SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
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
Series 1 FON Common New York Stock Exchange
Stock, par value $2.00
per share
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.
AUTHORIZED CAPITAL STOCK
The 6,770,000,000 shares of authorized capital stock of
Sprint are divided into three classes of common stock and a
class of preferred stock. The common stock consists of the
FON Common Stock, the PCS Common Stock and the Class A
Common Stock. Each class of stock is divided into two or
more series, as follows:
FON Stock
- 2,500,000,000 shares of FON Common Stock, Series 1, par
value $2.00 per share
- 500,000,000 shares of FON Common Stock, Series 2, par
value $2.00 per share
- 1,200,000,000 shares of FON Common Stock, Series 3, par
value $2.00 per share
PCS Stock
- 1,250,000,000 shares of PCS Common Stock, Series 1, par
value $1.00 per share
- 500,000,000 shares of PCS Common Stock, Series 2, par
value $1.00 per share
- 600,000,000 shares of PCS Common Stock, Series 3, par
value $1.00 per share
Class A Common Stock
- 100,000,000 shares of Class A Common Stock, having no
series designation, par value $2.50 per share
- 100,000,000 shares of Class A Common Stock, Series DT,
par value $2.50 per share
Preferred Stock
- 1,742,853 shares of Preferred Stock-First Series,
Convertible, no par value
- 8,758,472 shares of Preferred Stock-Second Series,
Convertible, no par value
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- 95 shares of Preferred Stock-Fifth Series, no par value
- 1,500,000 shares of Preferred Stock-Sixth Series, no
par value
- 300,000 shares of Preferred Stock-Seventh Series,
Convertible, no par value
- 1,250,000 shares of Preferred Stock-Eighth Series, no
par value
Sprint's Articles of Incorporation authorize an
additional 6,448,580 shares of Preferred Stock. Sprint may
issue these shares in one or more series, with such
designations, preferences and relative, participating,
optional or special rights, if any, and the qualifications,
limitations or restrictions of such rights, as may be fixed
and determined by resolution of the Board of Directors of
Sprint.
The FON Stock is intended to reflect the performance of
Sprint's FON Group. The PCS Stock is intended to reflect
the performance of Sprint's PCS Group.
The Series 1 FON Stock and the Series 1 PCS Stock are
both listed and traded on the New York Stock Exchange.
The outstanding Series 2 PCS Stock was issued to Tele-
Communications, Inc., Comcast Corporation and Cox
Communications, Inc. and certain of their affiliates in
exchange for their interests in certain joint ventures that
offer wireless personal communications services. These
ventures are now a part of the PCS Group. Tele-
Communications, Inc. transferred its shares of Series 2 PCS
to a trust in March 1999. That trust, Comcast Corporation,
Cox Communications, Inc., and their affiliates are referred
to together as the Cable Holders. The Series 2 FON Stock
will be issued only to the Cable Holders and only if the PCS
Stock is converted into FON Stock before the conversion of
all shares of Series 2 PCS Stock into Series 1 PCS Stock.
See "Conversion of PCS Stock at the Option of Sprint" below.
The Series 2 PCS Stock converts into Series 1 PCS Stock
when it is transferred by a Cable Holder to a non-affiliate
of the Cable Holders. The Series 2 PCS Stock also converts
into Series 1 PCS Stock when the total number of votes
represented by the outstanding shares of Series 2 PCS Stock,
calculated as though the Series 2 PCS Stock has the same
vote as the Series 1 PCS Stock, is below 1% of Sprint's
outstanding voting power.
The Series 3 FON Stock, the Series 3 PCS Stock, and the
two series of Class A Common Stock are all shares of stock
that are referred to as Class A Stock. Shares of Class A
Stock have been issued, and will be issued, only to France
Telecom, S.A. or Deutsche Telekom AG, or to certain majority
owned subsidiaries of France Telecom and/or Deutsche
Telekom. Each share of Class A Common Stock entitles the
holder to, initially, have one share of Series 3 FON Stock
and one-half of a share of Series 3 PCS Stock issued to the
holder. The issuance of the underlying shares of Series 3
FON Stock or Series 3 PCS Stock will not change the number
of outstanding shares of Class A
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Common Stock. Instead, it reduces the number of underlying shares
that the holder is entitled to have issued, which in turn affects
the per share dividend rights, voting rights and liquidation rights
of the Class A Common Stock. In addition, the par value of the
shares of Class A Common Stock is reduced by the aggregate
par value of the underlying shares issued.
