UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A-7
Under the Securities Exchange Act of 1934
(Amendment No. 7)
SPRINT CORPORATION
(Name of Issuer)
FON Common Stock--Series 1, par value $2.00 per share
PCS Common Stock--Series 1, par value $1.00 per share
(Title of Class of Securities)
852061100 (FON Common Stock--Series 1)
852061506 (PCS Common Stock--Series 1)
(CUSIP Numbers)
Deutsche Telekom AG
Helmut Reuschenbach, Senior Executive
Director, Finance and Treasurer,
Friedrich-Ebert-Allee 140, D-53113 Bonn, Germany
Phone (49-228) 181-8000
France Telecom S.A.
Pierre Dauvillaire, Chief Financial Officer
6 place d'Alleray, 75505 Paris Cedex 15, France
Phone (33-1) 44-44-84-72
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[__].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
------------
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deutsche Telekom AG
IRS Identification Number: N/A
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
________________________________________________________________________________
7 SOLE VOTING POWER
0
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY - 86,236,036 shares of Class A Common Stock (equivalent in
voting power to 86,236,036 shares of Series 3 FON Common
OWNED BY Stock and 43,118,018 shares of Series 3 PCS Common Stock)
- 87,361,036 shares of Series 3 FON Common Stock
EACH - 12,799,418 shares of Series 3 PCS Common Stock
_________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
- 43,118,018 shares of Class A Common Stock (equivalent in
PERSON voting power to 43,118,018 shares of Series 3 FON Common
Stock and 21,559,009 shares of Series 3 PCS Common Stock)
WITH - 43,843,018 shares of Series 3 FON Common Stock
- 6,699,709 shares of Series 3 PCS Common Stock
_________________________________________________________________
10 SHARED DISPOSITIVE POWER
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,236,036 shares of Class A Common Stock (equivalent in voting
power to 86,236,036 shares of Series 3 FON Common Stock and
43,118,018 shares of Series 3 PCS Common Stock), 87,361,036 shares
of Series 3 FON Common Stock and 12,799,418 shares of Series 3 PCS
Common Stock.
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% of Class A Common Stock, 100% of Series 3 FON Common Stock and 100%
of Series 3 PCS Common Stock, estimated to represent approximately 20.0%
of the aggregate voting power of the capital stock of the Issuer. If the
Class A Common Stock, the Series 3 FON Common Stock and the Series 3 PCS
Common Stock were converted into Series 1 FON Common Stock and Series 1 PCS
Common Stock, the Class A Common Stock, the Series 3 FON Common Stock and
the Series 3 PCS Common Stock would represent approximately 20.0% of the
Series 1 FON Common Stock and approximately 11.8% of the aggregate number
of outstanding shares of all series of PCS Common Stock (or approximately
20.0% of the aggregate voting power of all series of PCS Common Stock and
PCS Preferred Stock).
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
France Telecom S.A.
IRS Identification Number: N/A
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
________________________________________________________________________________
7 SOLE VOTING POWER
0
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY - 86,236,036 shares of Class A Common Stock (equivalent in
voting power to 86,236,036 shares of Series 3 FON Common
OWNED BY Stock and 43,118,018 shares of Series 3 PCS Common Stock)
- 87,361,036 shares of Series 3 FON Common Stock
EACH - 12,799,418 shares of Series 3 PCS Common Stock
_________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
- 43,118,018 shares of Class A Common Stock (equivalent in
PERSON voting power to 43,118,018 shares of Series 3 FON Common
Stock and 21,559,009 shares of Series 3 PCS Common Stock)
WITH - 43,518,018 shares of Series 3 FON Common Stock
- 6,099,709 shares of Series 3 PCS Common Stock
_________________________________________________________________
10 SHARED DISPOSITIVE POWER
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,236,036 shares of Class A Common Stock (equivalent in voting
power to 86,236,036 shares of Series 3 FON Common Stock and
43,118,018 shares of Series 3 PCS Common Stock), 87,361,036 shares
of Series 3 FON Common Stock and 12,799,418 shares of Series 3 PCS
Common Stock.
