<PAGE>
As filed with the Securities and Exchange Commission on February 4, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
- ----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------
SPRINT CORPORATION
(Exact name of registrant as specified in its charter)
---------------
Kansas 48-0457967
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
P.O. Box 11315
Kansas City, Missouri 64112
(913) 624-3000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Don A. Jensen, Esq.
Vice President and Secretary
Sprint Corporation
P.O. Box 11315
Kansas City, Missouri 64112
(913) 624-3326
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
WITH COPIES TO:
Bruce N. Hawthorne, Esq. Marc S. Rosenberg, Esq.
E. William Bates II, Esq. Cravath, Swaine & Moore
King & Spalding Worldwide Plaza, 825 Eighth Avenue
1185 Avenue of the Americas New York, New York 10019
New York, New York 10036 (212) 474-1000
(212) 556-2100
---------------
Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after this Registration Statement is declared effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
<PAGE>
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-64241
----------
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
<TABLE>
<CAPTION>
CALCULATION OF ADDITIONAL REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
Amount to be Proposed Maximum Proposed Maximum
Registered Offering Price Aggregate Offering
Title of Shares to be Registered Per Unit Price(1) Amount of Registration Fee(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PCS Common Stock -- Series 1........ 551,149 shares $28.75 $15,845,534 $4,406
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Represents total proceeds registered pursuant to this Registration
Statement. Does not include proceeds from Registration Statement No. 333-
64241, the filing fee for which has already been paid.
------------
(2) Calculated in accordance with Rule 457(a) under the Securities Act of 1933.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
-2-
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the registrant's
Registration Statement on Form S-3 (Registration No. 333-64241), which was
declared effective on February 4, 1999, are incorporated herein by reference.
EXHIBITS
5.1 Opinion of Don A. Jensen
8.2 Opinion of King & Spalding (filed as Exhibit 8.1 to Amendment No.
1 to the Sprint Corporation Registration Statement on Form S-3
(Registration No. 333-64241) and incorporated herein by
reference).
8.3 Opinion of Stinson, Mag & Fizzell (filed as Exhibit 8.3 to
Amendment No. 1 to the Sprint Corporation Registration Statement
on Form S-3 (Registration No. 333-64241) and incorporated herein
by reference).
8.4 Opinion of Stinson, Mag & Fizzell (filed as Exhibit 8.2 to
Amendment No. 1 to the Sprint Corporation Registration Statement
on Form S-4 (Registration No. 333-65173) and incorporated herein
by reference).
23.1.1 Consent of Ernst & Young LLP.
23.1.2 Consent of Deloitte & Touche LLP.
23.1.3 Consent of King & Spalding.
23.1.4 Consent of Don A. Jensen (included in Exhibit 5.1).
23.1.5 Consent of Stinson, Mag & Fizzell.
24.1 Power of Attorney of the officers and directors of the Registrant
signing this Registration Statement (filed as Exhibit 24.1 to the
Sprint Corporation Registration Statement on Form S-3
(Registration No. 333-64241) and incorporated herein by
reference).
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Westwood, State of Kansas, on the 4th day of
February, 1999.
SPRINT CORPORATION
/s/ Arthur B. Krause
By________________________________
Executive Vice President--Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ W.T. Esrey* Chairman of the Board and February 4, 1999
- ------------------------------------- Chief Executive Officer
(W.T. Esrey) (Principal Executive
Officer)
/s/ A.B. Krause* Executive Vice President-- February 4, 1999
- ------------------------------------- Chief Financial Officer
(A.B. Krause) (Principal Financial
Officer)
/s/ J.P. Meyer* Senior Vice President and February 4, 1999
- ------------------------------------- Controller (Principal
(J.P. Meyer) Accounting Officer)
/s/ DuBose Ausley* Director February 4, 1999
- -------------------------------------
(DuBose Ausley)
/s/ Warren L. Batts* Director February 4, 1999
- -------------------------------------
(Warren L. Batts)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Michel Bon* Director February 4, 1999
- -------------------------------------
(Michel Bon)
/s/ I.O. Hockaday, Jr.* Director February 4, 1999
- -------------------------------------
(Irvine O. Hockaday, Jr.)