France Telecom and Deutsche Telekom jointly owned a 20%
equity interest in Sprint at September 30, 1999.
DIVIDEND RIGHTS AND RESTRICTIONS
Dividends on the FON Stock will be paid when declared
by the Sprint Board.
The Sprint Board may declare dividends on the FON Stock
and not the PCS Stock, or it may declare dividends on the
PCS Stock and not the FON Stock. If the Sprint Board
declares a dividend on one series of the FON Stock, it must
declare the same dividend on all three series of FON Stock.
In addition, it must declare an equivalent dividend on the
FON Stock underlying the outstanding Class A Common Stock.
Dividends on the FON Stock, the PCS Stock and the Class
A Common Stock may be declared only out of net income or
earned surplus of Sprint. Net losses of either the PCS
Group or the FON Group, and dividends and distributions on,
or repurchases of, PCS Stock, FON Stock or Class A Common
Stock, will reduce funds legally available for the payment
of dividends on all three classes of common stock.
The Tracking Stock Policies adopted by the Sprint Board
require that dividends on the FON Stock, including the FON
Stock underlying the Class A Common Stock, may be paid only
out of the lesser of
- the funds of Sprint legally available for the payment
of dividends, and
- the FON Group Available Dividend Amount, which is
similar to the amount of assets that would be available for
the payment of dividends on the FON Stock, including the FON
Stock underlying the Class A Common Stock, under the Kansas
General Corporate Code if the FON Group were a separate
company. The assets of the FON Group would include any
inter-group interest that it has in the PCS Group.
The Sprint Board may not declare a dividend or
distribution consisting of shares of FON Stock on the PCS
Stock. The Sprint Board may only declare a dividend or
distribution of shares of PCS Stock on the FON Stock if the
shares to be issued represent an inter-group interest of the
FON Group in the PCS Group.
Before any dividends on the FON Stock or any other
class of common stock of Sprint may be paid or declared and
set apart for payment, Sprint must pay or declare and
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set apart for payment full cumulative dividends on all
outstanding series of Preferred Stock.
If Sprint fails to purchase the Fifth Series Preferred
Stock upon tender by the holders, it is precluded from
declaring or paying dividends on its FON Stock or any other
class of common stock until it has deposited the funds
necessary for the purchase of the Fifth Series Preferred
Stock.
Upon the issuance of a new series of Preferred Stock,
the Sprint Board may provide for dividend restrictions on
the FON Stock as to that series of Preferred Stock.
VOTING RIGHTS
Votes Per Share
The holders of FON Stock vote together with the holders
of the PCS Stock, Class A Common Stock and Preferred Stock
as a single class on most matters. When all classes are
voting as a single class, the holders have the following
number of votes:
- The holders of the Series 1 FON Stock, the Series 3 FON
Stock, the First Series Preferred Stock, the Second Series
Preferred Stock and the Fifth Series Preferred Stock have
one vote per share.
- The holders of the Series 1 PCS Stock and Series 3 PCS
Stock have a number of votes per share equal to the number
obtained by dividing the Average Trading Price of one share
of Series 1 PCS Stock by the Average Trading Price of one
share of Series 1 FON Stock, computed as of the tenth
trading day before the record date for determining the
stockholders entitled to vote. For these purposes, the
Average Trading Price is defined as the average closing
price of the stock determined over the 20 trading days
immediately preceding the date of determination. If the "ex-
dividend" date for a dividend or distribution on either the
Series 1 PCS Stock or the Series 1 FON Stock occurs during
this 20 trading day period, or the effective date of any
subdivision or combination of the Series 1 PCS Stock or
Series 1 FON Stock occurs during this 20 trading day period,
an appropriate adjustment is made to the closing prices used
in the calculation. The vote per share of the Series 1 PCS
Stock and Series 3 PCS Stock is expressed as a decimal
fraction rounded to the nearest three decimal places. By
way of example, if the Average Trading Price of one share of
Series 1 PCS Stock is determined to be $90 and the Average
Trading Price of one share of Series 1 FON Stock is
determined to be $74, each share of Series 1 PCS Stock and
Series 3 PCS Stock would have 1.216 votes.