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% of Class A Common Stock, 100% of Series 3 FON Common Stock and 100%
of Series 3 PCS Common Stock, estimated to represent approximately 20.0%
of the aggregate voting power of the capital stock of the Issuer. If the
Class A Common Stock, the Series 3 FON Common Stock and the Series 3 PCS
Common Stock were converted into Series 1 FON Common Stock and Series 1 PCS
Common Stock, the Class A Common Stock, the Series 3 FON Common Stock and
the Series 3 PCS Common Stock would represent approximately 20.0% of the
Series 1 FON Common Stock and approximately 11.8% of the aggregate number
of outstanding shares of all series of PCS Common Stock (or approximately
20.0% of the aggregate voting power of all series of PCS Common Stock and
PCS Preferred Stock).
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 7 (this "Amendment") amends and supplements the Schedule
13D filed on February 12, 1996, as amended by Amendment No. 1 to the Schedule
13D filed on May 6, 1996, Amendment No. 2 to the Schedule 13D ("Amendment No.
2") filed on May 28, 1998, Amendment No. 3 to the Schedule 13D ("Amendment No.
3") filed on December 1, 1998, Amendment No. 4 to the Schedule 13D ("Amendment
No. 4") filed on February 12, 1999, Amendment No. 5 to the Schedule 13D
("Amendment No. 5") filed on February 24, 1999 and Amendment No. 6 to the
Schedule 13D ("Amendment No. 6") filed on April 1, 1999 (as amended and
supplemented, the "Schedule 13D"), of Deutsche Telekom AG ("DT") and France
Telecom S.A. ("FT"), with respect to the FON Common Stock - Series 1, par value
$2.00 per share (the "Series 1 FON Common Stock"), and the PCS Common Stock -
Series 1, par value $1.00 per share (the "Series 1 PCS Common Stock"), of Sprint
Corporation, a Kansas corporation (the "Issuer"). All capitalized terms used in
this Amendment and not otherwise defined herein have the meanings ascribed to
such terms in the Schedule 13D, as previously amended and supplemented.
Since April 1, 1999, DT acquired in open market transactions an aggregate
of 600,000 shares of Series 1 PCS Common Stock and an aggregate of 325,000
shares of Series 1 FON Common Stock for an aggregate consideration (including
commissions) of approximately $52,412,735 in order to maintain the aggregate
percentage voting power of the capital stock of the Issuer owned by both DT and
FT. According to the charter of the Issuer, upon the acquisition of shares of
Series 1 PCS Common Stock and Series 1 FON Common Stock by DT or FT, such shares
are deemed to convert into shares of Series 3 PCS Common Stock and Series 3 FON
Common Stock, respectively.
On April 20, 1999, Sprint announced a two-for-one stock split of its FON
Common Stock in the form of a dividend payable in shares of FON Common Stock. A
comparable dividend was announced on the Class A Common Stock. New shares were
issued on June 4, 1999, to holders of record on May 13, 1999. Accordingly, on
June 4, 1999, FT and DT each received (i) 200,000 shares of Series 3 FON Common
Stock in respect of the shares of Series 3 FON Common Stock that they each owned
as of May 13, 1999 and (ii) 43,118,018 shares of Series 3 FON Common Stock in
respect of the shares of Class A Common Stock that they each owned as of May 13,
1999.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended by adding the following at the
end thereof:
Between April 1, 1999 and June 30, 1999, DT acquired in open market
transactions 600,000 shares of Series 1 PCS Common Stock and 325,000 shares of
Series 1 FON Common Stock for approximately $52,412,735 (including commissions).
All of the funds used by DT to acquire such shares were provided by internally
generated funds.
On April 20, 1999, Sprint announced a two-for-one stock split of its FON
Common Stock in the form of a dividend payable in shares of FON Common Stock.
