SPRINT CORP
8-K, 2000-10-17
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


                            FORM 8-K

                         CURRENT REPORT

Pursunt to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)   October 17, 2000



                       SPRINT CORPORATION
     (Exact name of Registrant as specified in its charter)

          Kansas                 1-04721                    48-0457967
(State of Incorporation)  (Commission File Number)       (I.R.S. Employer
                                                        Identification No.)


   2330 Shawnee Mission Parkway, Westwood, Kansas           66205
     (Address of principal executive offices)            (Zip Code)


Registrant's telephone number, including area code (913) 624-3000



 (Former name or former address, if changed since last report)


          P. O. Box 11315, Kansas City, Missouri 64112
        (Mailing address of principal executive offices)

<PAGE>

Item 5.  Other Events

Sprint Board Approves Offer to Cancel and Replace Certain Stock Options
Granted to Employees

     On  October  17,  2000,  Sprint  Corporation  announced  that its  Board of
Directors had approved a proposal to offer  employees a choice to cancel certain
stock options granted to them in 2000 in exchange for new options to purchase an
equal  number of the same class of shares.  The new options  will be granted six
months and one day from the date the old options  are  cancelled.  The  exercise
price of the new options will be the market price on the grant date.

     The exchange offer will not be available to members of the Board of
Directors of Sprint, including Mr. Esrey, Chief Executive Officer of Sprint,
and Mr. LeMay, President and Chief Operating Officer of Sprint.

     The options  were  granted  under  Sprint's  1990 Stock Option Plan and its
Management  Incentive  Stock  Option  Plan.  The  majority of the  options,  for
approximately  14.0 million  shares of FON Stock and 12.2 million  shares of PCS
Stock, were granted in January and February, 2000, before the U.S. Department of
Justice had determined  that it would oppose the proposed  merger of Sprint with
WorldCom,  Inc. The options to purchase FON Stock have exercise  prices  ranging
from  $61.9375  to $66.25 and the options to  purchase  PCS Stock have  exercise
prices  ranging  from  $51.15625 to $54.25.  Options  granted in August 2000 for
approximately 3.6 million shares of FON Stock with an exercise price of $36.4375
per share and 1.9 million  shares of PCS Stock with an exercise price of $55.125
per  share,  as well  as  miscellaneous  options  granted  at  other  times  for
approximately  200,000 shares of FON Stock and 200,000 shares of PCS Stock,  are
also included in the exchange offer.  Due to the decline in market price of both
classes of Sprint's common stock following  termination of the merger agreement,
as well as a  decline  in the  stock  price of all  telecommunication  companies
generally that also affected  Sprint's common stocks,  Sprint's Board determined
that these options are no longer adequate to provide (1) satisfactory  incentive
to enhance  shareholder value or (2) the retentive value needed in today's tight
employment market.

     Options for an aggregate of approximately 17.8 million shares of FON Stock,
with a weighted  average  exercise  price of $59.15 per share,  and 14.3 million
shares of PCS Stock, with a weighted average exercise price of $52.54 per share,
will be subject to the exchange offer. This is 28.4% of the outstanding  options
to  purchase  FON Stock and 34.7% of the  outstanding  options to  purchase  PCS
Stock.  At July 31, 2000,  Sprint had  outstanding  798.4 million  shares of FON
Stock,  928.2 million  shares of PCS Stock,  and 86.2 million  shares of Class A
Common Stock,  which can be converted by the holders into 86.2 million shares of
FON Stock and 43.1 million shares of PCS Stock.

     Employees  who accept the offer must  accept the offer with  respect to all
covered options. In order to receive the new options,  the employees must remain
employed until the new grant date. In addition,  the majority of the new options
will have extended  vesting  requirements  in order to increase their  retentive
value to the corporation.

<PAGE>


                           SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, hereunto duly authorized.


                               SPRINT CORPORATION


Date: October 17, 2000             By: /s/ Michael T. Hyde
                                       Michael T. Hyde
                                       Assistant Secretary



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