<PAGE>
As filed with the Securities and Exchange Commission on April 29, 1999
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 of 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, include 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: As soon
as practicable after this Registration Statement is declared effective.
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. [_]
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. [X] 333-65649;
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333-65649-01
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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
<PAGE>
2
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. [_]
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<TABLE>
<CAPTION>
CALCULATION OF ADDITIONAL REGISTRATION FEE
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Proposed
Maximum Proposed
Offering Maximum
Price Aggregate
Title of Each Class of Securities to Be Amount to Be Per Unit Offering Amount of
Registered Registered (1) Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Debt Securities -- to be issued by Sprint $500,000,000 100% $500,000,000 $139,000
Capital Corporation
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Guarantees -- of the Debt Securities of Sprint
Capital Corporation by Sprint Corporation (2) (2) (2)
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</TABLE>
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(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c) and for the purpose of this offering, and not a
representation as to a re-offering price.
(2) No separate consideration will be received for the Guarantees.
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3
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The Registrants' Registration Statement on
Form S-3 (Registration Nos. 333-65649 and 333-65649-01), declared effective on
October 14, 1998, are incorporated herein by reference.
EXHIBITS
5.1 Opinion of Don A. Jensen
23.1.1 Consent of Ernst & Young LLP.
23.1.2 Consent of Deloitte & Touche LLP.
23.1.3 Consent of Don A. Jensen (included in Exhibit 5.1).
24.1 Powers of Attorney of the officers and directors of the
Registrants signing this Registration Statement (filed as Exhibit
24-A and Exhibit 24-B to the Sprint Corporation Current Report on
Form 8-K dated April 20, 1999 and incorporated herein by
reference).
<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 29th day of
April, 1999.
SPRINT CORPORATION
/s/ A.B. Krause
By________________________________
Executive Vice President--Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ W.T. Esrey* Chairman of the Board and April 29, 1999
- ------------------------------------- Chief Executive Officer
(W.T. Esrey) (Principal Executive
Officer)
/s/ A.B. Krause* Executive Vice President-- April 29, 1999
- ------------------------------------- Chief Financial Officer
(A.B. Krause) (Principal Financial
Officer)
/s/ J.P. Meyer* Senior Vice President and April 29, 1999
- ------------------------------------- Controller (Principal
(J.P. Meyer) Accounting Officer)
/s/ DuBose Ausley* Director April 29, 1999
- -------------------------------------
(DuBose Ausley)
/s/ Warren L. Batts* Director April 29, 1999
- -------------------------------------
(Warren L. Batts)
</TABLE>
<PAGE>
2
<TABLE>
<S> <C> <C>
Director
- ------------------------------------
(Michel Bon)
/s/ I.O. Hockaday, Jr.* Director April 29, 1999
- ------------------------------------
(Irvine O. Hockaday, Jr.)
/s/ Harold S. Hook* Director April 29, 1999
- ------------------------------------
(Harold S. Hook)
/s/ Ronald T. LeMay* Director April 29, 1999
- -----------------------------
(Ronald T. LeMay)
/s/ Linda K. Lorimer* Director April 29, 1999
- ------------------------
(Linda Koch Lorimer)
/s/ Charles E. Rice* Director April 29, 1999
- -----------------------------
(Charles E. Rice)
Director
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(Ron Sommer)
/s/ Stewart Turley* Director April 29, 1999
- -----------------------------
(Stewart Turley)
</TABLE>
*By /s/ A.B. Krause
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For himself and as Attorney-
in-fact
<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 29th day of
April, 1999.
