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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
EARTHLINK, INC.
(Name of Issuer)
________________
Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)
270321-10-2
(CUSIP Number of Class of Securities)
________________
Don A. Jensen, Esq.
Sprint Corporation
2330 Shawnee Mission Parkway
Westwood, Kansas 66205
(913) 624-3326
(Name, Address and Telephone Number of Person Authorized
to Receive Notes and Communications)
Copies to:
Craig L. Evans, Esq.
Stinson, Mag & Fizzell, P.C.
1201 Walnut Street
Kansas City, Missouri 64106
(816) 842-8600
________________________
May 8, 2000
(Date of Event which Requires Filing of this Statement)
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Page 2 of 8 Pages
13D/A
CUSIP NO. 270321-10-2
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(1) NAME OF REPORTING PERSONS: I.R.S. IDENTIFICATION NO. OF
ABOVE PERSONS
Sprint Corporation 48-0457967
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS:
WC, OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e): [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION:
Kansas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
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(7) SOLE VOTING POWER 48,815,102
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(8) SHARED VOTING POWER 10,783,201*
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(9) SOLE DISPOSITIVE POWER 48,815,102
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(10) SHARED DISPOSITIVE POWER 10,783,201*
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 59,598,303*
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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(13) PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (11):
36.95%
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(14) TYPE OF REPORTING PERSON*:
CO
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* Reflects highest number of shares as to which voting power or
dispositive power is shared by virtue of membership in the
group described in Item 2 based on information available in
the Issuer's Registration Statement on Form S-4 (File No. 333-
94177) and taking into account the 1.615 to 1 conversion
ratio of the merger described therein.
<PAGE>
13D/A
ITEM 1. SECURITY AND ISSUER.
The name of the issuer is EarthLink, Inc., a Delaware
corporation (the "Company"), and the address of its principal
executive offices is 3100 New York Drive, Pasadena, CA 91007.
Effective on February 5, 2000, EarthLink Network, Inc. ("Former
EarthLink") and Mindspring Enterprises, Inc. each merged into the
Company, as more fully described in the Company's Registration
Statement on Form S-4 (SEC File No. 333-94177) (the "Merger").
This Amendment No. 1 to Schedule 13D relates to (a) 20,025,797
shares of Series B Convertible Preferred Stock, par value $.01
per share of Earthlink ("Series B Preferred") convertible into
20,025,797 shares of common stock and 5,997,639 shares of common
stock, par value $.01 per share (the "Shares" or "Common Stock")
that Sprint agreed to acquire on May 8, 2000 pursuant to certain
"top-up rights" (the "Top-up Purchase") that Sprint has pursuant
to the Governance Agreement, dated February 10, 1998, between
Sprint, Sprint LP and the Former EarthLink (the "Governance
Agreement"), which "top-up rights" became exercisable as a result
of the Merger upon delivery of a "top up notice" delivered by the
Company to Sprint and (b) 250,000 and 427,627 shares of common
stock acquired on April 12, 2000 and April 26, 2000,
respectively, from Kevin M. O'Donnell, a director of the Company.
According to information provided by the Company, there were
118,991,874 Shares outstanding as of April 30, 2000. There were
20,025,797 shares of Series B Preferred and 5,997,639 shares of
Common Stock subsequently issued to Sprint pursuant to the Top-up
Purchase, which results in a total of 145,015,310 Shares
outstanding on the date hereof, based upon information available
to Sprint (which number does not include the 16,276,972 Shares of
Common Stock issuable upon conversion of the Series A Preferred
Stock and Series B Preferred Stock issued prior to April 30,
2000).
ITEM 2. IDENTITY AND BACKGROUND.
Sprint Corporation, is a Kansas corporation, and the address
of its principal executive offices is 2330 Shawnee Mission
Parkway, Westwood, Kansas 66205. Sprint is a diversified
telecommunications holding company providing domestic and
international voice, video and data communications through its
subsidiaries. Sprint has two major groups consisting of its FON
Group and PCS Group. The main activities of the FON Group include
its core businesses, consisting of domestic and international
long distance communications, local exchange communications, and
product distribution and directory publishing activities. The
FON Group also includes results from Sprint ION (SM), and other
ventures. The PCS Group includes Sprint's domestic wireless
mobile phone services. It operates the only 100% digital PCS
wireless network in the United States, with licenses to provide
nationwide service using a single frequency and a single
technology.
In order to induce Sprint and Sprint L.P. to enter into the
Investment Agreement, dated February 10, 1998 among the
Purchaser, Sprint L.P., the Former EarthLink, Dolphin, Inc.
