SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SPRINT CORPORATION
(Exact name of registrant as specified in its charter)
Kansas 48-0457967
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
P.O. Box 11315
Kansas City, MO 64112
(Address of principal (zip code)
executive office)
If this Form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange
Act and is effective pursuant to General Instruction A.
(c), please check the following box [X]
If this Form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction A.
(d), please check the following box [ ]
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of Each Class to Name of Each Exchange on Which
be Registered Each Class is to be Registered
PCS Group Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the
Act:
None
(Title of class)
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Item 1. Description of Registrant's Securities to be
Registered.
On June 29, 1998, the Board of Directors of Sprint
Corporation approved an amendment to Sprint's Rights
Agreement that was effective on November 23, 1998 in
connection with the reclassification of Sprint's common
stock into FON Common Stock and PCS Common Stock. Pursuant
to the amended Rights Agreement, a PCS Group Right is
attached to each outstanding share of PCS Common Stock.
Sprint also issues PCS Group Rights in connection with the
issuance of shares of all three series of PCS Common Stock.
The number of PCS Group rights attached to each share
of PCS Common Stock is subject to adjustment if there is a
stock dividend on the PCS Common Stock paid in shares of PCS
Common Stock or a subdivision or combination of the shares
of PCS Common Stock.
The PCS Group Rights trade with the PCS Common Stock.
The Rights detach from the PCS Common Stock and become
exercisable only if, in a transaction not approved by the
Sprint Board, a person or entity
- becomes the beneficial owner of voting securities
representing 15% or more of the voting power of Sprint, or
- announces a tender offer that, if consummated, would
result in beneficial ownership by a person or group of
voting securities representing 15% or more of the voting
power of Sprint.
If the Rights detach and become exercisable as a result
of the commencement of a tender offer, each PCS Group Right
entitles its holder to purchase one one-thousandth of a
share of Preferred Stock-Eighth Series for an exercise price
of $150 unless the Rights are redeemed by Sprint. This
exercise price and the number of shares, or fraction of a
share, of Preferred Stock - Eighth Series that can be
purchased are both subject to adjustment to prevent dilution
in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Stock -
Eighth Series or if Sprint distributes certain rights,
options, warrants, evidences of indebtedness or assets to
the holders of the Preferred Stock - Eighth Series.
After a person or group (referred to as an Acquiring
Person) becomes the beneficial owner of voting securities
representing 15% or more of the voting power of Sprint,
unless the securities were acquired pursuant to a Qualifying
Offer, each PCS Group Right entitles its holder to purchase,
for the Right's exercise price, a number of shares of PCS
Common Stock having a value equal to two times the then
current exercise price of the Right. All Rights that are,
or under certain circumstances were, beneficially owned by
any Acquiring Person or certain related parties will be null
and void. A
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"Qualifying Offer" is an offer for outstanding
shares of common stock which a majority of the directors who
are not also officers of Sprint and who are not
representatives, nominees, affiliates or associates of an
Acquiring Person determine, after receiving advice from one
or more investment banking firms, to be fair to the
stockholders and otherwise in the best interests of Sprint
and its stockholders.
If Sprint is involved in a merger or other business
combination transaction after the Rights become exercisable,
each PCS Group Right entitles its holder to purchase, for
the Right's exercise price, a number of the acquiring or
surviving company's shares of common stock having a market
value equal to twice the exercise price of the Right.
Similarly, if Sprint sells or transfers 50% or more of its
assets or earning power after the Rights become exercisable,
each PCS Group Right entitles its holder to purchase, for
the Right's exercise price, a number of the acquiring
company's shares of common stock having a market value equal
to twice the exercise price of the Right.
At any time after any person or group becomes an
Acquiring Person and before the acquisition by such person
or group of 50% or more of the voting power of Sprint, the
Sprint Board may exchange PCS Common Stock for all or any
part of the PCS Group Rights, other than any PCS Group
Rights that have become null and void. The exchange rate is
one share of PCS Common Stock for each Right. This exchange
rate is subject to adjustment to reflect any stock split,
stock dividend or similar transaction involving the PCS
Common Stock.
Sprint is entitled to redeem the PCS Group Rights at
$.01 per Right at any time until ten business days following
a public announcement that a person or group of persons has
become the beneficial owner of voting securities
representing 15% or more of the voting power of Sprint or,
in the case of Deutsche Telekom AG and France Telecom S.A.,
that they have acquired in excess of the shares permitted to
be acquired under the Standstill Agreement which they have
entered into with Sprint. The redemption price is subject
to adjustment for any stock split, stock dividend or similar
transaction. The terms of the Rights expire on June 25,
2007, unless Sprint redeems the Rights before then or unless
the Sprint Board extends the Rights by amending the Rights
Agreement.
Each share of Preferred Stock-Eighth Series will be
entitled to a minimum preferential quarterly dividend
payment of the greater of
- $100 per share or
- 1,000 times the aggregate per share amount of all
dividends, other than a dividend payable in PCS Common
Stock, declared per share of PCS Common Stock.
In the event of the liquidation of Sprint, the holders
of shares of Preferred Stock-Eighth Series will be entitled
to the greater of
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- a minimum preferential liquidation payment of $1,000
per share, plus accrued dividends, or
- 1,000 times the aggregate amount to be distributed per
share of PCS Common Stock.
Each share of Preferred Stock-Eighth Series will have
1,000 times the highest number of votes of the PCS Common
Stock, voting together with, and on the same matters as, the
Series 1 PCS Common Stock. Finally, in the event of any
merger, consolidation or other transaction involving Sprint
in which shares of PCS Common Stock are exchanged for or
changed into other stock, securities, cash and/or other
property, each share of Preferred Stock-Eighth Series will
be entitled to receive 1,000 times the amount received per
share of PCS Common Stock. The dividend, liquidation,
voting and other rights of the Preferred Stock - Eighth
Series are protected by antidilution provisions.
Item 2. Exhibits.
4.1 Amended and Restated Rights Agreement between the
Registrant and UMB Bank, n.a., as Rights Agent (Filed as
Exhibit 4.1 to the Registrant's Amendment No. 1 to the
Registration Statement on Form 8-A for the registration of
PCS Group Rights, filed November 25, 1998, and incorporated
herein by reference), which includes as Exhibit A-1, the
Certificate of Designation, Preferences and Rights of
Preferred Stock - Sixth Series; as Exhibit A-2, the
Certificate of Designation, Preferences and Rights of
Preferred Stock - Eighth Series; as Exhibit B-1, the Form of
FON Group Rights Certificate; as Exhibit B-2, the form of
PCS Group Rights Certificate; as Exhibit B-3, the Form of
Old Class A Rights Certificate; and as Exhibit B-4, the Form
of Series DT Rights Certificate.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Exchange Act, the Registrant has duly caused this amendment
to be signed on its behalf by the undersigned, thereunto
duly authorized.
SPRINT CORPORATION
By: /s/ Michael T. Hyde
Michael T. Hyde
Assistant Secretary
Date: July 26, 1999
