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Previous: SPRINT CORP, 4, 1999-10-08 |
Next: SPRINT CORP, SC 13D/A, 1999-10-08 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A-8
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
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)
October 4, 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).
SCHEDULE 13D
This Amendment No. 8 (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 filed
on May 28, 1998, Amendment No. 3 to the Schedule 13D filed on December 1, 1998,
Amendment No. 4 to the Schedule 13D filed on February 12, 1999, Amendment No. 5
to the Schedule 13D filed on February 24, 1999, Amendment No. 6 to the Schedule
13D filed on April 1, 1999 and Amendment No. 7 to the Schedule 13D filed on July
6, 1999 (as amended and supplemented, this “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. 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:
On September 30, 1999, DT acquired
from the Issuer pursuant to the equity purchase rights contained in the Amended
Stockholders’ Agreement 146,556 shares of Series 3 PCS Common Stock and
375,702 shares of Series 3 FON Common Stock for an aggregate purchase price of
approximately $21,330,984 (or $44.75 per share of Series 3 PCS Stock and $39.32
per share of Series 3 FON Stock) and FT acquired from the Issuer pursuant to the
equity purchase rights contained in the Amended Stockholders’ Agreement
143,444 shares of Series 3 PCS Common Stock and 374,298 shares of Series 3 FON
Common Stock for an aggregate purchase price of approximately $21,136,516 (or
$44.75 per share of Series 3 PCS Stock and $39.32 per share of Series 3 FON
Stock), in order to maintain their aggregate percentage voting power of the
capital stock of the Issuer at approximately 20%. All of the funds used by each
of DT and FT to acquire such shares were provided by internally generated funds. ITEM 4.
PURPOSE OF THE ACQUISITION
Item 4 of the Schedule 13D is hereby
amended by adding the following at the end thereof:
On September 30, 1999, DT and FT
acquired from the Issuer pursuant to the equity purchase rights contained in the
Amended Stockholders’ Agreement an aggregate of 290,000 shares of Series 3
PCS Common Stock and 750,000 shares of Series 3 FON Common Stock for an
aggregate purchase price of $42,467,500 in order to maintain their aggregate
percentage voting power in the capital stock of the Issuer at approximately
20.0%.
The Amended Standstill Agreement,
among other things, restricts the ability of FT, DT and their respective
affiliates and associates to acquire more than 20% of the Issuer’s voting
power prior to July 31, 2010, subject to certain exceptions, and also restricts
the ability of FT and DT (and their respective affiliates and associates) to
initiate or participate in any proposal with respect to control of the Issuer,
unless specifically requested in writing by the Chairman of the Issuer or by
resolution of majority of the Issuer's directors. On October 5, 1999, the Issuer announced that
its Board of Directors on October 4, 1999 had approved the execution and
delivery of a merger agreement (the "Merger Agreement") with MCI
WorldCom, Inc. ("MCI"). The Merger Agreement contemplates that the
surviving corporation in the merger would assume all of the Issuer's
obligations in respect of the rights of the Class A Holders granted pursuant to
the Articles of Incorporation of the Issuer, the Bylaws of the Issuer, the
Master Agreement, the Amended Stockholders' Agreement and the Amended
Registration Rights Agreement. Prior to the stockholders meeting to be called by
the Issuer to consider approving the merger with MCI, DT and FT will be
considering whether either or both of them wishes to elect to exercise any
appraisal rights to which they may be entitled under Kansas law with respect to
the merger. Although in the near term DT and FT may continue to make purchases
of the Issuer's securities, either in the open market or directly from the
Issuer pursuant to the equity purchase rights contained in the Amended
Stockholders' Agreement, in order to retain their aggregate voting power in
the Issuer at 20%, in the longer term neither DT nor FT currently intends to
remain a stockholder of the Issuer. Should the merger be consummated and should
DT and FT elect not to exercise appraisal rights, neither DT nor FT currently
intends to remain a stockholder of the surviving corporation in the merger. Each
of DT and FT expects to dispose of its shares of the Issuer or shares of the
surviving corporation it receives in the merger in an orderly manner in light of
market conditions and subject to applicable legal requirements and contractual
restrictions contained in the Amended Stockholders' Agreement. Attached hereto
as Exhibit 1 is a copy of a press release issued by FT on October 5, 1999.
