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As filed with the Securities and Exchange Commission on
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SPRINT CAPITAL CORPORATION SPRINT CORPORATION
As Issuer and Registrant of Debt As Issuer and Registrant of Debt
Securities Securities and Guarantees
(Exact names of registrants as specified in their charters)
DELAWARE KANSAS
(State of Incorporation) (State of Incorporation)
48-1132866 48-0457967
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
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P.O. BOX 11315, KANSAS CITY, MISSOURI 64112, (913) 624-3000
(Address, including zip code, and telephone number, including area code, of
both registrants' principal executive offices)
Don A. Jensen
Vice President and Secretary
Sprint Corporation
P.O. Box 11315, Kansas City, Missouri 64112
Telephone (913) 624-3326
(Name, address, including zip code, and telephone number, including area code,
of agent for service for registrants)
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Approximate date of commencement of proposed sale to the public: From time to
time afterthe effective date of the registration statement, as determined by
market conditions and other factors.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Title of each class of Amount maximum Proposed maximum Amount of
securities to be to be offering price aggregate offering registration
registered registered per unit(1) price(1) fee
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<S> <C> <C> <C> <C>
Debt Securities--to be
issued by Sprint
Corporation and/or
Sprint Capital
Corporation........... $4,000,000,000(2) 100% $4,000,000,000 $1,112,000
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Guarantees--of the Debt
Securities of Sprint
Capital Corporation by
Sprint Corporation.... (3) (3) (3)
</TABLE>
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(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(o) and not a representation as to the actual
offering or re-offering price.
(2) Or, in the case of Debt Securities issued at an original issue discount,
such greater principal amount as shall result in an aggregate public
offering price of the amount set forth above or, in the case of Debt
Securities denominated in a currency other than U.S. dollars or in a
currency unit, such U.S. dollar amount as shall result from converting the
aggregate public offering price of such Debt Securities into U.S. dollars
at the spot exchange rate in effect on the date such Debt Securities are
initially offered to the public.
(3) No separate consideration will be received for the Guarantees.
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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<PAGE>
PROSPECTUS
[LOGO]
SPRINT CORPORATION
Debt Securities
SPRINT CAPITAL CORPORATION
Debt Securities
Unconditionally Guaranteed by
SPRINT CORPORATION
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Sprint Corporation and its subsidiary, Sprint Capital Corporation, may offer
from time to time, in the aggregate, $4,000,000,000 principal amount of
unsecured senior Debt Securities. The Debt Securities may be in other
currencies or currency units in an equivalent amount. In the event Debt
Securities are issued at an original issue discount, the net proceeds from the
offering will aggregate $4,000,000,000. Sprint and/or Sprint Capital will offer
the Debt Securities as separate series, in amounts, at prices and on terms
determined at the time of sale.
Sprint will unconditionally guarantee (the "Guarantees") the payment of
principal of and any premium and interest on all Debt Securities issued by
Sprint Capital.
A supplement to this Prospectus will set forth the specific terms of any
series of Debt Securities that is offered and the terms of offering of the
series of Debt Securities. The Prospectus Supplement will contain information,
where applicable, about material United States federal income tax
considerations relating to the Debt Securities covered by the Prospectus
Supplement. The Prospectus Supplement will also contain information about any
listings of the Debt Securities on a securities exchange. See "Plan of
Distribution" for the different methods that may be used to offer the Debt
Securities and for possible indemnification arrangements for underwriters,
dealers and agents.
The Debt Securities will be represented by one or more Global Securities
registered in the name of the nominee of The Depository Trust Company. Unless
otherwise stated in the Prospectus Supplement, Debt Securities in definitive
form will not be issued. See "Description of Debt Securities--Book-Entry
System."
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is
a criminal offense.
----------------
The date of this Prospectus is
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WHERE YOU CAN FIND MORE INFORMATION
This Prospectus is part of a Registration Statement that we have filed with
the SEC. To see more detail, you should read the exhibits filed with our
Registration Statement. Sprint also files annual, quarterly and special
reports, proxy statements and other information with the SEC.
You can inspect and copy the Registration Statement on Form S-3 of which this
Prospectus is a part, as well as reports, proxy statements and other
information filed by Sprint, at the public reference facilities maintained by
the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following Regional Offices of the SEC: 7 World Trade Center, Suite 1300,
New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. You can obtain copies of this material from the
Public Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. You can call the SEC at 1-800-732-0330 for
information regarding the operation of its Public Reference Room. The SEC also
maintains a site on the World Wide Web at http://www.sec.gov that contains
reports, proxy statements and other information regarding registrants, like
Sprint, that file electronically.
You can also inspect reports, proxy statements and other information
concerning Sprint at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, on which exchange the FON Common Stock and
the PCS Common Stock of Sprint are listed.
This Prospectus provides you with a general description of the Debt
Securities that we may offer and any related Guarantees. Each time we sell Debt
Securities, we will provide a Prospectus Supplement that will contain specific
information about the terms of that offering. The Prospectus Supplement may
also add, update or change information contained in this Prospectus. You should
read both this Prospectus and any Prospectus Supplement, together with the
additional information that is incorporated by reference, as described below.
The SEC allows this Prospectus to "incorporate by reference" certain other
information that Sprint files with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this Prospectus,
and information that Sprint files later with the SEC will automatically update
and replace this information. We incorporate by reference the documents listed
below and any future filings made by Sprint with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of
the securities that we have registered.
. Sprint's Annual Report on Form 10-K for the year ended December 31, 1998;
. Sprint's Quarterly Report on Form 10-Q for the quarter ended March 31,
1999; and
. Sprint's Current Reports on Form 8-K dated February 2, 1999, April 20,
1999, May 3, 1999, June 13, 1999, as amended, and July 21, 1999.
If you request this information in writing or by telephone, we will provide
to you, at no cost, a copy of any or all of the information incorporated by
reference in the Registration Statement of which this Prospectus is a part.
Requests should be addressed to: Sprint Corporation, 2330 Shawnee Mission
Parkway, Westwood, Kansas 66205, Attention: Investor Relations (telephone
number: (800) 259-3755).
SPRINT CAPITAL CORPORATION
Sprint Capital is a wholly-owned subsidiary of Sprint and was incorporated in
Delaware on May 20, 1993. The principal offices of Sprint and Sprint Capital
are located at 2330 Shawnee Mission Parkway, Westwood, Kansas 66205, and their
telephone number is (913) 624-3000.
Sprint Capital's purpose is to engage in financing activities that provide
funds for use by Sprint and Sprint's subsidiaries, other than the local
exchange companies in its local telecommunications division. Sprint Capital
raises funds through the offering and sale of debt securities, and the net
proceeds thereof are loaned to or invested in Sprint and its subsidiaries,
other than the local exchange companies in its local telecommunications
division. Sprint Capital does not and will not engage in any other business
operations.
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SPRINT CORPORATION
Sprint is a diversified telecommunications company, providing long distance,
local and wireless communications services. Sprint's businesses are divided
into the PCS Group and the FON Group.
The PCS Group
The PCS Group markets its wireless telephony products and services under the
Sprint(R) and Sprint PCS(R) brand names. The PCS Group operates the only 100%
digital PCS wireless network in the United States with licenses to provide
service nationwide utilizing a single frequency band and a single technology.
The PCS Group owns licenses to provide service to the entire United States
population, including Puerto Rico and the U.S. Virgin Islands. As of June 30,
1999, the PCS Group, together with its affiliates, operated PCS systems in 286
metropolitan markets within the United States, including all of the 50 largest
metropolitan areas. The PCS Group provides services to approximately 4 million
customers.
The FON Group
The FON Group consists of all of Sprint's businesses and assets not included
in the PCS Group.
Sprint's long distance division is the nation's third-largest provider of
long distance telephone services. In this division, Sprint operates a
nationwide, all-digital long distance telecommunications network that uses
state-of-the-art fiber-optic and electronic technology. This division provides
domestic and international voice, video and data communications services, as
well as integration management and support services for computer networks.
Sprint's local telecommunications division consists primarily of regulated
local exchange carriers serving approximately 7.9 million access lines in 18
states. This division provides local services and access for telephone
customers and other carriers to Sprint's local exchange facilities and sells
telecommunications equipment and long distance services within specified
geographical areas.
Sprint's product distribution and directory publishing businesses consist of
wholesale distribution of telecommunications equipment and publishing and
marketing white and yellow page telephone directories.
Sprint is developing and deploying new integrated communications services,
referred to as Sprint ION SM, Integrated On-Demand Network. Sprint ION extends
Sprint's existing advanced network capabilities to the customer and enables
Sprint to provide the network infrastructure to meet customers' demands for
data, Internet and video. It is also expected to be the foundation for Sprint
to provide new competitive local service.
Other activities of the FON Group include:
. Sprint's interest in the Global One international strategic alliance, a
joint venture with France Telecom S.A. and Deutsche Telekom AG (France
Telecom and Deutsche Telekom are European telephone companies with a
combined 20% equity investment in Sprint); and
. Sprint's investment in EarthLink Network, Inc., an Internet service
provider, Call-Net, a long distance provider in Canada, and certain other
telecommunications investments and ventures.
USE OF PROCEEDS
Unless otherwise indicated in a Prospectus Supplement, Sprint and Sprint
Capital intend to use the net proceeds from the sale of the Debt Securities to
repay short-term debt of Sprint and Sprint Capital and long-term obligations of
Sprint and its subsidiaries. Sprint and Sprint Capital may also use a portion
of the net proceeds to provide funds to Sprint and its subsidiaries for general
purposes, including working capital requirements, acquisitions and new capital
investments.
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RATIOS OF EARNINGS TO FIXED CHARGES
For the 1999 first quarter, Sprint's earnings, as adjusted as described
below, were inadequate to cover fixed charges by $276 million. Sprint's ratio
of earnings to fixed charges was 1.66 for the year 1998, 6.44 for the year
1997, 5.93 for the year 1996, 4.33 for the year 1995, and 4.29 for the year
1994. The ratios were computed by dividing fixed charges into the sum of
earnings, after certain adjustments, and fixed charges. Earnings include income
from continuing operations before taxes, plus equity in net losses of entities
that are less than 50% owned by Sprint, less capitalized interest. Fixed
charges include (a) interest on all debt of continuing operations, including
amortization of debt issuance costs, (b) the interest component of operating
rents, and (c) the pre-tax cost of subsidiary preferred stock dividends.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities issued by Sprint will be issued under an Indenture, dated
as of October 1, 1998, between Sprint and Bank One, N.A., as Trustee, as
supplemented by a First Supplemental Indenture dated as of January 15, 1999 (as
supplemented, the "Sprint Indenture"). The Debt Securities issued by Sprint
Capital will be issued under an Indenture, dated as of October 1, 1998, among
Sprint Capital, Sprint and Bank One, N.A., as Trustee, as supplemented by a
First Supplemental Indenture dated as of January 15, 1999 (as supplemented, the
"Sprint Capital Indenture," and together with the Sprint Indenture, the
"Indentures"). The Sprint Capital Indenture has similar provisions to the
Sprint Indenture, including an identical lien covenant relating to Sprint. The
First Supplemental Indentures amended the merger provisions in the Indentures.
See "Consolidation, Merger and Conveyances." Copies of each of the Indentures
are filed as exhibits to the Registration Statement of which this Prospectus
forms a part.
A summary of certain provisions of the Indentures follows. All section
references below are to sections of the applicable Indenture. You should read
the Indentures, including the definition of terms in the Indentures, for a more
complete understanding of the provisions and the terms described below.
General
The Indentures do not limit the amount of indebtedness that may be issued
under the Indentures. The Indentures provide that Debt Securities may be issued
from time to time in one or more series. The Debt Securities will be unsecured
obligations of Sprint or Sprint Capital.
The Prospectus Supplement will designate the applicable Indenture and set
forth or summarize the title, amount, maturity, interest rate, terms for
redemption, terms for sinking fund payments, and other specific terms of the
series of Debt Securities, including (a) the currency of payment of principal
of and any premium and interest on the Debt Securities, which may be United
States dollars or any other currency or currency unit, and (b) any index used
to determine the amount of payments of principal of and any premium and
interest on the Debt Securities.
Unless otherwise provided in the Prospectus Supplement, the Debt Securities
will be represented by one or more Global Securities. Consequently, the payment
of principal and any premium and interest on the Debt Securities will be made
as described below under "Book-Entry System" and "Same-Day Settlement and
Payment," and transfers of the Debt Securities can be made only as described
below under "Global Securities" and "Book-Entry System." In the event that Debt
Securities in definitive form are issued, the following provisions will apply:
(a) Principal of and any premium and interest on the Debt Securities will
be payable, and the Trustee will register transfers of the Debt Securities,
at the Corporate Trust Office of the Trustee, provided that at the option
of Sprint or, in the case of Debt Securities issued by Sprint Capital,
Sprint Capital, payment of
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interest may be made by check mailed to the address of the Person entitled
to the payment as it appears in the Security Register. (Indentures,
Sections 202, 305, and 1002) The Corporate Trust Office of Bank One, N.A.,
is located at 100 East Broad Street, Columbus, Ohio 43215.
(b) The Debt Securities will be issued only in fully registered form
without coupons in denominations of $1,000 or any integral multiple
thereof. (Indentures, Sections 301 and 302)
No service charge will be made for any registration of transfer or exchange
of Debt Securities, but Sprint or Sprint Capital may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
with the transfer or exchange, other than exchanges not involving any transfer.
(Indentures, Section 305)
Securities may be issued as original issue discount securities to be offered
and sold at a substantial discount below the stated principal amount. The
Prospectus Supplement relating to these securities will describe the Federal
income tax consequences and other special considerations applicable to the
original issue discount securities.
Restrictive Covenant--Sprint
Under the Indentures, Sprint and its Restricted Subsidiaries may not create,
incur or allow to exist any Lien upon any property or assets now owned or
acquired at a later time unless:
. the Lien is a Permitted Lien; or
. the outstanding Debt Securities or, in the case of Debt Securities issued
by Sprint Capital, the outstanding Guarantees are equally and ratably
secured by the Lien; or
. the aggregate principal amount of indebtedness secured by the Lien and
any other Lien, other than Permitted Liens, plus the Attributable Debt in
respect of any Sale and Leaseback Transaction does not exceed 15% of the
Consolidated Net Tangible Assets of Sprint and its subsidiaries. (Sprint
Indenture, Section 1008, Sprint Capital Indenture, Section 1012)
The definitions for capitalized terms used above are as follows:
"Attributable Debt" of a Sale and Leaseback Transaction means, at any date,
the total net amount of rent required to be paid under the lease during the
remaining term of the lease, excluding any subsequent renewal or other
extension options held by the lessee, discounted from the respective due dates
of the amounts to the date of determination at the rate of interest per annum
implicit in the terms of the lease, as determined in good faith by Sprint,
compounded annually. The net amount of rent required to be paid under any lease
during the remaining term will be the amount of rent payable by the lessee with
respect to this period, after excluding amounts required to be paid on account
of maintenance and repairs, insurance, taxes, assessments, water rates and
similar charges and contingent rents.
"Capital Lease Obligations" means indebtedness represented by obligations
under a lease that is required to be capitalized for financial reporting
purposes in accordance with generally accepted accounting principles. The
amount of indebtedness will be the capitalized amount of the obligations
determined in accordance with generally accepted accounting principles
consistently applied.
"Consolidated Net Tangible Assets" of Sprint and its subsidiaries means the
consolidated total assets of Sprint and its subsidiaries as reflected in
Sprint's most recent balance sheet preceding the date of determination prepared
in accordance with generally accepted accounting principles consistently
applied, less
(a) current liabilities, excluding current maturities of long-term debt
and Capital Lease Obligations, and
(b) goodwill, tradenames, trademarks, patents, minority interests of
others, unamortized debt discount and expense and other similar intangible
assets, excluding any investments in permits or licenses issued, granted or
approved by the Federal Communications Commission.
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"Lien" means any mortgage or deed of trust, pledge, hypothecation,
assignment, deposit arrangement, security interest, lien, charge, easement or
zoning restriction, encumbrance, preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever on or
with respect to property including any Capital Lease Obligation, conditional
sale or other title retention agreement having substantially the same economic
effect as any of the foregoing or any Sale and Leaseback Transaction.
"Permitted Liens" means:
(a) Liens existing on October 1, 1998;
(b) Liens on property existing at the time of acquisition of the property
or to secure the payment of all or any part of the purchase price of the
property or to secure any indebtedness incurred before, at the time of or
within 270 days after the acquisition of the property for the purpose of
financing all or any part of the purchase price of the property;
(c) Liens securing indebtedness owing by a Restricted Subsidiary to
Sprint or any wholly-owned subsidiary of Sprint;
(d) Liens on property of any entity, or on the stock, indebtedness or
other obligations of any entity, existing at the time
(1) the entity becomes a Restricted Subsidiary,
(2) the entity is merged into or consolidated with Sprint or a
Restricted Subsidiary or
(3) Sprint or a Restricted Subsidiary acquires all or substantially
all of the assets of the entity,
as long as the Liens do not extend to any other property of Sprint or any
other Restricted Subsidiary;
(e) Liens on property to secure any indebtedness incurred to provide
funds for all or any part of the cost of development of or improvements to
the property;
(f) Liens on the property of Sprint or any of its Restricted Subsidiaries
securing
(1) nondelinquent performance of bids or contracts, other than for
borrowed money, obtaining of advances or credit or the securing
of debt,
(2) contingent obligations on surety and appeal bonds and
(3) other nondelinquent obligations of a similar nature,
in each case, incurred in the ordinary course of business;
(g) Liens securing Capital Lease Obligations, provided that
(1) the Liens attach to the property within 270 days after the
acquisition thereof and
(2) the Liens attach solely to the property so acquired;
(h) Liens arising solely by virtue of any statutory or common law
provision relating to banker's liens, rights of set-off or similar rights
and remedies as to deposit accounts or other funds, as long as the deposit
account is not a dedicated cash collateral account and is not subject to
restrictions against access by Sprint or a Restricted Subsidiary, as
applicable, in excess of those set forth by regulations promulgated by the
Federal Reserve Board and the deposit account is not intended by Sprint or
the Restricted Subsidiary to provide collateral to the depository
institution;
(i) pledges or deposits under worker's compensation laws, unemployment
insurance laws or similar legislation;
(j) statutory and tax Liens for sums not yet due or delinquent or which
are being contested or appealed in good faith by appropriate proceedings;
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(k) Liens arising solely by operation of law, such as mechanics',
materialmen's, warehouseman's and carriers' Liens and Liens of landlords or
of mortgages of landlords, on fixtures and movable property located on
premises leased in the ordinary course of business;
(l) Liens on personal property, other than shares of stock or
indebtedness of any Restricted Subsidiary, to secure loans maturing not
more than one year from the date of the creation of the loan and on
accounts receivable associated with a receivables financing program of
Sprint or any of its Restricted Subsidiaries;
(m) any Lien created by or resulting from litigation or other proceeding
against, or upon property of, Sprint or a Restricted Subsidiary, or any
lien for workmen's compensation awards or similar awards, so long as the
finality of the judgment or award is being contested and execution on the
judgment or award is stayed or the Lien relates to a final unappealable
judgment which is satisfied within 30 days of the judgment or any Lien
incurred by Sprint or any Restricted Subsidiary for the purpose of
obtaining a stay or discharge in the course of any litigation or other
proceeding, as long as the judgment or award does not constitute an Event
of Default under clause (e) of "Events of Default" below;
(n) Liens on the real property of Sprint or a Restricted Subsidiary which
constitute minor survey exceptions, minor encumbrances, easements or
reservations of, or rights of others for, rights of way, sewers, electric
lines, telegraph and telephone lines and other similar purposes, or zoning
or other restrictions as to the use of the real property, as long as all of
the liens referred to in this clause (n) in the aggregate do not at any
time materially detract from the value of the real property or materially
impair its use in the operation of the business of Sprint and its
subsidiaries;
(o) Liens on property of Sprint or a Restricted Subsidiary securing
indebtedness or other obligations issued by the United States of America or
any state or any department, agency or instrumentality or political
subdivision of the United States of America or any state, or by any other
country or any political subdivision of any other country, for the purpose
of financing all or any part of the purchase price of, or, in the case of
real property, the cost of construction on or improvement of, any property
or assets subject to the Liens, including Liens incurred in connection with
pollution control, industrial revenue or similar financings; and
(p) any renewal, extension or replacement, in whole or in part, of any
Lien permitted pursuant to (a), (b), (d), (e), (g) and (o) above or of any
indebtedness secured by any such Lien, as long as the extension, renewal or
replacement Lien is limited to all or any part of the same property that
secured the Lien extended, renewed or replaced, plus improvements on the
property, and the principal amount of indebtedness secured by the Lien and
not otherwise authorized by clauses (a), (b), (d), (e), (g) and (o) does
not exceed the principal amount of indebtedness plus any premium or fee
payable in connection with the renewal, extension or replacement so secured
at the time of the renewal, extension or replacement.
