Amendment pursuant to
K.S.A. Section 17-6003(d), shall have the meaning
set forth in the Subsequent Charter Amendment.
<PAGE>
(B) "Common Stock" shall mean (A) if prior
to the filing of the Subsequent Charter Amendment
pursuant to K.S.A. Section 17-6003(d): Sprint
Common Stock, and/or Series 2 Common Stock, and/or
Old Class A Common Stock, and/or Class A Common
Stock-Series DT, and/or Series 1 PCS Stock, and/or
Series 2 PCS Stock, and/or Series 3 PCS Stock, in
each case as the context requires, and (B) if
after the filing of the Subsequent Charter
Amendment: Series 1 FON Stock, and/or Series 2 FON
Stock, and/or Series 3 FON Stock, and/or Old
Class A Common Stock, and/or Class A Common Stock-
Series DT, and/or Series 1 PCS Stock, and/or
Series 2 PCS Stock, and/or Series 3 PCS Stock, in
each case as the context requires.
(C) "Initial Charter Amendment" shall have
the meaning set forth in the Restructuring and
Merger Agreement.
(D) "Old Class A Common Stock" (i) prior to
the filing of the Subsequent Charter Amendment
pursuant to K.S.A. Section 17-6003(d), shall have
the meaning set forth in the Initial Charter
Amendment, and (ii) after the filing of the
Subsequent Charter Amendment pursuant to K.S.A.
Section 17-6003(d), shall have the meaning set
forth in the Subsequent Charter Amendment.
(E) "PCS Group Common Stock" shall mean
Series 1 PCS Stock, and/or Series 2 PCS Stock,
and/or Series 3 PCS Stock, in each case as the
context requires.
(F) "PCS Group Multiple" shall have the
meaning set forth in Section 2(B).
(G) "Recapitalization" shall mean the
reclassification of each outstanding share of
Sprint Common Stock into one share of Series 1 FON
Stock and one-half of a share of Series 1 PCS
Stock to be effected by filing of the Subsequent
Charter Amendment.
(H) "Restructuring and Merger Agreement"
shall mean that certain agreement, dated as of May
26, 1998, by and among the Corporation, Tele-
Communications, Inc., a Delaware corporation,
Comcast Corporation, a Pennsylvania corporation,
Cox Communications, Inc., a Delaware corporation,
TCI Spectrum Holdings, Inc., a Colorado
corporation, Comcast Telephony Services, a
Delaware general partnership, Cox Telephony
Partnership, a Delaware general partnership,
Sprint Enterprises, L.P., a Delaware limited
partnership, TCI Philadelphia Holdings, Inc., a
Delaware corporation, Com Telephony Services,
Inc., a Delaware corporation, Comcast Telephony
Services, Inc., a Delaware corporation, Cox
Telephony Partners, Inc., a Delaware corporation,
Cox Communications Wireless, Inc., a Delaware
corporation, SWV One, Inc., a Delaware
corporation, SWV Two, <PAGE> Inc., a Delaware
corporation, SWV Three, Inc., a Delaware
corporation, SWV Four, Inc., a Delaware
corporation, SWV Five, Inc., a Delaware
corporation, and SWV Six, Inc., a Colorado
corporation.
(I) "Series 2 Common Stock" shall mean the
Common Stock - Series 2, par value $2.50 per
share, of the Corporation, which will be created
by the filing of the Initial Charter Amendment.
(J) "Series 1 FON Stock" shall mean the FON
Common Stock - Series 1, par value $2.00 per
share, of the Corporation, which will be created
by the filing of the Subsequent Charter Amendment.
(K) "Series 2 FON Stock" shall mean the FON
Common Stock - Series 2, par value $2.00 per
share, of the Corporation, which will be created
by the filing of the Subsequent Charter Amendment.
(L) "Series 3 FON Stock" shall mean the FON
Common Stock - Series 3, par value $2.00 per
share, of the Corporation, which will be created
by the filing of the Subsequent Charter Amendment.
(M) "Series 1 PCS Stock" shall mean the PCS
Common Stock - Series 1, par value $1.00 per
share, of the Corporation, which will be created
by the filing of the Initial Charter Amendment.
(N) "Series 2 PCS Stock" shall mean the PCS
Common Stock - Series 2, par value $1.00 per
share, of the Corporation, which will be created
by the filing of the Initial Charter Amendment.
(O) "Series 3 PCS Stock" shall mean the PCS
Common Stock - Series 3, par value $1.00 per
share, of the Corporation, which will be created
by the filing of the Initial Charter Amendment.
(P) "Sprint Common Stock" shall mean Common
Stock, par value $2.50 per share, of the
Corporation, as provided for in the Initial
Charter Amendment.
(Q) "Subsequent Charter Amendment" shall
have the meaning set forth in the Restructuring
and Merger Agreement.
<PAGE>
IN WITNESS WHEREOF, we have hereunto set our hands and
affixed the seal of said Corporation this ___ day of ___________,
1998.
_________________________
Don A. Jensen, Vice President
(CORPORATE SEAL)
_________________________
Michael T. Hyde,
Assistant Secretary
STATE OF KANSAS )
) ss.
