SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 4)
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)
Item 1. Description of Registrant's Securities to be Registered.
AUTHORIZED CAPITAL STOCK
The 8,920,000,000 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, other than the Class A Common Stock, is
divided into three or more series, as follows:
FON Stock
o 2,500,000,000 shares of FON Common Stock, Series 1, par value $2.00
per share
o 500,000,000 shares of FON Common Stock, Series 2, par value $2.00
per share
o 1,200,000,000 shares of FON Common Stock, Series 3, par value $2.00
per share
PCS Stock
o 3,000,000,000 shares of PCS Common Stock, Series 1, par value $1.00
per share
o 1,000,000,000 shares of PCS Common Stock, Series 2, par value $1.00
per share
o 600,000,000 shares of PCS Common Stock, Series 3, par value $1.00
per share
Preferred Stock
o 95 shares of Preferred Stock-Fifth Series, no par value
o 1,500,000 shares of Preferred Stock-Sixth Series, no par value
o 300,000 shares of Preferred Stock-Seventh Series, Convertible, no par
value
o 1,250,000 shares of Preferred Stock-Eighth Series, no par value
The Class A Common Stock consists of 100,000,000 shares of Class A Common
Stock, having no series designation and a par value at March 31, 2002, of $.50
per share.
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All Class A Common Stock - Series DT has been retired and all reference to that
series of Class A Common Stock has been deleted from Sprint's Articles of
Incorporation.
Sprint's Articles of Incorporation authorize 20,000,000 shares of Preferred
Stock or 16,949,905 shares of Preferred Stock in addition to the series
enumerated above. Sprint may issue the additional shares of Preferred Stock 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 the Sprint 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 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 holders of Series 2 PCS Stock 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 in most cases when
it is transferred 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 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 only to France Telecom, Deutsche Telekom AG and a
subsidiary of Deutsche Telekom. Deutsche Telekom and its subsidiary have sold
all of their shares of Class A Stock. France Telecom has sold all of its shares
of Series 3 FON Stock and all of the FON Stock underlying its shares of Class A
Common Stock.
Initially, each share of Class A Common Stock entitled the holder to 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 does not change the number of outstanding shares of
Class A 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
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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. For example, when France Telecom sold all of the FON Stock
underlying its Class A Common Stock, the par value of its Class A Common Stock
was reduced to $0.50 per share from $2.50 per share.
The holders of the Series 3 FON Stock may at any time convert their shares
of Series 3 FON Stock into shares of Series 1 FON Stock and the holders of the
Series 3 PCS Stock may at any time convert their shares of Series 3 PCS Stock
into shares of Series 1 PCS Stock. This also applies to any shares of Series 3
FON Stock or Series 3 PCS Stock that are issuable with respect to the Class A
Common Stock.
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 outstanding series of FON Stock. In addition,
it must declare an equivalent dividend on any 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 surplus of Sprint. Net losses of either
the PCS Group or the Sprint 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 any FON Stock underlying the Class A
Common Stock, may be paid only out of the lesser of
o the funds of Sprint legally available for the payment of dividends, and
o 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 any FON Stock underlying the Class A Common Stock, under
the Kansas General Corporation Code if the Sprint FON Group were a
separate company. The assets of the Sprint 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
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distribution of shares of PCS Stock on the FON Stock if the shares to be issued
represent an inter-group interest of the Sprint 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 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:
o The holders of the Series 1 FON Stock, the Series 3 FON Stock and the
Fifth Series Preferred Stock have one vote per share.
o 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 $35 and the Average
Trading Price of one share of Series 1 FON Stock is determined to be $30,
each share of Series 1 PCS Stock and Series 3 PCS Stock would have 1.167
votes.
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o 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.
o 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. At March 31, 2002, each
share of Seventh Series Preferred Stock was convertible into 65.04784
shares of Series 1 PCS Stock or Series 2 PCS Stock, depending on who held
the share of Seventh Series Preferred Stock.
o 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. Currently, there is
no FON Stock underlying the Class A Common Stock. There would be FON
Stock underlying the Class A Common Stock only if the PCS Stock is
converted into FON Stock. See "Conversion of PCS Stock at the Option of
Sprint" below.
