-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RFYk69HX+1gRLTpWoUBJRmzHc+HLmAbQMsLlCSa7FGDC2/vHYk/+g8tm27EMM/mH 5UiKoTvScPwdRwnI9GO83Q== 0000940180-98-001245.txt : 19990101 0000940180-98-001245.hdr.sgml : 19990101 ACCESSION NUMBER: 0000940180-98-001245 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981231 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT CORP CENTRAL INDEX KEY: 0000101830 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 480457967 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41991 FILM NUMBER: 98778901 BUSINESS ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY STREET 2: P O BOX 11315 CITY: WESTWOOD STATE: KS ZIP: 66205 BUSINESS PHONE: 9136243000 MAIL ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY STREET 2: NULL CITY: WESTWOOD STATE: KS ZIP: 66205 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TELECOMMUNICATIONS INC DATE OF NAME CHANGE: 19920316 FORMER COMPANY: FORMER CONFORMED NAME: UNITED UTILITIES INC DATE OF NAME CHANGE: 19731011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TELE COMMUNICATIONS INC /CO/ CENTRAL INDEX KEY: 0000925692 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 841260157 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 80111-3000 BUSINESS PHONE: 3032675500 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 80111-3000 FORMER COMPANY: FORMER CONFORMED NAME: TCI LIBERTY HOLDING CO DATE OF NAME CHANGE: 19940620 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Sprint Corporation (Name of Issuer) PCS Common Stock - Series 1, par value $1.00 per share (Title of Class of Securities) 852061506 (CUSIP Number) Stephen M. Brett, Esq. Executive Vice President and General Counsel Tele-Communications, Inc. 5619 DTC Parkway Englewood, CO 80111 (303) 267-5500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 30, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. The remainder of this cover page should be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ----------------------- CUSIP NO. 852061506 - ----------------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. Identification Nos. of Above Persons Tele-Communications, Inc. 84-1260157 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 OO - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ 7 Sole Voting Power 111,277,868 shares - - Series 2 PCS NUMBER OF Stock; see Items 1, 4 and 6 SHARES ----------------------------------------------------------- BENEFICIALLY 8 Shared Voting Power 0 shares OWNED BY ----------------------------------------------------------- EACH 9 Sole Dispositive Power 0 shares REPORTING PERSON ----------------------------------------------------------- Shared Dispositive Power WITH 10 111,277,868 shares - - Series 2 PCS Stock; see Items 1, 4 and 6 - ------------------------------------------------------------------------------ 11 Aggregate Amount Beneficially Owned by Each Reporting Person 111,277,868 shares Consists of 98,563,924 shares of Series 2 PCS Stock, presently exercisable Warrants to purchase an additional 6,291,314 shares of Series 2 PCS Stock, and 123,314 shares of Series 7 Preferred Stock (which for purposes of this Report are assumed to be convertible into an aggregate of 6,422,630 shares of Series 2 PCS Stock). Each share of Series 2 PCS Stock automatically converts into one share of Series 1 PCS Stock under certain circumstances. Assumes the conversion of all shares of Series 2 PCS Stock beneficially owned by the Reporting Person (including all shares of Series 2 PCS Stock issuable upon exercise of all of such Warrants and upon conversion of all of such shares of Series 7 Preferred Stock) into the corresponding number of shares of Series 1 PCS Stock. See Items 1 and 5. Because the Reporting Person does not have the right to acquire any shares of Series 1 PCS Stock underlying the shares of Series 2 PCS Stock, Warrants or shares of Series 7 Preferred Stock described above within sixty days of the date of this Report, the Reporting Person disclaims beneficial ownership of all shares of Series 1 PCS Stock underlying such shares of Series 2 PCS Stock, such Warrants and such shares of Series 7 Preferred Stock. The filing of this Report by the Reporting Person shall not be construed as an admission that the Reporting Person is the beneficial owner of any shares of Series 1 PCS Stock. - ------------------------------------------------------------------------------ 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] The foregoing amounts exclude any shares of Series 1 PCS Stock held by executive Page 2 of 8 pages officers and directors of the Reporting Person, if any. The Reporting Person disclaims beneficial ownership of any shares held by such officers and directors. - ------------------------------------------------------------------------------ 13 Percent of Class Represented by Amount