SPRINT CAPITAL CORPORATION
/s/ A.B. Krause
By________________________________
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ A.B. Krause* President and April 29, 1999
- ------------------------------------- Chief Executive Officer
(A.B. Krause) and Director (Principal
Executive Officer)
/s/ J.P. Meyer* Senior Vice President and April 29, 1999
- ------------------------------------- Controller (Principal
(J.P. Meyer) Accounting Officer)
/s/ Don A. Jensen* Director April 29, 1999
- ------------------------------------
(Don A. Jensen)
/s/ Gene M. Betts* Senior Vice President and April 29, 1999
- ------------------------------------ Chief Financial Officer and
(Gene M. Betts) Director (Principal Financial
Officer)
</TABLE>
/s/ A.B. Krause
*By____________________________
For himself and as Attorney-
in-fact
<PAGE>
EXHIBIT 5.1
April 29, 1999
Sprint Capital Corporation
Sprint Corporation
2330 Shawnee Mission Parkway
Westwood, Kansas 66205
Gentlemen:
In connection with the proposed offering, issuance and sale by Sprint
Capital Corporation of Debt Securities (the "Debt Securities") covered by your
Registration Statement (the "462(b) Registration Statement") to be filed with
the Securities and Exchange Commission pursuant to Rule 462(b) of the Securities
Act of 1933, as amended (the "Act"), that relates to your Registration Statement
on Form S-3, File Nos. 333-65649 and 333-65649-01 (together with the 462(b)
Registration Statement, the "Registration Statements"), I have examined the
Registration Statements 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 the 462(b)
Registration Statement has become effective under the Act and the Debt
Securities and Guarantees have been duly executed, authenticated, issued and
delivered in accordance with the Indenture dated as of October 1, 1998, between
you and Bank One, N.A., as Trustee, as supplemented by the First Supplemental
Indenture, dated as of January 15, 1999 (the "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 Indenture, subject to bankruptcy, insolvency, reorganization,
<PAGE>
Sprint Capital Corporation
Sprint Corporation
April 29, 1999
Page 2
moratorium and other laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
I hereby consent to the filing of this opinion as an exhibit to the
462(b) Registration Statement and reference made to me under the caption
"Validity of the Debt Securities and Guarantees" and "Legal Matters" in the
prospectuses forming a part of the Registration Statements. 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 23.1.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the references to our firm under the captions "Sprint
Corporation Selected Financial Data" and "Experts" in the Registration Statement
(Form S-3) filed pursuant to Rule 462(b) under the Securities Act of 1933 and
related Prospectus and Prospectus Supplement of Sprint Corporation and Sprint
Capital Corporation for the registration of $500,000,000 of unsecured senior
debt securities, to the incorporation by reference therin of our reports for
Sprint Corporation and the FON Group dated February 3, 1998 (except Note 1, as
to which the date is May 26, 1998) and our report for the PCS Group dated May
26, 1998 included in Sprints Proxy Statement/Prospectus that forms a part of
Registration Statement No. 333-65173 filed with the Securities and Exchange
Commission, to the incorporation by reference therin of our report dated
February 3, 1998, with respect to the consolidated financial statements and
schedule of Sprint Corporation included in Sprint Corporation's Annual Report
(Form 10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission, 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.
ERNST & YOUNG LLP
Kansas City, Missouri
April 29, 1999
<PAGE>
Exhibit 23.1.2
INDEPENDENT AUDITORS' CONSENTS
We consent to the use in this Registration Statement of Sprint Corporation on
Form S-3 of our reports dated May 26, 1998 (August 6, 1998 as to Note 4), on the
combined financial statements of Sprint Spectrum Holding Company, L.P. and
subsidiaries; MinorCo, L.P. and subsidiaries; PhillieCo Partners I, L.P.and
subsidiaries and PhillieCo Partners II, L.P. and subsidiaries (which expresses
an unqualified opinion and includes an explanatory paragraph referring to the
emergence from the development stage), and the related combined financial
statement schedule, which are incorporated by reference in Registration
Statement No. 333-65649 which is incorporated herein by reference. We also
consent to the reference to us under the heading "Experts" in Registration
Statement No. 333-65649.
We consent to the use 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, incorporated by
reference in Registration Statement No. 333-65649, which is incorporated herein
by reference. We also consent to the reference to us under the heading "Experts"
in Registration Statement No. 333-65649.
We consent to the use 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 L.P. and subsidiaries for the year ended December
31, 1998, incorporated by reference in Registration Statement No. 333-65649,
which is incorporated herein by reference. We also consent to the reference to
us under the heading "Experts" in Registration Statement No. 333-65649.
/s/ Deloitte & Touche
Kansas City, Missouri
April 29, 1999