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:
o The holders of the Series 1 FON Stock, the Series 3 FON Stock and the
Fifth Series Preferred Stock would have one vote per share.
o The holders of the Series 2 FON Stock would have 1/10 of a vote per
share.
o 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 65 shares of Series 1 FON Stock, that share of Seventh Series
Preferred Stock would have 65 votes. If under the same circumstances the
share of Seventh Series Preferred Stock was convertible into 65 shares of
Series 2 FON Stock, it would have 6.5 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.
o The holders of shares of Class A Common Stock would have the number of
votes per share equal to the votes represented by the shares or fraction
of a share of 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
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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.
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 votes 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
o increase or decrease the number of authorized shares of FON Stock;
o increase or decrease the par value of shares of FON Stock; or
o change the powers, preference or special rights of the shares of FON
Stock so as to affect them adversely.
Because there is no FON Stock currently underlying the outstanding shares
of Class A Common Stock, the Class A Common Stock would not have any vote when
voting together with the FON Stock as a single class. However, if the PCS Stock
is converted into FON Stock, the PCS Stock underlying the Class A Common Stock
would convert into FON Stock underlying the Class A Common Stock. See
"Conversion of PCS Stock at the Option of Sprint" below.
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.
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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 an increase in the
authorized shares of the class.
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.
The affirmative vote of two-thirds of the votes to which the holders of the
outstanding shares of the Seventh Series Preferred Stock are entitled is
necessary for authorizing or effecting the amendment, alteration or repeal of
any of the provisions of the Articles of Incorporation which would materially
and adversely affect the voting powers, preferences, rights, powers or
privileges, qualifications, limitations and restrictions of the Seventh Series
Preferred Stock.
Classified Board; No Cumulative Voting
The Sprint Board is divided into three classes, with each class consisting,
as nearly as possible, of one-third of the total number of the directors. Only
one class is elected each year, and it is elected for a three-year term. The
holders of all classes and series of stock, including the Class A Stock, are
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.
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CONVERSION OF PCS STOCK AT THE OPTION OF SPRINT
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
Average Trading Price is less than 90% of the ratio as determined over a
60-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 Series 1 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
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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 Sprint FON Group.
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 condition is met
o 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 Sprint FON Group. The Liquidation Units attributable to each
class of common stock are as follows:
o Each share of FON Stock is attributed one Liquidation Unit.
o Each share of PCS Stock is attributed 0.2046 Liquidation Units.
o Each share 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 or the unissued shares of PCS Stock
underlying the Class A Common Stock at the time of the liquidation,
divided by the aggregate number of outstanding shares of Class A Common
Stock.
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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.
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. 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 and PCS Stock is UMB Bank,
n.a., Kansas City, Missouri.
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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o 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
o makes a tender or exchange offer to purchase securities of the same class
on the same terms to all holders of those 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 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 an annual meeting of stockholders. The
notice must usually be given not less than 120 days and not more than 150 days
before the first anniversary of the preceding year's annual meeting. Under the
Sprint Bylaws, a special meeting of stockholders may be called only by the
Chairman, the President or the Board of Directors of Sprint. In order for
business to be conducted at a special meeting of stockholders, it must be either
specified in the notice of meeting given by or at the direction of the Sprint
Board of Directors or otherwise properly brought before the meeting by or at the
direction of the Sprint Board of Directors.
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
o a majority of the outstanding voting shares of the corporation, and
o 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.
3.1 Articles of Incorporation of Registrant, as amended (filed as Exhibit 3(a)
to Registrant's Annual Report on Form 10-K/A for the year ended December
31, 2001, and incorporated herein by reference).
3.2 Bylaws of the Registrant, as amended (filed as Exhibit 3.2 to Amendment No.
4 to the Registrant's Registration Statement on Form 8-A relating to the
Registrant's Series 1 PCS Common Stock, filed April 17, 2002, and
incorporated herein by reference).
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. See Exhibit 3.1.
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
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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 4(c) to the
Registrant's Annual Report on Form 10-K/A for the year ended December 31,
2001, and incorporated herein by reference).
4.4 Amended and Restated Standstill Agreement dated November 23, 1998, by and
among Registrant, France Telecom 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),
as amended by the Master Transfer Agreement dated January 21, 2000 between
and among France Telecom, Deutsche Telekom AG, NAB Nordamerika Beteiligungs
Holding GmbH, Atlas Telecommunications, S.A., the Registrant, Sprint Global
Venture, Inc. and the JV Entities set forth in Schedule II thereto (filed
as Exhibit 2 to the Registrant's Current Report on Form 8-K dated January
26, 2000 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: April 16, 2002