COUNTY OF JOHNSON )
BE IT REMEMBERED, that before me, a notary public in
and for the aforesaid county and state, personally appeared Don
A. Jensen, Vice President, and Michael T. Hyde, Assistant
Secretary, of Sprint Corporation, a corporation, who are known to
me to be the same persons who executed the foregoing instrument,
and duly acknowledged the execution of the same this ___ day of
__________, 1998.
______________________________
Notary Public
My commission expires: _________________
<PAGE>
EXHIBIT B-1
[Form of Rights Certificate for FON Group Rights]
Certificate No. FONR- ________ Rights
NOT EXERCISABLE AFTER JUNE 25, 2007 OR EARLIER IF REDEEMED BY THE
COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF
THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE
RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS
BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS
DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF
SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY
THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A
PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR
ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN
THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND
THE RIGHTS REPRESENTED HEREBY MAY BECOME, OR MAY ALREADY HAVE
BECOME, NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION
7(e) OF SUCH AGREEMENT.]*
FON Group Rights Certificate
SPRINT CORPORATION
This certifies that ___________________________, or
registered assigns, is the registered owner of the number of FON
Group Rights set forth above, each of which entitles the owner
thereof, subject to the terms, provisions and conditions of the
Amended and Restated Rights Agreement, dated as of __________,
1998 (the "Rights Agreement"), between Sprint Corporation, a
Kansas corporation (the "Company"), and UMB Bank, n.a., a banking
corporation (the "Rights Agent"), to purchase from the Company at
any time prior to 5:00 P.M. (New York City time) on June 25, 2007
(the "Final Expiration Date") at the office or offices of the
Rights Agent designated for such purpose, or its successors as
Rights Agent, one one-thousandth of a fully paid, non-assessable
share of Preferred Stock - Sixth Series, Junior Participating,
without par value (the "Preferred Stock") of the Company, at a
purchase price of $______ per one one-thousandth of a share (the
"Purchase Price"), upon presentation and surrender of this Rights
Certificate with the Form of Election to Purchase and related
Certificate duly executed. The Purchase Price may be paid in
cash or by certified bank check or bank draft payable to the
order of the Company. The number of Rights evidenced by this
Rights Certificate (and the number of shares which may be pur-
chased upon exercise thereof) set forth above, and the Purchase
Price per share set forth above, are the number and Purchase
Price as of <PAGE> __________, 1998, based on the Preferred Stock as
constituted at such date. The Company reserves the right to
require prior to the occurrence of a Triggering Event (as such
term is defined in the Rights Agreement) that a number of Rights
be exercised so that only whole shares of Preferred Stock will be
issued.
* The portion of the legend in brackets shall be inserted only
if applicable and shall replace the preceding sentence.
Upon the occurrence of a Section 11(a)(ii) Event (as
such term is defined in the Rights Agreement), if the Rights
evidenced by this Rights Certificate are beneficially owned by
(i) an Acquiring Person or an Affiliate or Associate of an
Acquiring Person (as such terms are defined in the Rights
Agreement), (ii) a transferee of an Acquiring Person or of any
such Associate or Affiliate, or (iii) under certain circumstances
specified in the Rights Agreement, a transferee of a person who,
after such transfer, became an Acquiring Person or an Affiliate
or Associate of an Acquiring Person, such Rights shall become
null and void and no holder hereof shall have any right with
respect to such Rights from and after the occurrence of such
Section 11(a)(ii) Event.
As provided in the Rights Agreement, the Purchase Price
and the number and kind of shares of Preferred Stock or other
securities which may be purchased upon the exercise of the Rights
evidenced by this Rights Certificate are subject to modification
and adjustment upon the happening of certain events, including
Triggering Events (as such term is defined in the Rights Agree-
ment).
This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Rights Agreement
reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company and the holders of the
Rights Certificates, which limitations of rights include the
temporary suspension of the exercisability of such Rights under
the specific circumstances set forth in the Rights Agreement.
Copies of the Rights Agreement are on file at the above-mentioned
office of the Rights Agent and are also available upon written
request to the Rights Agent.
This Rights Certificate, with or without other Rights
Certificates, upon presentation and surrender at the principal
office or offices of the Rights Agent designated for such
purpose, may be exchanged for another Rights Certificate or
Rights Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of one
one-thousandths of a share of Preferred Stock as the Rights
evidenced by the Rights Certificate or Rights Certificates
surrendered shall have entitled such holder to purchase. If this
Rights Certificate shall be exercised in part, the holder shall
be entitled to receive upon presentation and surrender hereof
another Rights Certificate or Rights Certificates for the number
of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Certificate may be redeemed by the
Company at its option at a redemption price of $.01 per Right at
any time prior to the earlier of the close of business on (i) the
tenth business day following the Stock Acquisition Date, and (ii)
the Final Expiration Date. In addition, subject to the
provisions of the Rights Agreement, each Right evidenced by this
Certificate may be exchanged by the Company at its option for one
share of the applicable class or series (which the holder would
have been entitled to receive upon the exercise thereof) of
Common Stock (as such term is defined in the Rights <PAGE> Agreement) of
the Company (subject to adjustment for any stock split, stock
dividend or similar transaction) following the Stock Acquisition
Date and prior to the time an Acquiring Person owns 50% or more
of the shares of Common Stock then outstanding.
No fractional shares of Preferred Stock will be issued
upon the exercise of any Right or Rights evidenced hereby (other
than fractions which are integral multiples of one one-thousandth
of a share of Preferred Stock, which may, at the election of the
Company, be evidenced by depositary receipts), but in lieu
thereof a cash payment will be made, as provided in the Rights
Agreement.
No holder of this Rights Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any
purpose the holder of shares of Preferred Stock or of any other
securities of the Company which may at any time be issuable on
the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder
hereof, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting
stockholders (except as provided in the Rights Agreement), or to
receive dividends or subscription rights, or otherwise, until the
Right or Rights evidenced by this Rights Certificate shall have
been exercised as provided in the Rights Agreement.
This Rights Certificate shall not be valid or
obligatory for any purpose until it shall have been countersigned
by the Rights Agent.
WITNESS the facsimile signature of the proper officers
of the Company and its corporate seal.
Dated as of ____________ __, ____
ATTEST: SPRINT CORPORATION
______________________ By: ___________________________
Secretary Name:
Title:
Countersigned:
UMB BANK, N.A.
By: ______________________________
Authorized Signature
<PAGE>
[Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer any or all of the
Rights represented by this Rights Certificate.)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto
_________________________________________________________________
(Please print name, address and social security or other
identifying number of transferee)
________________ (_______) of the Rights represented by this
Rights Certificate, together with all right, title and interest
in and to said Rights, and does hereby irrevocably constitute and
appoint _____________________________ Attorney, to transfer the
Rights on the books of Sprint Corporation, with full power of
substitution.