"Receivables Subsidiary" means a special purpose wholly-owned subsidiary
created in connection with any transactions that may be entered into by Sprint
or any of its subsidiaries pursuant to which Sprint or any of its subsidiaries
may sell, convey, grant a security interest in or otherwise transfer undivided
percentage interests in its receivables.
"Restricted Subsidiary" means any subsidiary of Sprint, other than a
Receivables Subsidiary or Sprint Capital, if:
(a) the subsidiary has substantially all of its property in the United
States (other than its territories and possessions); and
(b) at the end of the most recent fiscal quarter of Sprint preceding the
date of determination, the aggregate amount, determined in accordance with
generally accepted accounting principles consistently applied, of
securities of, loans and advances to, and other investments in, the
subsidiary held by Sprint and its other subsidiaries, less any securities
of, loans and advances to, and other investments in Sprint and Sprint's
other subsidiaries held by the subsidiary or any of its subsidiaries,
exceeded 15% of Sprint's Consolidated Net Tangible Assets.
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"Sale and Leaseback Transaction" means any direct or indirect arrangement
pursuant to which property is sold or transferred by Sprint or a Restricted
Subsidiary and is thereafter leased back from the purchaser or transferee by
Sprint or the Restricted Subsidiary.
Unless otherwise indicated in the Prospectus Supplement, the covenants
contained in the Indentures and in the Debt Securities and Guarantees would not
necessarily afford holders protection in the event of a highly leveraged or
other transaction involving Sprint that may adversely affect holders.
Restrictive Covenants--Sprint Capital
Sprint Capital may not create, issue, assume or guarantee any unsecured
Funded Debt ranking prior to the Debt Securities issued by Sprint Capital.
(Sprint Capital Indenture, Section 1009)
Unless otherwise indicated in the Prospectus Supplement, Sprint Capital may
not create, assume or suffer to exist any Lien (as defined above) upon any of
its property or assets, now owned or acquired at a later time, without making
effective provision whereby the outstanding Debt Securities issued by Sprint
Capital will be secured by the Lien equally and ratably with any and all other
obligations and indebtedness secured by the Lien, with certain specified
exceptions. (Sprint Capital Indenture, Section 1008)
Events of Default
Each of the following is an Event of Default under the Indentures with
respect to Debt Securities of any series:
(a) failure to pay principal of or any premium on any Debt Security of
that series at maturity;
(b) failure to pay any interest on any Debt Security of that series when
due, continued for 30 days;
(c) failure to deposit any sinking fund payment, when due, in respect of
any Debt Security of that series;
(d) failure to perform any other covenant or warranty in the applicable
Indenture, other than a covenant included solely for the benefit of series
of Debt Securities other than that series, continued for 60 days after
written notice as provided in that Indenture;
(e) default resulting in acceleration of more than $50,000,000 in
aggregate principal amount of any indebtedness for money borrowed by Sprint
or Sprint Capital or any other subsidiary of Sprint under the terms of the
instrument under which that indebtedness is issued or secured, if that
indebtedness is not discharged or acceleration is not rescinded or annulled
within 10 days after written notice as provided in the Indentures;
(f) certain events of bankruptcy, insolvency or reorganization; and
(g) any other Event of Default provided with respect to Debt Securities
of that series. (Indentures, Section 501)
If an Event of Default with respect to Debt Securities of any series at the
time outstanding occurs and is continuing, either the Trustee or the holders of
at least 25% in principal amount of the outstanding Debt Securities of that
series may declare the principal amount (or, if any of the Debt Securities of
that series are original issue discount securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Debt Securities of that series to be due and payable immediately by written
notice as provided in the applicable Indenture.
At any time after a declaration of acceleration with respect to Debt
Securities of any series has been made and before a judgment or decree for
payment of the money due based on acceleration has been obtained, the holders
of a majority in principal amount of the outstanding Debt Securities of that
series may, in accordance with the applicable Indenture, rescind and annul the
acceleration. (Indentures, Section 502)
Each Indenture provides that the Trustee will be under no obligation, subject
to the duty of the Trustee during default to act with the required standard of
care, to exercise any of its rights or powers under the
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Indenture at the request or direction of any of the holders, unless the holders
offer reasonable indemnity to the Trustee. (Indentures, Sections 601 and 603)
Subject to such provisions for indemnification of the Trustee, the holders of a
majority in principal amount of the outstanding Debt Securities of any series
will have the right, in accordance with applicable law, to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Debt Securities of that series. (Indentures, Section 512)
Sprint and Sprint Capital will be required to furnish to the Trustee annually
a statement as to the performance by it of certain of its obligations under the
applicable Indenture and as to any default in its performance. (Indentures,
Section 1004)
Modification and Waiver
Sprint and the Trustee may modify and amend the Sprint Indenture, in most
cases with the consent of the holders of a majority in principal amount of the
outstanding Debt Securities of each series affected by the modification or
amendment. Sprint, Sprint Capital and the Trustee may modify and amend the
Sprint Capital Indenture, in most cases with the consent of the holders of a
majority in principal amount of the outstanding Debt Securities of each series
affected by the modification or amendment.
Each Indenture provides that, without the consent of the holder of each
outstanding Debt Security affected, no modification or amendment may
(a) change the date specified in the Debt Security for the payment of the
principal of, or any installment of principal of or interest on, the Debt
Security,
(b) reduce the principal amount of, or any premium or interest on, any
Debt Security,
(c) reduce the amount of principal of an original issue discount security
or any other Debt Security payable upon acceleration of the maturity of
that Debt Security,
(d) change the place or currency of payment of principal of, or any
premium or interest on, any Debt Security,
(e) impair the right to institute suit for the enforcement of any payment
on or with respect to any Debt Security or
(f) reduce the percentage in principal amount of outstanding Debt
Securities of any series, the consent of whose holders is required for any
supplemental indenture amending or modifying the Indenture or for waiver of
compliance with certain provisions of the Indenture or for waiver of
certain defaults. (Indentures, Section 902)
In addition, the Sprint Capital Indenture provides that, without the consent
of the holder of each outstanding Debt Security affected, no modification or
amendment may modify or affect in any manner adverse to the holders the terms
and conditions and obligations of the Guarantor in respect of the Guarantees of
any Debt Securities.
The holders of a majority in principal amount of the outstanding Debt
Securities of any series issued under the Sprint Indenture and the Sprint
Capital Indenture may on behalf of the holders of all Debt Securities of that
series waive, insofar as that series is concerned, compliance by Sprint (or
Sprint and Sprint Capital, in the case of the Sprint Capital Indenture) with
certain restrictive provisions of the Indentures. (Sprint Indenture,
Section 1009, Sprint Capital Indenture, Sections 1010 and 1013) The holders of
a majority in principal amount of the outstanding Debt Securities of any series
may on behalf of the holders of all Debt Securities of that series waive any
past default under the applicable Indenture with respect to that series, except
a default in the payment of the principal of or any premium or interest on any
Debt Security of that series or in respect of a covenant or provision which
under the Indentures cannot be modified or amended without the consent of the
holder of each outstanding Debt Security of that series affected. (Indentures,
Section 513)
9
<PAGE>
Consolidation, Merger and Conveyances
Neither Sprint nor, in the case of the Sprint Capital Indenture, Sprint
Capital may consolidate with or merge into any other person or convey, transfer
or lease all or substantially all its properties and assets in any one
transaction or series of transactions, and neither Sprint nor, in the case of
the Sprint Capital Indenture, Sprint Capital may permit any person to
consolidate with or merge into Sprint or Sprint Capital or convey, transfer or
lease all or substantially all its properties and assets in any one transaction
or series of transactions to Sprint or Sprint Capital, unless:
(a) the corporation, partnership or trust formed by such consolidation or
into which Sprint or Sprint Capital is merged or which acquires or leases
all or substantially all the assets of Sprint or Sprint Capital in any one
transaction or a series of transactions is organized under the laws of any
United States jurisdiction and assumes the obligations of Sprint or Sprint
Capital, as applicable, under the Notes and the Guarantees and under the
applicable Indenture,
(b) after giving effect to the transaction no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event
of Default, has happened and is continuing, and
(c) certain other conditions specified in the Indentures are met.
Thereafter, all such obligations of Sprint or Sprint Capital, as the case may
be, terminate. (Indentures, Sections 801 and 802)
Defeasance
Unless otherwise indicated in the Prospectus Supplement, the following
defeasance provisions will apply to the Debt Securities.
The Indentures provide that Sprint, or Sprint and Sprint Capital, in the case
of Debt Securities issued under the Sprint Capital Indenture, may elect either
(a) to defease and be discharged from any and all obligations with respect to
Debt Securities and the Guarantees of those Debt Securities (with certain
limited exceptions described below) ("defeasance") or (b) to be released from
its obligations with respect to Debt Securities under Sections 501(5) and 1008
of the Sprint Indenture and Sections 501(5), 1008, 1009 and 1012 of the Sprint
Capital Indenture (being the cross-default provision described in clause (e)
under "Events of Default" and the restriction described under "Restrictive
Covenant--Sprint" and, in the case of the Sprint Capital Indenture, the
restrictions described under "Restrictive Covenants--Sprint Capital") and
certain other obligations, including obligations under covenants provided for
the specific benefit of Debt Securities of that series ("covenant defeasance").
In order to accomplish defeasance or covenant defeasance, Sprint or Sprint
Capital must deposit with the Trustee, or other qualifying trustee, in trust,
money and/or U.S. Government Obligations which through the payment of principal
and interest in accordance with their terms will provide money in an amount
sufficient to pay the principal of and any premium and interest on the Debt
Securities on the scheduled due dates for the payments. Such a trust may be
established only if, among other things, Sprint or Sprint Capital has delivered
to the Trustee an opinion of counsel to the effect that the holders of the Debt
Securities will not recognize gain or loss for Federal income tax purposes as a
result of defeasance or covenant defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if defeasance or covenant defeasance had not occurred.
The opinion, in the case of defeasance under clause (a) above, must refer to
and be based upon a ruling of the Internal Revenue Service or a change in
applicable Federal income tax law occurring after October 1, 1998. The
obligations which are not discharged in a defeasance under clause (a) above are
those relating to the rights of holders of outstanding Debt Securities to
receive, solely from the trust fund described above, payments in respect of the
principal of and any premium and interest on Debt Securities when due as set
forth in Section 1304 of the Indentures, and obligations to register the
transfer or exchange of the Debt Securities, to replace temporary or mutilated,
destroyed, lost or
10
<PAGE>
stolen Debt Securities, to maintain an office or agency in respect of the Debt
Securities, to hold moneys for payment in trust and to compensate, reimburse
and indemnify the Trustee. (Indentures, Article Thirteen)
The Prospectus Supplement may further describe additional provisions, if any,
permitting defeasance or covenant defeasance with respect to the Debt
Securities of a particular series.
Regarding the Trustee
Sprint has a normal business banking relationship with the Trustee, including
the maintenance of an account and the borrowing of funds. The Trustee may own
Debt Securities.
Governing Law
New York law (without regard to principles of conflicts of law) will govern
the Indentures, the Debt Securities and the Guarantees.
Global Securities
Unless otherwise provided in the Prospectus Supplement, each series of the
Debt Securities will be issued in the form of one or more Global Securities
that will be deposited with, or on behalf of, The Depository Trust Company, as
Depositary. Interests in the Global Securities will be issued only in
denominations of $1,000 or integral multiples thereof. Unless and until it is
exchanged in whole or in part for Debt Securities in definitive form, a Global
Security may not be transferred except as a whole to a nominee of the
Depositary for such Global Security, or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary, or by the Depositary or any
such nominee to a successor depositary or a nominee of such successor
depositary.
Book-Entry System
Initially, the Debt Securities will be registered in the name of Cede & Co.,
the nominee of the Depositary. Accordingly, beneficial interests in the Debt
Securities will be shown on, and transfers of the Debt Securities will be
effected only through, records maintained by the Depositary and its
participants.
The Depositary has advised Sprint, Sprint Capital and any underwriters,
dealers or agents as follows: the Depositary is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the United States Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934. The
Depositary holds securities that its participants ("Direct Participants")
deposit with the Depositary. The Depositary also facilitates the settlement
among Direct Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized book-entry
changes in the Direct Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct Participants include
securities brokers and dealers, including any underwriters, dealers or agents,
banks, trust companies, clearing corporations, and certain other organizations.
The Depositary is owned by a number of its Direct Participants and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the Depositary's book-entry
system is also available to others such as securities brokers and dealers,
banks and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly
("Indirect Participants"). The rules applicable to the Depositary and its
Direct and Indirect Participants are on file with the SEC.
11
<PAGE>
The Depositary advises that its established procedures provide that (a) upon
issuance of the Debt Securities, the Depositary will credit the accounts of
Direct and Indirect Participants designated by the underwriters with the
principal amounts of the Debt Securities purchased by the underwriters and (b)
ownership of interest in the Global Securities will be shown on, and the
transfer of the ownership will be effected only through, records maintained by
the Depositary, the Direct Participants and the Indirect Participants. The laws
of some states require that certain persons take physical delivery in
definitive form of securities which they own. Consequently, the ability to
transfer beneficial interest in the Global Securities is limited to that
extent.
So long as a nominee of the Depositary is the registered owner of the Global
Securities, the nominee for all purposes will be considered the sole owner or
holder of the Global Securities under the applicable Indenture. Except as
provided below, owners of beneficial interests in the Global Securities will
not be entitled to have Debt Securities registered in their names, will not
receive or be entitled to receive physical delivery of Debt Securities in
definitive form and will not be considered the owners or holders of the Debt
Securities under the applicable Indenture.
Neither Sprint, Sprint Capital, the Trustee, any paying agent nor the
registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Securities, or for maintaining, supervising or
reviewing any records relating to the beneficial ownership interests.
Principal and interest payments on the Debt Securities registered in the name
of the Depositary's nominee will be made in immediately available funds to the
Depositary's nominee as the registered owner of the Global Securities. Under
the terms of the Debt Securities, Sprint, Sprint Capital and the Trustee will
treat the persons in whose names the Debt Securities are registered as the
owners of the Debt Securities for the purpose of receiving payment of principal
and interest on the Debt Securities and for all other purposes. Therefore,
neither Sprint, Sprint Capital, the Trustee nor any paying agent has any direct
responsibility or liability for the payment of principal or interest on the
Debt Securities to owners of beneficial interests in the Global Securities. The
Depositary has advised Sprint, Sprint Capital and the Trustee that its current
practice is, upon receipt of any payment of principal or interest, to credit
Direct Participants' accounts on the payment date in accordance with their
respective holdings of beneficial interests in the Global Securities as shown
on the Depositary's records, unless the Depositary has reason to believe that
it will not receive payment on the payment date. Payments by Direct and
Indirect Participants to owners of beneficial interest in the Global Securities
will be governed by standing instructions and customary practices, as is the
case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of the Direct and
Indirect Participants and not of the Depositary, the Trustee, Sprint or Sprint
Capital, subject to any statutory requirements that may be in effect from time
to time. Payment of principal and interest to the Depositary is the
responsibility of the issuer of the Debt Securities or the Trustee.
Disbursement of these payments to the owners of beneficial interests in the
Global Securities will be the responsibility of the Depositary and Direct and
Indirect Participants.
Debt Securities represented by a Global Security will be exchangeable for
Debt Securities in definitive form of like tenor as the Global Security in
denominations of $1,000 and in any greater amount that is an integral multiple
. if the Depositary notifies Sprint or Sprint Capital that it is unwilling
or unable to continue as Depositary for such Global Security,
. if at any time the Depositary ceases to be a clearing agency registered
under applicable law and a successor depositary is not appointed by
Sprint or Sprint Capital, as applicable, within 90 days, or
. Sprint or Sprint Capital, as applicable, in its discretion at any time
determines not to require all of the Debt Securities to be represented
by a Global Security and notifies the Trustee of such decision.
Any Debt Securities that are exchangeable pursuant to the preceding sentence
are exchangeable for Debt Securities issuable in authorized denominations and
registered in such names as the Depositary shall direct.
12
<PAGE>
Subject to the foregoing, a Global Security is not exchangeable, except for a
Global Security or Global Securities of the same aggregate denominations to be
registered in the name of the Depositary or its nominee.
Same-Day Settlement and Payment
Settlement for the Debt Securities will be made by any underwriters, dealers
or agents in immediately available funds. So long as the Depositary continues
to make its Same-Day Funds Settlement System available to Sprint or Sprint
Capital, as applicable, all payments of principal and interest on the Debt
Securities will be made by Sprint or Sprint Capital, as applicable, in
immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the Debt
Securities will trade in the Depositary's Same-Day Funds Settlement System
until maturity, and secondary market trading activity in the Debt Securities
will therefore be required by the Depositary to settle in immediately available
funds. No assurance can be given as to the effect, if any, of settlement in
immediately available funds on trading activity in the Debt Securities.
Year 2000
The following information has been provided by the Depositary:
Management of the Depositary is aware that some computer applications,
systems, and the like for processing data ("Systems") that are dependent upon
calendar dates, including dates before, on, and after January 1, 2000, may
encounter "Year 2000 problems." The Depositary has informed its participants
and other members of the financial community (the "Industry") that it has
developed and is implementing a program so that its Systems, as the same relate
to the timely payment of distributions, including principal and income
payments, to securityholders, book-entry deliveries, and settlement of trades
within the Depositary ("DTC Services"), continue to function appropriately.
This program includes a technical assessment and a remediation plan, each of
which is complete. Additionally, the Depositary's plan includes a testing
phase, which is expected to be completed within appropriate time frames.
The Depositary's ability to perform properly its services is also dependent
upon other parties, including but not limited to issuers and their agents, as
well as third party vendors from whom the Depositary licenses software and
hardware, and third party vendors on whom the Depositary relies for information
or the provision of services, including telecommunication and electrical
utility service providers, among others. The Depositary has informed the
Industry that it is contacting (and will continue to contact) third party
vendors from whom the Depositary acquires services to: (a) impress upon them
the importance of such services being Year 2000 compliant; and (b) determine
the extent of their efforts for Year 2000 remediation and, as appropriate,
testing of their services. In addition, the Depositary is in the process of
developing such contingency plans as it deems appropriate.
According to the Depositary, the foregoing information with respect to the
Depositary has been provided to the Industry for informational purposes only
and is not intended to serve as a representation, warranty, or contract
modification of any kind.
DESCRIPTION OF GUARANTEES
Sprint will unconditionally guarantee the due and punctual payment of the
principal and any premium and interest on the Debt Securities issued by Sprint
Capital when and as the same becomes due and payable, whether at maturity or
otherwise. (Sprint Capital Indenture, Section 311) The Guarantees will rank
equally with all other unsecured and unsubordinated obligations of Sprint. The
Guarantees provide that in the event of a default in payment of principal or
any premium or interest on a Debt Security, the holder of the Debt Security may
institute legal proceedings directly against Sprint to enforce the Guarantee
without first proceeding against Sprint Capital. The Sprint Capital Indenture
provides that Sprint may under certain circumstances assume all rights and
obligations of Sprint Capital under the Sprint Capital Indenture with respect
to a series of Debt Securities issued by Sprint Capital.
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<PAGE>
VALIDITY OF THE DEBT SECURITIES AND GUARANTEES
The validity of the Debt Securities and the Guarantees will be passed upon
for Sprint Capital and Sprint by Don A. Jensen, Esq., Vice President and
Secretary of Sprint Capital and Sprint, and for any underwriters by Cravath,
Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019.