/s/ Harold S. Hook* Director February 4, 1999
- -------------------------------------
(Harold S. Hook)
/s/ Ronald T. LeMay* Director February 4, 1999
- -------------------------------------
(Ronald T. LeMay)
/s/ Linda K. Lorimer* Director February 4, 1999
- -------------------------------------
(Linda Koch Lorimer)
/s/ Charles E. Rice* Director February 4, 1999
- -------------------------------------
(Charles E. Rice)
/s/ Ron Sommer* Director February 4, 1999
- -------------------------------------
(Ron Sommer)
/s/ Stewart Turley* Director February 4, 1999
- -------------------------------------
(Stewart Turley)
</TABLE>
/s/ Arthur B. Krause
*By
-----------------------
For himself and as Attorney-
in-fact
<PAGE>
EXHIBIT 5.1
[Sprint Letterhead]
February 4, 1999
Sprint Corporation
2330 Shawnee Mission Parkway
Westwood, Kansas 66205
Gentlemen:
In connection with your proposed underwritten public offering,
issuance and sale of the shares of PCS Common Stock - Series 1, $1.00 par value
("PCS Shares"), covered by your Registration Statement (the "462(b) Registration
Statement") to be filed with the Securities and Exchange Commission pursuant to
Rule 462(b) of the Securities Act of 1933, as amended (the "Act"), that relates
to your Registration Statement on Form S-3, File No. 33-64241 (together with the
462(b) Registration Statement, the "Registration Statement"), I have examined
the Registration Statements and such other documents, records and matters I have
considered necessary or appropriate for the purpose of rendering this opinion.
Based upon such examination, I am of the opinion that:
1. Sprint Corporation is a corporation duly organized and
validly existing under the laws of the State of Kansas.
2. The PCS Shares have been duly and validly authorized and,
when (i) the 462(b) Registration Statement has become effective under the Act
and (ii) the PCS Shares are issued and sold in the manner described in the
Registration Statements, such PCS Shares will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to
the 462(b) Registration Statement and the reference made to me under the caption
"Legal Matters" in the prospectuses forming a part of the Registration
Statements. In giving this consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Don A. Jensen
Don A. Jensen
<PAGE>
EXHIBIT 23.1.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the references to our firm under the captions "Historical PCS
Group Summary Financial Data," "Sprint Corporation Summary Financial Data,"
"Historical PCS Group Selected Financial Data," "Sprint Corporation Selected
Financial Data," and "Experts," and to the use of our reports for Sprint
Corporation dated February 3, 1998 (except Note 1, as to which the date is May
26, 1998) and our report for the PCS Group dated May 26, 1998, included in the
Registration Statement (Form S-3 No. 333-64241) and related Prospectus of Sprint
Corporation and incorporated by reference in this Registration Statement (Form
S-3) of Sprint Corporation, to the incorporation by reference therein of our
reports for Sprint Corporation and the FON Group dated February 3, 1998 (except
Note 1, as to which the date is May 26, 1998) and our report for the PCS Group
dated May 26, 1998, included in Sprint's Proxy Statement/Prospectus that forms a
part of the Registration Statement (Form S-4 No. 333-65173) and in Sprint's
Current Report (Form 8-K) dated November 2, 1998, and to the incorporation by
reference therein of our report dated February 3, 1998, with respect to the
consolidated financial statements and schedule of Sprint Corporation included in
its Annual Report (Form 10-K) for the year ended December 31, 1997, all filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Kansas City, Missouri
February 1, 1999
<PAGE>
EXHIBIT 23.1.2
INDEPENDENT AUDITORS' CONSENTS
We consent to the incorporation by reference in this Registration Statement of
Sprint Corporation on Form S-3 of our report dated May 26, 1998 (August 6, 1998
as to Note 4), on the combined financial statements of Sprint Spectrum Holding
Company, L.P. and subsidiaries; MinorCo, L.P. and subsidiaries; PhillieCo
Partners I, L.P. and subsidiaries and PhillieCo Partners II, L.P. and
subsidiaries (which expresses an unqualified opinion and includes an explanatory
paragraph referring to the emergence from the development stage), included in
Registration Statement Nos. 333-64241 and 333-65173 and in Form 8-K dated
November 2, 1998, which are incorporated by reference in this Registration
Statement, and of our report dated May 26, 1998 (August 6, 1998 as to Note 4)
relating to the combined financial statement schedule appearing in Registration
Statement Nos. 333-64241 and 333-65173, which are incorporated by reference in
this Registration Statement.