Dated: _____________, ____
_________________________________
Signature
Signature Guaranteed:
CERTIFICATE
The undersigned hereby certifies by checking the
appropriate boxes that:
(1) this Rights Certificate [ ] is [ ] is not
being sold, assigned and transferred by or on behalf of a Person
who is or was an Acquiring Person or an Affiliate or Associate of
an Acquiring Person (as such terms are defined pursuant to the
Rights Agreement);
(2) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights
evidenced by this Rights Certificate from any Person who is, was
or subsequently became an Acquiring Person or an Affiliate or
Associate of an Acquiring Person.
Dated: ____________, ____
_________________________________
Signature
Signature Guaranteed:
<PAGE>
NOTICE
The signature to the foregoing Assignment and
Certificate must correspond to the name as written upon the face
of this Rights Certificate in every particular, without
alteration or enlargement or any change whatsoever, and must be
guaranteed by a member firm of a registered securities exchange,
a member of the National Association of Securities Dealers, Inc.,
or a commercial bank or trust company having an officer or
correspondent in the United States.
<PAGE>
FORM OF ELECTION TO PURCHASE
(To be executed by the registered holder if such holder desires
to exercise any or all of the Rights represented by this Rights
Certificate.)
To: SPRINT CORPORATION:
The undersigned hereby irrevocably elects to exercise
__________________ (________)Rights represented by this Rights
Certificate to purchase the shares of Preferred Stock issuable
upon the exercise of the Rights (or such other securities of the
Company or of any other person which may be issuable upon the
exercise of the Rights) and requests that certificates for such
shares be issued in the name of and delivered to:
Please insert social security
or taxpayer identification number ______________________________
_________________________________________________________________
(Please print name and address)
_________________________________________________________________
If such number of Rights shall not be all the Rights
evidenced by this Rights Certificate, a new Rights Certificate
for the balance of such Rights shall be registered in the name of
and delivered to:
Please insert social security
or taxpayer identification number _______________________________
_________________________________________________________________
(Please print name and address)
_________________________________________________________________
Dated: __________, ____
___________________________________
Signature
Signature Guaranteed:
<PAGE>
CERTIFICATE
The undersigned hereby certifies by checking the
appropriate boxes that:
(1) the Rights evidenced by this Rights Certificate
[ ] are [ ] are not being exercised by or on behalf of a
Person who is or was an Acquiring Person or an Affiliate or
Associate of an Acquiring Person (as such terms are defined
pursuant to the Rights Agreement);
(2) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights
evidenced by this Rights Certificate from any Person who is, was
or became an Acquiring Person or an Affiliate or Associate of an
Acquiring Person.
Dated: _____________, ____
__________________________________
Signature
Signature Guaranteed:
NOTICE
The signature to the foregoing Election to Purchase and
Certificate must correspond to the name as written upon the face
of this Rights Certificate in every particular, without
alteration or enlargement or any change whatsoever, and must be
guaranteed by a member firm of a registered securities exchange,
a member of the National Association of Securities Dealers, Inc.,
or a commercial bank or trust company having an officer or
correspondent in the United States.
<PAGE>
EXHIBIT B-2
[Form of Rights Certificate for PCS Group Rights]
Certificate No. PCSR- ________ Rights
NOT EXERCISABLE AFTER JUNE 25, 2007 OR EARLIER IF REDEEMED BY THE
COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF
THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE
RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS
BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS
DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF
SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY
THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A
PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR
ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN
THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND
THE RIGHTS REPRESENTED HEREBY MAY BECOME, OR MAY ALREADY HAVE
BECOME, NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION
7(e) OF SUCH AGREEMENT.]*
PCS Group Rights Certificate
SPRINT CORPORATION
This certifies that
, or registered assigns, is the registered owner of the
number of PCS Group Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and
conditions of the Amended and Restated Rights Agreement, dated as
of __________, 1998 (the "Rights Agreement"), between Sprint
Corporation, a Kansas corporation (the "Company"), and UMB Bank,
n.a., a banking corporation (the "Rights Agent"), to purchase
from the Company at any time prior to 5:00 P.M. (New York City
time) on June 25, 2007 (the "Final Expiration Date") at the
office or offices of the Rights Agent designated for such
purpose, or its successors as Rights Agent, one one-thousandth of
a fully paid, non-assessable share of Preferred Stock - Eighth
Series, Junior Participating, without par value (the "Preferred
Stock") of the Company, at a purchase price of $______ per one
one-thousandth of a share (the "Purchase Price"), upon
presentation and surrender of this Rights Certificate with the
Form of Election to Purchase and related Certificate duly
executed. The Purchase Price may be paid in cash or by certified
bank check or bank draft payable to the order of the Company.
The number of Rights evidenced by this Rights Certificate (and
the number of shares which may be purchased upon exercise
thereof) set forth above, and the Purchase Price per share set
forth above, are the number and Purchase Price as of <PAGE>__________,
1998, based on the Preferred Stock as constituted at such date.
The Company reserves the right to require prior to the occurrence
of a Triggering Event (as such term is defined in the Rights
Agreement) that a number of Rights be exercised so that only
whole shares of Preferred Stock will be issued.
________________
* The portion of the legend in brackets shall be inserted only
if applicable and shall replace the preceding sentence.
Upon the occurrence of a Section 11(a)(ii) Event (as
such term is defined in the Rights Agreement), if the Rights
evidenced by this Rights Certificate are beneficially owned by
(i) an Acquiring Person or an Affiliate or Associate of an
Acquiring Person (as such terms are defined in the Rights
Agreement), (ii) a transferee of an Acquiring Person or of any
such Associate or Affiliate, or (iii) under certain circumstances
specified in the Rights Agreement, a transferee of a person who,
after such transfer, became an Acquiring Person or an Affiliate
or Associate of an Acquiring Person, such Rights shall become
null and void and no holder hereof shall have any right with
respect to such Rights from and after the occurrence of such
Section 11(a)(ii) Event.