As of June 30, 1999, Mr. Jensen was the beneficial owner of approximately
66,500 shares of Sprint FON Common Stock and 17,900 shares of Sprint PCS Common
Stock and had options to purchase in excess of 126,000 shares of Sprint FON
Common Stock and in excess of 28,000 shares of Sprint PCS Common Stock.
EXPERTS
Ernst & Young LLP, independent auditors, have audited Sprint's consolidated
financial statements and schedule and the combined financial statements and
schedules of the FON Group and the PCS Group included in Sprint's Annual Report
on Form 10-K for the year ended December 31, 1998, as set forth in their
reports, which are incorporated by reference in this Prospectus and which, as
to the years 1998 and 1997 for Sprint's consolidated financial statements and
the years 1998, 1997 and 1996 for the combined financial statements of the PCS
Group, are based in part on the report of Deloitte & Touche LLP, independent
auditors. These financial statements and schedules are incorporated by
reference in reliance on the reports, given on the authority of such firms as
experts in accounting and auditing.
The consolidated financial statements of Sprint Spectrum Holding Company,
L.P. and subsidiaries and the related financial statement schedule have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, included in Sprint's Annual Report on Form 10-K for the year ended
December 31, 1998, which is incorporated herein by reference, and has been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
PLAN OF DISTRIBUTION
With respect to the offering of the Debt Securities, the following summary
of the plan of distribution will be supplemented by a description of the
offering, including the particular terms and conditions of the offering, set
forth in the applicable Prospectus Supplement relating to the Debt Securities.
Sprint and Sprint Capital may sell Debt Securities in any of three ways: (a)
through underwriters or dealers; (b) directly to one or a limited number of
institutional purchasers; or (c) through agents. Each Prospectus Supplement
with respect to a series of Debt Securities will set forth the terms of the
offering of the Debt Securities, including the name or names of any
underwriters or agents, the price of the Debt Securities and the net proceeds
to Sprint or Sprint Capital, as the case may be, from the sale, any
underwriting discounts, commissions or other items constituting underwriters'
or agents' compensation, any discount or concessions allowed or reallowed or
paid to dealers and any securities exchanges on which the Debt Securities may
be listed.
If underwriters are used in the sale, the Debt Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The Debt
Securities may be offered to the public either through underwriting syndicates
of investment banking firms represented by managing underwriters, or directly
by one or more investment banking firms or others, as designated. Unless
otherwise set forth in the applicable Prospectus Supplement, the obligations of
the underwriters to purchase the Debt Securities will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all of
the Debt Securities offered if any are purchased. Any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time.
14
<PAGE>
Debt Securities may be sold directly by Sprint or Sprint Capital to one or
more institutional purchasers, or through agents designated by Sprint or Sprint
Capital from time to time. Any agent involved in the offer or sale of the Debt
Securities will be named, and any commissions payable by Sprint or Sprint
Capital, as the case may be, to the agent will be set forth, in the applicable
Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement,
any agent will be acting on a best efforts basis for the period of its
appointment.
If so indicated in the applicable Prospectus Supplement, Sprint or Sprint
Capital, as the case may be, will authorize agents, underwriters or dealers to
solicit offers by certain specified institutions to purchase the Debt
Securities from Sprint or Sprint Capital, as the case may be, at the public
offering price set forth in the Prospectus Supplement plus accrued interest, if
any, pursuant to delayed delivery contracts providing for payment and delivery
on one or more specified dates in the future. Institutions with which delayed
delivery contracts may be made include commercial and saving banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases the institutions must be approved by
Sprint or Sprint Capital, as the case may be. Delayed delivery contracts will
be subject only to those conditions set forth in the applicable Prospectus
Supplement and the Prospectus Supplement will set forth the commission payable
for solicitation of these contracts.
Agents, underwriters and dealers may be entitled under agreements entered
into with Sprint or Sprint and Sprint Capital to indemnification by Sprint or
Sprint and Sprint Capital against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribution with respect
to payments which the agents, underwriters or dealers may be required to make
in respect of such civil liabilities.
Agents, underwriters and dealers may engage in transactions with or perform
services for Sprint and Sprint Capital in the ordinary course of business.
The Debt Securities will be new issues of Debt Securities with no established
trading market. Underwriters and agents to whom Debt Securities are sold by
Sprint or Sprint Capital for public offering and sale may make a market in the
Debt Securities, but the underwriters and agents will not be obligated to do so
and may discontinue any market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for the Debt Securities.
15
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
<TABLE>
<S> <C>
Registration Fee............................................. $1,112,000
Printing Expense............................................. 250,000
Fees and Expenses of Trustee................................. 12,000
Accounting Fees and Expenses................................. 210,000
Rating Agency Fees........................................... 377,750
Legal Fees and Expenses...................................... 35,000
Blue Sky Fees and Legal Investment Fees and Expenses......... 0
Miscellaneous................................................ 23,250
----------
Total........................................................ $2,020,000
==========
</TABLE>
- --------
* All expenses, other than the registration fee, are estimated.
Item 15. Indemnification of Directors and Officers.
The Articles of Incorporation of Sprint Capital Corporation ("Sprint
Capital") provide that the corporation shall indemnify its officers and
directors to the fullest extent permitted by the General Corporation Law of
Delaware.
Consistent with Section 145 of the General Corporation Law of Delaware and
Section 17-6305 of the Kansas Statutes Annotated, respectively, Article Five,
Section 5.1 of the Bylaws of Sprint Capital and Article IV, Section 10 of the
Bylaws of Sprint Corporation ("Sprint") provide that each corporation will
indemnify its directors and officers against expenses, judgments, fines and
amounts paid in settlement in connection with any action, suit or proceeding
if the director or officer acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the corporation.
With respect to a criminal action or proceeding, the director or officer must
also have had no reasonable cause to believe his conduct was unlawful.
Under Article Five, Section 5.7 of the Bylaws of Sprint Capital and Article
IV, Section 10 of the Bylaws of Sprint, Sprint Capital and Sprint may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or who is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability arising out of his status as such, whether or not the
corporation would have the power to indemnify such persons against liability.
Sprint carries standard directors and officers liability coverage for its
directors and officers and the directors and officers of its subsidiaries,
including Sprint Capital. Subject to certain limitations and exclusions, the
policies reimburse the corporation for liabilities indemnified under the
Bylaws and indemnify the directors and officers against additional liabilities
not indemnified under the Bylaws.
Sprint has entered into indemnification agreements with its directors and
officers. These agreements provide for the indemnification, to the full extent
permitted by law, of expenses, judgments, fines, penalties and amounts paid in
settlement incurred by the director or officer in connection with any
threatened, pending or completed action, suit or proceeding on account of
service as a director, officer, employee or agent of Sprint. All of the
directors and most of the officers of Sprint Capital are also officers of
Sprint and therefore have such indemnification agreements.
Reference is made to the indemnity agreements contained in the Underwriting
Agreement relating to the Securities listed as Exhibit 1-A to the Registration
Statement and in the Distribution Agreement listed as Exhibit 1-B to the
Registration Statement.
II-1
<PAGE>
Item 16. Exhibits and Financial Statement Schedules:
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number
-------
<C> <S>
1-A -- Form of Underwriting Agreement.
1-B -- Form of Distribution Agreement.*
4-A -- Indenture (including form of security) dated as of October 1, 1998,
between Sprint Corporation and Bank One, N.A., as Trustee (filed as
Exhibit 4(a) to Sprint Corporation Quarterly Report on Form 10-Q for
the quarter ended September 30, 1998, and incorporated herein by
reference).
4-B -- First Supplemental Indenture, dated as of January 15, 1999, between
Sprint Corporation and Bank One, N.A., as Trustee (filed as Exhibit
4(a) to Sprint Corporation Current Report on Form 8-K dated February
2, 1999 and incorporated herein by reference).
4-C -- Indenture (including form of security) dated as of October 1, 1998,
among Sprint Capital Corporation, Sprint Corporation and Bank One,
N.A., as Trustee (filed as Exhibit 4(b) to Sprint Corporation
Quarterly Report on Form 10-Q for the quarter ended September 30,
1998, and incorporated herein by reference).
4-D -- First Supplemental Indenture, dated as of January 15, 1999, among
Sprint Capital Corporation, Sprint Corporation and Bank One, N.A.,
as Trustee (filed as Exhibit 4(b) to Sprint Corporation Current
Report on Form 8-K dated February 2, 1999 and incorporated herein by
reference).
5 -- Opinion and Consent of Don A. Jensen, Esq.
10 -- Five-Year Credit Agreement, dated as of August 7, 1998, among
Sprint Corporation and Sprint Capital Corporation, as Borrowers, and
the Initial Lenders Named Therein, as Initial Lenders, and Citibank,
N.A., as Administrative Agent, and Morgan Guaranty Trust Company of
New York, as Syndication Agent, and Bank of America National Trust
and Savings Association and The Chase Manhattan Bank, as
Documentation Agents (filed as Exhibit 10.24 to Sprint Corporation
Registration Statement No. 333-64241 and incorporated herein by
reference).
12 -- Computation of Ratios of Earnings to Fixed Charges.
23-A -- Consent of Ernst & Young LLP.
23-B -- Consent of Deloitte & Touche LLP.
23-C -- Consent of Don A. Jensen, Esq. is contained in his Opinion filed as
Exhibit 5.
24 -- Powers of Attorney are contained on pages II-4 and II-6 of this
Registration Statement.
25 -- Statement of Eligibility on Form T-1 of Bank One, N.A., under
Indenture dated as of October 1, 1998, between Sprint Corporation
and Bank One, N.A., as Trustee, as amended, and under Indenture
dated as of October 1, 1998, among Sprint Capital Corporation,
Sprint Corporation and Bank One, N.A., as Trustee, as amended.
</TABLE>
- --------
* To be filed pursuant to amendment or pursuant to a report filed under the
Securities Exchange Act of 1934.
II-2
<PAGE>
Item 17. Undertakings.
The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant Sprint
Corporation pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant Sprint Corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrants pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed
to be part of this Registration Statement as of the time it was declared
effective.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions described under Item 15
above, or otherwise, the Registrants have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrants of expenses incurred or paid by a director, officer
or controlling person of the Registrants in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrants will, unless in the opinion of their counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by them is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Westwood, State of Kansas, on the
23rd day of July, 1999.
SPRINT CORPORATION
/s/ W.T. Esrey
By: ________________________________
(W.T. Esrey, Chairman of the Board)
POWER OF ATTORNEY
We, the undersigned officers and directors of Sprint Corporation, hereby
severally constitute W.T. Esrey, R. T. LeMay, A.B. Krause and J.R. Devlin and
each of them singly, our true and lawful attorneys-in-fact, with full power to
them, and each of them singly, to sign for us and in our names in the
capacities indicated below the Registration Statement filed herewith and any
and all amendments to said Registration Statement, and any registration
statement in connection with this Registration Statement that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and generally to do all such things in our name and behalf
in our capacities as officers and directors to enable Sprint Corporation to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any
of them, to said Registration Statement and any and all amendments thereto (or
such registration statement filed pursuant to Rule 462(b)).
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ W.T. Esrey Chairman of the Board and
______________________________________ Chief Executive Officer
(W.T. Esrey) (Principal Executive
Officer)
/s/ A.B. Krause Executive Vice President--
______________________________________ Chief Financial Officer
(A.B. Krause) (Principal Financial
Officer)
/s/ J. P. Meyer Senior Vice President and July 23, 1999
______________________________________ Controller (Principal
(J. P. Meyer) Accounting Officer)
/s/ DuBose Ausley Director
______________________________________
(DuBose Ausley)
/s/ Warren L. Batts Director
______________________________________
(Warren L. Batts)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michel Bon Director
______________________________________
(Michel Bon)
/s/ I.O. Hockaday, Jr. Director
______________________________________
(Irvine O. Hockaday, Jr.)
/s/ Harold S. Hook Director
______________________________________
(Harold S. Hook)
/s/ Ronald T. LeMay Director
______________________________________
(Ronald T. LeMay)
/s/ Linda K. Lorimer Director July 23, 1999
______________________________________
(Linda Koch Lorimer)
/s/ Charles E. Rice Director
______________________________________
(Charles E. Rice)
/s/ Louis W. Smith Director
______________________________________
(Louis W. Smith)
Director
______________________________________
(Ron Sommer)
/s/ Stewart Turley Director
______________________________________
(Stewart Turley)
</TABLE>
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Westwood, State of Kansas on the
23rd day of July, 1999.
SPRINT CAPITAL CORPORATION
/s/ A.B. Krause
By: _________________________________
(A.B. Krause, President)
POWER OF ATTORNEY
We, the undersigned officers and directors of Sprint Capital Corporation,
hereby severally constitute G.M. Betts, D.A. Jensen, A.B. Krause and D.C.
Piper and each of them singly, our true and lawful attorneys-in-fact, with
full power to them, and each of them singly, to sign for us and in our names
in the capacities indicated below the Registration Statement filed herewith
and any and all amendments to said Registration Statement, and any
registration statement in connection with this Registration Statement that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable Sprint Capital
Corporation to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our
said attorneys, or any of them, to said Registration Statement and any and all
amendments thereto (or such registration statement filed pursuant to Rule
462(b)).
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed by the following
persons in the capacities and on the date indicated.
Name Title Date
President and Chief
/s/ A.B. Krause Executive Officer and
- ------------------------- Director (Principal
(A.B. Krause) Executive Officer)
/s/ G.M. Betts Senior Vice President and
- ------------------------- Chief Financial Officer
(G.M. Betts) and Director (Principal
Financial Officer)
July 23, 1999
/s/ J.P. Meyer Senior Vice President and
- ------------------------- Controller
(J.P. Meyer) (PrincipalAccounting
Officer)
/s/ Don A. Jensen Director
- -------------------------
(D. A. Jensen)
II-6
<PAGE>
Exhibit 1-A
Sprint Corporation
and
Sprint Capital Corporation
$
% Notes due [ ]
Underwriting Agreement
New York, New York
[Date]
To the Representatives
named in Schedule I
hereto of the Under-
writers named in
Schedule II hereto
Ladies and Gentlemen:
Sprint Corporation, a corporation organized under the laws of Kansas
("Sprint"), and Sprint Capital Corporation, a corporation organized under the
laws of Delaware and a wholly owned subsidiary of Sprint ("Sprint Capital";
Sprint Capital, together with Sprint jointly and severally, being hereafter
called the "Company" if Sprint Capital is identified as the issuer and Sprint is
identified as a guarantor on Schedule I hereto; otherwise, the term "Company"
shall refer to Sprint), propose to sell to the several underwriters named in
Schedule II hereto (the "Underwriters"), for whom you (the "Representatives")
are acting as representatives, the principal amount and type of securities
identified on Schedule I hereto (such securities, including the guarantee
relating thereto to be issued by Sprint, being hereinafter called the
"Securities"). The Securities are to be issued under an Indenture dated as of
October 1, 1998 (the "Sprint Capital Indenture"), among Sprint, Sprint Capital
and Bank One, N.A., as trustee, as supplemented by a First Supplemental
Indenture dated as of January 15, 1999 (the "First Supplemental Sprint Capital
Indenture" and, together with the Sprint Capital Indenture, the "Amended Sprint
Capital Indenture"), or under an Indenture dated as of October 1, 1998 (the
"Sprint Indenture"), between Sprint and Bank One, N.A., as trustee, as
supplemented by a First Supplemental Indenture dated as of January 15, 1999 (the
"First Supplemental Sprint Indenture" and, together with the Sprint Indenture,
the "Amended Sprint Indenture"; the Amended Sprint Indenture, together with the
Amended Sprint
<PAGE>
2
Capital Indenture, being hereafter called the "Indentures"). The Applicable
Indenture is identified in Schedule I hereto. To the extent there are no
additional Underwriters listed on Schedule I other than you, the term
Representatives as used herein shall mean you, as Underwriters, and the terms
Representatives and Underwriters shall mean either the singular or plural as the
context requires. Any reference herein to the Registration Statement, the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be
deemed to refer to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or
before the Effective Date of the Registration Statement or the issue date of the
Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as
the case may be; and any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement, the Basic Prospectus,
any Preliminary Final Prospectus or the Final Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act after the
Effective Date of the Registration Statement or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the
case may be, deemed to be incorporated therein by reference. Reference in this
agreement to "subsidiaries" of the Company shall be deemed to include each of
the PCS Companies. Certain terms used herein are defined in Section 17 hereof.
<PAGE>
3
1. Representations and Warranties. The Company represents and
-------------------------------
warrants to, and agrees with, each Underwriter as set forth below in this
Section 1.
(a) The Company meets the requirements for use of Form S-3 for
purposes of the Registration Statement under the Act and has prepared and
filed with the Commission a registration statement (the file number of
which is set forth in Schedule I hereto) on Form S-3, including a related
basic prospectus, for registration under the Act of the offering and sale
of the Securities. The Company may have filed one or more amendments
thereto, and may have used a Preliminary Final Prospectus, each of which
has previously been furnished to you. The Company will next file with the
Commission one of the following: (1) after the Effective Date of such
registration statement, a final prospectus supplement relating to the
Securities in accordance with Rules 430A and 424(b), (2) prior to the
Effective Date of such registration statement, an amendment to such
registration statement (including the form of final prospectus supplement)
or (3) a final prospectus in accordance with Rules 415 and 424(b). In the
case of clause (1), the Company has included in such registration
statement, as amended at the Effective Date, all information (other than
Rule 430A Information) required by the Act and the rules thereunder to be
included in such registration statement and the Final Prospectus. As
filed, such registration statement and the Final Prospectus or such
amendment and form of final prospectus supplement shall contain all
information (including, in the case of clause (1), Rule 430A Information)
required by the Act and the rules thereunder to be included in such
registration statement and the Final Prospectus, and, except to the extent
the Representatives shall agree in writing to a modification, shall be in
all substantive respects in the form furnished to you prior to the
Execution Time or, to the extent not completed at the Execution Time, shall
contain only such specific additional information and other changes (beyond
that contained in the Basic Prospectus and any Preliminary Final
Prospectus) as the Company has advised you, prior to the Execution Time,
will be included or made therein. The Registration Statement, at the
Execution Time, meets the requirements set forth in Rule 415(a)(1)(x).
(b) On the Effective Date, the Registration Statement did or will,
and when the Final Prospectus is first filed (if required) in accordance
with Rule 424(b) and on the Closing Date, the Final Prospectus (and any
supplement thereto) will, comply in all material respects with the
<PAGE>
4
applicable requirements of the Act, the Exchange Act and the Trust
Indenture Act and the respective rules thereunder; on the Effective Date
and at the Execution Time, the Registration Statement, did not or will not
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make
the statements therein not misleading; on the Effective Date and on the
Closing Date the Indentures did or will comply in all material respects
with the applicable requirements of the Trust Indenture Act and the rules
thereunder; and, on the date of any filing pursuant to Rule 424(b) and on
the Closing Date, the Final Prospectus (together with any supplement
thereto) will not include any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; provided, however, that the Company makes no representations or
-------- -------
warranties as to (i) that part of the Registration Statement which shall
constitute the Statement of Eligibility and Qualification (Form T-1) under
the Trust Indenture Act of the Trustee or (ii) the information contained in
or omitted from the Registration Statement or the Final Prospectus (or any
supplement thereto) in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of any Underwriter
through the Representatives specifically for inclusion in the Registration
Statement or the Final Prospectus (or any supplement thereto).
Any certificate signed by any officer of Sprint or Sprint Capital and
delivered to the Representatives or counsel for the Underwriters in connection
with the offering of the Securities shall be deemed a representation and
warranty by the Company, as to matters covered thereby, to each Underwriter.
2. Purchase and Sale. Subject to the terms and conditions and in
------------------
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company at the purchase price set forth in
Schedule I hereto the principal amount of the Securities set forth opposite such
Underwriter's name in Schedule II hereto.