in Row (11) 0% The shares of Series 2 PCS Stock beneficially owned by the Reporting Person represent approximately 23.5% of the outstanding PCS Stock of the Company (which class includes the Series 1 PCS Stock, the Series 2 PCS Stock and the Series 3 PCS Stock), assuming the exercise of all Warrants to purchase shares of Series 2 PCS Stock initially issued to the Cable Partners, the conversion of all shares of Series 7 Preferred Stock initially issued to the Cable Partners into shares of Series 2 PCS Stock, the issuance of all shares of Series 3 PCS Stock issuable in respect of the Company's outstanding Class A Common Stock and the issuance of all shares of Series 1 PCS Stock represented by the Sprint FON Group's "inter- group interest" in the Sprint PCS Group (including that portion of such inter-group interest corresponding to the Series 7 Preferred Stock and the Warrants to purchase Series 2 PCS Stock held by the Cable Partners). As a result of the Reporting Person's beneficial ownership of such shares of Series 2 PCS Stock, the Reporting Person may be deemed to beneficially own an equivalent number of shares of Series 1 PCS Stock; however, the Reporting Person disclaims beneficial ownership of any shares of Series 1 PCS Stock. Were the Reporting Person deemed to beneficially own such shares of Series 1 PCS Stock, such shares would represent approximately 39.2% of the outstanding Series 1 PCS Stock, calculated in accordance with Rule 13d-3 (which rule would require the Reporting Person (i) to assume the exercise and conversion of all Warrants and all shares of Series 7 Preferred Stock held by the Reporting Person and the conversion of all of the approximately 111,277,868 shares of Series 2 PCS Stock beneficially owned by the Reporting Person into the corresponding number of shares of Series 1 PCS Stock and (ii) to disregard all outstanding shares of Series 2 PCS Stock, Series 3 PCS Stock, the shares of Series 2 PCS Stock issuable in respect of the Warrants and shares of Series 7 Preferred Stock held by Cox and Comcast and the shares of Series 3 PCS Stock issuable in respect of the Company's outstanding Class A Common Stock and all shares represented by the Sprint FON Group's inter-group interest in the Sprint PCS Group). Because each share of Series 2 PCS Stock generally is entitled to one- tenth of the applicable vote per share of the Series 1 PCS Stock, the shares of Series 2 PCS Stock beneficially owned by the Reporting Person represent less than 1% of the outstanding voting power of the Company. - ------------------------------------------------------------------------------ 14 Type of Reporting Person (See Instructions) CO - ------------------------------------------------------------------------------ Page 3 of 8 pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Statement of TELE-COMMUNICATIONS, INC. Pursuant to Section 13(d) of the Securities Exchange Act of 1934 in respect of SPRINT CORPORATION This Report on Schedule 13D/A (Amendment No. 1) relates to the PCS Common Stock - Series 1, par value $1.00 per share (the "Series 1 PCS Stock"), of Sprint Corporation, a Kansas corporation (the "Company"). This Report is being filed by Tele-Communications, Inc., a Delaware corporation ("TCI" or the "Reporting Person"). This Report supplements and amends the Schedule 13D filed by the Reporting Person on December 11, 1998 relating to the Series 1 PCS Stock of the Company (the "Prior Schedule 13D"). Capitalized terms used in this Report but not otherwise defined in this Amendment No. 1 have the meanings given to such terms in the Prior Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby supplemented and amended to include the following information: TCI, AT&T Corp. and the United States Department of Justice, Antitrust Division (the "DOJ"), have executed and filed a Stipulation, dated December 30, 1998 (the "Stipulation"), containing a proposed form of final judgment (the "Proposed Final Judgment"), that the parties thereto propose be entered by the United States District Court for the District of Columbia in connection with the proposed AT&T Merger. If, following compliance with the requirements of the Antitrust Procedures and Penalties Act, 15 U.S.C (S)16, the court approves the Proposed Final Judgment, a final judgment would be entered on substantially the same terms as those contained in the Proposed Final Judgment and TCI would be bound thereby. Notwithstanding the foregoing, the DOJ has reserved the right to withdraw its consent to the Proposed Final Judgment contained in the Stipulation at any time prior to the entry of a final judgment by such court. In addition, the Federal Communications Commission, whose approval also is required to consummate the AT&T Merger, is not a party to and is not bound by the Stipulation. The Proposed Final Judgment requires TCI to