As provided in the Rights Agreement, the Purchase Price
and the number and kind of shares of Preferred Stock or other
securities which may be purchased upon the exercise of the Rights
evidenced by this Rights Certificate are subject to modification
and adjustment upon the happening of certain events, including
Triggering Events (as such term is defined in the Rights Agree-
ment).
This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Rights Agreement
reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company and the holders of the
Rights Certificates, which limitations of rights include the
temporary suspension of the exercisability of such Rights under
the specific circumstances set forth in the Rights Agreement.
Copies of the Rights Agreement are on file at the above-mentioned
office of the Rights Agent and are also available upon written
request to the Rights Agent.
This Rights Certificate, with or without other Rights
Certificates, upon presentation and surrender at the principal
office or offices of the Rights Agent designated for such
purpose, may be exchanged for another Rights Certificate or
Rights Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of one
one-thousandths of a share of Preferred Stock as the Rights
evidenced by the Rights Certificate or Rights Certificates
surrendered shall have entitled such holder to purchase. If this
Rights Certificate shall be exercised in part, the holder shall
be entitled to receive upon presentation and surrender hereof
another Rights Certificate or Rights Certificates for the number
of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Certificate may be redeemed by the
Company at its option at a redemption price of $.01 per Right at
any time prior to the earlier of the close of business on (i) the
tenth business day following the Stock Acquisition Date, and (ii)
the Final Expiration Date. In addition, subject to the
provisions of the Rights Agreement, each Right evidenced by this
Certificate may be exchanged by the Company at its option for one
share of the applicable class or series (which the holder would
have been entitled to receive upon the exercise thereof) of
Common Stock (as such term is defined in the Rights <PAGE>Agreement) of
the Company (subject to adjustment for any stock split, stock
dividend or similar transaction) following the Stock Acquisition
Date and prior to the time an Acquiring Person owns 50% or more
of the shares of Common Stock then outstanding.
No fractional shares of Preferred Stock will be issued
upon the exercise of any Right or Rights evidenced hereby (other
than fractions which are integral multiples of one one-thousandth
of a share of Preferred Stock, which may, at the election of the
Company, be evidenced by depositary receipts), but in lieu
thereof a cash payment will be made, as provided in the Rights
Agreement.
No holder of this Rights Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any
purpose the holder of shares of Preferred Stock or of any other
securities of the Company which may at any time be issuable on
the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder
hereof, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting
stockholders (except as provided in the Rights Agreement), or to
receive dividends or subscription rights, or otherwise, until the
Right or Rights evidenced by this Rights Certificate shall have
been exercised as provided in the Rights Agreement.
This Rights Certificate shall not be valid or
obligatory for any purpose until it shall have been countersigned
by the Rights Agent.
WITNESS the facsimile signature of the proper officers
of the Company and its corporate seal.
Dated as of ____________ __, ____
ATTEST: SPRINT CORPORATION
___________________________ By: ___________________________
Secretary Name:
Title:
Countersigned:
UMB BANK, N.A.
By: ________________________________
Authorized Signature
<PAGE>
[Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer any or all of the
Rights represented by this Rights Certificate.)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto
________________________________________________________________
(Please print name, address and social security or other
identifying number of transferee)
___________________ (____) of the Rights represented by this
Rights Certificate, together with all right, title and interest
in and to said Rights, and does hereby irrevocably constitute and
appoint _____________________________ Attorney, to transfer the
Rights on the books of Sprint Corporation, with full power of
substitution.
Dated: _____________, ____
__________________________________
Signature
Signature Guaranteed:
CERTIFICATE
The undersigned hereby certifies by checking the
appropriate boxes that:
(1) this Rights Certificate [ ] is [ ] is not
being sold, assigned and transferred by or on behalf of a Person
who is or was an Acquiring Person or an Affiliate or Associate of
an Acquiring Person (as such terms are defined pursuant to the
Rights Agreement);
(2) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights
evidenced by this Rights Certificate from any Person who is, was
or subsequently became an Acquiring Person or an Affiliate or
Associate of an Acquiring Person.
Dated: ____________, ____
__________________________________
Signature
Signature Guaranteed:
<PAGE>
NOTICE
The signature to the foregoing Assignment and
Certificate must correspond to the name as written upon the face
of this Rights Certificate in every particular, without
alteration or enlargement or any change whatsoever, and must be
guaranteed by a member firm of a registered securities exchange,
a member of the National Association of Securities Dealers, Inc.,
or a commercial bank or trust company having an officer or
correspondent in the United States.
<PAGE>
FORM OF ELECTION TO PURCHASE
(To be executed by the registered holder if such holder
desires to exercise any or all of the Rights represented
by this Rights Certificate.)
To: SPRINT CORPORATION:
The undersigned hereby irrevocably elects to exercise
__________________________ (____)Rights represented by this
Rights Certificate to purchase the shares of Preferred Stock
issuable upon the exercise of the Rights (or such other
securities of the Company or of any other person which may be
issuable upon the exercise of the Rights) and requests that
certificates for such shares be issued in the name of and
delivered to:
Please insert social security
or taxpayer identification number _______________________________
_________________________________________________________________
(Please print name and address)
_________________________________________________________________
If such number of Rights shall not be all the Rights
evidenced by this Rights Certificate, a new Rights Certificate
for the balance of such Rights shall be registered in the name of
and delivered to:
Please insert social security
or taxpayer identification number _______________________________
_________________________________________________________________
(Please print name and address)
_________________________________________________________________
Dated: __________, ____
__________________________________
Signature
Signature Guaranteed:
<PAGE>
CERTIFICATE
The undersigned hereby certifies by checking the
appropriate boxes that:
(1) the Rights evidenced by this Rights Certificate
[ ] are [ ] are not being exercised by or on behalf of a
Person who is or was an Acquiring Person or an Affiliate or
Associate of an Acquiring Person (as such terms are defined
pursuant to the Rights Agreement);
(2) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights
evidenced by this Rights Certificate from any Person who is, was
or became an Acquiring Person or an Affiliate or Associate of an
Acquiring Person.