3. Delivery and Payment. Delivery of and payment for the Securities
---------------------
shall be made on the date and at the time specified in Schedule I hereto or at
such time on such later date not more than three Business Days after the
foregoing date as the Representatives shall designate, which date and time may
be postponed by agreement between the Representatives and the Company or as
provided in Section 9 hereof (such date and time of delivery and payment for the
Securities being herein called the "Closing Date"). Delivery of the Securities
shall be made to the Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company by wire transfer payable in same-day funds to an account specified by
the Company. Delivery of the Securities shall be made through the facilities of
The Depository Trust Company unless the Representatives shall otherwise
instruct.
4. Offering by Underwriters. It is understood that the several
-------------------------
Underwriters propose to offer the Securities for sale to the public as set forth
in the Final Prospectus.
5. Agreements. The Company agrees with the several Underwriters
-----------
that:
<PAGE>
5
(a) The Company will use its best efforts to cause the Registration
Statement, if not effective at the Execution Time, and any amendment
thereof, to become effective. Prior to the termination of the offering of
the Securities, the Company will not file (other than, subject to Section
5(f) hereof, the filing of any prospectus supplement or preliminary
prospectus supplement relating to an offering of securities other than the
Securities covered by this Agreement or the filing of any document required
to be filed under the Exchange Act that upon filing is deemed to be
incorporated by reference in the Registration Statement or the Final
Prospectus) any amendment of the Registration Statement or supplement
(including the Final Prospectus or any Preliminary Final Prospectus) to the
Basic Prospectus or any Rule 462(b) Registration Statement unless the
Company has furnished you a copy for your review prior to filing and will
not file any such proposed amendment or supplement to which you reasonably
object. During such time the Company will not file any document required to
be filed under the Exchange Act that upon filing is deemed to be
incorporated by reference in the Registration Statement or the Final
Prospectus unless the Company has furnished to your counsel a copy for
their review and comment a reasonable amount of time prior to filing, which
comments the Company shall review in good faith. Subject to the foregoing
two sentences, if the Registration Statement has become or becomes
effective pursuant to Rule 430A, or filing of the Final Prospectus is
otherwise required under Rule 424(b), the Company will cause the Final
Prospectus, properly completed, and any supplement thereto to be filed with
the Commission pursuant to the applicable paragraph of Rule 424(b) within
the time period prescribed and will provide evidence satisfactory to the
Representatives of such timely filing. The Company will promptly advise
the Representatives (1) when the Registration Statement, if not effective
at the Execution Time, shall have become effective, (2) when the Final
Prospectus, and any supplement thereto, shall have been filed (if required)
with the Commission pursuant to Rule 424(b) or when any Rule 462(b)
Registration Statement shall have been filed with the Commission, (3) when,
prior to termination of the offering of the Securities, any amendment to
the Registration Statement shall have been filed or become effective, (4)
of any request by the Commission or its staff for any amendment of the
Registration Statement, or any Rule 462(b) Registration Statement, or for
any supplement to the Final Prospectus or for any additional information,
(5) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose and (6) of the receipt by
the Company of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the
institution or threatening of any proceeding for such purpose. The Company
will use its best efforts to prevent the issuance of any such stop order or
the suspension of any such qualification and, if issued, to obtain as soon
as possible the withdrawal thereof.
<PAGE>
6
(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a result of
which the Final Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements therein in the light of the circumstances under
which they were made not misleading, or if it shall be necessary to amend
the Registration Statement or supplement the Final Prospectus to comply
with the applicable provisions of the Act or the Exchange Act or the
respective rules thereunder, the Company promptly will (1) notify the
Representatives of such event, (2) prepare and file with the Commission,
subject to the second and third sentences of paragraph (a) of this Section
5, an amendment or supplement which will correct such statement or omission
or effect such compliance and (3) supply any supplemented Final Prospectus
to you in such quantities as you may reasonably request.
(c) As soon as practicable, Sprint will make generally available to
its security holders and to the Representatives an earnings statement or
statements which will satisfy the provisions of Section 11(a) of the Act
and Rule 158 under the Act.
(d) The Company will furnish to the Representatives and counsel for
the Underwriters, without charge, copies of the signed Registration
Statement (including exhibits thereto) and to each other Underwriter a copy
of the Registration Statement (without exhibits thereto) and, so long as
delivery of a prospectus by an Underwriter or dealer may be required by the
Act, as many copies of each Preliminary Final Prospectus and the Final
Prospectus and any supplement thereto as the Representatives may reasonably
request.
(e) The Company will cooperate with you and with counsel for the
Underwriters in connection with the qualification of the Securities for
sale under the laws of such jurisdictions as the Representatives may
designate and will take such actions as are necessary to maintain such
qualifications in effect so long as required for the distribution of the
Securities; provided that in no event shall the Company be obligated to
qualify to do business in any jurisdiction where it is not now so qualified
or to take any action that would subject it to service of process in suits,
other than those arising out of the offering or sale of the Securities, in
any jurisdiction where it is not now so subject.
(f) Until the earlier of the completion of the distribution of the
Securities (but in no event on or prior to the Closing Date) or the date
that is 10 Business Days after the Execution Date, the Company will not,
without the prior written consent of [insert name of Lead Representative],
offer, sell or contract to sell, or
<PAGE>
7
otherwise dispose of (or enter into any transaction which is designed to,
or might reasonably be expected to, result in the disposition (whether by
actual disposition or effective economic disposition due to cash settlement
or otherwise) by the Company or any affiliate of the Company or any person
in privity with the Company or any affiliate of the Company) directly or
indirectly, or announce the offering of, any debt securities issued or
guaranteed by the Company (other than the Securities, short-term commercial
paper and similar debt instruments in the ordinary course of business,
exchanges of debt securities for other debt securities with existing
debtholders and issuances of securities pursuant to prior contractual
commitments).
(g) The Company will not take, directly or indirectly, any action
designed to or which has constituted or which might reasonably be expected
to cause or result, under the Exchange Act or otherwise, in stabilization
or manipulation of the price of any security of the Company to facilitate
the sale or resale of the Securities.
(h) The Company will pay the costs and expenses relating to the
following matters: (i) the preparation, printing or reproduction and
filing with the Commission of the Registration Statement (including
financial statements and exhibits thereto), the Basic Prospectus, each
Preliminary Final Prospectus, each Final Prospectus, and each amendment or
supplement to any of them; (ii) the printing (or reproduction) and delivery
(including postage, air freight charges and charges for counting and
packaging) of such copies of the Registration Statement, the Basic
Prospectus, each Preliminary Final Prospectus, each Final Prospectus, and
all amendments or supplements to any of them, as may, in each case, be
reasonably requested for use in connection with the offering and sale of
the Securities; (iii) the preparation, printing, authentication, issuance
and delivery of certificates for the Securities, including any United
States stamp or transfer taxes in connection with the original issuance and
sale of the Securities; (iv) the printing (or reproduction) and delivery of
this Agreement, any blue sky memorandum and all other agreements or
documents printed (or reproduced) and delivered in connection with the
offering of the Securities; (v) any registration of the Securities under
the Exchange Act; (vi) any registration or qualification of the Securities
for offer and sale under the securities or blue sky laws of the several
states (including filing fees and the reasonable fees and expenses of
counsel for the Underwriters relating to such registration and
qualification); (vii) any filings required to be made with the National
Association of Securities Dealers, Inc. (including filing fees and the
reasonable fees and expenses of counsel for the Underwriters relating to
such filings); (viii) the transportation and other expenses incurred by or
on behalf of Company representatives in connection with presentations to
prospective purchasers of the Securities; (ix) the fees and expenses of the
<PAGE>
8
Company's accountants and the fees and expenses of counsel (including local
and special counsel) for the Company; and (x) all other costs and expenses
incident to the performance by the Company of its obligations under this
Agreement.
(i) The Company will cooperate with the Representatives and use
commercially reasonable efforts to permit the Securities to be eligible for
clearance and settlement through Depository Trust Company, the Euroclear
System and Cedelbank, as applicable.
6. Conditions to the Obligations of the Underwriters. The
--------------------------------------------------
obligations of the Underwriters to purchase the Securities shall be subject to
the accuracy of the representations and warranties on the part of the Company
contained herein as of the Execution Time and the Closing Date, to the accuracy
of the statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
(a) If the Registration Statement has not become effective prior to
the Execution Time, unless the Representatives agree in writing to a later
time, the Registration Statement will become effective not later than (i)
6:00 PM New York City time, on the date of determination of the public
offering price, if such determination occurred at or prior to 3:00 PM New
York City time on such date or (ii) 9:30 AM on the Business Day following
the day on which the public offering price was determined, if such
determination occurred after 3:00 PM New York City time on such date; if
filing of the Final Prospectus, or any supplement thereto, is required
pursuant to Rule 424(b), the Final Prospectus, and any such supplement,
will be filed in the manner and within the time period required by Rule
424(b); and no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall
have been instituted or threatened.
(b) The Company shall have requested [ ], in-house
counsel for Sprint, to have furnished to the Representatives such counsel's
opinion, dated the Closing Date and addressed to the Representatives, to
the effect that:
(i) each of Sprint and its Material Subsidiaries has been duly
incorporated and is validly existing as a corporation, limited
liability company or partnership, as the case may be, in good standing
under the laws of the jurisdiction in which it is chartered or
organized, with full corporate, limited liability company or
partnership power and authority to own or lease, as the case may be,
and to operate its properties and conduct its business as described in
the Final Prospectus, and is duly qualified to do business as a
foreign corporation or partnership and is in good standing under the
laws of each jurisdiction where the nature of its properties or the
<PAGE>
9
conduct of its business requires such qualification, except where the
failure to so qualify does not have a Material Adverse Effect;
(ii) all the outstanding shares of capital stock or ownership
interests of each Material Subsidiary have been duly and validly
authorized and issued and are fully paid and nonassessable, and,
except as otherwise set forth or incorporated by reference in the
Final Prospectus, all outstanding shares of capital stock or ownership
interests of the Material Subsidiaries are owned by Sprint either
directly or through wholly owned subsidiaries free and clear of any
perfected security interest and, to the knowledge of such counsel,
after due inquiry, any other security interest, claim, lien or
encumbrance;
(iii) Sprint's authorized equity capitalization is as set forth
or incorporated by reference in the Final Prospectus; and the
Securities conform in all material respects to the description thereof
contained in the Final Prospectus;
(iv) the Indenture under which the Securities will be issued (the
"Applicable Indenture") has been duly authorized, executed and
delivered by the Company, has been qualified under the Trust Indenture
Act and constitutes a legal, valid and binding instrument enforceable
against the Company in accordance with its terms (subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors' rights
generally from time to time in effect and to general principles of
equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether
considered in a proceeding in equity or at law); and the Securities
have been duly authorized, executed and delivered by the Company and
when authenticated in accordance with the provisions of the Applicable
Indenture and paid for by the Underwriters pursuant to this Agreement,
the Securities will constitute legal, valid and binding obligations of
the Company entitled to the benefits of the Applicable Indenture;
<PAGE>
10
(v) to the knowledge of such counsel, there is no pending or
threatened action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving
Sprint or any of its subsidiaries or its or their property, of a
character required to be disclosed in the Registration Statement which
is not disclosed in the Final Prospectus or incorporated by reference
therein, and there is no contract or other document of a character
required to be described in the Registration Statement or Final
Prospectus, or to be filed as an exhibit thereto, which is not
described or filed as required or incorporated by reference therein;
and the statements included or incorporated by reference in the Final
Prospectus under the heading "United States Federal Income Tax
Considerations" fairly summarize the matters therein described;
(vi) the Registration Statement has become effective under the
Act; any required filing of the Basic Prospectus, any Preliminary
Final Prospectus and the Final Prospectus, and any supplements
thereto, pursuant to Rule 424(b) has been made in the manner and
within the time period required by Rule 424(b); to the knowledge of
such counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued, no proceedings for that
purpose have been instituted or threatened, and the Registration
Statement and the Final Prospectus (other than the financial
statements and schedules and other accounting or statistical
information included or incorporated by reference in, or omitted from,
the Registration Statement and the Final Prospectus and the Form T-1
Statement of Eligibility and Qualification filed as an exhibit to the
Registration Statement, as to which such counsel need express no
opinion) comply as to form in all material respects with the
applicable requirements of the Act, the Exchange Act and the Trust
Indenture Act and the respective rules thereunder;
(vii) this Agreement has been duly authorized, executed and
delivered by the Company;
(viii) the Company is not and, after giving effect to the
offering and sale of the Securities and the application of the
proceeds thereof as described in the Final Prospectus, will not be an
"investment company" as defined in the Investment Company Act of 1940,
as amended;
(ix) no consent, approval, authorization, filing with or order of
any court or governmental agency or body is required in connection
with the transactions contemplated herein, except such as have been
obtained under the Act and such as may be required under the blue sky
or securities laws
<PAGE>
11
of any jurisdiction in connection with the purchase and distribution
of the Securities by the Underwriters in the manner contemplated in
this Agreement and in the Final Prospectus and such other approvals
(specified in such opinion) as have been obtained;
(x) neither the execution and delivery of the Applicable
Indenture, the issue and sale of the Securities, nor the consummation
of any other of the transactions herein contemplated nor the
fulfillment of the terms hereof will conflict with, result in a breach
or violation of, or imposition of any lien, charge or encumbrance upon
any property or assets of Sprint or its subsidiaries pursuant to, (i)
the charter or by-laws of Sprint or its Material Subsidiaries, (ii)
the terms of any indenture, contract, lease, mortgage, deed of trust,
note agreement, loan agreement or other agreement, obligation,
condition, covenant or instrument to which Sprint or its subsidiaries
is a party or bound or to which its or their property is subject, or
(iii) any statute, law, rule, regulation, judgment, order or decree
applicable to Sprint or its subsidiaries of any court, regulatory
body, administrative agency, governmental body, arbitrator or other
authority having jurisdiction over Sprint or its subsidiaries or any
of its or their properties that is known to such counsel, except, as
to (ii) and (iii), for such conflicts, breaches, violations or
impositions that could not reasonably be expected to have a Material
Adverse Effect; and
(xi) to the knowledge of such counsel, no holders of securities
of the Company have rights to the registration of such securities
under the Registration Statement.
In addition, such counsel shall state that although such counsel has not
undertaken, except as otherwise indicated in such opinion, to determine
independently, and does not assume any responsibility for, the accuracy,
completeness or fairness of the statements in the Registration Statement or
the Final Prospectus, such counsel has participated in the preparation of
the Registration Statement and the Final Prospectus, including the
documents incorporated by referenced therein, and nothing has come to such
counsel's attention that causes such counsel to believe that on the
Effective Date or at the Execution Time the Registration Statement
contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Final Prospectus, as of its
date and on the Closing Date, contained or contains any untrue statement of
a material fact or omitted or omits to state any material fact necessary in
order to make the statements therein, in light of the circumstances under
which they were made, not misleading (in each case other than the financial
<PAGE>
12
statements and schedules and other accounting or statistical information
included or incorporated by reference therein, or omitted therefrom, and
the Form T-1 Statement of Eligibility and Qualification filed as an exhibit
to the Registration Statement, as to which counsel need not make any
statement).
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the State
of New York, the Federal laws of the United States (except with respect to
regulatory and tax matters), the Delaware General Corporation Law or the
laws of the State of Kansas, to the extent he deems proper and specified in
such opinion, upon the opinion (including with respect to regulatory and
tax matters) of other counsel of good standing whom he believes to be
reliable and who are reasonably satisfactory to counsel for the
Underwriters and (B) as to matters of fact, to the extent he deems proper,
on certificates of responsible officers of the Company and the PCS
Companies and public officials. References to the Final Prospectus in this
paragraph (b) include any supplements thereto at the Closing Date.
(c) The Representatives shall have received from Cravath, Swaine &
Moore, counsel for the Underwriters, such opinion or opinions, dated the
Closing Date and addressed to the Representatives, with respect to the
issuance and sale of the Securities, the Applicable Indenture, the
Registration Statement, the Final Prospectus (together with any supplement
thereto) and other related matters as the Representatives may reasonably
require, and the Company shall have furnished to such counsel such
documents as they request for the purpose of enabling them to pass upon
such matters.
(d) The Company shall have furnished to the Representatives a
certificate of Sprint signed by an executive officer (meaning those
officers who file reports pursuant to Section 16(b) of the Exchange Act)
and the principal financial or accounting officer of Sprint, dated the
Closing Date, to the effect that the signers of such certificate have
carefully examined the Registration Statement, the Final Prospectus, any
supplements to the Final Prospectus and this Agreement and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of
the Closing Date with the same effect as if made on the Closing Date
and the Company has complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied at or prior to
the Closing Date;
<PAGE>
13
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company's knowledge,
threatened; and
(iii) since the date of the most recent financial statements
included or incorporated by reference in the Final Prospectus
(exclusive of any supplement thereto), there has been no material
adverse effect on the condition (financial or otherwise), prospects,
earnings, business or properties of Sprint and its subsidiaries, taken
as a whole, whether or not arising from transactions in the ordinary
course of business, except as set forth in or contemplated in the
Final Prospectus (exclusive of any supplement thereto).
(e) The Company shall have requested Ernst & Young LLP to have
furnished to the Representatives, at the Execution Time and at the Closing
Date, letters (which may refer to letters previously delivered to one or
more of the Representatives), dated respectively as of the Execution Time
and as of the Closing Date, in form and substance satisfactory to the
Representatives, confirming that they are independent auditors with respect
to the Company within the meaning of the Act and the Exchange Act and the
respective applicable published rules and regulations thereunder and that
they have performed a review of the most recent unaudited interim financial
information of Sprint, the FON Group and the PCS Group included or
incorporated by reference in the Registration Statement and Final
Prospectus, if any, in accordance with Statement on Auditing Standards No.
71, and stating in effect, except as provided in Schedule I hereto, that:
(i) in their opinion the audited financial statements and
financial statement schedules included or incorporated by reference in
the Registration Statement and the Final Prospectus and reported on by
them comply as to form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and the
related published rules and regulations;
(ii) on the basis of a reading of the latest unaudited financial
statements made available by Sprint, the FON Group and the PCS Group;
their limited review, in accordance with standards established under
Statement on Auditing Standards No. 71, of the most recent unaudited
interim financial information of Sprint, the FON Group and the PCS
Group included or incorporated by reference in the Registration
Statement and the Final Prospectus; carrying out certain specified
procedures (but not an examination in accordance with generally
accepted auditing standards)
<PAGE>
14
which would not necessarily reveal matters of significance with
respect to the comments set forth in such letter; a reading of the
minutes of the meetings of the stockholders, directors and executive
and audit committees of Sprint and its subsidiaries (as defined in the
introductory paragraph of this Agreement); inquiries of certain
officials of Sprint who have responsibility for financial and
accounting matters of Sprint and its subsidiaries as to transactions
and events subsequent to the date of the most recent audited financial
statements included or incorporated by reference in the Registration
Statement and the Final Prospectus; and a reading of the letter from
Deloitte & Touche LLP, independent auditors with respect to Sprint
Spectrum for the period up to March 31, 1999, to the Representatives,
nothing came to their attention which caused them to believe that:
(1) any unaudited financial statements of Sprint, the FON
Group or the PCS Group incorporated by reference in the
Registration Statement and the Final Prospectus do not comply as
to form in all material respects with applicable accounting
requirements of the Act and with the published rules and
regulations of the Commission with respect to financial
statements included or incorporated by reference in quarterly
reports on Form 10-Q under the Exchange Act; and said unaudited
financial statements are not in conformity with generally
accepted accounting principles applied on a basis substantially
consistent with that of the audited financial statements
incorporated by reference in the Registration Statement and the
Final Prospectus;
(2) with respect to the period subsequent to the date of
the most recent financial statements (other than any capsule
information), audited or unaudited, included or incorporated by
reference in the Registration Statement and the Final Prospectus,
there were, at a specified date not more than five days prior to
the date of the letter, any changes in the long-term debt or
capital stock or decreases in the stockholders' equity of Sprint,
or any changes in the long-term debt or decreases in the group
equity of FON Group or the PCS Group, as compared with the
amounts shown on the date of the most recent financial statements
(other than capsule information), audited or unaudited, included
or incorporated by reference in the Registration Statement and
the
<PAGE>
15
Final Prospectus, or for the period from the date of the most
recent financial statements (other than capsule information),
audited or unaudited, included or incorporated by reference in
the Registration Statement and the Final Prospectus, to such
specified date there were, as compared with the corresponding
period in the preceding year, any decreases in net operating
revenues or increases in operating loss, loss from continuing
operations, net loss, or equity in loss of Global One, of Sprint,
any decreases in net operating revenues, operating income, income
from continuing operations or net income, or any increases in
equity in loss of Global One, of the FON Group, or any decreases
in net operating revenues or increases in operating loss or net
loss of the PCS Group, except in all instances for changes,
increases or decreases set forth in such letter, in which case
the letter shall be accompanied by an explanation by Sprint as to
the significance thereof unless said explanation is not deemed
necessary by the Representatives; or
(3) the information for Sprint, the FON Group or the PCS
Group included or incorporated by reference in the Registration
Statement and Final Prospectus in response to Regulation S-K,
Item 301 (Selected Financial Data), Item 302 (Supplementary
Financial Information), Item 402 (Executive Compensation) and
Item 503(d) (Ratio of Earnings to Fixed Charges) is not in
conformity with the applicable disclosure requirements of
Regulation S-K;
(iii) they have performed certain other specified procedures as a
result of which they determined that certain information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the
general accounting records of Sprint and its subsidiaries) set forth
in the Registration Statement and the Final Prospectus and in Exhibit
12 incorporated by reference in the Registration Statement, including
the information set forth under the captions "Capitalization of
Sprint", and "Capitalization of Sprint Capital" in the Final
Prospectus and the information included or incorporated by reference
in Sprint's Annual Report on Form 10-K, Quarterly Reports on Form 10-
Q, Current Reports on Form 8-K, each of which is incorporated by
reference in the Registration Statement and the Final Prospectus,
agrees with the accounting records of Sprint and its subsidiaries,
excluding any questions of legal interpretation; and
(iv) on the basis of a reading of the unaudited pro forma
financial statements of Sprint, the PCS Group and/or the FON Group
included or incorporated by reference in the Registration Statement
and the Final Prospectus (the "pro forma financial statements");
carrying out certain
<PAGE>
16
specified procedures; inquiries of certain officials of Sprint and its
subsidiaries who have responsibility for financial and accounting
matters; and proving the arithmetic accuracy of the application of the
pro forma adjustments to the historical amounts in the pro forma
financial statements, nothing came to their attention which caused
them to believe that the pro forma financial statements do not comply
as to form in all material respects with the applicable accounting
requirements of Rule 11-02 of Regulation S-X or that the pro forma
adjustments have not been properly applied to the historical amounts
in the compilation of such statements.
