SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 6)
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 organization) (I.R.S. Employer
Identification No.)
P.O. Box 7997
Shawnee Mission, KS 66207-0997
(Address of principal (zip code)
executive office)
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
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), 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), check the following box
Securities Act registration statement file number to which this form relates:
_______________________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
EXPLANATORY NOTE
Sprint Corporation is filing this amendment number 6 to its Registration
Statement on Form 8-A relating to its Series 1 FON Common Stock to reflect the
fact that, following conversion of all outstanding shares of Class A Common
Stock, Series 3 FON Common Stock and Series 3 PCS Common Stock into shares of
Series 1 FON Common Stock and Series 1 PCS Common Stock and the retirement of
the Class A Common Stock, a Certificate of Retirement was filed with the Kansas
Secretary of State which reduced the authorized capital stock of the corporation
by eliminating the authorized shares of Class A Common Stock, Series 3 FON
Common Stock and Series 3 PCS Common Stock. The Certificate of Retirement also
eliminated reference to the Class A Common Stock, Series 3 FON Common Stock and
Series 3 PCS Common Stock from Sprint's Articles of Incorporation. Sprint's
Board of Directors subsequently adopted Restated Articles of Incorporation which
restated and integrated the Articles of Incorporation as previously amended and
supplemented.
In addition, this amendment number 6 reflects the fact that the Sprint
Board of Directors adopted an amendment to Sprint's Bylaws to provide that the
Kansas Control Share Acquisition Act does not apply to acquisitions of Sprint
stock.
Item 1. Description of Registrant's Securities to be Registered.
AUTHORIZED CAPITAL STOCK
The 7,020,000,000 shares of authorized capital stock of Sprint are divided
into two classes of common stock and a class of preferred stock. The common
stock consists of the FON Common Stock and the PCS Common Stock. Each class of
stock is divided into 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
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
Preferred Stock
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
Sprint's Articles of Incorporation authorize 20,000,000 shares of Preferred
Stock or 16,950,000 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 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. The trust is in the process of dissolution and is distributing
its
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shares of Series 2 PCS Stock to its beneficiaries, Liberty Media Corporation and
its subsidiaries. That trust, Liberty Media Corporation, 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 (or Preferred Stock - Seventh Series, Convertible, that
converts into 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.
Both France Telecom and Deutsche Telekom have sold all of their shares of
FON Stock and PCS Stock, including the shares underlying their Class A Common
Stock, and their shares of Class A Common Stock have been cancelled. A
Certificate of Retirement was filed with the Kansas Secretary of State which
amended Sprint's Articles of Incorporation to eliminate all reference to the
Series 3 FON Stock, the Series 3 PCS Stock and the Class A Common Stock. This
Certificate of Retirement reduced the authorized capital stock to its current
levels summarized above.
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.
Dividends on the FON Stock and the PCS 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 or FON Stock, will reduce funds legally available for the payment of
dividends on both classes of common stock.
The Tracking Stock Policies adopted by the Sprint Board require that
dividends on the FON 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 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.
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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 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.
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
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 have one vote per share.
o The holders of the Series 1 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 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 $5 and the Average Trading
Price of one share of Series 1 FON Stock is determined to be $15, each
share of Series 1 PCS Stock would have .333 votes.
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 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 November 30, 2003,
each share of Seventh Series Preferred Stock was
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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.
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 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. If the PCS Stock is converted into FON Stock, 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.
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 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.
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 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.
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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
Until the 2004 Annual Meeting of Stockholders, the Sprint Board will be
divided into three classes, with each class consisting, as nearly as possible,
of one-third of the total number of the directors. At the 2003 Annual Meeting of
Stockholders, the stockholders approved an amendment to Sprint's Articles of
Incorporation declassifying the board. Under the amendment, each director
elected at or after the 2004 Annual Meeting of Stockholders will be elected for
a one-year term. Directors elected before that meeting will serve the remaining
duration of their three-year terms.