Dated: _____________, ____
___________________________________
Signature
Signature Guaranteed:
NOTICE
The signature to the foregoing Election to Purchase and
Certificate must correspond to the name as written upon the face
of this Rights Certificate in every particular, without
alteration or enlargement or any change whatsoever, and must be
guaranteed by a member firm of a registered securities exchange,
a member of the National Association of Securities Dealers, Inc.,
or a commercial bank or trust company having an officer or
correspondent in the United States.
<PAGE>
EXHIBIT B-3
[Form of Rights Certificate for Old Class A Rights]
Certificate No. AR- ________ Rights
NOT EXERCISABLE AFTER JUNE 25, 2007 OR EARLIER IF REDEEMED BY THE
COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF
THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE
RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS
BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS
DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF
SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY
THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A
PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR
ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN
THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND
THE RIGHTS REPRESENTED HEREBY MAY BECOME, OR MAY ALREADY HAVE
BECOME, NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION
7(e) OF SUCH AGREEMENT.]*
Old Class A Rights Certificate
SPRINT CORPORATION
This certifies that ,
or registered assigns, is the registered owner of the number of
Old Class A Rights set forth above, each of which entitles the
owner thereof, subject to the terms, provisions and conditions of
the Amended and Restated Rights Agreement, dated as of
__________, 1998 (the "Rights Agreement"), between Sprint
Corporation, a Kansas corporation (the "Company"), and UMB Bank,
n.a., a banking corporation (the "Rights Agent"), to purchase
from the Company at any time prior to 5:00 P.M. (New York City
time) on June 25, 2007 (the "Final Expiration Date") at the
office or offices of the Rights Agent designated for such
purpose, or its successors as Rights Agent, (A) if exercised
prior to the filing of the Subsequent Charter Amendment (as such
term is defined in the Rights Agreement) pursuant to K.S.A.
Section 17-6003(d), one one-thousandth of a fully paid, non-assessable share
of Preferred Stock - Sixth Series, Junior Participating, without
par value (the "Preferred Stock -- Sixth Series") of the Company,
at a purchase price of $______ per one one-thousandth of a share
of Preferred Stock -- Sixth Series (during this time period, the
"Purchase Price"), and (B) if exercised after the filing of the
Subsequent Charter Amendment pursuant to K.S.A. Section 17-6003(d), the
sum of (i) one one-thousandth of a fully paid, non-assessable
share of Preferred Stock -- Series Sixth for each share
represented by the quotient of the <PAGE>Number of Shares Issuable With
Respect To The Old Class A Equity Interest In The FON Group (as
such term is defined in the Rights Agreement) divided by the
aggregate number of shares of Old Class A Common Stock (as such
term is defined in the Rights Agreement) issued and outstanding
at such time, at a purchase price equal to $__________ per one
one-thousandth of a share of Preferred Stock -- Sixth Series
(such Purchase Price per one one-thousandth of a share of
Preferred Stock -- Sixth Series is referred to as the "Old Class
A Sixth Series Purchase Price"), and (ii) one one-thousandth of a
fully paid, non-assessable share of Preferred Stock - Eighth
Series, Junior Participating, without par value (the "Preferred
Stock -- Eighth Series") of the Company for each share
represented by the quotient of the Number Of Shares Issuable With
Respect To The Old Class Equity Interest In The PCS Group (as
such term is defined in the Rights Agreement) divided by the
aggregate number of shares of Old Class A Common Stock issued and
outstanding at such time, at a purchase price equal $_______ per
one one-thousandth of a share of Preferred Stock -- Eighth Series
(such purchase per one one-thousandth of a share of Preferred
Stock -- Eighth Series is referred to as the "Old Class A Eighth
Series Purchase Price; the Old Class A Sixth Series Purchase
Price and the Old Class A Eighth Series Purchase Price are
referred to collectively, during this time period, as the
"Purchase Price"), upon presentation and surrender of this Rights
Certificate with the Form of Election to Purchase and related
Certificate duly executed. The Purchase Price may be paid in
cash or by certified bank check or bank draft payable to the
order of the Company. The number of Rights evidenced by this
Rights Certificate (and the number of shares which may be pur-
chased upon exercise thereof) set forth above, and the Purchase
Price per share set forth above, are the number and Purchase
Price as of __________, 1998, based on the Preferred Stock as
constituted at such date. The Company reserves the right to
require prior to the occurrence of a Triggering Event (as such
term is defined in the Rights Agreement) that a number of Rights
be exercised so that only whole shares of Preferred Stock will be
issued.
_____________
* The portion of the legend in brackets shall be inserted only
if applicable and shall replace the preceding sentence.
Upon the occurrence of a Section 11(a)(ii) Event (as
such term is defined in the Rights Agreement), if the Rights
evidenced by this Rights Certificate are beneficially owned by
(i) an Acquiring Person or an Affiliate or Associate of an
Acquiring Person (as such terms are defined in the Rights
Agreement), (ii) a transferee of an Acquiring Person or of any
such Associate or Affiliate, or (iii) under certain circumstances
specified in the Rights Agreement, a transferee of a person who,
after such transfer, became an Acquiring Person or an Affiliate
or Associate of an Acquiring Person, such Rights shall become
null and void and no holder hereof shall have any right with
respect to such Rights from and after the occurrence of such
Section 11(a)(ii) Event.
As provided in the Rights Agreement, the Purchase Price
and the number and kind of shares of Preferred Stock or other
securities which may be purchased upon the exercise of the Rights
evidenced by this Rights Certificate are subject to modification
and adjustment upon the happening of certain events, including
Triggering Events (as such term is defined in the Rights Agree-
ment).