transfer, prior to the consummation of the AT&T Merger, all of the Company Securities beneficially owned by it to a trustee acceptable to the DOJ (the "Trustee") pursuant to a form of trust agreement approved by the DOJ (the "Trust Agreement") for the purpose of accomplishing the divestiture described below and in the Proposed Final Judgment. The Trustee will not be a director, officer, manager, agent or employee of AT&T Corp. or Liberty Media Corporation, a Delaware corporation and a wholly owned subsidiary of TCI that will beneficially own the Company Securities to be beneficially owned by the Reporting Person following the AT&T Merger ("Liberty"). The Proposed Final Judgment requires the divestiture by the Trustee on or before May 23, 2002 of that portion of the Company Securities beneficially owned by the Reporting Person sufficient to cause the Reporting Person to beneficially own no more than 10% of the outstanding Series 1 PCS Stock on a fully diluted basis (assuming the issuance of all shares of Series 1 PCS Stock ultimately issuable in respect of the applicable securities of Sprint upon the exercise, conversion or other issuance thereof in accordance with the terms of such securities). On or before May 23, 2004, the Trustee must divest the remainder of the Company Securities beneficially owned by the Reporting Person. Page 4 of 8 pages Pursuant to the Proposed Final Judgment, the Trust Agreement will grant the Trustee the sole right to sell the Company Securities beneficially owned by the Reporting Person and will provide that all decisions regarding such divestiture will be made by the Trustee without discussion or consultation with AT&T Corp. or TCI; however, the Proposed Final Judgment provides that the Trustee shall consult with the board of directors of Liberty regarding such divestiture (other than certain directors of Liberty expected to be appointed by AT&T Corp. following the AT&T Merger and any director, officer or shareholder of Liberty that owns more than 0.10% of the outstanding common stock of AT&T Corp.). The Trustee will have the power and authority to accomplish such divestiture only in a manner reasonably calculated to maximize the value of the Company Securities beneficially owned by the Reporting Person. The Proposed Final Judgment provides that the Trustee will be instructed to not vote the Company Securities beneficially owned by the Reporting Person so long as such securities are held by the Trustee. The Proposed Final Judgment also generally prohibits the acquisition by Liberty of additional Company Securities (other than in connection with the exercise of Warrants or the conversion of shares of Series 7 Preferred Stock) without the prior written consent of the DOJ. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER Item 6 is hereby supplemented and amended to include the following information: The information set forth in Item 4 of this Amendment No. 1 is hereby incorporated by reference herein. The summary description of certain provisions of the Stipulation (including the Proposed Final Judgment) contained in this Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the complete text of the Stipulation (including the Proposed Final Judgment), which has been filed as an Exhibit to this Amendment No. 1 and is hereby incorporated by reference herein. Page 5 of 8 pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is hereby supplemented and amended to include the following information: Exhibit No. Exhibit - ------- -------- 10.6 Stipulation (including Proposed Final Judgment), dated December 30, 1998, among the United States Department of Justice, Antitrust Division, AT&T Corp. and Tele-Communications, Inc. Page 6 of 8 pages SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 30, 1998 TELE-COMMUNICATIONS, INC. By: /s/ Stephen M. Brett -------------------------------- Name: Stephen M. Brett Title: Executive Vice President and General Counsel EXHIBIT INDEX Exhibit No. Exhibit - ------- ------- 10.6 Stipulation (including Proposed Final Judgment), dated December 30, 1998, among the United States Department of Justice, Antitrust Division, AT&T Corp. and Tele-Communications, Inc. Page 8 of 8 pages EX-10.6 2 STIPULATION, DATED 12/30/98 EXHIBIT 10.6 ------------ IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA UNITED STATES OF AMERICA, Plaintiff, No. 98-3170 __________ (Antitrust) v. AT&T CORP. and TELE-COMMUNICATIONS, INC., Defendants. STIPULATION It is stipulated by and between the undersigned parties, by their respective attorneys, that: A. The Court has jurisdiction over the subject matter of this action and over each of the parties hereto, and venue of this action is proper in the District for the District of Columbia. B. The parties to this Stipulation consent that a Final Judgment in the form attached may be filed and entered by the Court, upon