The holders of all classes and series of 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 2 FON Stock, Series 1 PCS Stock and Series 2 PCS 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 2 FON Stock, Series 1 PCS Stock and
Series 2 PCS Stock held by Aliens to be redeemed at a price equal to the fair
market value of the shares, except that the redemption price with respect to
shares of Series 1 FON Stock or Series 1 PCS Stock 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
The Sprint Board may convert the outstanding shares 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.
The Articles of Incorporation authorize the Sprint Board to 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
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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 in
these circumstances, 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 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 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 and PCS Stock will be entitled
to share in the remaining assets of Sprint in accordance with the per share
Liquidation Units attributable to each class 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.
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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, 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 and PCS 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
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.
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The approval of stockholders is not required in connection with purchases,
redemptions or other acquisitions of Sprint stock from France Telecom, Deutsche
Telekom, or certain of their designated subsidiaries pursuant to Sprint's
Articles of Incorporation.
Removal of Directors
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. This limitation 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 Stock and the PCS Stock.
For a description of the FON Group Rights attached to the FON Stock, see
Amendment No. 4 to Sprint's Registration Statement on Form 8-A relating to the
FON Group rights, filed April 2, 2003. For a description of the PCS Group Rights
attached to the PCS Stock, see Amendment No. 3 to Sprint's Registration
Statement on Form 8-A relating to the PCS Group rights, filed April 2, 2003.
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
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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.
Sprint has opted out of the Kansas Control Share Acquisition Act by amending its
Bylaws to provide that the Act does not apply to acquisitions of Sprint Stock.
By opting out of this Act, shares of Sprint stock acquired in a transaction
resulting in beneficial ownership of voting stock in excess of one of these
thresholds would retain their voting rights without shareholder approval.
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Item 2. Exhibits.
3.1 Restated Articles of Incorporation of Sprint.
3.2 Bylaws of Sprint, as amended (filed as Exhibit 3(b) to Sprint's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2003, and
incorporated herein by reference).
4.1 The rights of Sprint's equity security holders are defined in the Fifth,
Sixth, Seventh and Eighth Articles of Sprint's Articles of Incorporation.
See Exhibit 3.1.
4.2 Provision regarding Kansas Control Share Acquisition Act is in Article II,
Section 5 of the Bylaws. Provisions regarding Stockholders' Meetings are
set forth in Article III of the Bylaws. Provisions regarding the Capital
Stock Committee are set forth in Article IV, Section 12 of the Bylaws. See
Exhibit 3.2.
4.3 Amended and Restated Rights Agreement dated as of November 23, 1998 between
Sprint and UMB Bank, n.a., as Rights Agent (filed as Exhibit 4.1 to
Amendment No. 1 to Sprint's Registration Statement on Form 8-A relating to
Sprint's PCS Group Rights, filed November 25, 1998, and incorporated herein
by reference).
4.4 Amendment dated as of March 28, 2003, to Amended and Restated Rights
Agreement between Sprint and UMB Bank, n.a., as Rights Agent (filed as
Exhibit 4.1(b) to Amendment No. 3 to Sprint's Registration Statement on
Form 8-A relating to Sprint's PCS Group Rights, filed April 2, 2003, and
incorporated herein by reference).
4.5 Amended and Restated Standstill Agreement dated November 23, 1998, by and
among Sprint, France Telecom and Deutsche Telekom AG (filed as Exhibit 4E
to Post-Effective Amendment No. 2 to Sprint'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., Sprint, Sprint Global Venture, Inc.
and the JV Entities set forth in Schedule II thereto (filed as Exhibit 2 to
Sprint's Current Report on Form 8-K dated January 26, 2000 and incorporated
herein by reference).
4.6 Tracking Stock Policies of Sprint (filed as Exhibit 4(c) to Sprint's Annual
Report on Form 10-K/A for the year ended December 31, 2001, 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: December 16, 2003
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