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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
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PEOPLE'S CHOICE TV CORP.
(Name of Issuer)
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Common Stock, $0.01 par value per share
(Title of Class of Securities)
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710847 10 4
(CUSIP Number)
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Don A. Jensen
Vice President and Secretary
Sprint Corporation
P.O. Box 11315
Kansas City, Missouri 64112
(913) 624-3326
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
Bruce N. Hawthorne, Esq.
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
Telephone: (404) 572-4600
May 21, 1999
(Date of Event which Requires Filing of this Amendment)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box: [_]
*The remainder of this cover page shall be filled out for a reporting
person's initial filing of this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act, but shall be subject to all other provisions of the
Exchange Act (however, see the Notes).
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CUSIP No. 710847 10 4
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sprint Corporation
48-0457967
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1. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCES OF FUNDS
WC
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1. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
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SOLE VOTING POWER
7
NUMBER OF 7,564,691*
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
555,555**
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 7,564,691*
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
555,555**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,120,246 ***
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [X]
The foregoing amounts exclude any shares of Common Stock held by executive
officers and directors of the Reporting Person, if any. The Reporting
Person disclaims beneficial ownership of any shares held by such officers
and directors.
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
49.4%
The foregoing reflects the Owned Preferred, the Additional Owned Preferred,
the Owned Common and shares covered by the Second Preferred Option (each
defined in the Note following Line 14) and is calculated in accordance with
Rule 13d-3, which requires that the Reporting Person assume that the total
number of outstanding shares of Common Stock are equal to the number
actually outstanding plus the number that would be issued upon conversion of
the Owned Preferred and the Additional Owned Preferred and exercise and
conversion of the Second Preferred Option held by the Reporting Person. See
the Note following Line 14.
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14. TYPE OF REPORTING PERSON
CO
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* Reflects the voting power of (i) the 497,405 shares (the "Owned Preferred")
of Convertible Cumulative Pay-in-Kind Preferred Stock, par value $0.01 per
share (the "Preferred Stock") purchased by the Reporting Person on April 6,
1999, (ii) the 123,699 shares of Preferred Stock purchased by the Reporting
Person on May 21, 1999 pursuant to exercise of the First Preferred Option
(as hereinafter defined) (the "Additional Owned Preferred") and (iii) the
4,804,231 shares of Common Stock, par value $0.01 per share (the "Owned
Common"), purchased by the Reporting Person on May 21, 1999 pursuant to
exercise of the Common Options (as hereinafter defined). The Preferred
Stock possesses approximately 4.444 votes per share and is convertible at
any time, at the option of the holder, into shares of Common Stock at a
conversion price of $22.50 (or approximately 4.444 shares of Common Stock
for each share of Preferred Stock), subject to certain adjustments. See
Item 4.
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** Reflects the shares of Preferred Stock covered by the Second Preferred
Option, over which Sprint may be deemed to have beneficial ownership.
*** Reflects the Owned Preferred, the Additional Owned Preferred, the Owned
Common (including the Additional Oristano Shares) and the shares covered by
the Second Preferred Option. The Owned Preferred, the Additional Owned
Preferred and the shares of Preferred Stock underlying the Second Preferred
Option are convertible at any time at the option of the holder into an
aggregate of 3,316,014 shares of Common Stock. Of these shares, 555,555
relate to the Second Preferred Option, over which the Reporting Person may
be deemed to possess beneficial ownership. See Items 4 and 5.
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This Amendment No. 2 relates to the Schedule 13D filed by Sprint
Corporation, a Kansas corporation ("Sprint" or the "Reporting Person") on April
13, 1999, as amended by Amendment No. 1 to the Schedule 13D filed on April 29,
1999 (as so amended, the "Schedule 13D"). Capitalized terms used herein but not
defined shall have the same meanings as in the original Schedule 13D, as amended
by Amendment No. 1. This Amendment No. 2 is filed to reflect the exercise by
Sprint of certain options, as described in Item 4 hereof. The Schedule 13D
hereby is amended as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The Section entitled "Preferred Stock" under Item 3 is hereby amended to
read in its entirety as set forth below.
PREFERRED STOCK.
Sprint paid $15,000,000 to acquire the Owned Preferred on April 6, 1999.
On May 21, 1999, Sprint purchased the 123,699 shares of Preferred Stock
covered by the First Preferred Option at a price of $36.50 per share, for a
total purchase price of $4,514,456.50.
If Sprint exercises the Second Preferred Option and acquires the Second
Preferred Option Shares, Sprint will pay for such shares: (i) $3,853,420 plus
(ii) an amount equal to interest accrued on such amount at the rate of six
percent (6%) per annum, compounded quarterly, calculated from April 6, 1999 to
the date of closing of such purchase.
(b) The Section entitled "Common Stock" under Item 3 is hereby amended to
read in its entirety as set forth below. All Sections of Item 3 other than
"Preferred Stock" and "Common Stock" remain unchanged.
COMMON STOCK.
On May 21, 1999, Sprint purchased all of the Oristano Option Shares
(including an additional 808 shares of Common Stock owned by the Oristano
Holders and purchased by Sprint concurrently with, and on the same terms as, the
purchase of the Oristano Shares) (such additional shares, the "Additional
Oristano Shares") at a price of $10.00 per share, for a total purchase price of
$16,956,310, by exercising its option under the Oristano Agreement.
On May 21, 1999, Sprint purchased all of the Bay Option Shares at a price of
$10.00 per share, for a total purchase price of $8,816,000, by exercising its
option under the Bay Agreement.