This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Rights Agreement
reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company and the holders of the
Rights Certificates, which limitations of rights include the
temporary suspension of the exercisability of such Rights under
the specific circumstances <PAGE>set forth in the Rights Agreement.
Copies of the Rights Agreement are on file at the above-mentioned
office of the Rights Agent and are also available upon written
request to the Rights Agent.
This Rights Certificate, with or without other Rights
Certificates, upon presentation and surrender at the principal
office or offices of the Rights Agent designated for such
purpose, may be exchanged for another Rights Certificate or
Rights Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of one
one-thousandth of a share of each of the Preferred Stock--Series
Sixth and Preferred Stock--Series Eighth as the Rights evidenced
by the Rights Certificate or Rights Certificates surrendered
shall have entitled such holder to purchase. If this Rights
Certificate shall be exercised in part, the holder shall be
entitled to receive upon presentation and surrender hereof
another Rights Certificate or Rights Certificates for the number
of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Certificate may be redeemed by the
Company at its option at a redemption price of $.01 per Right at
any time prior to the earlier of the close of business on (i) the
tenth business day following the Stock Acquisition Date, and (ii)
the Final Expiration Date. In addition, subject to the
provisions of the Rights Agreement, each Right evidenced by this
Certificate may be exchanged by the Company at its option for one
share of the applicable class or series (which the holder would
have been entitled to receive upon the exercise thereof) of
Common Stock (as such term is defined in the Rights Agreement) of
the Company (subject to adjustment for any stock split, stock
dividend or similar transaction) following the Stock Acquisition
Date and prior to the time an Acquiring Person owns 50% or more
of the shares of Common Stock then outstanding.
No fractional shares of Preferred Stock--Series Sixth
and Preferred Stock--Series Eighth will be issued upon the
exercise of any Right or Rights evidenced hereby (other than
fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock, which may, at the election of the
Company, be evidenced by depositary receipts), but in lieu
thereof a cash payment will be made, as provided in the Rights
Agreement.
No holder of this Rights Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any
purpose the holder of shares of Preferred Stock--Series Sixth and
Preferred Stock--Series Eighth or of any other securities of the
Company which may at any time be issuable on the exercise hereof,
nor shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the
rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings
or other actions affecting stockholders (except as provided in
the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this
Rights Certificate shall have been exercised as provided in the
Rights Agreement.
This Rights Certificate shall not be valid or
obligatory for any purpose until it shall have been countersigned
by the Rights Agent.
<PAGE>
WITNESS the facsimile signature of the proper officers
of the Company and its corporate seal.
Dated as of ____________ __, ____
ATTEST: SPRINT CORPORATION
_________________________ By: __________________________
Secretary Name:
Title:
Countersigned:
UMB BANK, N.A.
By: ________________________________
Authorized Signature
<PAGE>
[Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer any or all of the
Rights represented by this Rights Certificate.)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto
_________________________________________________________________
(Please print name, address and social security or other
identifying number of transferee)
_______________ (___) of the Rights represented by this Rights
Certificate, together with all right, title and interest in and
to said Rights, and does hereby irrevocably constitute and
appoint _____________________________ Attorney, to transfer the
Rights on the books of Sprint Corporation, with full power of
substitution.
Dated: _____________, ____
______________________________
Signature
Signature Guaranteed:
CERTIFICATE
The undersigned hereby certifies by checking the
appropriate boxes that:
(1) this Rights Certificate [ ] is [ ] is not
being sold, assigned and transferred by or on behalf of a Person
who is or was an Acquiring Person or an Affiliate or Associate of
an Acquiring Person (as such terms are defined pursuant to the
Rights Agreement);
(2) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights
evidenced by this Rights Certificate from any Person who is, was
or subsequently became an Acquiring Person or an Affiliate or
Associate of an Acquiring Person.
Dated: ____________, ____
______________________________
Signature
Signature Guaranteed:
<PAGE>
NOTICE
The signature to the foregoing Assignment and
Certificate must correspond to the name as written upon the face
of this Rights Certificate in every particular, without
alteration or enlargement or any change whatsoever, and must be
guaranteed by a member firm of a registered securities exchange,
a member of the National Association of Securities Dealers, Inc.,
or a commercial bank or trust company having an officer or
correspondent in the United States.
<PAGE>
FORM OF ELECTION TO PURCHASE
(To be executed by the registered holder if such
holder desires to exercise any or all of the Rights
represented by this Rights Certificate.)
To: SPRINT CORPORATION:
The undersigned hereby irrevocably elects to exercise
_________________________ (____)Rights represented by this Rights
Certificate to purchase the shares of Preferred Stock issuable
upon the exercise of the Rights (or such other securities of the
Company or of any other person which may be issuable upon the
exercise of the Rights) and requests that certificates for such
shares be issued in the name of and delivered to:
Please insert social security
or taxpayer identification number ______________________________
________________________________________________________________
(Please print name and address)
________________________________________________________________
If such number of Rights shall not be all the Rights
evidenced by this Rights Certificate, a new Rights Certificate
for the balance of such Rights shall be registered in the name of
and delivered to:
Please insert social security
or taxpayer identification number ______________________________
________________________________________________________________
(Please print name and address)
________________________________________________________________
Dated: __________, ____
_____________________________
Signature
Signature Guaranteed:
<PAGE>
CERTIFICATE
The undersigned hereby certifies by checking the
appropriate boxes that:
(1) the Rights evidenced by this Rights Certificate
[ ] are [ ] are not being exercised by or on behalf of a
Person who is or was an Acquiring Person or an Affiliate or
Associate of an Acquiring Person (as such terms are defined
pursuant to the Rights Agreement);
(2) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights
evidenced by this Rights Certificate from any Person who is, was
or became an Acquiring Person or an Affiliate or Associate of an
Acquiring Person.