- The holders of the Series 2 PCS Stock have 1/10 of the
vote per share that the holders of the Series 1 PCS Stock
and the Series 3 PCS Stock have.
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- The holders of the Seventh Series Preferred Stock have
the number of votes per share equal to the aggregate number
of votes of the shares of Series 1 PCS Stock or Series 2 PCS
Stock into which a share of the Seventh Series Preferred
Stock may be converted. By way of example, if a share of
Seventh Series Preferred Stock is convertible into 32.52
shares of Series 1 PCS Stock, and the Series 1 PCS Stock has
1.216 votes per share, that share of Seventh Series
Preferred Stock would have 39.544 votes. If under the same
circumstances the share of Seventh Series Preferred Stock is
convertible into 32.52 shares of Series 2 PCS Stock, it
would have 3.9544 votes. At September 30, 1999, each share
of Seventh Series Preferred Stock was convertible into
approximately 32.52 shares of Series 1 PCS Stock or Series 2
PCS Stock, depending on who held the share of Seventh Series
Preferred Stock.
- The holders of shares of Class A Common Stock have the
number of votes per share equal to the votes represented by
the FON Stock and the PCS Stock underlying each share of
Class A Common Stock. This is initially the number of votes
equal to the vote of one share of Series 3 FON Stock plus
the vote of one-half of a share of Series 3 PCS Stock.
If the PCS Stock is converted into FON Stock, the
holders of Sprint's capital stock would have the following
number of votes when all classes are voting as a single
class:
- The holders of the Series 1 FON Stock, the Series 3 FON
Stock, the First- Series Preferred Stock, the Second Series-
Preferred Stock and the Fifth Series Preferred Stock would
have one vote per share.
- The holders of the Series 2 FON Stock would have 1/10
of a vote per share.
- The holders of the Seventh Series Preferred Stock would
have the number of votes per share equal to the aggregate
number of votes of the shares of Series 1 FON Stock or
Series 2 FON Stock into which a share of the Seventh Series
Preferred Stock could be converted at that time. By way of
example, if a share of Seventh Series Preferred Stock was
convertible into 38 shares of Series 1 FON Stock, that share
of Seventh Series Preferred Stock would have 38 votes. If
under the same circumstances the share of Seventh Series
Preferred Stock was convertible into 38 shares of Series 2
FON Stock, it would have 3.8 votes. Each share of Seventh
Series Preferred Stock will be convertible into Series 1 FON
Stock or Series 2 FON Stock, depending on who holds the
share of Seventh Series Preferred Stock at that time.
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- The holders of shares of Class A Common Stock would
have the number of votes per share equal to the votes
represented by the FON Stock underlying each share of Class
A Common Stock.
On each matter to be voted on by the holders of the FON
Stock and Class A Common Stock voting together as a single
class, the holders of shares of each series of FON Stock are
entitled to one vote per share. The holders of the Class A
Common Stock are entitled to the vote per share represented
by the shares or fraction of a share of Series 3 FON Stock
underlying each share of Class A Common Stock. The vote per
share of the Class A Common Stock in this situation is
initially one vote.
If the FON Stock is entitled to vote on a matter as a
separate class , each share will be entitled to one vote.
If a particular series of FON Stock, such as the Series 1
FON Stock, is voting as a separate series, each share will
be entitled to one vote.
Sprint's Articles of Incorporation provide that the
affirmative vote of the holders of a majority of the vote
represented by the FON Stock and Class A Common Stock voting
together as a single class is required to adopt any
amendment to Sprint's Articles of Incorporation that would
- increase or decrease the number of authorized shares of
FON Stock;
- increase or decrease the par value of shares of FON
Stock; or
- change the powers, preference or special rights of the
shares of FON Stock so as to affect them adversely.
The Tracking Stock Policies adopted by the Sprint Board
provide that the consent of the holders of a majority of the
outstanding shares of PCS Stock, voting as a separate class,
and the consent of the holders of a majority of the
outstanding shares of FON Stock, voting as a separate class,
is required to approve any acquisition by the FON Group of
more than 33% of the assets of the PCS Group.