On May 21, 1999, Sprint purchased all of the New Option Shares at a price of
$10.00 per share, for an aggregate purchase price of $22,270,000, by exercising
its options under the New Option Agreements.
If Sprint acquires all of the outstanding shares of Common Stock pursuant to
the Merger, Sprint will pay $131,118,480 for such shares, subject to further
adjustments as described in
1
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Item 4, based on the number of shares of Common Stock outstanding as of May 28,
1999 as reported by the Company. Sprint disclaims beneficial ownership of such
shares. The Merger Agreement provides that shares of Common Stock that are owned
by Sprint (and shares of Common Stock and Preferred Stock that are owned by the
Company as treasury stock) will be canceled in the Merger.
ITEM 4. PURPOSE OF THE TRANSACTION.
(a) The section entitled "Merger Agreement" under Item 4 is hereby amended
and supplemented to add the following sentence at the end of the second
paragraph of such section:
As a result of Sprint's having entered into the New Option Agreements, and
exercised the options to purchase an aggregate of 2,227,000 shares of Common
Stock thereunder at an exercise price of $10.00 per share, the shares of Common
Stock that are acquired and canceled in the Merger will be converted into the
right to receive $10.00 in cash per share, without interest.
(b) In addition, the section entitled "Common Option Agreements" under Item
4 is hereby amended and supplemented to change the title of such section to "The
Owned Common and the Common Option Agreements" and to add the following new
paragraph after the first paragraph of such section:
On May 19, 1999, Sprint exercised all of the options described in the
foregoing paragraph and thereby acquired an aggregate of 4,804,231 shares of
Common Stock (which number of shares includes the Additional Oristano Shares)
(such shares collectively, the "Owned Common") on May 21, 1999. Sprint
exercised the options under the Option Agreements with the purpose of
facilitating its efforts to consummate the Merger.
(c) The remainder of Item 4 shall remain unchanged.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended to read in its entirety as follows:
The information set forth in Item 4 is hereby incorporated herein by
reference. Sprint owns the Owned Preferred, the Additional Owned Preferred and
the Owned Common and holds the Second Preferred Option. Sprint has beneficial
ownership of the shares of Common Stock underlying the Owned Preferred and the
Additional Owned Preferred, and may be deemed to have beneficial ownership of
the shares of Common Stock underlying the Second Preferred Option.
The Owned Preferred and the Additional Owned Preferred are convertible into
an aggregate of 2,760,460 shares of Common Stock. Such number of shares of
Common Stock, when combined with the Owned Common, represents approximately
46.0% of the outstanding shares of Common Stock of the Company on an as-
converted basis.
2
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If the shares of Common Stock underlying the Second Preferred Option are
deemed beneficially owned by Sprint, then Sprint beneficially owns securities
convertible and exercisable into an aggregate of 8,120,246 shares of Common
Stock, or approximately 49.4% of the outstanding Common Stock on an as-converted
basis.
Such percentages are calculated in accordance with Rule 13d-3, pursuant to
which total number of outstanding shares of Common Stock is assumed to be equal
to the number actually outstanding plus the number that would be issued upon
conversion of the Owned Preferred, the Additional Owned Preferred and the shares
underlying the Second Preferred Option.
(b) The number of shares of Common Stock beneficially owned: (i) with
respect to which there is sole voting power is 7,564,691, (ii) with respect to
which there is shared voting power is 555,555, (iii) with respect to which there
is sole dispositive power is 7,564,691, and (iv) with respect to which there is
shared dispositive power is 555,555.
(c) Except as set forth in Item 4, Sprint has not effected any transactions
in the Common Stock during the past 60 days.
(d)--(e) Inapplicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 hereby is amended to read in its entirety as follows:
The following documents are filed herewith:
Ex. No.
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*1. Securities Purchase and Option Agreement, dated as of April 2, 1999,
between Sprint and Wireless Holding LLC
*2. Agreement and Plan of Merger among Sprint, MM Acquisition Corp. and the
Company, dated as of April 12, 1999
*3. Stockholder and Option Agreement between Sprint and Matthew Oristano,
dated April 12, 1999
*4. Stockholder and Option Agreement between Sprint and Bay Harbour
Management, LC, dated April 12, 1999
**5. Stockholder and Option Agreement between Sprint and Joe Moran, dated April
23, 1999
**6. Stockholder and Option Agreement between Sprint and John Gorman, dated
April 28, 1999
**7. Stockholder and Option Agreement between Sprint and Loeb Partners
Corporation, dated April 23, 1999
**8. Stockholder and Option Agreement between Sprint and Pequod Investments
L.P., dated April 23, 1999
**9. Stockholder and Option Agreement between Sprint and Pequod International
Ltd., dated April 23, 1999
3
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**10. Stockholder and Option Agreement between Sprint and John Glade, dated
April 23, 1999
**11. Stockholder and Option Agreement between Sprint and James B. Rubin Family
Accounts, dated April 23, 1999
**12. Stockholder and Option Agreement between Sprint and various funds
controlled by Tudor Investment Corp., dated April 26, 1999
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* Previously filed with the original Schedule 13D filed by Sprint on
April 13, 1999.
** Previously filed with Amendment No. 1 to Schedule 13D filed by Sprint on
April 29, 1999.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 2, 1999 SPRINT CORPORATION
By: /s/ Don A. Jensen
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Title: Vice President
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