References to the Final Prospectus in this paragraph (e) include any
supplement thereto at the date of the letter.
(f) The Company shall have requested Deloitte & Touche LLP to have
furnished to the Representatives, at the Execution Time, a letter (which
may refer to letters previously delivered to one or more of the
Representatives), dated as of the Execution Time, in form and substance
satisfactory to the Representatives, confirming that they are independent
accountants within the meaning of the Act and the Exchange Act and the
respective applicable published rules and regulations thereunder and that
they have performed a review of the unaudited interim financial information
of Sprint Spectrum for the three-month period ended March 31, 1999, and at
March 31, 1999, in accordance with Statement on Auditing Standards No. 71,
and stating in effect, except as provided in Schedule I hereto, that:
(i) in their opinion the audited financial statements and
financial statement schedules included in or incorporated by reference
in the Registration Statement and the Final Prospectus and reported on
by them comply as to form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and the
related published rules and regulations;
(ii) on the basis of a reading of the latest unaudited financial
statements made available by Sprint Spectrum; their limited review, in
accordance with standards established under Statement on Auditing
Standards No. 71, of the unaudited interim financial information of
Sprint Spectrum for the three-month period ended March 31, 1999 and at
March 31, 1999; carrying out certain specified procedures (but not an
examination in accordance with generally accepted auditing standards)
which would not necessarily reveal matters of significance with
respect to the comments set forth in such letter; a reading of the
minutes of the
<PAGE>
17
meetings of the partners and committees of Sprint Spectrum; and
inquiries of certain officials of Sprint Spectrum who have
responsibility for financial and accounting matters, nothing came to
their attention which caused them to believe that:
(1) any unaudited financial statements of Sprint Spectrum
included or incorporated by reference in the Registration
Statement and the Final Prospectus do not comply as to form in
all material respects with applicable accounting requirements of
the Act and with the published rules and regulations of the
Commission with respect to financial statements included or
incorporated by reference in quarterly reports on Form 10-Q under
the Exchange Act; and said unaudited financial statements are not
in conformity with generally accepted accounting principles
applied on a basis substantially consistent with that of the
audited financial statements included or incorporated by
reference in the Registration Statement and the Final Prospectus;
or
(2) the information included or incorporated by reference in
the Registration Statement and Final Prospectus for Sprint
Spectrum in response to Regulation S-K, Item 301 (Selected
Financial Data), Item 302 (Supplementary Financial Information)
and Item 503(d) (Ratio of Earnings to Fixed Charges) is not in
conformity with the applicable disclosure requirements of
Regulation S-K; and
(iii) they have performed certain other specified procedures as a
result of which they determined that certain information of an
accounting, financial or statistical nature for Sprint Spectrum (which
is limited to accounting, financial or statistical information derived
from the general accounting records of Sprint Spectrum as of for the
year ended December 31, 1998) set forth in the Registration Statement
and the Final Prospectus, including the information included or
incorporated by reference in the Proxy Statement, which is
incorporated by reference in the Registration Statement and the Final
Prospectus, agrees with the accounting records of Sprint Spectrum as
of for the year ended December 31, 1998, excluding any questions of
legal interpretation.
References to the Final Prospectus in this paragraph (f) include any
supplement thereto at the date of the letter.
<PAGE>
18
(g) Subsequent to the Execution Time or, if earlier, the dates as of
which information is given in the Registration Statement (exclusive of any
amendment thereof) and the Final Prospectus (exclusive of any supplement
thereto), there shall not have been (i) any change, increase or decrease
specified in the letter or letters referred to in paragraph (e) or (f) of
this Section 6 or (ii) any change, or any development involving a
prospective change, in or affecting the condition (financial or otherwise),
earnings, business or properties of the Company and its subsidiaries, taken
as a whole, whether or not arising from transactions in the ordinary course
of business, except as set forth in or contemplated in the Final Prospectus
(exclusive of any supplement thereto) the effect of which, in any case
referred to in clause (i) or (ii) above, is, in the sole judgment of the
Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or delivery of the Securities as
contemplated by the Registration Statement (exclusive of any amendment
thereof) and the Final Prospectus (exclusive of any supplement thereto).
(h) Subsequent to the Execution Time, there shall not have been any
decrease in the rating of any of the debt securities of Sprint or Sprint
Capital by any "nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Act) or any notice given of
any intended or potential decrease in any such rating or of a possible
change in any such rating that does not indicate the direction of the
possible change.
(i) Prior to the Closing Date, the Company shall have furnished to
the Representatives such further information, certificates and documents as
the Representatives may reasonably request.
If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representatives. Notice of
such cancelation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.
The documents required to be delivered by this Section 6 shall be
delivered at the offices of Cravath, Swaine & Moore, counsel for the
Underwriters, at Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019,
on the Closing Date.
7. Reimbursement of Underwriters' Expenses. If the sale of the
----------------------------------------
Securities provided for herein is not consummated because any condition to the
obligations of the
<PAGE>
19
Underwriters set forth in Section 6 hereof is not satisfied, because of any
termination pursuant to Section 10 hereof or because of any refusal, inability
or failure on the part of the Company to perform any agreement herein or comply
with any provision hereof other than by reason of a default by any of the
Underwriters, the Company will reimburse the Underwriters severally through the
lead Representative on demand for all out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of the Securities.
8. Indemnification and Contribution. (a) The Company agrees to
---------------------------------
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement as originally filed or in
any amendment thereof, or in the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company will not
-------- -------
be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any Underwriter through the Representatives specifically for inclusion
therein. This indemnity agreement will be in addition to any liability which the
Company may otherwise have.
(b) Each Underwriter, severally and not jointly, agrees to indemnify
and hold harmless the Company, each of its directors and officers, and each
person who controls the Company within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Company to
each Underwriter, but only with reference to written information furnished to
the Company by or on behalf of such Underwriter through the Representatives
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any Underwriter may otherwise have. The Company acknowledges that the
statements set forth in the last paragraph of the cover page regarding delivery
of the Securities and, under the heading "Underwriting" or "Plan of
Distribution", (i) the list
<PAGE>
20
of Underwriters and their respective participation in the sale of the
Securities, (ii) the sentences related to concessions and reallowances and (iii)
the paragraph related to stabilization, syndicate covering transactions and
penalty bids in any Preliminary Final Prospectus and the Final Prospectus
constitute the only information furnished in writing by or on behalf of the
several Underwriters for inclusion in any Preliminary Final Prospectus or the
Final Prospectus.
(c) Promptly after receipt by an indemnified party under this Section
8 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
-------- -------
reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ one
separate counsel (plus local counsel), and the indemnifying party shall bear the
reasonable fees, costs and expenses of such separate counsel if (i) the use of
counsel chosen by the indemnifying party to represent the indemnified party
would present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it which
are different from or additional to those available to the indemnifying party,
(iii) the indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.
<PAGE>
21
(d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and the Underwriters severally
agree to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which the Company
and one or more of the Underwriters may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and by the Underwriters on the other from the offering of the Securities.
If the allocation provided by the immediately preceding sentence is unavailable
for any reason, the Company and the Underwriters severally shall contribute in
such proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Company on the one hand and of the Underwriters
on the other in connection with the statements or omissions which resulted in
such Losses as well as any other relevant equitable considerations. Benefits
received by the Company shall be deemed to be equal to the total net proceeds
from the offering (before deducting expenses) received by it, and benefits
received by the Underwriters shall be deemed to be equal to the total
underwriting discounts and commissions, in each case as set forth on the cover
page of the Final Prospectus. Relative fault shall be determined by reference
to, among other things, whether any untrue or any alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information provided by the Company on the one hand or the
Underwriters on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Underwriters agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 8, each person who controls an Underwriter within the meaning of
either the Act or the Exchange Act and each director, officer, employee and
agent of an Underwriter shall have the same rights to contribution as such
Underwriter, and each person who controls the Company within the meaning of
either the Act or the Exchange Act, each officer of the Company and each
director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (d).
9. Default by an Underwriter. If any one or more Underwriters shall
--------------------------
fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the principal amount of
<PAGE>
22
Securities set forth opposite their names in Schedule II hereto bears to the
aggregate principal amount of Securities set forth opposite the names of all the
remaining Underwriters) the Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event
-------- -------
that the aggregate principal amount of Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the aggregate principal amount of Securities set forth in Schedule II hereto,
the remaining Underwriters shall have the right to purchase all, but shall not
be under any obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the Securities, this Agreement
will terminate without liability to any nondefaulting Underwriter or the
Company. In the event of a default by any Underwriter as set forth in this
Section 9, the Closing Date shall be postponed for such period, not exceeding
five Business Days, as the Representatives shall determine in order that the
required changes in the Registration Statement and the Final Prospectus or in
any other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Company and any nondefaulting Underwriter for damages occasioned by its
default hereunder.
10. Termination. This Agreement shall be subject to termination in
------------
the absolute discretion of the Representatives, by notice given to the Company
prior to delivery of and payment for the Securities, if at any time prior to
such time (i) trading in the Company's PCS Stock and/or FON Stock shall have
been suspended by the Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange shall have been suspended or
limited or minimum prices shall have been established on such Exchange, (ii) a
banking moratorium shall have been declared either by Federal or New York State
authorities or (iii) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war, or
other calamity or crisis the effect of which on financial markets is such as to
make it, in the sole judgment of the Representatives, impractical or inadvisable
to proceed with the offering or delivery of the Securities as contemplated by
the Final Prospectus (exclusive of any supplement thereto).
11. Representations and Indemnities to Survive. The respective
-------------------------------------------
agreements, representations, warranties, indemnities and other statements of
Sprint or Sprint Capital or their officers and of the Underwriters set forth in
or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or the
Company or any of the officers, directors or controlling persons referred to in
Section 8 hereof, and will survive delivery of and payment for the Securities.
The provisions of Sections 7 and 8 hereof shall survive the termination or
cancelation of this Agreement.
<PAGE>
23
12. Notices. All communications hereunder will be in writing and
--------
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to the [General Counsel of Lead Representative Attention:
General Counsel;] or, if sent to the Company, will be mailed, delivered or
telefaxed to Sprint Corporation (fax no.: 913-624-2256) and confirmed to it at
2330 Shawnee Mission Parkway, Westwood, Kansas 66205, attention of the Legal
Department.
13. Successors. This Agreement will inure to the benefit of and be
-----------
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8 hereof, and no
other person will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and construed
---------------
in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York, without regard to the
choice of law principles of any jurisdiction.
15. Counterparts. This Agreement may be signed in one or more
------------
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.
16. Headings. The section headings used herein are for convenience
---------
only and shall not affect the construction hereof.
17. Definitions. The terms which follow, when used in this
------------
Agreement, shall have the meanings indicated.
"Act" shall mean the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.
"Applicable Indenture" shall have the meaning specified in Section
6(b)(iv) above.
"Basic Prospectus" shall mean the prospectus referred to in Section
1(a) above contained in the Registration Statement at the Effective Date.
"Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.
"Commission" shall mean the Securities and Exchange Commission.
<PAGE>
24
"Effective Date" shall mean each date and time that the Registration
Statement, any post-effective amendment or amendments thereto and any Rule
462(b) Registration Statement became or become effective.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated
thereunder.
"Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto.
"Final Prospectus" shall mean the prospectus supplement relating to
the Securities that is first filed pursuant to Rule 424(b) after the
Execution Time, together with the Basic Prospectus.
"FON Group" shall have the meaning assigned to the Sprint FON Group in
the Articles of Incorporation of Sprint.
"FON Stock" shall mean FON Common Stock, Series 1, of Sprint.
"Material Adverse Effect" shall mean a material adverse effect on (i)
the condition (financial or otherwise), prospects, earnings, business or
properties of the Company and its subsidiaries, taken as a whole or (ii)
the Company's ability to perform the transactions contemplated by this
Agreement.
"Material Subsidiary" shall mean Sprint Capital and any other
subsidiary of Sprint that is a "significant subsidiary" of Sprint within
the meaning of Rule 1-02 under Regulation S-X promulgated by the
Commission, substituting five percent for 10 percent in the conditions
specified therein and substituting "proportionate share of the total net
revenue (after intercompany eliminations)" for "equity in the income from
continuing operations before income taxes, extraordinary items and
cumulative effect of a change in accounting principle" and "such revenue"
for "such income" in clause (3) of such definition.
"PCS Companies" shall mean, collectively, Sprint Spectrum Holding
Company L.P., American PCS, L.P., MinorCo L.P., PhillieCo Partners I, L.P.,
PhillieCo Partners II, L.P., Cox Communications PCS, L.P., SprintCom, Inc.
and SprintCom Equipment Company L.P. and each of their respective
subsidiaries.
"PCS Group" shall have the meaning assigned thereto in the Articles of
Incorporation of Sprint.
<PAGE>
25
"PCS Stock" shall mean PCS Common Stock, Series 1, of Sprint.
"Preliminary Final Prospectus" shall mean any preliminary prospectus
supplement to the Basic Prospectus which describes the Securities and the
offering thereof and is used prior to filing of the Final Prospectus,
together with the Basic Prospectus.
"Registration Statement" shall mean the registration statement
referred to in Section 1(a) above, including exhibits and financial
statements, as amended at the Execution Time (or, if not effective at the
Execution Time, in the form in which it shall become effective) and, in the
event any post-effective amendment thereto or any Rule 462(b) Registration
Statement becomes effective prior to the Closing Date, shall also mean such
registration statement as so amended or such Rule 462(b) Registration
Statement, as the case may be. Such term shall include any Rule 430A
Information deemed to be included therein at the Effective Date as provided
by Rule 430A.
" Rule 415", "Rule 424", "Rule 430A" and "Rule 462" refer to such
rules under the Act.
"Rule 430A Information" shall mean information with respect to the
Securities and the offering thereof permitted to be omitted from the
Registration Statement when it becomes effective pursuant to Rule 430A.
"Rule 462(b) Registration Statement" shall mean a registration
statement and any amendments thereto filed pursuant to Rule 462(b) relating
to the offering covered by the registration statement referred to in
Section 1(a) hereof.
"Sprint Spectrum" shall mean, collectively, Sprint Spectrum Holding
Company, L.P., MinorCo L.P., PhillieCo Partners I, L.P. and PhillieCo
Partners II, L.P. and their respective subsidiaries provided, that for the
--------
period from and after January 1, 1999, Sprint Spectrum shall also include
SprintCom, Inc..
"Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended and the rules and regulations of the Commission promulgated
thereunder.
"Trustee" shall mean Bank One, N.A., in its capacity as trustee under
the Applicable Indenture.
<PAGE>
26
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this Agreement and your acceptance shall represent a binding agreement
between the Company and the several Underwriters.
Very truly yours,
Sprint Corporation
By:____________________________________
Name:
Title:
Sprint Capital Corporation
By:____________________________________
Name:
Title:
<PAGE>
27
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
[Insert name of Representatives]
By: [Insert name of Lead Representative]
By:____________________________________
Name:
Title:
<PAGE>
28
SCHEDULE I
Underwriting Agreement dated:
Registration Statement No.:
Representatives:
Issuer:
[Guarantor: Sprint Corporation]
Title, Purchase Price and Description of Securities:
Title:
Principal amount:
Purchase price (include accrued
interest or amortization, if
any):
Sinking fund provisions:
Redemption provisions:
Other provisions:
Closing Date, Time and Location:
Type of Offering:
Modification of items to be covered by the letter from Ernst & Young LLP
delivered pursuant to Section 6(e) at the Execution Time:
Modification of items to be covered by the letter from Deloitte & Touche LLP
delivered pursuant to Section 6(f) at the Execution Time:
Applicable Indenture:
<PAGE>
29
SCHEDULE II
Principal Amount of Securities
(including Guarantees) to be Purchased
-------------------------------------
$
-----------------------------
Total ......................... $
=============================
<PAGE>
Exhibit 5
July 23, 1999
Sprint Capital Corporation
Sprint Corporation
2330 Shawnee Mission Parkway
Westwood, Kansas 66205
Re: Registration Statement for $4,000,000,000 Aggregate Principal Amount
of Debt Securities and Guarantees
Gentlemen:
In connection with the proposed offering, issuance and sale by Sprint
Capital Corporation and/or Sprint Corporation of Debt Securities (the "Debt
Securities"), issuable under and pursuant to the terms and provisions of
Indentures dated as of October 1, 1998, as supplemented by First Supplemental
Indentures dated as of January 15, 1999 (collectively, the "Indentures"),
between you and Bank One, N.A., as Trustee, I have examined the Registration
Statement on Form S-3 (the "Registration Statement") to be filed under the
Securities Act of 1933, as amended (the "Act"), and such other documents,
records and matters as I have considered necessary or appropriate for the
purpose of rendering this opinion. The Debt Securities of Sprint Capital
Corporation will be unconditionally guaranteed (the "Guarantees") as to the
payment of principal, premium, if any, and interest by Sprint Corporation.
Based upon such examination, I am of the opinion that when (1) the
Registration Statement has become effective under the Act, and (2) the Debt
Securities have been duly authorized by appropriate corporate action, and the
Debt Securities and Guarantees have been duly executed, authenticated, issued
and delivered in accordance with the applicable Indenture and sold as
contemplated by the Registration Statement, the Debt Securities and Guarantees
will be legally issued and the valid and legally binding obligations of Sprint
Capital Corporation or Sprint Corporation, as the case may be, entitled to the
benefits of the applicable Indenture, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general applicability relating to
or affecting creditors' rights and to general equity principles.
I hereby consent to the incorporation by reference of this opinion into a
subsequent registration statement filed by Sprint Capital Corporation and Sprint
Corporation pursuant to Rule 462(b) under the Securities Act of 1933 relating to
the offering covered by this Registration Statement.