the motion of any party or the Court's own motion, at any time after compliance with the requirements of the Antitrust Procedures and Penalties Act (15 U.S.C. (S) 16), without further notice to any party or other proceedings, provided that plaintiff has not withdrawn its consent, which it may do at any time before entry of the proposed Final Judgment by serving notice on the defendants and by filing that notice with the Court. C. Defendants shall abide by and comply with the provisions of the proposed Final Judgment pending entry of the Final Judgment, and shall, from the date of the filing of this Stipulation, comply with all the terms and provisions of the proposed Final Judgment as though the same were in full force and effect as an order of the Court. D. In the event plaintiff withdraws its consent, as provided in paragraph (B) above, or if the proposed Final Judgment is not entered pursuant to this Stipulation, this Stipulation shall be of no effect whatever, and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding. FOR THE PLAINTIFF: - ------------------------------ ----------------------------- A. DOUGLAS MEDLAMED DONALD J. RUSSELL Acting Assistant Attorney General Chief Telecommunications Task Force - ----------------------------- ----------------------------- CONSTANCE K. ROBINSON PETER A. GRAY Director of Operations and Merger Enforcement Attorney Telecommunications Task Force - ------------------------------ DEBORAH A. ROY Attorney Telecommunications Task Force U.S. Department of Justice Antitrust Division 1401 H Street, N.W., Suite 8000 Washington, DC 20530 (202) 514-5636 2 DATED:________________________ FOR THE DEFENDANTS: - ------------------------------ ------------------------------------- MARC C. ROSENBLUM KATHY FENTON Vice President-Law Counsel for Tele-Communications, Inc. AT&T Corp. Jones, Day, Reavis & Pogue 295 North Maple Avenue Suite 700 Room 3244J1 1450 G Street NW Basking Ridge, New Jersey 07920 Washington, DC 20005 DATED:________________________ DATED:_______________________________ 3 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA UNITED STATES OF AMERICA, Plaintiff, No. 98-3170 __________ (Antitrust) v. AT&T CORP. and TELE-COMMUNICATIONS, INC., Defendants. FINAL JUDGMENT WHEREAS, plaintiff, the United States of America, having filed its Complaint herein on December 30, 1998, and plaintiff and defendants, by their respective attorneys, having consented to the entry of this Final Judgment without trial or adjudication of any issue of fact or law herein, and without this Final Judgment constituting any evidence against or an admission by any party with respect to any issue of law or fact herein; AND WHEREAS, defendants have agreed to be bound by the provisions of this Final Judgment pending its approval by the Court; AND WHEREAS, the essence of this Final Judgment is certain divestiture of specific assets and the imposition of related injunctive relief to ensure that competition is not substantially lessened; AND WHEREAS, plaintiff requires LIBERTY MEDIA CORPORATION to make certain divestitures for the purpose of preventing a lessening of competition alleged in the Complaint; AND WHEREAS, defendants have represented to plaintiff that the divestiture ordered herein can and will be made and that defendants will later raise no claims of hardship or difficulty as grounds for asking the Court to modify any of the divestiture provisions contained herein; AND, THEREFORE, before the taking of any testimony, and without trial or adjudication of any issue of fact or law herein, and upon consent of the parties hereto, it is hereby ORDERED, ADJUDGED, and DECREED as follows: I. JURISDICTION This Court has jurisdiction over each of the parties hereto and the subject matter of this action. The Complaint states a claim upon which relief may be granted against the defendants under Section 7 of the Clayton Act, as amended (15 U.S.C. (S) 18). II. DEFINITIONS As used in this Final Judgment: A. "TCI" means defendant Tele-Communications, Inc., a Delaware corporation with its headquarters in Englewood, Colorado and includes its successors and 2 assigns, its subsidiaries, and the directors, officers, managers, agents and employees acting for or on behalf of TCI, except for Liberty, its successors and assigns, its subsidiaries, and the directors, officers, managers, agents and employees acting for or on behalf of Liberty. B. "Liberty" means Liberty Media Corporation, a Delaware corporation, as well as the assets, liabilities and business attributed to the Liberty Media Group (as defined in the AT&T/TCI Merger Agreement) and its successors and assigns, its subsidiaries and the directors, officers, managers, agents and employees acting for or on behalf of Liberty. C. "Liberty Media Tracking Shares" means the classes of common stock to be issued by AT&T, referred to as "Liberty Media Tracking Shares" in the AT&T/TCI Merger Agreement, and any shares of stock issued in respect of any of the foregoing (including by way of conversion, redemption, reclassification, distribution, merger, combination, or other similar event). D. "AT&T" means defendant AT&T Corp., a New York corporation with its headquarters in New York, New York and includes all of its successors and assigns, its subsidiaries, and the directors, officers, managers, agents and employees acting for or on behalf of AT&T, except for Liberty, its successors and assigns, its subsidiaries, and the directors, officers, managers, agents and employees acting for or on behalf of Liberty. E. "AT&T/TCI Merger Agreement" means the Agreement and Plan of Merger dated as of June 23, 1998, as produced to plaintiff on July 23, 1998, with respect to the AT&T/TCI Merger. F. "AT&T/TCI Merger" means the merger of TCI with a subsidiary of AT&T, as contemplated by the AT&T/TCI Merger Agreement. 3 G. "AT&T Stock" means all classes of common stock issued by AT&T, except for Liberty Media Tracking Shares. H. "Sprint PCS Tracking Stock" means, collectively, (i) the PCS Common Stock, Series 1, (ii) the PCS Common Stock, Series 2, (iii) the PCS Common Stock, Series 3, (iv) the shares of Sprint PCS Tracking Stock issuable in respect of Sprint's outstanding shares of Class A Common Stock, (v) the shares of Sprint PCS Tracking Stock issuable in respect of any "inter-group interest" of the "Sprint FON Group" in the "Sprint PCS Group," (vi) the shares of Sprint's Series 7 Preferred Stock and warrants to purchase shares of Sprint PCS Tracking Stock issued to TCI, Comcast Corporation ("Comcast") and Cox Communications, Inc. ("Cox") in connection with the Sprint PCS Restructuring (and the shares of Sprint PCS Tracking Stock issuable upon my exercise or conversion thereof), (vii) any other options, warrants or convertible securities exercisable for or convertible into any shares of Sprint PCS Tracking Stock, and (viii) any shares of capital stock Sprint issued in respect of any of the foregoing (including by way of conversion, redemption, reclassification, distribution, merger, combination, or other similar event). I. "Liberty's Sprint Holdings" means the Sprint PCS Tracking Stock acquired by TCI Ventures Group LLC and its subsidiaries in the Sprint PCS Restructuring and in which Liberty will have a beneficial interest after the closing of the AT&T/TCI Merger. J. "Sprint PCS Restructuring" means that series of transactions that occurred simultaneously on November 23, 1998 in which Sprint Corporation ("Sprint") acquired through a number of mergers all of the outstanding partnership interests in a number of partnerships 4 collectively holding all of the assets and businesses known as "Sprint PCS" held by affiliates of TCI, Cox, and Comcast. K. "Private sale" means any sale except for sales made through the public market. III. APPLICABILITY The provisions of this Final Judgment apply to each of the defendants, its successors and assigns, its subsidiaries, directors, officers, managers, agents, employees and all other persons in active concert or participation with any of them who shall have received actual notice of this Final Judgment by personal service or otherwise, and with respect to Sections IV, V and VI of this Final Judgment, to the trustee and his or her successors. IV. CREATION OF A TRUST A. TCI is hereby ordered and directed, prior to closing of the AT&T/TCI Merger, to assign and transfer Liberty's Sprint Holdings to a trustee for the purpose of accomplishing a divestiture of such holdings in accordance with the terms of this Final Judgment. The trust agreement shall be in a form approved by the plaintiff, and its terms shall be consistent with the terms of this Final Judgment. Defendants shall submit a form of trust agreement to the plaintiff, who shall communicate to defendants within ten (10) business days its approval or disapproval of that form. The trustee shall agree to be bound by this Final Judgment. 5 B. Prior to the closing of the AT&T/TCI Merger, TCI shall submit the name of its nominee for trustee to the plaintiff, who within ten (10) business days shall (i) approve the nominee as trustee, or (ii) request additional names until a nominee for trustee proposed by Liberty is approved by the plaintiff, with plaintiff reaching a decision on each nominee within ten (10) business days. The trustee shall not be a director, officer, manager, agent or employee of AT&T or Liberty. Defendants shall not consummate the Merger until such time as the trustee and the trust agreement have been approved by plaintiff, and the Liberty Sprint Holdings have been transferred to the trust. V. DIVESTITURE OF SPRINT PCS INTEREST A. The trustee is hereby ordered and direct, in accordance with the terms of this Final Judgment, on or