("Newco") and Dolphin Sub, Inc. ("Newco Sub") (the "Investment
Agreement") and perform the transactions contemplated thereby (as
described under the caption "Introduction" and in Section 12
("Purpose of the Offer, The Investment Agreement; Ancillary
Agreements") of the Offer to Purchase, dated February 18, 1998,
attached as Exhibit (a)(1) to the Schedule 14-D filed by Sprint
with Former EarthLink on February 18, 1998, which is incorporated
herein by<PAGE> reference), Sprint and the following stockholders
(the "SA Stockholders") entered into a Stockholders Agreement
(the "Stockholders Agreement"), which became effective on June 5,
1998, covering all of the Shares or other equity securities of
Newco they then or thereafter own of record or beneficially
("Covered Shares"): Sky Dayton, Chairman of the Board of the
Company, Quantum Industrial Partners LDC, Kevin M. O'Donnell, a
director of the Company, Reed Slatkin, a director of the Company
(through Reed Slatkin & Associates), George Soros, and Sidney
Azeez, a director of the Company. The Stockholders Agreement
obligates the SA Stockholders to (i) vote all of the Covered
Shares in favor of a Sprint Offer or Qualified Offer (as the
terms Sprint Offer and Qualified Offer are defined in Section 12
of the Offer to Purchase under the subcaptions "Purchases of
Additional Equity Securities; Business Combinations" and "Third
Party Offers", respectively) involving a business combination or
related matter, and (ii) to tender all of the Covered Shares into
a tender offer initiated by the Purchaser to effect a Sprint
Offer or a Qualified Offer.
Sprint and Sprint L.P. may be deemed to be members of a
group with the SA Stockholders with respect to the agreements to
vote the 10,783,201 Covered Shares of Common Stock contemplated
by the Stockholders Agreement, and thus may be viewed as sharing
voting power with respect to the Covered Shares. By virtue of
such shared voting powers, Sprint may be deemed to share
beneficial ownership of the Covered Shares. Sprint does not have
knowledge of the information called for by Instruction C to
Schedule 13D with respect to the members of such group and
therefore is not required to report such information in this
Amendment No. 1 to Schedule 13D pursuant to Rule 13d-1(k)(2),
except for the information set forth under the caption
"Beneficial Ownership of Common Stock" in the Company's Joint
Proxy Statement/Prospectus dated January 7, 2000.
During the last five years, neither Sprint, nor, to the best
of Sprint's knowledge, any of the executive officers or directors
of Sprint, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or was a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which any such person was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such
law.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Section 10 ("Source and Amount
of Funds") of the Offer to Purchase is incorporated herein by
reference. Sprint has agreed to pay the Company $431,460,761.85,
on May 26, 2000, for the Top-up Purchase, which funds are to be
obtained by the Purchaser from its available working capital and
the issuance of debt.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(h) The information set forth under the caption
"Introduction" and in Sections 7 ("Effect of the Offer on the
Market for Common Stock; Stock Quotation; and Exchange Act
Registration") and 12 ("Purpose of the Offer, The Investment
Agreement; Ancillary Agreements") of the Offer to Purchase is
incorporated herein by reference.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(c) Sprint has Sole Voting Power and Sole Dispositive
Power of the 48,815,102 Shares beneficially owned by Sprint.
Sprint has Shared Voting Power of the 10,783,201 Covered Shares
held by the SA Stockholders listed in Item 2 as follows: Sky
Dayton, 4,472,858; Quantum Industrial Partners LDC, 1,507,021;
Kevin M. O'Donnell, 1,665,667; Reed Slatkin, 2,485,831; George
Soros, 346,490; and Sidney Azeez, 305,327.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES.
The persons identified in Item 2 are each parties to the
Stockholders Agreement described in Item 2 hereof.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated February 18, 1998.*
(b)(1) Investment Agreement, dated February 10, 1998,
between Sprint Corporation, Sprint Communications
Company L.P., EarthLink Network, Inc., Dolphin, Inc.
and Dolphin Sub, Inc.*
(b)(2) Governance Agreement, dated February 10, 1998,
between Sprint Corporation, Sprint Communications
Company L.P., EarthLink Network, Inc. and Dolphin,
Inc.*
(b)(3) Stockholders' Agreement, dated February 10, 1998,
between Sprint Corporation, Sprint Communications
Company L.P., the Company, Dolphin, Inc. and the SA
Stockholders (as defined in Section 2).*
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* Filed with the combined Schedule 14D-1 and Schedule 13D dated
February 18, 1998 and incorporated by reference herein.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: May 18, 2000.
SPRINT CORPORATION
By: /s/ Don A. Jensen
Name: Don A. Jensen
Title: Vice President
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
(a)(1) Offer to Purchase, dated February 18, 1998.*
(b)(1) Investment Agreement, dated February 10, 1998, between
Sprint Corporation, Sprint Communications Company L.P.,
EarthLink Network, Inc., Dolphin, Inc. and Dolphin Sub,
Inc.*
(b)(2) Governance Agreement, dated February 10, 1998, between
Sprint Corporation, Sprint Communications Company L.P.,
EarthLink Network, Inc. and Dolphin, Inc.*
(b)(3) Stockholders' Agreement, dated February 10, 1998,
between Sprint Corporation, Sprint Communications
Company L.P., the Company, Dolphin, Inc. and the SA
Stockholders (as defined in Section 2).*
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* Filed with combined Schedule 14D-1 and Schedule 13D dated
February 18, 1998 and incorporated by reference herein.
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