Special Adjustment in Voting Power of the Class A Stock
If there is an increase in the per share vote of any
Sprint voting securities due to the transfer of the voting
securities and the increase occurs on or after the tenth
trading day preceding a record date for purposes of
determining the stockholders entitled to vote or to receive
the payment of a dividend, then the per share vote of the
Class A Stock will be increased. The vote per share will be
increased so that the percentage of voting power of Sprint
represented by the shares of Class A Stock held by each
holder of Class A Stock will not be diluted as a result of
the increase in votes due to the transfer of voting
securities until the day immediately following the date of
the stockholders meeting or the date of the dividend
payment. When Series 2 PCS Stock is transferred by a Cable Holder
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to a non-affiliate, it is automatically converted
into Series 1 PCS Stock, which has a higher per share vote.
Special Voting Rights of the Preferred Stock
The Preferred Stock is entitled to vote as a class with
respect to certain matters affecting preferences of the
Preferred Stock or creating prior ranking or parity stock.
The terms of the First Series Preferred Stock and the
Second Series Preferred Stock provide that, if six quarterly
dividends on any series of the Preferred Stock are in
arrears, the number of Sprint's directors will be increased
by two and the holders of Preferred Stock voting as a class
will be entitled to elect two directors until all arrears in
dividends have been paid. In this event FON Stock, PCS
Stock and all voting series of the Preferred Stock would be
entitled to elect the remaining directors, other than the
directors elected by the holders of the Class A Stock, as
described below.
If Sprint does not pay dividends or pays less than full
cumulative dividends on the Fifth Series Preferred Stock for
each of four consecutive dividend periods, or if arrearages
in the payment of dividends on the Fifth Series Preferred
Stock have cumulated in an amount equal to full cumulative
dividends on the Fifth Series Preferred Stock for six
quarterly dividend periods, the holders of the Fifth Series,
acting alone, will be entitled to elect the smallest number
constituting a majority of Sprint's directors then to be
elected until all arrears in such dividends are paid or set
aside for payment.
Special Voting Rights of the Class A Stock
The holders of Class A Stock have certain class voting
rights, including the right to elect their own directors to
the Sprint Board and to disapprove certain transactions.
As a general rule, the holders of Class A Stock are
entitled to representation on the Sprint Board equal to the
percent of Sprint voting power owned by them, rounded up or
down to the nearer whole number of directors. In addition,
for as long as it is necessary in order to allow France
Telecom and Deutsche Telekom to receive certain benefits
under relevant tax treaties between the United States and
France and between the United States and Germany,
respectively, the holders of Class A Stock are entitled to
elect not less than 20% of the members of the Sprint Board
at any time when their actual percentage of Sprint voting
power is at least 20%. The directors elected by the holders
of the Class A Stock are referred to as Class A Directors.
As long as any shares of Class A Stock are outstanding,
the holders of Class A Stock are entitled to disapprove any
amendment to the Articles or Bylaws of Sprint that would
adversely affect their rights, any issuance by Sprint of
capital stock or debt with supervoting powers, or any
business combination or merger involving Sprint unless
certain of their rights are preserved. In addition, for a
period of time holders of Class A Stock have certain
disapproval rights relating to the sale by Sprint of long
distance assets and transactions that would result in
certain competitors of France Telecom, Deutsche Telekom and
Global One owning 10% or more of the outstanding Sprint
voting power.
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Global One is a joint venture that Sprint has with France Telecom
and Deutsche Telekom.
Classified Board; No Cumulative Voting
The Sprint Board, other than the Class A Directors, is
divided into three classes, with each class consisting, as
nearly as possible, of one-third of the total number of the
directors that are not Class A Directors. Only one class is
elected each year, and it is elected for a three-year term.
The holders of the Class A Stock are not entitled to vote in
the election of these directors.
Sprint stockholders are not entitled to cumulative
voting rights in the election of directors.
REDEMPTION OF COMMON STOCK
The Articles of Incorporation permit the redemption of
shares of Series 1 FON Stock, Series 1 PCS Stock, Series 2
PCS Stock and, in certain circumstances, Class A Stock held
by Aliens if necessary to comply with the foreign ownership
limitations set forth in Section 310 of the U.S.