<PAGE>
Sprint Capital Corporation
Sprint Corporation
July 23, 1999
Page 2
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference made to me under the caption "Validity
of the Debt Securities and Guarantees" in the Prospectus forming a part of the
Registration Statement. In giving such consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Don A. Jensen
Don A. Jensen
<PAGE>
EXHIBIT 12
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Sprint Corporation
<TABLE>
<CAPTION>
March 31, December 31,
-------- ----------------------------------------------------------------------
1999 1998 1997 1996 1995 1994
- -------------------------------------------------------------------------------------------------------------------------------
(millions)
<S> <C> <C> <C> <C> <C> <C>
Earnings
Income (loss) before income taxes
and extraordinary items $ (283.9) $ 842.4 $ 1,583.0 $ 1,911.9 $ 1,480.4 $ 1,387.9
Capitalized interest (30.4) (167.1) (93.0) (104.0) (57.0) (7.5)
Equity in losses of less than
50% owned entities 38.2 92.5 768.4 269.0 32.9 -
- -------------------------------------------------------------------------------------------------------------------------------
Subtotal (276.1) 767.8 2,258.4 2,076.9 1,456.3 1,380.4
- -------------------------------------------------------------------------------------------------------------------------------
Fixed charges
Interest charges 224.8 895.3 280.2 300.7 317.7 308.2
Interest factor of operating rents 74.1 274.4 134.5 120.1 119.4 110.4
Pre-tax cost of preferred stock
dividends of subsidiaries - 0.4 0.3 0.4 0.7 0.9
- -------------------------------------------------------------------------------------------------------------------------------
Total fixed charges 298.9 1,170.1 415.0 421.2 437.8 419.5
- -------------------------------------------------------------------------------------------------------------------------------
Earnings, as adjusted $ 22.8 $ 1,937.9 $ 2,673.4 $ 2,498.1 $ 1,894.1 $ 1,799.9
=======================================================================================
Ratio of earnings to fixed charges - (1) 1.66 (2) 6.44 (3) 5.93 (4) 4.33 (5) 4.29
=======================================================================================
</TABLE>
(1) For the 1999 first quarter, earnings, as adjusted, were inadequate to
cover fixed charges by $276 million.
(2) Earnings as computed for the ratio of earnings to fixed charges includes
nonrecurring net gains of $104 million mainly relating to sales of local
exchanges and a nonrecurring charge to write off $179 million of acquired
in-process research and development costs related to the PCS
Restructuring. Excluding these items, the ratio of earnings to fixed
charges would have been 1.72 for 1998.
(3) Earnings as computed for the ratio of earnings to fixed charges includes
nonrecurring items. These items include a litigation charge of $20
million, gains on the sales of local exchanges of $45 million and a gain
on the sale of an equity investment in an equipment provider of $26
million. Excluding these items, the ratio of earnings to fixed charges
would have been 6.32 for 1997.
(4) Earnings as computed for the ratio of earnings to fixed charges includes
the nonrecurring charge related to litigation of $60 million recorded in
1996. Excluding this charge, the ratio of earnings to fixed charges would
have been 6.07 for 1996.
(5) Earnings as computed for the ratio of earnings to fixed charges includes
the nonrecurring restructuring charge of $88 million recorded in 1995.
Excluding this charge, the ratio of earnings to fixed charges would have
been 4.53 for 1995.
Note: The ratios were computed by dividing fixed charges into the sum of
earnings (after certain adjustments) and fixed charges. Earnings include
income from continuing operations before taxes, plus equity in the net
losses of less-than-50% owned entities, less capitalized interest. Fixed
charges include (a) interest on all debt of continuing operations
(including amortization of debt issuance costs), (b) the interest
component of operating rents, and (c) the pre-tax cost of subsidiary
preferred stock dividends.
<PAGE>
EXHIBIT 23-A
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Sprint Corporation
and Sprint Capital Corporation for the registration of $4,000,000,000 of
unsecured senior debt securities and to the incorporation by reference therein
of our reports dated February 2, 1999, with respect to the consolidated
financial statements and schedule of Sprint Corporation and the combined
financial statements and schedules of the FON Group and the PCS Group included
in Sprint Corporation's Annual Report (Form 10-K) for the year ended December
31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Kansas City, Missouri
July 23, 1999
<PAGE>
Exhibit 23-B
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Sprint Corporation on Form S-3 of our report dated February 2, 1999, on the
consolidated financial statements of Sprint Spectrum Holding Company, L.P. and
subsidiaries and the related financial statement schedule, appearing in the
Annual Report on Form 10-K of Sprint Corporation for the year ended December 31,
1998, and to the reference to us under the heading "Experts" in the Prospectus
which is part of this Registration Statement
/s/ Deloitte & Touche LLP
Kansas City, Missouri
July 23, 1999
<PAGE>
Registration No.____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
BANK ONE, N.A.
Not Applicable 31-4148768
(State of Incorporation (I.R.S.Employer
if not a national bank) Identification No.)
100 East Broad Street, Columbus, Ohio 43271-0181
(Address of trustee's principal executive offices) (Zip Code)
c/o Bank One Trust Company, NA
100 East Broad Street
Columbus, Ohio 43271-0181
(614) 248-5811
(Name, address and telephone number of agent for service)
SPRINT CAPITAL CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 48-1132866
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
SPRINT CORPORATION
(Exact name of obligor as specified in its charter)
Kansas 48-0457967
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
P.O. Box 11315 64112
Kansas City, Missouri (Zip Code)
(Address of principal executive
office)
Debt Securities
(Title of the Indenture securities)
<PAGE>
GENERAL
1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency, Washington, D.C.
Federal Reserve Bank of Cleveland, Cleveland, Ohio
Federal Deposit Insurance Corporation, Washington, D.C.
The Board of Governors of the Federal Reserve System, Washington,
D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. Affiliations with Obligor and Underwriters.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The obligor is not an affiliate of the trustee.
16. List of Exhibits
List below all exhibits filed as a part of this statement of eligibility
and qualification. (Exhibits identified in parentheses, on file with the
Commission, are incorporated herein by reference as exhibits hereto.)
Exhibit 1 - A copy of the Articles of Association of the trustee as now in
effect.
Exhibit 2 - A copy of the Certificate of Authority of the trustee to commence
business.
Exhibit 3 - A copy of the Authorization of the trustee to exercise corporate
trust powers.
Exhibit 4 - A copy of the Bylaws of the trustee as now in effect.
<PAGE>
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939, as amended.
Exhibit 7 - Report of Condition of the trustee as of the close of business on
March 31, 1999, published pursuant to the requirements of the Comptroller of the
Company, see attached.
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
Items 3 through 15 are not answered pursuant to General Instruction B which
requires responses to Item 1, 2 and 16 only, if the obligor is not in default.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the Trustee, Bank One, NA, a national banking association organized under the
National Banking Act, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in Columbus, Ohio, on July 23, 1999.
Bank One, NA
By: /s/ David B. Knox
Authorized Signer
<PAGE>
Exhibit 1
BANK ONE, NATIONAL ASSOCIATION
ARTICLES OF ASSOCIATION
-----------------------
FIRST. The title of this Association shall be Bank One, National Association.
-----
SECOND. The main office of the Association shall be in Columbus, County of
------
Franklin, State of Ohio. The general business of the Association shall be
conducted at its main office and its branches.
THIRD. The Board of Directors of this Association shall consist of not less
-----
than five nor more than twenty-five Directors, the exact number of Directors
within such minimum and maximum limits to be fixed and determined from time-to-
time by resolution of the shareholders at any annual or special meeting thereof,
provided, however, that the Board of Directors, by resolution of a majority
thereof, shall be authorized to increase the number of its members by not more
than two between regular meetings of the shareholders. Each Director, during the
full term of his directorship, shall own, as qualifying shares, the minimum
number of shares of either this Association or of its parent bank holding
company in accordance with the provisions of applicable law. Unless otherwise
provided by the laws of the United States, any vacancy in the Board of Directors
for any reason, including an increase in the number thereof, may be filled by
action of the Board of Directors.
<PAGE>
FOURTH. The annual meeting of the shareholders for the election of Directors
------
and the transaction of whatever other business may be brought before said
meeting shall be held at the main office of this Association or such other place
as the Board of Directors may designate, on the day of each year specified
therefor in the Bylaws, but if no election is held on that day, it may be held
on any subsequent business day according to the provisions of law; and all
elections shall be held according to such lawful regulations as may be
prescribed by the Board of Directors.
FIFTH. The authorized amount of capital stock of this Association shall be
-----
12,704,315 shares of common stock of the par value of Ten Dollars ($10) each;
but said capital stock may be increased or decreased from time-to-time, in
accordance with the provisions of the laws of the United States.
No holder of shares of the capital stock of any class of the Association
shall have the preemptive or preferential right of subscription to any share of
any class of stock of this Association, whether now or hereafter authorized or
to any obligations convertible into stock of this Association, issued or sold,
nor any right of subscription to any thereof other than such, if any, as the
Board of Directors, in its discretion, may from time-to-time determine and at
such price as the Board of Directors may from time-to-time fix.
This Association, at any time and from time-to-time, may authorize and
issue debt obligations, whether or not subordinated, without the approval of the
shareholders.
SIXTH. The Board of Directors shall appoint one of its members President of
-----
the Association, who shall be Chairman of the Board, unless the Board appoints
another director to be the Chairman. The Board of Directors shall have the
power to appoint one or more Vice Presidents and to appoint a Secretary and such
other officers and employees as may be required to transact the business of this
Association.
The Board of Directors shall have the power to define the duties of the
officers and employees of this Association; to fix the salaries to be paid to
them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the
<PAGE>
manner in which any increase of the capital of this Association shall be made;
to manage and administer the business and affairs of this Association; to make
all Bylaws that it may be lawful for them to make; and generally to do and
perform all acts that it may be legal for a Board of Directors to do and
perform.
SEVENTH. The Board of Directors shall have the power to change the location
-------
of the main office to any other place within the limits of the City of Columbus,
Ohio, without the approval of the shareholders but subject to the approval of
the Comptroller of the Currency; and shall have the power to establish or change
the location of any branch or branches of this Association to any other
location, without the approval of the shareholders but subject to the approval
of the Comptroller of the Currency.
EIGHTH. The corporate existence of this Association shall continue until
------
terminated in accordance with the laws of the United States.
NINTH. The Board of Directors of this Association, or any three or more
-----
shareholders owning, in the aggregate, not less than 10 percent of the stock of
this Association, may call a special meeting of shareholders at any time.
Unless otherwise provided by the laws of the United States, a notice of the
time, place and purpose of every annual and special meeting of the shareholders
shall be given by first-class mail, postage prepaid, mailed at least ten days
prior to the date of such meeting to each shareholder of record at his address
as shown upon the books of this Association.
<PAGE>
TENTH. Every person who is or was a Director, officer or employee of the
-----
Association or of any other corporation which he served as a Director, officer
or employee at the request of the Association as part of his regularly assigned
duties may be indemnified by the Association in accordance with the provisions
of this paragraph against all liability (including, without limitation,
judgments, fines, penalties and settlements) and all reasonable expenses
(including, without limitation, attorneys' fees and investigative expenses) that
may be incurred or paid by him in connection with any claim, action, suit or
proceeding, whether civil, criminal or administrative (all referred to hereafter
in this paragraphs as "Claims") or in connection with any appeal relating
thereto in which he may become involved as a party or otherwise or with which he
may be threatened by reason of his being or having been a Director, officer or
employee of the Association or such other corporation, or by reason of any
action taken or omitted by him in his capacity as such Director, officer or
employee, whether or not he continues to be such at the time such liability or
expenses are incurred, provided that nothing contained in this paragraph shall
be construed to permit indemnification of any such person who is adjudged guilty
of, or liable for, willful misconduct, gross neglect of duty or criminal acts,
unless, at the time such indemnification is sought, such indemnification in such
instance is permissible under applicable law and regulations, including
published rulings of the Comptroller of the Currency or other appropriate
supervisory or regulatory authority, and provided further that there shall be no
indemnification of directors, officers, or employees against expenses,
penalties, or other payments incurred in an administrative proceeding or action
instituted by an appropriate regulatory agency which proceeding or action
results in a final order assessing civil money penalties or requiring
affirmative action by an individual or individuals in the form of payments to
the Association. Every person who may be indemnified under the provisions of
this paragraph and who has been wholly successful on the merits with respect to
any Claim shall be entitled to indemnification as of right. Except as provided
in the preceding sentence, any indemnification under this paragraph shall be at
the sole discretion of the Board of Directors and shall be made only if the
Board of Directors or the Executive Committee acting by a quorum consisting of
<PAGE>
Directors who are not parties to such Claim shall find or if independent legal
counsel (who may be the regular counsel of the Association) selected by the
Board of Directors or Executive Committee whether or not a disinterested quorum
exists shall render their opinion that in view of all of the circumstances then
surrounding the Claim, such indemnification is equitable and in the best
interests of the Association. Among the circumstances to be taken into
consideration in arriving at such a finding or opinion is the existence or non-
existence of a contract of insurance or indemnity under which the Association
would be wholly or partially reimbursed for such indemnification, but the
existence or non-existence of such insurance is not the sole circumstance to be
considered nor shall it be wholly determinative of whether such indemnification
shall be made. In addition to such finding or opinion, no indemnification under
this paragraph shall be made unless the Board of Directors or the Executive
Committee acting by a quorum consisting of Directors who are not parties to such
Claim shall find or if independent legal counsel (who may be the regular counsel
of the Association) selected by the Board of Directors or Executive Committee
whether or not a disinterested quorum exists shall render their opinion that the
Director, officer or employee acted in good faith in what he reasonably believed
to be the best interests of the Association or such other corporation and
further in the case of any criminal action or proceeding, that the Director,
officer or employee reasonably believed his conduct to be lawful. Determination
of any Claim by judgment adverse to a Director, officer or employee by
settlement with or without Court approval or conviction upon a plea of guilty or
of nolo contendere or its equivalent shall not create a presumption that a
---------------
Director, officer or employee failed to meet the standards of conduct set forth
in this paragraph. Expenses incurred with respect to any Claim may be advanced
by the Association prior to the final disposition thereof upon receipt of an
undertaking satisfactory to the Association by or on behalf of the recipient to
repay such amount unless it is ultimately determined that he is entitled to
indemnification under this paragraph. The rights of indemnification provided in
this paragraph shall be in addition to any rights to which any Director, officer
or employee may otherwise be entitled by contract or as a matter of law.
<PAGE>
Every person who shall act as a Director, officer or employee of this
Association shall be conclusively presumed to be doing so in reliance upon the
right of indemnification provided for in this paragraph.
ELEVENTH. These Articles of Association may be amended at any regular or
--------
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.
Articles of Association of Bank One, National Association effective with the
consolidation of banks in Ohio.
<PAGE>
EXHIBIT 2,3
[LOGO APPEARS HERE]
- -------------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks
- -------------------------------------------------------------------------------
Washington, D.C. 20219
CERTIFICATE
I, John D, Hawke, Jr., Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.
2. "Bank One, National Association," Columbus, Ohio, (Charter No. 7621) is a
National Banking Association formed under the laws of the United States and is
authorized thereunder to transact the business of banking and exercise Fiduciary
Powers on the date of this Certificate.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name
and caused my seal of office to be affixed to these
presents at the Treasury Department in the City of
Washington and District of Columbia, this 12th day of
April, 1999.
/s/ John D. Rawle, Jr.
--------------------------
Comptroller of the Currency
[SEAL APPEARS HERE]
<PAGE>
Exhibit 4
BY-LAWS
-------
OF
--
BANK ONE, NATIONAL ASSOCIATION
------------------------------
ARTICLE I
---------
MEETING OF SHAREHOLDERS
-----------------------
SECTION 1.01. ANNUAL MEETING. The regular annual meeting of the Shareholders
- -----------------------------
of the Bank for the election of Directors and for the transaction of such
business as may properly come before the meeting shall be held at its main
banking house, or other convenient place duly authorized by the Board of
Directors, on the third Monday of January of each year, or on the next
succeeding banking day, if the day fixed falls on a legal holiday. If from any
cause, an election of directors is not made on the day fixed for the regular
meeting of shareholders or, in the event of a legal holiday, on the next
succeeding banking day, the Board of Directors shall order the election to be
held on some subsequent day, as soon thereafter as practicable, according to the
provisions of law; and notice thereof shall be given in the manner herein
provided for the annual meeting. Notice of such annual meeting shall be given by
or under the direction of the Secretary or such other officer as may be
designated by the Chief Executive Officer by first-class mail, postage prepaid,
to all shareholders of record of the Bank at their respective addresses as shown
upon the books of the Bank mailed not less than ten days prior to the date fixed
for such meeting.
SECTION 1.02. SPECIAL MEETINGS. A special meeting of the shareholders of this
- -------------------------------
Bank may be called at any time by the Board of Directors or by any three or more
shareholders owning, in the aggregate, not less than ten percent of the stock of
this Bank. The notice of any special meeting of the shareholders called by the
Board of Directors, stating the time, place and purpose of the meeting, shall be
given by or under the direction of the Secretary, or such other officer as is
designated by the Chief Executive Officer, by first-class mail, postage prepaid,
to all shareholders of
<PAGE>
record of the Bank at their respective addresses as shown upon the books of the
Bank, mailed not less than ten days prior to the date fixed for such meeting.
Any special meeting of shareholders shall be conducted and its proceedings
recorded in the manner prescribed in these Bylaws for annual meetings of
shareholders.
SECTION 1.03. SECRETARY OF SHAREHOLDERS' MEETING. The Board of Directors may
- -------------------------------------------------
designate a person to be the Secretary of the meetings of shareholders. In the
absence of a presiding officer, as designated in these Bylaws, the Board of
Directors may designate a person to act as the presiding officer. In the event
the Board of Directors fails to designate a person to preside at a meeting of
shareholders and a Secretary of such meeting, the shareholders present or
represented shall elect a person to preside and a person to serve as Secretary
of the meeting.
The Secretary of the meetings of shareholders shall cause the returns made
by the judges and election and other proceedings to be recorded in the minute
book of the Bank. The presiding officer shall notify the directors-elect of
their election and to meet forthwith for the organization of the new board.
The minutes of the meeting shall be signed by the presiding officer and the
Secretary designated for the meeting.
SECTION 1.04. JUDGES OF ELECTION. The Board of Directors may appoint as many
- --------------------------------
as three shareholders to be judges of the election, who shall hold and conduct
the same, and who shall, after the election has been held, notify, in writing
over their signatures, the secretary of the shareholders' meeting of the result
thereof and the names of the Directors elected; provided, however, that upon
failure for any reason of any judge or judges of election, so appointed by the
directors, to serve, the presiding officer of the meeting shall appoint other
shareholders or their proxies to fill the vacancies. The judges of election at
the request of the chairman of the meeting, shall act as tellers of any other
vote by ballot taken at such meeting, and shall notify, in writing over their
signatures, the secretary of the Board of Directors of the result thereof.
<PAGE>
SECTION 1.05. PROXIES. In all elections of Directors, each shareholder of
- ---------------------
record, who is qualified to vote under the provisions of Federal Law, shall have
the right to vote the number of shares of record in his name for as many persons
as there are Directors to be elected, or to cumulate such shares as provided by
Federal Law. In deciding all other questions at meetings of shareholders, each
shareholder shall be entitled to one vote on each share of stock of record in
his name. Shareholders may vote by proxy duly authorized in writing. All proxies
used at the annual meeting shall be secured for that meeting only, or any
adjournment thereof, and shall be dated, and if not dated by the shareholder,
shall be dated as of the date of receipt thereof. No officer or employee of this
Bank may act as proxy.
SECTION 1.06. QUORUM. Holders of record of a majority of the shares of the
- --------------------
capital stock of the Bank, eligible to be voted, present either in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of shareholders, but shareholders present at any meeting and constituting less
than a quorum may, without further notice, adjourn the meeting from time to time
until a quorum is obtained. A majority of the votes cast shall decide every
question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.