Dated: _____________, ____
______________________________
Signature
Signature Guaranteed:
NOTICE
The signature to the foregoing Election to Purchase and
Certificate must correspond to the name as written upon the face
of this Rights Certificate in every particular, without
alteration or enlargement or any change whatsoever, and must be
guaranteed by a member firm of a registered securities exchange,
a member of the National Association of Securities Dealers, Inc.,
or a commercial bank or trust company having an officer or
correspondent in the United States.
<PAGE>
EXHIBIT B-4
[Form of Rights Certificate for Series DT Rights]
Certificate No. DTR- ________ Rights
NOT EXERCISABLE AFTER JUNE 25, 2007 OR EARLIER IF REDEEMED BY THE
COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF
THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE
RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS
BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS
DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF
SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY
THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A
PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR
ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN
THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND
THE RIGHTS REPRESENTED HEREBY MAY BECOME, OR MAY ALREADY HAVE
BECOME, NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION
7(e) OF SUCH AGREEMENT.]*
Series DT Rights Certificate
SPRINT CORPORATION
This certifies that ,
or registered assigns, is the registered owner of the number of
Series DT Rights set forth above, each of which entitles the
owner thereof, subject to the terms, provisions and conditions of
the Amended and Restated Rights Agreement, dated as of
__________, 1998 (the "Rights Agreement"), between Sprint
Corporation, a Kansas corporation (the "Company"), and UMB Bank,
n.a., a banking corporation (the "Rights Agent"), to purchase
from the Company at any time prior to 5:00 P.M. (New York City
time) on June 25, 2007 (the "Final Expiration Date") at the
office or offices of the Rights Agent designated for such
purpose, or its successors as Rights Agent, (A) if exercised
prior to the filing of the Subsequent Charter Amendment (as such
term is defined in the Rights Agreement) pursuant to K.S.A.
Section 17-6003(d), one one-thousandth of a fully paid,
non-assessable share of Preferred Stock - Sixth Series, Junior
Participating, without par value (the "Preferred Stock -- Sixth
Series") of the Company, at a purchase price of $______ per one
one-thousandth of a share of Preferred Stock -- Sixth Series
(during this time, the "Purchase Price"), and (B) if exercised
after the filing of the Subsequent Charter Amendment pursuant to
K.S.A. Section 17-6003(d), the sum of (i) one one-thousandth of a
fully paid, non-assessable share of Preferred Stock -- Series
Sixth for each share represented by the quotient of the <PAGE>Number Of
Shares Issuable With Respect To The Series DT Equity Interest In
The FON Group (as such term is defined in the Rights Agreement)
divided by the aggregate number of shares of Class A Common Stock
- - Series DT (as such term is defined in the Rights Agreement)
issued and outstanding at such time, at a purchase price equal to
$__________ per one one-thousandth of a share of Preferred Stock
- -- Sixth Series (such purchase price per one one-thousandth of a
share of Preferred Stock -- Sixth Series is referred to as the
"Series DT Sixth Series Purchase Price"), and (ii) one
one-thousandth of a fully paid, non-assessable share of Preferred
Stock - Eighth Series, Junior Participating, without par value
(the "Preferred Stock -- Eighth Series") of the Company for each
share represented by the quotient of the Number Of Shares
Issuable With Respect To The Series DT Equity Interest In The PCS
Group (as such term is defined in the Rights Agreement) divided
by the aggregate number of shares of Class A Common Stock -
Series DT issued and outstanding at such time, at a purchase
price equal $_______ per one one-thousandth of a share of
Preferred Stock -- Eighth Series (such purchase per one
one-thousandth of a share of Preferred Stock -- Eighth Series is
referred to as the "Series DT Eighth Series Purchase Price"; the
Series DT Sixth Series Purchase Price and the Series DT Eighth
Series Purchase Price are referred to collectively, during this
time period, as the "Purchase Price"), upon presentation and sur-
render of this Rights Certificate with the Form of Election to
Purchase and related Certificate duly executed. The Purchase
Price may be paid in cash or by certified bank check or bank
draft payable to the order of the Company. The number of Rights
evidenced by this Rights Certificate (and the number of shares
which may be purchased upon exercise thereof) set forth above,
and the Purchase Price per share set forth above, are the number
and Purchase Price as of __________, 1998, based on the Preferred
Stock as constituted at such date. The Company reserves the
right to require prior to the occurrence of a Triggering Event
(as such term is defined in the Rights Agreement) that a number
of Rights be exercised so that only whole shares of Preferred
Stock will be issued.
_________________
* The portion of the legend in brackets shall be inserted only
if applicable and shall replace the preceding sentence.
Upon the occurrence of a Section 11(a)(ii) Event (as
such term is defined in the Rights Agreement), if the Rights
evidenced by this Rights Certificate are beneficially owned by
(i) an Acquiring Person or an Affiliate or Associate of an
Acquiring Person (as such terms are defined in the Rights
Agreement), (ii) a transferee of an Acquiring Person or of any
such Associate or Affiliate, or (iii) under certain circumstances
specified in the Rights Agreement, a transferee of a person who,
after such transfer, became an Acquiring Person or an Affiliate
or Associate of an Acquiring Person, such Rights shall become
null and void and no holder hereof shall have any right with
respect to such Rights from and after the occurrence of such
Section 11(a)(ii) Event.
As provided in the Rights Agreement, the Purchase Price
and the number and kind of shares of Preferred Stock or other
securities which may be purchased upon the exercise of the Rights
evidenced by this Rights Certificate are subject to modification
and adjustment upon the happening of certain events, including
Triggering Events (as such term is defined in the Rights Agree-
ment).
This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Rights Agreement
reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company and the holders of the
Rights Certificates, which limitations of rights include the
temporary suspension of the exercisability of such Rights under
the specific circumstances <PAGE>set forth in the Rights
Agreement. Copies of the Rights Agreement are on file at the
above-mentioned office of the Rights Agent and are also available
upon written request to the Rights Agent.