Communications Act of 1934, as amended. The provisions
permit Series 1 FON Stock, Series 1 PCS Stock and Series 2
PCS Stock to be redeemed at a price equal to the fair market
value of the shares, except that the redemption price with
respect to shares purchased by any Alien after November 21,
1995 and within one year of the redemption date would not,
unless otherwise determined by the Sprint Board, exceed the
purchase price paid for those shares by the Alien.
CONVERSION OF PCS STOCK AT THE OPTION OF SPRINT
At any time after November 23, 2001, the Sprint Board
may convert each share of Series 1 PCS Stock into shares of
Series 1 FON Stock.
At the same time as the Sprint Board converts the
Series 1 PCS Stock into Series 1 FON Stock, it must convert
the Series 2 PCS Stock into Series 2 FON Stock and the
Series 3 PCS Stock into Series 3 FON Stock. In addition,
the unissued shares of PCS Stock underlying the Class A
Common Stock will convert into unissued shares of FON Stock
on an equivalent basis.
If the conversion takes place before November 23, 2002,
each share of Series 1 PCS Stock will convert into the
number of shares of Series 1 FON Stock equal to 110% of the
Optional Conversion Ratio computed as of the fifth trading
day before the date that notice of conversion is sent to
holders of PCS Stock. The Optional Conversion Ratio is the
ratio of the Average Trading Price of a share of Series 1
PCS Stock to the Average Trading Price of a share of Series
1 FON Stock. See the discussion of the vote per share of
Series 1 PCS Stock under "Voting Rights-Votes Per Share"
above for a definition of the term "Average Trading Price."
Sprint must compute the Optional Conversion Ratio over a 60-
trading day period if the 20-trading day period normally
used to determine the
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Average Trading Price is less than 90% of the ratio as determined
over a 60-day trading day period.
If the conversion takes place on or after November 23,
2002, the Sprint Board will determine the conversion ratio,
subject to the requirement that it must make independent
determinations as to the fairness of the conversion ratio to
the holders of the PCS Stock, taken as a separate class, and
to the holders of the FON Stock, taken as a separate class.
MANDATORY DIVIDEND, REDEMPTION OR CONVERSION OF PCS STOCK
If Sprint disposes of all of the assets of the PCS
Group, or if it disposes of at least 80% of the assets of
the PCS Group on a then-current market value basis, it must
use the net proceeds to pay a dividend on the PCS Stock or
redeem the PCS Stock or it must convert the PCS Stock into
FON Stock. There are certain exceptions to this rule; for
example, Sprint does not have to pay a dividend on the PCS
Stock, redeem the PCS Stock or convert the PCS Stock into
FON Stock when it receives in exchange for the assets
primarily equity securities of an entity engaged, or
proposing to engage, in a business similar or complementary
to the business of the PCS Group.
If the Sprint Board determines to convert the PCS Stock
into FON Stock, Sprint will convert each share of PCS Stock
into a number of shares of FON Stock at a ratio equal to
110% of the average Market Value of one share of Series 1
PCS Stock to the average Market Value of one share of FON
Stock computed over a 10-trading day period beginning on the
16th trading day after the consummation of the disposition.
The Market Value is defined as the average of the high and
low reported sales prices regular way. Appropriate
adjustments are made if an ex-dividend date or an effective
date for a subdivision or combination of the relevant shares
occurs during the measurement period.
If the Sprint Board determines to pay a dividend on the
PCS Stock or redeem the PCS Stock, Sprint will distribute to
holders of PCS Stock and to holders of Class A Common Stock,
based on the PCS Stock underlying the Class A Common Stock,
cash or securities, other than common equity securities of
Sprint, or other property, or a combination of cash and
securities and other property, equal to the fair value of
the net proceeds after deducting amounts necessary to pay
transaction costs, taxes on the disposition, liabilities of
the PCS Group, and any amount corresponding to any inter-
group interest in the PCS Group held by the FON Group. If
the payment of the dividend or redemption price occurs
before November 23, 2001, the Sprint Board may also convert
each share of PCS Stock remaining outstanding into shares of
FON Stock on the same basis as conversion of PCS Stock into
FON Stock after November 23, 2001 and before November 23,
2002 described above under "Conversion of PCS Stock at the
Option of Sprint." The conversion of PCS Stock into FON
Stock can occur under these circumstances only if the
conversion date occurs prior to the first anniversary of the
payment of the dividend or redemption price.