Neither DT nor FT paid any consideration for the shares of Series 3 FON Common
Stock issued in connection with this stock dividend.
ITEM 4. PURPOSE OF THE ACQUISITION
Item 4 of the Schedule 13D is hereby amended by adding the following at the
end thereof:
Since April 1, 1999, DT has acquired in open market transactions in the
aggregate 600,000 shares of Series 1 PCS Common Stock and 325,000 shares of
Series 1 FON Common Stock in order to maintain the aggregate percentage voting
power in the capital stock of the Issuer of both DT and FT at approximately
20.0%. On June 18, 1999, FT informed DT in writing that "FT prefers not to
engage in any open-market `top-up' purchases of Sprint common stock" prior to
June 30, 1999 and, as a result, DT acquired prior to June 30, 1999 a sufficient
number of shares of Common Stock in order to maintain the aggregate percentage
voting power in the capital stock of the Issuer of both DT and FT at 20.0%.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
1. Deutsche Telekom AG
(a) On June 30, 1999, DT was the beneficial owner of 86,236,036 shares of
Class A Common Stock (100% of the outstanding Class A Common Stock), 87,361,036
shares of Series 3 FON Common Stock (100% of the outstanding Series 3 FON Common
Stock), and 12,799,418 shares of Series 3 PCS Common Stock (100% of the
outstanding Series 3 PCS Common Stock), estimated to represent approximately
20.0% of the aggregate voting power of the capital stock of the Issuer,
calculated on the basis of 86,236,036 shares of Class A Common Stock,
693,749,440 shares of Series 1 FON Common Stock, 87,361,036 shares of Series 3
FON Common Stock, 197,061,825 shares of Series 1 PCS Common Stock, 219,393,844
shares of Series 2 PCS Common Stock, 12,799,418 shares of Series 3 PCS Common
Stock, 246,766 shares of PCS Preferred Stock and certain other outstanding
voting preferred stock of the Issuer as being outstanding, based on the
information made available to FT and DT by the Issuer, adjusted to give effect
to the conversion of shares acquired by DT in open market transactions into
Series 3 FON Common Stock and Series 3 PCS Common Stock and the two-for-one
stock split effected by Sprint with respect to its FON Common Stock. If the
Class A Common Stock, Series 3 FON Common Stock and Series 3 PCS Common Stock
were converted into Series 1 FON Common Stock and Series 1 PCS Common Stock, the
Class A Common Stock, Series 3 FON Common Stock and Series 3 PCS Common Stock
beneficially owned by DT on June 30, 1999 would represent approximately 20.0% of
the Series 1 FON Common Stock and approximately 11.8% of the aggregate number of
outstanding shares of all series of PCS Common Stock (or approximately 20.0% of
the aggregate voting power of all series of PCS Common Stock and PCS Preferred
Stock).
On June 30, 1999, Ron Sommer, Chairman of the Board of Management of DT and
a director of Sprint, beneficially owned 18,000 shares of Series 1 FON Common
Stock and 4,500 shares of Series 1 PCS Common Stock, which may be acquired upon
the exercise of stock options under the Issuer's stock option plans. Each of DT
and FT disclaims beneficial ownership of any such shares.
(c) The dates, numbers of shares and prices per share for all purchases of
Series 1 PCS Common Stock and Series 1 FON Common Stock by DT from April 1, 1999
through June 30, 1999 are shown on Annex A hereto, which is incorporated herein
by reference. All such purchases of Series 1 PCS Common Stock and Series 1 FON
Common Stock were made through a broker on the New York Stock Exchange.
Except as described above, neither DT, nor to the best knowledge of DT, any
of the persons listed in Schedule I of Amendment No. 3 effected any transactions
in the Series 1 PCS Common Stock or the Series 1 FON Common Stock since April 1,
1999.
(d) No one other than DT is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Class A Common Stock, Series 3 FON Common Stock and Series 3 PCS
Common Stock owned by DT.