As partners of the Global One Joint
Venture, DT, FT and the Issuer have been in discussions to address the alignment
of their respective international strategies, including the possibility of
restructuring the ownership of the Joint Venture, although no decisions with
respect thereto have been made. On October 4, 1999,
the Issuer delivered to DT and FT a “Notice of Impasse” purporting to
declare the existence of an “Impasse” for purposes of the Global One
Joint Venture, expressly reserving the Issuer’s right to take other actions
under the terms of the Joint Venture Agreement, including, without limitation,
the right to issue a “Termination Notice” that could ultimately result
in a termination of the Global One Joint Venture pursuant to the buy/sell
provisions contained therein. FT and DT expect to hold discussions with the Issuer
concerning the future of the Global One Joint Venture. ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER
1. Deutsche Telekom AG
(a) On September 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), 88,111,036 shares of Series 3 FON Common
Stock (100% of the outstanding Series 3 FON Common Stock), and 13,089,418 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, 696,949,268 shares of Series 1 FON Common Stock,
88,111,036 shares of Series 3 FON Common Stock, 198,422,792 shares of Series 1
PCS Common Stock, 219,393,844 shares of Series 2 PCS Common Stock, 13,089,418
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.
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 September 30, 1999 would represent
approximately 20.0% of the Series 1 FON Common Stock and approximately 11.9% 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 September 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) On September 30, 1999, DT
acquired from the Issuer pursuant to the equity purchase rights contained in the
Amended Stockholders’ Agreement 146,556 shares of Series 3 PCS Common Stock
and 375,702 shares of Series 3 FON Common Stock. The price paid by DT for these
shares was $44.75 per share of Series 3 PCS Stock and $39.32 per share of Series
3 FON Stock.
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 to this Schedule 13D effected any transactions in the Series 1
PCS Common Stock or the Series 1 FON Common Stock since July 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 September 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), 88,111,036 shares of Series 3 FON Common
Stock (100% of the outstanding Series 3 FON Common Stock), and 13,089,418 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, 696,949,268 shares of Series 1 FON Common Stock,
88,111,036 shares of Series 3 FON Common Stock, 198,422,792 shares of Series 1
PCS Common Stock, 219,393,844 shares of Series 2 PCS Common Stock, 13,089,418
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.
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 September 30, 1999 would represent
approximately 20.0% of the Series 1 FON Common Stock and approximately 11.9% 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 September 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.
(c) On September 30, 1999, FT
acquired from the Issuer pursuant to the equity purchase rights contained in the
Amended Stockholders’ Agreement 143,444 shares of Series 3 PCS Common Stock
and 374,298 shares of Series 3 FON Common Stock. The price paid by FT for these
shares was $44.75 per share of Series 3 PCS Stock and $39.32 per share of Series
3 FON Stock.
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 to this Schedule 13D effected any transactions in the Series 1
PCS Common Stock or the Series 1 FON Common Stock since July 1, 1999.
(d) 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.
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: October 6, 1999
DEUTSCHE TELEKOM AG
By: /s/ Helmut Reuschenbach 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: October 6, 1999
FRANCE TELECOM S.A.
By: /s/ Thierry Girard EXHIBIT 1
FRANCE TELECOM COMMENTS ON Paris, October 5, 1999 – France Telecom has taken note of MCI
WorldCom’s bid to merge with Sprint which has just been approved by their
respective Boards of Directors. Based on the October 4th closing prices, the
merger values France Telecom’s investment in Sprint at about FF56
billion (8.67 billion euros). The company’s investment in Sprint totals
approximately FF10 billion (1.52 billion euros). France Telecom does not
intend to remain a shareholder of the new entity and expects to dispose of its
shares in an orderly manner in light of market conditions and applicable legal
restrictions.