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REDEMPTION OF PCS STOCK IN EXCHANGE FOR STOCK OF A
SUBSIDIARY
Sprint may redeem all of the outstanding shares of PCS
Stock in exchange for the outstanding shares of common stock
of one or more wholly-owned subsidiaries that hold all of
the assets and liabilities attributed to the PCS Group if
the following conditions are met
- The redemption must be approved by the affirmative vote
of the holders of a majority of the shares of PCS Stock and
Class A Common Stock, to the extent the Class A Common Stock
represents unissued shares of PCS Stock, voting as a
separate class, if the redemption occurs before November 23,
2000.
- Either the redemption must be tax free to the holders
of PCS Stock or an arrangement must exist such that holders
of PCS Stock, net of related taxes, are in a position
substantially equivalent economically to the position they
would be in if the redemption were tax free.
LIQUIDATION RIGHTS
In the event of the liquidation of Sprint, the prior
rights of creditors and the aggregate liquidation preference
of any Preferred Stock then outstanding must first be
satisfied. The holders of FON Stock, PCS Stock and Class A
Common Stock will be entitled to share in the remaining
assets of Sprint in accordance with the per share
Liquidation Units attributable to each class or series of
common stock. The holders of FON Stock have no special
claim to the assets attributed to the FON Group. The
Liquidation Units attributable to each class of common stock
are as follows:
- Each share of FON Stock is attributed 0.500 Liquidation
Units.
- Each share of PCS Stock is attributed approximately
0.205 Liquidation Units.
- Each share of a series of Class A Common Stock is
entitled to a number of Liquidation Units equal to the sum
of the Liquidation Units associated with the unissued shares
of FON Stock and the unissued shares of PCS Stock underlying
that series of Class A Common Stock at the time of the
liquidation, divided by the aggregate number of outstanding
shares of that series of Class A Common Stock.
The number of Liquidation Units for each share of FON
Stock and each share of PCS Stock will be adjusted for stock
splits, reverse stock splits and other corporate events
affecting the FON Stock or the PCS Stock.
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PREEMPTIVE RIGHTS
No holder of shares of FON Stock, PCS Stock, Class A
Common Stock or any other capital stock of Sprint is
entitled to preemptive rights or subscription rights, other
than pursuant to the Rights issued pursuant to Sprint's
Rights Agreement. France Telecom and Deutsche Telekom have
the contractual right to purchase additional shares of
Series 3 FON Stock and Series 3 PCS Stock from Sprint to
enable them to maintain their ownership level at 20% of
Sprint's voting securities. In addition, at the time of the
acquisition of their shares of Series 2 PCS Stock, Tele-
Communications, Inc., Comcast Corporation and Cox
Communications, Inc. were given contractual rights to
purchase additional shares of Series 2 PCS Stock under
certain circumstances to enable them to maintain certain
ownership levels.
FULLY PAID
The outstanding shares of FON Stock, PCS Stock and
Class A Common Stock are fully paid and nonassessable.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for FON Stock, PCS
Stock and Class A Common Stock is UMB Bank, n.a.
CHANGE OF CONTROL PROVISIONS
The Kansas General Corporation Code and Sprint's
Articles of Incorporation and Bylaws contain provisions
which could discourage or make more difficult a change in
control of Sprint without the support of the Sprint Board.
A summary of these provisions follows.
Vote Required for Certain Business Combinations
Sprint's Articles of Incorporation require that certain
business combinations initiated by a beneficial owner of 10
percent or more of Sprint's voting stock must be approved by
the holders of 80 percent of the outstanding voting stock.
Restriction on Purchase of Equity Securities by Sprint
If the beneficial owner of 5 percent or more of a class
of Sprint's equity securities has held any of the securities
for less than two years, Sprint's Articles of Incorporation
prohibit Sprint from purchasing equity securities of the
same class as the securities held for less than two years
from the 5 percent security holder at a premium over market
price unless Sprint either
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- obtains the approval of the holders of a majority of
the voting power of Sprint's outstanding capital stock,
excluding the shares held by the 5 percent security holder,
or
- makes a tender or exchange offer to purchase securities
of the same class on the same terms to all holders of such
equity securities.
