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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 StockSeries 1, par value $2.00 per share
PCS Common StockSeries 1, par value $1.00 per share
(Title of Class of Securities)
852061100 (FON Common StockSeries 1)
852061506 (PCS Common StockSeries 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 dAlleray, 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 persons 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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