FRANCE TELECOM TO PURSUE INTERNATIONAL STRATEGY
The disposal of this investment will help France Telecom to
accelerate its international development. France Telecom’s international
strategy remains unchanged, and includes creating full-service operators
throughout Europe, providing worldwide services for multinationals and investing
selectively in emerging markets with high-growth potential.
For the first half of 1999, France Telecom reported international
revenues in excess of 1.4 billion euros. International activities should account
for 13 to 14% of total revenues at the end of 1999, against 2% in 1995.
CONTINUITY OF GLOBAL SERVICES
Global One, France Telecom’s joint venture with Sprint and
Deutsche Telekom providing global services to multinationals, will have to
undergo a change in its ownership structure given that its activities compete
with those of MCI WorldCom. The discussions between Global One shareholders
regarding the future of the joint venture, which were suspended during the
negotiations regarding Sprint’s ownership, can now reach a conclusion.
Meanwhile, Global One will continue to ensure the provision of its
services to its multinational customers, with the full support of France Telecom
and the other two parent companies, in accordance with their commercial
interests and contractual obligations.
With operations in over 50 countries, and 24.6 billion euros in
1998 revenues, France Telecom is one of the world’s leading telecom
carriers. It provides consumers, businesses and carriers with a full range of
innovative services, including data, wireless, multimedia, broadcast and cable
TV, and local, long-distance and international telephony. France Telecom’s
Internet activities include access, portals, hosting, e-commerce and
networks. France Telecom is listed on the Paris Bourse and the New York
Stock Exchange (NYSE:FTE).
Contact: France Telecom Press Office ---------------------------- ---------------------------------------------------------------------------------------
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
---------------------------- ---------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- ---------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY o 86,236,036 shares of Class A Common Stock
EACH (equivalent in voting power to 86,236,036 shares of Series 3 FON
REPORTING Common Stock and 43,118,018 shares of Series 3 PCS Common Stock)
PERSON WITH o 88,111,036 shares of Series 3 FON Common Stock
o 13,089,418 shares of Series 3 PCS Common Stock
----------- ---------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
o 43,118,018 shares of Class A Common Stock
(equivalent in voting power to 43,118,018 shares of Series 3 FON
Common Stock and 21,559,009 shares of Series 3 PCS Common Stock)
o 44,218,720 shares of Series 3 FON Common Stock
o 6,846,265 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), 88,111,036 shares of Series 3 FON Common Stock and 13,089,418 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 11.9% 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!
---------------------------- ---------------------------------------------------------------------------------------
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
---------------------------- ---------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- ---------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY o 86,236,036 shares of Class A Common Stock
EACH (equivalent in voting power to 86,236,036 shares of Series 3 FON
REPORTING Common Stock and 43,118,018 shares of Series 3 PCS Common Stock)
PERSON WITH o 88,111,036 shares of Series 3 FON Common Stock
o 13,089,418 shares of Series 3 PCS Common Stock
----------- ---------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
o 43,118,018 shares of Class A Common Stock
(equivalent in voting power to 43,118,018 shares of Series 3 FON
Common Stock and 21,559,009 shares of Series 3 PCS Common Stock)
o 43,892,316 shares of Series 3 FON Common Stock
o 6,243,153 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), 88,111,036 shares of Series 3 FON Common Stock and 13,089,418 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 11.9% 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!
Name: Helmut Reuschenbach
Title: Senior Executive Director
Name: Thierry Girard
Title: Senior Vice-President
SPRINT/MCI WORLDCOM MERGER
Tel: (33 1) 44 44 93 93
Fax: (33 1) 44 44 80 34
http://www.francetelecom.com
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