<PAGE>
ARTICLE II
----------
DIRECTORS
---------
SECTION 2.01. MANAGEMENT OF THE BANK. The business of the Bank shall be
- ------------------------------------
managed by the Board of Directors. Each director of the Bank shall be the
beneficial owner of a substantial number of shares of BANC ONE CORPORATION and
shall be employed either in the position of Chief Executive Officer or active
leadership within his or her business, professional or community interest which
shall be located within the geographic area in which the Bank operates, or as an
executive officer of the Bank. A director shall not be eligible for nomination
and re-election as a director of the Bank if such person's executive or
leadership position within his or her business, professional or community
interests which qualifies such person as a director of Bank terminates. The age
of 70 is the mandatory retirement age as a director of the Bank. When a person's
eligibility as director of the Bank terminates, whether because of change in
share ownership, position, residency or age, within 30 days after such
termination, such person shall submit his resignation as a director to be
effective at the pleasure of the Board provided, however, that in no event shall
such person be nominated or elected as a director. Provided, however, following
a person's retirement or resignation as a director because of the age
limitations herein set forth with respect to election or re-election as a
director, such person may, in special or unusual circumstances, and at the
discretion of the Board, be elected by the directors as a Director Emeritus of
the Bank for a limited period of time. A Director Emeritus shall have the right
to participate in board meetings but shall be without the power to vote and
shall be subject to re-election by the Board at its organizational meeting
following the Bank's annual meeting of shareholders.
SECTION 2.02. QUALIFICATIONS. Each director shall have the qualification
- ----------------------------
prescribed by law. No person elected a director may exercise any of the powers
of his office until he has taken the oath of such office.
<PAGE>
SECTION 2.03. TERM OF OFFICE/VACANCIES. A director shall hold office until the
- ---------------------------------------
annual meeting for the year in which his term expires and until his successor
shall be elected and shall qualify, subject, however, to his prior death,
resignation, or removal from office. Whenever any vacancy shall occur among the
directors, the remaining directors shall constitute the directors of the Bank
until such vacancy is filled by the remaining directors, and any director so
appointed shall hold office for the unexpired term of his or her successor.
Notwithstanding the foregoing, each director shall hold office and serve at the
pleasure of the Board.
SECTION 2.04. ORGANIZATION MEETING. The directors elected by the share-
- -----------------------------------
holders shall meet for organization of the new board at the time fixed by the
presiding officer of the annual meeting. If at the time fixed for such meeting
there is no quorum present, the Directors in attendance may adjourn from time to
time until a quorum is obtained. A majority of the number of Directors elected
by the shareholders shall constitute a quorum for the transaction of business.
SECTION 2.05. REGULAR MEETINGS. The regular meetings of the Board of Directors
- -------------------------------
shall be held on the third Monday of January, April, July and October, which
meetings will be held at 3:30 p.m. When any regular meeting of the Board falls
on a holiday, the meeting shall be held on such other day as the Board may
previously designate or should the Board fail to so designate, on such day as
the Chairman of the Board or President may fix. Whenever a quorum is not
present, the directors in attendance shall adjourn the meeting to a time not
later than the date fixed by the Bylaws for the next succeeding regular meeting
of the Board.
SECTION 2.06. SPECIAL MEETINGS. Special meetings of the Board of Directors
- -------------------------------
shall be held at the call of the Chairman of the Board or President, or at the
request of two or more Directors. Any special meeting may be held at such place
in Franklin County, Ohio, and at such time as may be fixed in the call. Written
or oral notice shall be given to each Director not later than the day next
preceding the day on which special meeting is to be held, which notice may be
waived in writing.
<PAGE>
The presence of a Director at any meeting of the Board shall be deemed a waiver
of notice thereof by him. Whenever a quorum is not present the Directors in
attendance shall adjourn the special meeting from day to day until a quorum is
obtained.
SECTION 2.07. QUORUM. A majority of the Directors shall constitute a quorum at
- ---------------------
any meeting, except when otherwise provided by law; but a lesser number may
adjourn any meeting, from time-to-time, and the meeting may be held, as
adjourned, without further notice. When, however, less than a quorum as herein
defined, but at least one-third and not less than two of the authorized number
of Directors are present at a meeting of the Directors, business of the Bank may
be transacted and matters before the Board approved or disapproved by the
unanimous vote of the Directors present.
SECTION 2.08. COMPENSATION. Each member of the Board of Directors shall
- ---------------------------
receive such fees for, and transportation expenses incident to, attendance at
Board and Board Committee Meetings and such fees for service as a Director
irrespective of meeting attendance as from time to time are fixed by resolution
of the Board; provided, however, that payment hereunder shall not be made to a
Director for meetings attended and/or Board service which are not for the Bank's
sole benefit and which are concurrent and duplicative with meetings attended or
board service for an affiliate of the Bank for which the Director receives
payment; and provided further, that payment hereunder shall not be made in the
case of any Director in the regular employment of the Bank or of one of its
affiliates.
SECTION 2.09. EXECUTIVE COMMITTEE. There shall be a standing committee of the
- ----------------------------------
Board of Directors known as the Executive Committee which shall possess and
exercise, when the Board is not in session, all powers of the Board that may
lawfully be delegated. The Executive Committee shall also exercise the powers
of the Board of Directors in accordance with the Provisions of the "Employees
Retirement Plan" and the "Agreement and Declaration of Trust" as the same now
exist or may be amended hereafter. The Executive Committee shall consist of not
fewer than four board members, including the Chairman of the Board and President
of the
<PAGE>
Bank, one of whom, as hereinafter required by these Bylaws, shall be the Chief
Executive Officer. The other members of the Committee shall be appointed by the
Chairman of the Board or by the President, with the approval of the Board and
shall continue as members of the Executive Committee until their successors are
appointed, provided, however, that any member of the Executive Committee may be
removed by the Board upon a majority vote thereof at any regular or special
meeting of the Board. The Chairman or President shall fill any vacancy in the
Committee by the appointment of another Director, subject to the approval of the
Board of Directors. The regular meetings of the Executive Committee shall be
held on a regular basis as scheduled by the Board of Directors. Special meetings
of the Executive Committee shall be held at the call of the Chairman or
President or any two members thereof at such time or times as may be designated.
In the event of the absence of any member or members of the Committee, the
presiding member may appoint a member or members of the Board to fill the place
or places of such absent member or members to serve during such absence. Not
fewer than three members of the Committee must be present at any meeting of the
Executive Committee to constitute a quorum, provided, however that with regard
to any matters on which the Executive Committee shall vote, a majority of the
Committee members present at the meeting at which a vote is to be taken shall
not be officers of the Bank and, provided further, that if, at any meeting at
which the Chairman of the Board and President are both present, Committee
members who are not officers are not in the majority, then the Chairman of the
Board or President, which ever of such officers is not also the Chief Executive
Officer, shall not be eligible to vote at such meeting and shall not be
recognized for purposes of determining if a quorum is present at such meeting.
When neither the Chairman of the Board nor President are present, the Committee
shall appoint a presiding officer. The Executive Committee shall keep a record
of its proceedings and report its proceedings and the action taken by it to the
Board of Directors.
SECTION 2.10 COMMUNITY REINVESTMENT ACT AND COMPLIANCE POLICY COMMITTEE. There
- ------------------------------------------------------------------------
shall be a standing committee of the Board of Directors known as the Community
Reinvestment Act and Compliance Policy Committee the duties of which shall be,
at least once in each calendar year, to review, develop and recommend
<PAGE>
policies and programs related to the Bank's Community Reinvestment Act
Compliance and regulatory compliance with all existing statutes, rules and
regulations affecting the Bank under state and federal law. Such Committee shall
provide and promptly make a full report of such review of current Bank policies
with regard to Community Reinvestment Act and regulatory compliance in writing
to the Board, with recommendations, if any, which may be necessary to correct
any unsatisfactory conditions. Such Committee may, in its discretion, in
fulfilling its duties, utilize the Community Reinvestment Act officers of the
Bank, Banc One Ohio Corporation and Banc One Corporation and may engage outside
Community Reinvestment Act experts, as approved by the Board, to review, develop
and recommend policies and programs as herein required. The Community
Reinvestment Act and regulatory compliance policies and procedures established
and the recommendations made shall be consistent with, and shall supplement, the
Community Reinvestment Act and regulatory compliance programs, policies and
procedures of Banc One Corporation and Banc One Ohio Corporation. The Community
Reinvestment Act and Compliance Policy Committee shall consist of not fewer than
four board members, one of whom shall be the Chief Executive Officer and a
majority of whom are not officers of the Bank. Not fewer than three members of
the Committee, a majority of whom are not officers of the Bank, must be present
to constitute a quorum. The Chairman of the Board or President of the Bank,
whichever is not the Chief Executive Officer, shall be an ex officio member of
the Community Reinvestment Act and Compliance Policy Committee. The Community
Reinvestment Act and Compliance Policy Committee, whose chairman shall be
appointed by the Board, shall keep a record of its proceedings and report its
proceedings and the action taken by it to the Board of Directors.
SECTION 2.11. TRUST COMMITTEES. There shall be two standing Committees known
- -------------------------------
as the Trust Management Committee and the Trust Examination Committee appointed
as hereinafter provided.
SECTION 2.12. OTHER COMMITTEES. The Board of Directors may appoint such
- -------------------------------
special committees from time to time as are in its judgment necessary in the
interest of the Bank.
<PAGE>
ARTICLE III
-----------
OFFICERS, MANAGEMENT STAFF AND EMPLOYEES
----------------------------------------
SECTION 3.01. OFFICERS AND MANAGEMENT STAFF.
- --------------------------------------------
(a) The officers of the Bank shall include a President, Secretary and
Security Officer and may include a Chairman of the Board, one or more
Vice Chairmen, one or more Vice Presidents (which may include one or
more Executive Vice Presidents and/or Senior Vice Presidents) and one
or more Assistant Secretaries, all of whom shall be elected by the
Board. All other officers may be elected by the Board or appointed in
writing by the Chief Executive Officer. The salaries of all officers
elected by the Board shall be fixed by the Board. The Board from time-
to-time shall designate the President or Chairman of the Board to
serve as the Bank's Chief Executive Officer.
(b) The Chairman of the Board, if any, and the President shall be elected
by the Board from their own number. The President and Chairman of the
Board shall be re-elected by the Board annually at the organizational
meeting of the Board of Directors following the Annual Meeting of
Shareholders. Such officers as the Board shall elect from their own
number shall hold office from the date of their election as officers
until the organization meeting of the Board of Directors following the
next Annual Meeting of Shareholders, provided, however, that such
officers may be relieved of their duties at any time by action of the
Board in which event all the powers incident to their office shall
immediately terminate.
(c) Except as provided in the case of the elected officers who are members
of the Board, all officers, whether elected or appointed, shall hold
office at the pleasure of the Board. Except as otherwise limited by
law or these Bylaws, the Board assigns to Chief Executive Officer
and/or his
<PAGE>
designees the authority to appoint and dismiss any elected or
appointed officer or other member of the Bank's management staff and
other employees of the Bank, as the person in charge of and
responsible for any branch office, department, section, operation,
function, assignment or duty in the Bank.
(d) The management staff of the Bank shall include officers elected by the
Board, officers appointed by the Chief Executive Officer, and such
other persons in the employment of the Bank who, pursuant to written
appointment and authorization by a duly authorized officer of the
Bank, perform management functions and have management
responsibilities. Any two or more offices may be held by the same
person except that no person shall hold the office of Chairman of the
Board and/or President and at the same time also hold the office of
Secretary.
(e) The Chief Executive Officer of the Bank and any other officer of the
Bank, to the extent that such officer is authorized in writing by the
Chief Executive Officer, may appoint persons other than officers who
are in the employment of the Bank to serve in management positions and
in connection therewith, the appointing officer may assign such title,
salary, responsibilities and functions as are deemed appropriate by
him, provided, however, that nothing contained herein shall be
construed as placing any limitation on the authority of the Chief
Executive Officer as provided in this and other sections of these
Bylaws.
SECTION 3.02. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the Bank
- --------------------------------------
shall have general and active management of the business of the Bank and shall
see that all orders and resolutions of the Board of Directors are carried into
effect. Except as otherwise prescribed or limited by these Bylaws, the Chief
Executive Officer shall have full right, authority and power to control all
personnel, including elected and appointed officers, of the Bank, to employ or
direct the
<PAGE>
employment of such personnel and officers as he may deem necessary, including
the fixing of salaries and the dismissal of them at pleasure, and to define and
prescribe the duties and responsibility of all Officers of the Bank, subject to
such further limitations and directions as he may from time-to-time deem proper.
The Chief Executive Officer shall perform all duties incident to his office and
such other and further duties, as may, from time-to-time, be required of him by
the Board of Directors or the shareholders. The specification of authority in
these Bylaws wherever and to whomever granted shall not be construed to limit in
any manner the general powers of delegation granted to the Chief Executive
Officer in conducting the business of the Bank. The Chief Executive Officer or,
in his absence, the Chairman of the Board or President of the Bank, as
designated by the Chief Executive Officer, shall preside at all meetings of
shareholders and meetings of the Board. In the absence of the Chief Executive
Officer, such officer as is designated by the Chief Executive Officer shall be
vested with all the powers and perform all the duties of the Chief Executive
Officer as defined by these Bylaws. When designating an officer to serve in his
absence, the Chief Executive Officer shall select an officer who is a member of
the Board of Directors whenever such officer is available.
SECTION 3.03. POWERS OF OFFICERS AND MANAGEMENT STAFF. The Chief Executive
- ------------------------------------------------------
Officer, the Chairman of the Board, the President, and those officers so
designated and authorized by the Chief Executive Officer are authorized for an
on behalf of the Bank, and to the extent permitted by law, to make loans and
discounts; to purchase or acquire drafts, notes, stock, bonds, and other
securities for investment of funds held by the Bank; to execute and purchase
acceptances; to appoint, empower and direct all necessary agents and attorneys;
to sign and give any notice required to be given; to demand payment and/or to
declare due for any default any debt or obligation due or payable to the Bank
upon demand or authorized to be declared due; to foreclose any mortgages, to
exercise any option, privilege or election to forfeit, terminate, extend or
renew any lease; to authorize and direct any proceedings for the collection of
any money or for the enforcement of any right or obligation; to adjust, settle
and compromise all claims of every kind and description in favor of or against
the Bank, and to give receipts, releases and discharges therefor; to borrow
money and in connection therewith to make, execute and deliver
<PAGE>
notes, bonds or other evidences of indebtedness; to pledge or hypothecate any
securities or any stocks, bonds, notes or any property real or personal held or
owned by the Bank, or to rediscount any notes or other obligations held or owned
by the Bank, to employ or direct the employment of all personnel, including
elected and appointed officers, and the dismissal of them at pleasure, and in
furtherance of and in addition to the powers herein above set forth to do all
such acts and to take all such proceedings as in his judgment are necessary and
incidental to the operation of the Bank.
Other persons in the employment of the Bank, including but not limited to
officers and other members of the management staff, may be authorized by the
Chief Executive Officer, or by an officer so designated and authorized by the
Chief Executive Officer, to perform the powers set forth above, subject,
however, to such limitations and conditions as are set forth in the
authorization given to such persons.
SECTION 3.04. SECRETARY. The Secretary or such other officers as may be
- ------------------------
designated by the Chief Executive Officer shall have supervision and control of
the records of the Bank and, subject to the direction of the Chief Executive
Officer, shall undertake other duties and functions usually performed by a
corporate secretary. Other officers may be designated by the Chief Executive
Officer or the Board of Directors as Assistant Secretary to perform the duties
of the Secretary.
SECTION 3.05. EXECUTION OF DOCUMENTS. The Chief Executive Officer, Chairman of
- -------------------------------------
the Board, President, any officer being a member of the Bank's management staff
who is also a person in charge of and responsible for any department within the
Bank and any other officer to the extent such officer is so designated and
authorized by the Chief Executive Officer, the Chairman of the Board, the
President, or any other officer who is a member of the Bank's management staff
who is in charge of and responsible for any department within the Bank, are
hereby authorized on behalf of the Bank to sell, assign, lease, mortgage,
transfer, deliver and convey any real or personal property now or hereafter
owned by or standing in the name of the Bank or its nominee, or held by this
Bank as collateral security, and to execute and deliver such deeds, contracts,
leases, assignments, bills of sale, transfers or other
<PAGE>
papers or documents as may be appropriate in the circumstances; to execute any
loan agreement, security agreement, commitment letters and financing statements
and other documents on behalf of the Bank as a lender; to execute purchase
orders, documents and agreements entered into by the Bank in the ordinary course
of business, relating to purchase, sale, exchange or lease of services, tangible
personal property, materials and equipment for the use of the Bank; to execute
powers of attorney to perform specific or general functions in the name of or on
behalf of the Bank; to execute promissory notes or other instruments evidencing
debt of the Bank; to execute instruments pledging or releasing securities for
public funds, documents submitting public fund bids on behalf of the Bank and
public fund contracts; to purchase and acquire any real or personal property
including loan portfolios and to execute and deliver such agreements, contracts
or other papers or documents as may be appropriate in the circumstances; to
execute any indemnity and fidelity bonds, proxies or other papers or documents
of like or different character necessary, desirable or incidental to the conduct
of its banking business; to execute and deliver settlement agreements or other
papers or documents as may be appropriate in connection with a dismissal
authorized by Section 3.01(c) of these Bylaws; to execute agreements,
instruments, documents, contracts or other papers of like or difference
character necessary, desirable or incidental to the conduct of its banking
business; and to execute and deliver partial releases from and discharges or
assignments of mortgages, financing statements and assignments or surrender of
insurance policies, now or hereafter held by this Bank.
The Chief Executive Officer, Chairman of the Board, President, any officer
being a member of the Bank's management staff who is also a person in charge of
and responsible for any department within the Bank, and any other officer of the
Bank so designated and authorized by the Chief Executive Officer, Chairman of
the Board, President or any officer who is a member of the Bank's management
staff who is in charge of and responsible for any department within the Bank are
authorized for and on behalf of the Bank to sign and issue checks, drafts, and
certificates of deposit; to sign and endorse bills of exchange, to sign and
countersign foreign and domestic letters of credit, to receive and receipt for
payments of principal, interest, dividends, rents, fees and payments of every
kind and description paid to the Bank, to sign receipts for property acquired by
or entrusted to the Bank, to guarantee the genuineness of signatures on
assignments of stocks, bonds or other securities, to sign certifications of
<PAGE>
checks, to endorse and deliver checks, drafts, warrants, bills, notes,
certificates of deposit and acceptances in all business transactions of the
Bank.
Other persons in the employment of the Bank and of its subsidiaries,
including but not limited to officers and other members of the management staff,
may be authorized by the Chief Executive Officer, Chairman of the Board,
President or by an officer so designated by the Chief Executive Officer,
Chairman of the Board, or President to perform the acts and to execute the
documents set forth above, subject, however, to such limitations and conditions
as are contained in the authorization given to such person.
SECTION 3.06. PERFORMANCE BOND. All officers and employees of the Bank shall
- -------------------------------
be bonded for the honest and faithful performance of their duties for such
amount as may be prescribed by the Board of Directors.
<PAGE>
ARTICLE IV
----------
TRUST DEPARTMENT
----------------
SECTION 4.01. TRUST DEPARTMENT. Pursuant to the fiduciary powers granted to
- -------------------------------
this Bank under the provisions of Federal Law and Regulations of the Comptroller
of the Currency, there shall be maintained a separate Trust Department of the
Bank, which shall be operated in the manner specified herein.
SECTION 4.02. TRUST MANAGEMENT COMMITTEE. There shall be a standing Committee
- -----------------------------------------
known as the Trust Management Committee, consisting of at least five members, a
majority of whom shall not be officers of the Bank. The Committee shall consist
of the Chairman of the Board who shall be Chairman of the Committee, the
President, and at least three other Directors appointed by the Board of
Directors and who shall continue as members of the Committee until their
successors are appointed. Any vacancy in the Trust Management Committee may be
filled by the Board at any regular or special meeting. In the event of the
absence of any member or members, such Committee may, in its discretion, appoint
members of the Board to fill the place of such absent members to serve during
such absence. Three members of the Committee shall constitute a quorum. Any
member of the Committee may be removed by the Board by a majority vote at any
regular or special meeting of the Board. The Committee shall meet at such times
as it may determine or at the call of the Chairman, or President or any two
members thereof.