This Rights Certificate, with or without other Rights
Certificates, upon presentation and surrender at the principal
office or offices of the Rights Agent designated for such
purpose, may be exchanged for another Rights Certificate or
Rights Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of one
one-thousandth of a share of each of the Preferred Stock--Series
Sixth and Preferred Stock--Series Eighth as the Rights evidenced
by the Rights Certificate or Rights Certificates surrendered
shall have entitled such holder to purchase. If this Rights
Certificate shall be exercised in part, the holder shall be
entitled to receive upon presentation and surrender hereof
another Rights Certificate or Rights Certificates for the number
of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Certificate may be redeemed by the
Company at its option at a redemption price of $.01 per Right at
any time prior to the earlier of the close of business on (i) the
tenth business day following the Stock Acquisition Date, and (ii)
the Final Expiration Date. In addition, subject to the
provisions of the Rights Agreement, each Right evidenced by this
Certificate may be exchanged by the Company at its option for one
share of the applicable class or series (which the holder would
be entitled to receive upon exercise thereof) of Common Stock (as
such term is defined in the Rights Agreement) of the Company
(subject to adjustment for any stock split, stock dividend or
similar transaction) following the Stock Acquisition Date and
prior to the time an Acquiring Person owns 50% or more of the
shares of Common Stock then outstanding.
No fractional shares of Preferred Stock--Series Sixth
and Preferred Stock--Series Eighth will be issued upon the
exercise of any Right or Rights evidenced hereby (other than
fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock, which may, at the election of the
Company, be evidenced by depositary receipts), but in lieu
thereof a cash payment will be made, as provided in the Rights
Agreement.
No holder of this Rights Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any
purpose the holder of shares of Preferred Stock--Series Sixth and
Preferred Stock--Series Eighth or of any other securities of the
Company which may at any time be issuable on the exercise hereof,
nor shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the
rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings
or other actions affecting stockholders (except as provided in
the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this
Rights Certificate shall have been exercised as provided in the
Rights Agreement.
This Rights Certificate shall not be valid or
obligatory for any purpose until it shall have been countersigned
by the Rights Agent.
<PAGE>
WITNESS the facsimile signature of the proper officers
of the Company and its corporate seal.
Dated as of ____________ __, ____
ATTEST: SPRINT CORPORATION
_____________________________ By: __________________________
Secretary Name:
Title:
Countersigned:
UMB BANK, N.A.
By: _________________________________
Authorized Signature
<PAGE>
[Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer any or all of the
Rights represented by this Rights Certificate.)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto
_________________________________________________________________
(Please print name, address and social security or other
identifying number of transferee)
______________ (____) of the Rights represented by this Rights
Certificate, together with all right, title and interest in and
to said Rights, and does hereby irrevocably constitute and
appoint _____________________________ Attorney, to transfer the
Rights on the books of Sprint Corporation, with full power of
substitution.
Dated: _____________, ____
_____________________________
Signature
Signature Guaranteed:
CERTIFICATE
The undersigned hereby certifies by checking the
appropriate boxes that:
(1) this Rights Certificate [ ] is [ ] is not
being sold, assigned and transferred by or on behalf of a Person
who is or was an Acquiring Person or an Affiliate or Associate of
an Acquiring Person (as such terms are defined pursuant to the
Rights Agreement);
(2) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights
evidenced by this Rights Certificate from any Person who is, was
or subsequently became an Acquiring Person or an Affiliate or
Associate of an Acquiring Person.
Dated: ____________, ____
______________________________
Signature
Signature Guaranteed:
<PAGE>
NOTICE
The signature to the foregoing Assignment and
Certificate must correspond to the name as written upon the face
of this Rights Certificate in every particular, without
alteration or enlargement or any change whatsoever, and must be
guaranteed by a member firm of a registered securities exchange,
a member of the National Association of Securities Dealers, Inc.,
or a commercial bank or trust company having an officer or
correspondent in the United States.
<PAGE>
FORM OF ELECTION TO PURCHASE
(To be executed by the registered holder if such
holder desires to exercise any or all of the Rights
represented by this Rights Certificate.)
To: SPRINT CORPORATION:
The undersigned hereby irrevocably elects to exercise
___________________________ (___)Rights represented by this
Rights Certificate to purchase the shares of Preferred Stock
issuable upon the exercise of the Rights (or such other
securities of the Company or of any other person which may be
issuable upon the exercise of the Rights) and requests that
certificates for such shares be issued in the name of and
delivered to:
Please insert social security
or taxpayer identification number _______________________________
_________________________________________________________________
(Please print name and address)
_________________________________________________________________
If such number of Rights shall not be all the Rights
evidenced by this Rights Certificate, a new Rights Certificate
for the balance of such Rights shall be registered in the name of
and delivered to:
Please insert social security
or taxpayer identification number _______________________________
_________________________________________________________________
(Please print name and address)
_________________________________________________________________
Dated: __________, ____
______________________________
Signature
Signature Guaranteed:
<PAGE>
CERTIFICATE
The undersigned hereby certifies by checking the
appropriate boxes that:
(1) the Rights evidenced by this Rights Certificate
[ ] are [ ] are not being exercised by or on behalf of a
Person who is or was an Acquiring Person or an Affiliate or
Associate of an Acquiring Person (as such terms are defined
pursuant to the Rights Agreement);
(2) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights
evidenced by this Rights Certificate from any Person who is, was
or became an Acquiring Person or an Affiliate or Associate of an
Acquiring Person.
Dated: _____________, ____
______________________________
Signature
Signature Guaranteed:
NOTICE
The signature to the foregoing Election to Purchase and
Certificate must correspond to the name as written upon the face
of this Rights Certificate in every particular, without
alteration or enlargement or any change whatsoever, and must be
guaranteed by a member firm of a registered securities exchange,
a member of the National Association of Securities Dealers, Inc.,
or a commercial bank or trust company having an officer or
correspondent in the United States.