The approval of stockholders is not required in
connection with purchases, redemptions or other acquisitions
by Sprint of Sprint capital stock held by France Telecom,
Deutsche Telekom, certain of their designated subsidiaries
or certain other qualified holders of the Class A Stock
pursuant to the investment agreements entered into with
France Telecom and Deutsche Telekom or Sprint's Articles of
Incorporation.
Classified Board; Removal of Directors
In addition to providing for a classified Board of
Directors, discussed above under "Voting Rights - Classified
Board; No Cumulative Voting," Sprint's Articles of
Incorporation provide that directors who are not elected by
the holders of Class A Stock may be removed only for cause.
Removal for cause requires the affirmative vote of the
holders of a majority of the votes represented by the shares
entitled to vote on the election of that director. The
provisions for a classified Board, together with the
limitation on the removal of directors, makes it more
difficult to remove directors.
Notice Provisions Relating to Stockholder Proposals and
Nominees
Sprint's Bylaws contain provisions requiring a
stockholder to give advance written notice to Sprint of a
proposal or director nomination in order to have the
proposal or the nominee considered at a meeting of
stockholders. The notice must usually be given not less
than 50 days and not more than 75 days before the meeting.
Under the Sprint Bylaws, the stockholders may require that a
special meeting of stockholders be called only if the
holders of a majority of the shares of stock issued and
outstanding and entitled to vote request that the meeting be
called.
Rights Plan
The Sprint Board has adopted a Rights Agreement.
Pursuant to the terms of the Rights Agreement, Rights are
attached to the FON Common Stock, the PCS Common Stock and
the Class A Common Stock. For a description of the FON
Group Rights attached to the FON Common Stock, see Amendment
No. 3 to Sprint's Registration Statement on Form 8-A
relating to the FON Group rights, filed August 4, 1999. For
a description of the PCS Group Rights attached to the PCS
Common Stock, see Amendment No. 2 to Sprint's Registration
Statement on Form 8-A relating to the PCS Group rights,
filed July 26, 1999.
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Business Combination Statute
Kansas has a Business Combination Statute which limits
certain business combinations between Kansas corporations,
like Sprint, and interested stockholders, who are certain
persons beneficially owning a significant percentage of the
voting stock of the corporation. However, business
combinations with a stockholder who became an interested
stockholder in a transaction approved by the corporation's
Board of Directors are exempted from these provisions.
Control Share Acquisition Statute
Kansas also has a Control Share Acquisition Statute
that provides that persons who acquire beneficial ownership
of the voting stock of a corporation in excess of certain
thresholds lose the right to vote the shares acquired in the
transaction resulting in the person exceeding one of the
thresholds, unless the acquisition is approved by
- a majority of the outstanding voting shares of the
corporation, and
- a majority of the outstanding voting shares of the
corporation excluding the shares owned by the person making
the acquisition, shares held by the officers of the
corporation and shares held by directors of the corporation
who are also employees of the corporation.
The thresholds are 20%, 33 1/3% and 50% of the voting power.
Shares acquired directly from the issuing corporation are
not subject to the statute.
Item 2. Exhibits.
4.1 The rights of the Registrant's equity security holders
are defined in the Fifth, Sixth, Seventh and Eighth Articles
of the Registrant's Articles of Incorporation (filed as
Exhibit 4A to Post-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-3 (No. 33-
58488) and incorporated herein by reference).
4.2 Rights Agreement dated as of November 23, 1998 between
the Registrant and UMB Bank, n.a., as Rights Agent (filed as
Exhibit 4.1 to Amendment No. 1 to the Registrant's
Registration Statement on Form 8-A relating to the
Registrant's PCS Group Rights, filed November 25, 1998, and
incorporated herein by reference).
4.3 Tracking Stock Policies of Registrant (filed as Exhibit
4D to Post-Effective Amendment No. 2 to Registrant's
Registration Statement on Form S-3 (No. 33-58488) and
incorporated herein by reference).
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4.4 Amended and Restated Standstill Agreement dated
November 23, 1998, by and among Registrant, France Telecom,
S.A. and Deutsche Telekom AG (filed as Exhibit 4E to Post-
Effective Amendment No. 2 to Registrant's Registration
Statement on Form S-3 (No. 33-58488) and incorporated herein
by reference).
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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: November 22, 1999
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