The Trust Management Committee, under the general direction of the Board of
Directors, shall supervise the policy of the Trust Department which shall be
formulated and executed in accordance with Law, Regulations of the Comptroller
of the Currency, and sound fiduciary principles.
<PAGE>
SECTION 4.03. TRUST EXAMINATION COMMITTEE. There shall be a standing
- ------------------------------------------
Committee known as the Trust Examination Committee, consisting of three
directors appointed by the Board of Directors and who shall continue as members
of the committee until their successors are appointed. Such members shall not be
active officers of the Bank. Two members of the Committee shall constitute a
quorum. Any member of the Committee may be removed by the Board by a majority
vote at any regular or special meeting of the Board. The Committee shall meet at
such times as it may determine or at the call of two members thereof.
This Committee shall, at least once during each calendar year and within
fifteen months of the last such audit, or at such other time(s) as may be
required by Regulations of the Comptroller of the Currency, make suitable audits
of the Trust Department or cause suitable audits to be made by auditors
responsible only to the Board of Directors, and at such time shall ascertain
whether the Department has been administered in accordance with Law, Regulations
of the Comptroller of the Currency and sound fiduciary principles.
The Committee shall promptly make a full report of such audits in writing
to the Board of Directors of the Bank, together with a recommendation as to what
action, if any, may be necessary to correct any unsatisfactory condition. A
report of the audits together with the action taken thereon shall be noted in
the Minutes of the Board of Directors and such report shall be a part of the
records of this Bank.
SECTION 4.04. MANAGEMENT. The Trust Department shall be under the management
- -------------------------
and supervision of an officer of the Bank or of the trust affiliate of the Bank
designated by and subject to the advice and direction of the Chief Executive
Officer. Such officer having supervisory responsibility over the Trust
Department shall do or cause to be done all things necessary or proper in
carrying on the business of the Trust Department in accordance with provisions
of law and applicable regulations.
<PAGE>
SECTION 4.05. HOLDING OF PROPERTY. Property held by the Trust Department may
- ----------------------------------
be carried in the name of the Bank in its fiduciary capacity, in the name of
Bank, or in the name of a nominee or nominees.
SECTION 4.06. TRUST INVESTMENTS. Funds held by the Bank in a fiduciary
- --------------------------------
capacity awaiting investment or distribution shall not be held uninvested or
undistributed any longer than is reasonable for the proper management of the
account and shall be invested in accordance with the instrument establishing a
fiduciary relationship and local law. Where such instrument does not specify the
character or class of investments to be made and does not vest in the Bank any
discretion in the matter, funds held pursuant to such instrument shall be
invested in any investment which corporate fiduciaries may invest under local
law.
The investments of each account in the Trust Department shall be kept
separate from the assets of the Bank, and shall be placed in the joint custody
or control of not less than two of the officers or employees of the Bank or of
the trust affiliate of the Bank designated for the purpose by the Trust
Management Committee.
SECTION 4.07. EXECUTION OF DOCUMENTS. The Chief Executive Officer, Chairman of
- -------------------------------------
the Board, President, any officer of the Trust Department, and such other
officers of the trust affiliate of the Bank as are specifically designated and
authorized by the Chief Executive Officer, the President, or the officer in
charge of the Trust Department, are hereby authorized, on behalf of this Bank,
to sell, assign, lease, mortgage, transfer, deliver and convey any real property
or personal property and to purchase and acquire any real or personal property
and to execute and deliver such agreements, contracts, or other papers and
documents as may be appropriate in the circumstances for property now or
hereafter owned by or standing in the name of this Bank, or its nominee, in any
fiduciary capacity, or in the name of any principal for whom this Bank may now
or hereafter be acting under a power of attorney, or as agent and to execute and
deliver partial releases from any discharges or assignments or mortgages and
assignments or surrender of insurance policies, to execute and deliver deeds,
contracts, leases, assignments, bills of
<PAGE>
sale, transfers or such other papers or documents as may be appropriate in the
circumstances for property now or hereafter held by this Bank in any fiduciary
capacity or owned by any principal for whom this Bank may now or hereafter be
acting under a power of attorney or as agent; to execute and deliver settlement
agreements or other papers or documents as may be appropriate in connection with
a dismissal authorized by Section 3.01(c) of these Bylaws; provided that the
signature of any such person shall be attested in each case by any officer of
the Trust Department or by any other person who is specifically authorized by
the Chief Executive Officer, the President or the officer in charge of the Trust
Department.
The Chief Executive Officer, Chairman of the Board, President, any officer
of the Trust Department and such other officers of the trust affiliate of the
Bank as are specifically designated and authorized by the Chief Executive
Officer, the President, or the officer in charge of the Trust Department, or any
other person or corporation as is specifically authorized by the Chief Executive
Officer, the President or the officer in charge of the Trust Department, are
hereby authorized on behalf of this Bank, to sign any and all pleadings and
papers in probate and other court proceedings, to execute any indemnity and
fidelity bonds, trust agreements, proxies or other papers or documents of like
or different character necessary, desirable or incidental to the appointment of
the Bank in any fiduciary capacity and the conduct of its business in any
fiduciary capacity; also to foreclose any mortgage, to execute and deliver
receipts for payments of principal, interest, dividends, rents, fees and
payments of every kind and description paid to the Bank; to sign receipts for
property acquired or entrusted to the Bank; also to sign stock or bond
certificates on behalf of this Bank in any fiduciary capacity and on behalf of
this Bank as transfer agent or registrar; to guarantee the genuineness of
signatures on assignments of stocks, bonds or other securities, and to
authenticate bonds, debentures, land or lease trust certificates or other forms
of security issued pursuant to any indenture under which this Bank now or
hereafter is acting as Trustee. Any such person, as well as such other persons
as are specifically authorized by the Chief Executive Officer or the officer in
charge of the Trust Department, may sign checks, drafts and orders for the
payment of money executed by the Trust Department in the course of its business.
<PAGE>
SECTION 4.08. VOTING OF STOCK. The Chairman of the Board, President, any
- ------------------------------
officer of the Trust Department, any officer of the trust affiliate of the Bank
and such other persons as may be specifically authorized by Resolution of the
Trust Management Committee or the Board of Directors, may vote shares of stock
of a corporation of record on the books of the issuing company in the name of
the Bank or in the name of the Bank as fiduciary, or may grant proxies for the
voting of such stock of the granting if same is permitted by the instrument
under which the Bank is acting in a fiduciary capacity, or by the law applicable
to such fiduciary account. In the case of shares of stock which are held by a
nominee of the Bank, such shares may be voted by such person(s) authorized by
such nominee.
<PAGE>
ARTICLE V
---------
STOCKS AND STOCK CERTIFICATES
-----------------------------
SECTION 5.01. STOCK CERTIFICATES. The shares of stock of the Bank shall be
- ---------------------------------
evidenced by certificates which shall bear the signature of the Chairman of the
Board, the President, or a Vice President (which signature may be engraved,
printed or impressed), and shall be signed manually by the Secretary, or any
other officer appointed by the Chief Executive Officer for that purpose.
In case any such officer who has signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such before such
certificate is issued, it may be issued by the Bank with the same effect as if
such officer had not ceased to be such at the time of its issue. Each such
certificate shall bear the corporate seal of the Bank, shall recite on its fact
that the stock represented thereby is transferable only upon the books of the
Bank properly endorsed and shall recite such other information as is required by
law and deemed appropriate by the Board. The corporate seal may be facsimile
engraved or printed.
SECTION 5.02. STOCK ISSUE AND TRANSFER. The shares of stock of the Bank shall
- ---------------------------------------
be transferable only upon the stock transfer books of the Bank and except as
hereinafter provided, no transfer shall be made or new certificates issued
except upon the surrender for cancellation of the certificate or certificates
previously issued therefor. In the case of the loss, theft, or destruction of
any certificate, a new certificate may be issued in place of such certificate
upon the furnishing of any affidavit setting forth the circumstances of such
loss, theft, or destruction and indemnity satisfactory to the Chairman of the
Board, the President, or a Vice President. The Board of Directors, or the Chief
Executive Officer, may authorize the issuance of a new certificate therefor
without the furnishing of indemnity. Stock Transfer Books, in which all
transfers of stock shall be recorded, shall be provided.
<PAGE>
The stock transfer books may be closed for a reasonable period and under
such conditions as the Board of Directors may at any time determine for any
meeting of shareholders, the payment of dividends or any other lawful purpose.
In lieu of closing the transfer books, the Board may, in its discretion, fix a
record date and hour constituting a reasonable period prior to the day
designated for the holding of any meeting of the shareholders or the day
appointed for the payment of any dividend or for any other purpose at the time
as of which shareholders entitled to notice of and to vote at any such meeting
or to receive such dividend or to be treated as shareholders for such other
purpose shall be determined, and only shareholders of record at such time shall
be entitled to notice of or to vote at such meeting or to receive such dividends
or to be treated as shareholders for such other purpose.
<PAGE>
ARTICLE VI
----------
MISCELLANEOUS PROVISIONS
------------------------
SECTION 6.01. SEAL. The impression made below is an impression of the seal
- -------------------
adopted by the Board of Directors of Bank One, National Association. The Seal
may be affixed by any officer of the Bank to any document executed by an
authorized officer on behalf of the Bank, and any officer may certify any act,
proceedings, record, instrument or authority of the Bank.
SECTION 6.02. BANKING HOURS. Subject to ratification by the Executive
- ----------------------------
Committee, the Bank and each of its Branches shall be open for business on such
days and during such hours as the Chief Executive Officer of the Bank shall,
from time to time, prescribe.
SECTION 6.03. MINUTE BOOK. The organization papers of this Bank, the Articles
- --------------------------
of Association, the returns of the judges of elections, the Bylaws and any
amendments thereto, the proceedings of all regular and special meetings of the
shareholders and of the Board of Directors, and reports of the committees of the
Board of Directors shall be recorded in the minute book of the Bank. The minutes
of each such meeting shall be signed by the presiding officer and attested by
the secretary of the meetings.
SECTION 6.04. AMENDMENT OF BY-LAWS. These Bylaws may be amended by vote of a
- -----------------------------------
majority of the Directors.
Bylaws of Bank One, National Association effective with merger of Ohio Banks.
<PAGE>
EXHIBIT 6
Securities and Exchange Commission
Washington, D.C. 20549
CONSENT
-------
The undersigned, designated to act as Trustee under the Indentures for Sprint
Capital Corporation and Sprint Corporation described in the attached Statement
of Eligibility and Qualification, does hereby consent that reports of
examinations by Federal, State, Territorial, or District Authorities may be
furnished by such authorities to the Commission upon the request of the
Commission.
This Consent is given pursuant to the provision of Section 321(b) of the Trust
Indenture Act of 1939, as amended.
Bank One, NA
Dated: July 23, 1999 By: /s/ David B. Knox
Authorized Signer
<PAGE>
Exhibit 7
Federal Financial Institutions Examination Council
- --------------------------------------------------------------------------------
----
1
----
Please refer to page 1,
Table of Contents, for
the required disclosure
of estimated burden.
- --------------------------------------------------------------------------------
Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices - FFIEC 031
Report at the close of business March 31, 1999
<TABLE>
<CAPTION>
19990331
--------------
(RCRI 9888)
<S> <C>
This report is required by law: 12 U.S.C (S)324 (State This report form is to be filed by banks with branches and
member banks); 12 U.S.C.(S) 1817 (State nonmember banks): consolidated subsidiaries in U.S. territories and possessions,
and 12 U.S.C. (S) 161 (National banks). Edge or Agreement subsidiaries, foreign branches,
consolidated foreign subsidiaries, or International Banking
Facilities.
- ------------------------------------------------------------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by The Reports of Condition and Income are to be prepared in
an authorized officer and the Report of Condition must be accordance with Federal regulatory authority instructions.
attested to by not less than two directors (trustees) for
State nonmember Banks and three directors for State member and
National banks. We, the undersigned directors (trustees), attest to the
correctness of the Report of Condition (including the supporting
schedules) for this report date and declare that it has been
I, WILLIAM TITUS, VICE PRESIDENT examined by us and to the best of our knowledge and belief has
- ------------------------------------------------------------ been prepared in conformance with the instructions issued by the
Name and Title of Officer Authorized to sign Report appropriate Federal regulatory authority and is true and
correct.
of the named bank do hereby declare that the Reports of
Condition and Income (including the supporting schedules)
for this report date have been prepared in conformance with /s/ Frederick L. Cullen
the instructions issued by the appropriate Federal regulatory _______________________________________________
authority and are true to the best of my knowledge and belief. Director (Trustee)
/s/ William S. Titus /s/ David P Lauer
- ------------------------------------------------------------- -----------------------------------------------
Signature of Officer Authorized to Sign Report Director (Trustee)
April 30,1999 /s/ William M. Bennett
____________________________________________________________ _______________________________________________
Date of Signature Director(Trustee)
____________________________________________________________________________________________________________________________________
Submission of Reports (if other than EDS) must transmit the bank's computer data
file to EDS.
Each bank must prepare its Reports of Condition and Income
either: For electronic filing assistance, contact EDS Call Report
Services, 2150 N. Prospect Ave., Milwaukee, WI 53202, telephone
(a) in electronic form and then file the computer data file (800) 255-1571
directly with the banking agencies'collection agent, Electronic
Data Systems Corporation (EDS), by modem or on computer To fulfill the signature and attestation requirement for the
diskett: or Reports of Condition and Income for this report date, attach
(b) in hard-copy (paper) form and arrange for another party to this signature page (or a photocopy or a computer-generated
convert the paper report to electronic form. That party version of this page)to the hard-copy record of the completed
report that the bank places in its files.
- -----------------------------------------------------------------------------------------------------------------------------------
FDIC Certificate Number: 06559 Bank One, NA
--------- ----------------------------------------------------------
RCRI 9050 Legal Title of Bank (Text 9010)
Columbus
________________________________________
City (Text 9130)
OH 43271
______________________________________________________________
State Abbrev. (Text 9200) Zip Code. (Text 9220)
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation. Office of the Comptroller
of the Currency
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Bank One, NA Call Date: 03/31/1999 State# FFIEC 031
100 East Broad Street, QH1-1066 Vendor ID: D Cert# 06559 RC-1
Columbus QH 43271 Transit # 04400037
Transmitted to EDS as 0013864 on 04/30/99 at 12:05:05 CST -------------
11
-------------
</TABLE>
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 1999
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC-Balance Sheet
<TABLE>
<CAPTION>
C400
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
ASSETS
1. Cash and balances due from depository institutions(from Schedule RC-A): RCFD
-------------------
a. Noninterest-bearing balances and currency and coin (1)________________________________________ 0081 979,173 1.a
--------------
b. Interest-bearing balances (2)_________________________________________________________________ 0071 1,100 1.b
--------------
2. Securities:
--------------
a. Held-to-maturity securities (from Schedule RC-B, column A)____________________________________ 1754 0 2.a
--------------
b. Available-for-sale securities (from Schedule RC-B, column B)__________________________________ 1773 1,631,620 2.b
--------------
3. Federal funds sold and securities purchased under agreement to resell____________________________ 1350 4,161,680 3
--------------
4. Loans and leases financial receivables: RCFD
------------------
a. Loans and leases, net of unearned income (from Schedule RC-C_____________ 2122 19,814,210 4.a
------------
b. LESS: Allowance for loan and lease losses________________________________ 3123 375,664 4.b
------------
c. LESS: Allocated transfer risk reserve____________________________________ 3128 0 4.c
------------
d. Loans and leases, net of unearned income, RCFD ----------
allowance, and reserve (item 4.a minus 4.b and 4.c)_______________________________________ 2125 19,438,546 4.d
----------
5. Trading assets (from Schedule RC-D)__________________________________________________________ 3545 0 5.
----------
6. Premises and fixed assets (including capitalized leases)_____________________________________ 2145 329,151 6.
-----------
7. Other real estate owned (from Schedule RC-M)_________________________________________________ 2150 14,928 7.
-----------
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)_____ 2130 183,482 8.
-----------
9. Customers' liability to this bank on acceptances outstanding_________________________________ 2155 0 9.
-----------
0. Intangible assets (from Schedule RC-M)_______________________________________________________ 2143 85,733 10.
-----------
1. Other assets (from Schedule RC-F)____________________________________________________________ 2160 1,800,805 11.
-----------
2. Total assets (sum of items 1 through 11)_____________________________________________________ 2170 28,626,218 12.
-----------
</TABLE>
______________
1) Includes cash items in process of collection and uposted debits.
2) Includes time certificates of deposit not held for trading.
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Edit Date: 03/31/1999 State #: FFIEC 031
East Broad Street, OH1-1066 Vendor ID: D Cert #: 06559 RC-2
Columbus, OH 43271 Transit #: 04400037
Transmitted to EDS as 13864 on 04/30/99 at 12:15:05 CST ---------
12
---------
</TABLE>
<TABLE>
<CAPTION>
Schedule RC - Continued
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C>
LIABILITIES
Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E,
RCON
----------------
RCON 2200 14,763,575 13.a
part i)_______________________________________________________________________________------------------ ----------
6631 4,207,238 13.a.1
(1) Noninterest-bearing (1) ________________________________________________________ ------------
6638 10,556,337 13.a.2
(2) Interest-bearing _______________________________________________________________ ------------
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, RCFN
----------------
RCFN 2200 1,007,469 13.b
part ii) _____________________________________________________________________________------------------ ----------
6631 0 13.b2
(1) Noninterest-bearing ____________________________________________________________ ------------
6636 1,007,469 RCFD 13.b2
(2) Interest-bearing _______________________________________________________________ -----------------------------
2800 2,704,981 14
Federal funds purchased and securities sold under agreements to repurchase ________________________________ ----------
RCON
----------------
2840 60,010 15.a
a. Demand notes issued to the U.S. Treasury ______________________________________________________________ ----------
RCFD
----------------
3548 0 15.b
b. Trading liabilities (from Schedule RC-D) _______________________________________________________________ ----------
Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases): ----------
2332 5,696,977 16.a
a. With a remaining maturity of one year or less __________________________________________________________ ----------
A547 55,097 16.b
b. With a remaining maturity of more than one year through three years ____________________________________ ----------
A548 590,237 16.c
c. With a remaining maturity of more than three years _____________________________________________________ ----------
Not applicable
2920 0 18
Bank's liability on acceptances executed and outstanding __________________________________________________ ----------
3200 779,193 19
Subordinated notes and debentures (2) _____________________________________________________________________ ----------
2930 1,054,051 20
Other liabilities (from Schedule RC-G) ____________________________________________________________________ ----------
2948 26,711,590 21
Total liabilities (sum of items 13 through 20) _____________________________________________________________ ----------
Not applicable
EQUITY CAPITAL ----------
3838 0 23
Perpetual preferred stock and related surplus _____________________________________________________________ ----------
3230 127,044 24
Common stock ______________________________________________________________________________________________ ----------
3839 983,610 25
Surplus (exclude all surplus related to preferred stock) __________________________________________________ ----------
3632 801,410 26.a
a. Undivided profits and capital reserves _________________________________________________________________ ----------
8434 2,564 26.b
b. Net unrealized holding gains (losses) on available-for-sale securities _________________________________ ----------
4336 0 26.c
c. Accumulated net gains (losses) on cash flow hedges _____________________________________________________ ----------
3284 0 27
Cumulative foreign currency translation adjustments _______________________________________________________ ----------
3210 1,914,628 28
Total equity capital (sum of items 23 through 27) _________________________________________________________ ----------
3300 28,626,218 29
Total liabilities and equity capital (sum of items 21 and 28) _____________________________________________ ----------
Memorandum
To be reported only with the March Report of Condition,
Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the RCFD Number
----------------
5724 2 M.1
bank by independent external auditors as of any date during 1998 __________________________________________ ----------
</TABLE>
Independent audit of the bank conducted in accordance with generally accepted
auditing standards by a certified public accounting firm which submits a report
on the bank independent audit of the banks parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company (but
not on the bank separately)
Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
Includes total demand deposits and noninterest-bearing time and savings
deposits.
Includes limited-life preferred stock and related surplus.
4 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work