2. France Telecom S.A.
(a) On June 30, 1999, FT was the beneficial owner of 86,236,036 shares of
Class A Common Stock (100% of the outstanding Class A Common Stock), 87,361,036
shares of Series 3 FON Common Stock (100% of the outstanding Series 3 FON Common
Stock), and 12,799,418 shares of Series 3 PCS Common Stock (100% of the
outstanding Series 3 PCS Common Stock), estimated to represent approximately
20.0% of the aggregate voting power of the capital stock of the Issuer,
calculated on the basis described in Item 5.1(a) above. If the Class A Common
Stock, Series 3 FON Common Stock and Series 3 PCS Common Stock were converted
into Series 1 FON Common Stock and Series 1 PCS Common Stock, the Class A Common
Stock, Series 3 FON Common Stock and Series 3 PCS Common Stock beneficially
owned by FT on June 30, 1999 would represent approximately 20.0% of the Series 1
FON Common Stock and approximately 11.8% of the aggregate number of outstanding
shares of all series of PCS Common Stock (or approximately 20.0% of the
aggregate voting power of all series of PCS Common Stock and PCS Preferred
Stock).
On June 30, 1999, Michel Bon, Chairman and Chief Executive Officer of FT
and a director of Sprint, beneficially owned 18,000 shares of Series 1 FON
Common Stock and 4,500 shares of Series 1 PCS Common Stock, which may be
acquired upon the exercise of stock options under the Issuer's stock option
plans. Each of DT and FT disclaims beneficial ownership of any such shares.
Except as described above, neither FT, nor to the best knowledge of FT, any
of the persons listed in Schedule II of Amendment No. 3 effected any
transactions in the Series 1 PCS Common Stock or the Series 1 FON Common Stock
since April 1, 1999.
(c) No one other than FT is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Class A Common Stock, Series 3 FON Common Stock and Series 3 PCS
Common Stock owned by FT.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
ANNEXES
-------
A. Description of purchases of Series 1 PCS Common Stock and Series 1
FON Common Stock by DT from April 1, 1999 through June 30, 1999.
<PAGE>
After reasonable inquiry and to my best knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATED: 7/6/99 DEUTSCHE TELEKOM AG
By:/s/ Helmut Reuschenbach
---------------------------------
Name: Helmut Reuschenbach
Title: Senior Executive Director
<PAGE>
After reasonable inquiry and to my best knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATED: 7/6/99 FRANCE TELECOM S.A.
By:/s/ Thierry Girard
---------------------------------
Name: Thierry Girard
Title: Senior Vice-President
<PAGE>
ANNEX A
Set forth below are the purchases of Series 1 PCS Common Stock and Series 1
FON Common Stock by DT from April 1, 1999 through June 30, 1999. "PCS1" means
Series 1 PCS Common Stock and "FON1" means Series 1 FON Common Stock.
Class of Number of Price Per Where and how transaction was
Date Security Shares Share* effected
---- -------- --------- --------- -----------------------------
6/22/99 FON1 80,000 $53.5070 through a broker on the
New York Stock Exchange
6/23/99 FON1 70,000 $53.2021 through a broker on the
New York Stock Exchange
6/24/99 FON1 88,000 $53.3146 through a broker on the
New York Stock Exchange
6/25/99 FON1 87,000 $54.2114 through a broker on the
New York Stock Exchange
6/22/99 PCS1 77,700 $57.4250 through a broker on the
New York Stock Exchange
6/23/99 PCS1 157,200 $58.3867 through a broker on the
New York Stock Exchange
6/24/99 PCS1 165,000 $57.9473 through a broker on the
New York Stock Exchange
6/25/99 PCS1 129,200 $59.0880 through a broker on the
New York Stock Exchange
6/28/99 PCS1 48,300 $58.3879 through a broker on the
New York Stock Exchange
6/29/99 PCS1 22,600 $58.2425 through a broker on the
New York Stock Exchange
* Price per share excludes commissions. See Item 3.