We consent to the incorporation by reference in this Registration Statement of
Sprint Corporation on Form S-3 of our report dated February 3, 1998, on Sprint
Spectrum Holding Company, L.P. and subsidiaries (which expresses an unqualified
opinion and includes an explanatory paragraph referring to the emergence from
the development stage), appearing in the Annual Report on Form 10-K of Sprint
Corporation for the year ended December 31, 1997, and incorporated by reference
in Form 8-K dated November 2, 1998, and Registration Statement Nos. 333-64241
and 333-65173, which are incorporated by reference in this Registration
Statement.
We consent to the incorporation by reference in this Registration Statement of
Sprint Corporation on Form S-3 of our reports dated February 3, 1998, on Sprint
Spectrum L.P. and Sprint Spectrum Finance Corporation (which express unqualified
opinions and include explanatory paragraphs referring to the emergence from the
development stage), incorporated by reference in Registration Statement Nos.
333-64241 and 333-65173, which are incorporated by reference in this
Registration Statement.
/s/ Deloitte & Touche LLP
Kansas City, Missouri
February 4, 1999
<PAGE>
EXHIBIT 23.1.3
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
Telephone 404/572-4600
Facsimile 404/572-5100
Direct Dial: Direct Fax:
404/572-4600 404/572-5100
February 4, 1999
Sprint Corporation
2330 Shawnee Mission Parkway
Westwood, Kansas 66205
Re: Consent
-------
Ladies and Gentlemen:
We hereby consent to the incorporation by reference of our opinion dated
January 22, 1999, filed as Exhibit 8.1 to Amendment No. 1 to your Registration
Statement on Form S-3 (Registration No. 333-64241) (the "Registration
Statement") as an exhibit to your Registration Statement filed with the
Securities and Exchange Commission pursuant to Rule 462(b) under the Securities
Act of 1933 (the "462(b) Filing") relating to the public offering covered by the
Registration Statement and the 462(b) Filing, and to the reference of our name
under the caption "Certain Federal Income Tax Consequences" in the Prospectus
contained in the Registration Statement, which is incorporated by reference into
the 462(b) Filing.
In giving such consent, we do not thereby admit that we are included within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ King & Spalding
KING & SPALDING
<PAGE>
EXHIBIT 23.1.5
[LETTERHEAD OF STINSON, MAG & FIZZELL]
February 4, 1999
Sprint Corporation
2330 Shawnee Mission Parkway
Westwood, KS 66205
Re: Consent
Ladies and Gentlemen:
We hereby consent to the incorporation by reference of (i) our
opinion dated January 22, 1999, filed as Exhibit 8.3 to Amendment No. 1 to your
Registration Statement on Form S-3 (Registration No. 333-64241) (the
"Registration Statement"), and (ii) our opinion dated May 26, 1998, filed as
----------------------
Exhibit 8.2 to Amendment No. 1 to your Registration Statement on Form S-4
(Registration No. 333-65173), as exhibits to your Registration Statement filed
with the Securities and Exchange Commission pursuant to Rule 462(b) under the
Securities Act of 1933 (the "462(b) Filing") relating to the public offering
-------------
covered by the Registration Statement and the 462(b) Filing.
In giving such consent, we do not hereby admit that we are included
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations promulgated thereunder.
Very truly yours,
STINSON, MAG & FIZZELL, P.C.
By: /s/ Craig L. Evans
---------------------------------
Craig L. Evans