before May 23, 2002, to divest that portion of Liberty's Sprint Holdings sufficient to cause Liberty to own no more than 10% of the outstanding shares of Sprint PCS Tracking Stock. On or before May 23, 2004, the trustee shall divest the remainder of Liberty's Sprint Holdings. The number of outstanding shares of Sprint PCS Tracking Stock for such purposes shall be calculated on a shares of Series 1 PCS Stock equivalent basis assuming the issuance of all shares of Series 1 PCS Stock ultimately issuable in respect of the applicable Sprint PCS Tracking Stock upon the exercise, conversion or other issuance thereof in accordance with the terms of such securities. Notwithstanding the provisions of this paragraph, if a motion to terminate this Final Judgment in which plaintiff has joined has been filed, and is pending 6 before the Court, the trustee shall not proceed with the divestitures provided by this paragraph until the motion to terminate the Final Judgment has been decided by the Court. B. After Liberty's Sprint Holdings have been transferred to the trustee, only the trustee shall have the right to sell Liberty's Sprint Holdings. The trustee shall have the power and authority to accomplish the divestiture only in a manner reasonably calculated to maximize the value of Liberty's Sprint Holdings to the holders of the Liberty Media Tracking Shares, without regard to any costs or benefits to AT&T (including any costs or benefits of such divestiture to AT&T that may be directly or indirectly transferred to the holders of the Liberty Media Tracking Shares). However, the trustee may in accomplishing the divestiture, take into account income or gain tax costs or benefits for AT&T that flow to the holders of the Liberty Media Tracking Shares. The trustee shall have the powers provided by the trust agreement and such other powers as the Court shall doom appropriate. C. All decisions regarding the divestiture, in whole or in part, of Liberty's Sprint Holdings shall be made by the trustee without discussion or consultation with AT&T, with any of the Class A Directors of Liberty, or with any other officer, director or shareholder of Liberty who individually owns more than 0.10% of the outstanding shares of AT&T Stock. The trustee shall consult with the Board of Directors of Liberty, but the Class A Directors of Liberty and any director, officer, or shareholder of Liberty who owns more than 0.10% of the outstanding shares of AT&T Stock shall not participate in such consultation. The decision to divest part or all of the Liberty Sprint Holdings shall be made by the trustee in his or her sole discretion, except as provided for in Section V.D. of this Final Judgment. Liberty shall not take any action to block a sale by the trustee, on any grounds other than the trustee's malfeasance as defined in the trust 7 agreement. Where the trustee intends to effect a private sale of part or all of Liberty's Sprint Holdings, the trustee shall notify Liberty and plaintiff of that intention. Any objection by Liberty, based on the trustee's malfeasance, must be made within ten (10) business days of notice from the trustee of an intention to make a private sale. Subject to Section V.G. of this Final Judgment, the trustee shall have the power and authority to hire at the cost and expense of Liberty any investment bankers, attorneys, or other agents reasonably necessary in the judgment of the trustee to assist in the divestiture, and such professionals or agents shall be solely accountable to the trustee. D. The trustee shall not divest part or all of Liberty's Sprint Holdings in a private sale without a premerger notification form having been filed pursuant to the Hart-Scott-Rodino Antitrust Improvement Act of 1976 or, if the private sale is not reportable under the Hart-Scott-Rodino Act, without obtaining the prior written consent of the plaintiff, which shall be granted or denied within thirty (30) calendar days of the request for such consent. E. Defendants shall not provide financing in connection with the divestiture to the purchaser of any of Liberty's Sprint Holdings required to be divested by this Final Judgment. F. Except as provided for in Section V.C. of this Final Judgment, defendants shall take no action to influence, interfere with or impede the trustee's accomplishment of the divestiture of Liberty's Sprint Holdings and Liberty shall, if requested by the trustee, use its best efforts to assist the trustee in accomplishing the required divestiture, provided that Liberty is not required to take any action with respect to any of Liberty's non-Sprint PCS assets or businesses. Subject to a customary confidentiality agreement, the trustee shall have full and complete access 8 to the defendant's personnel, books, records, and facilities related to Liberty's Sprint Holdings. Subject to a customary confidentiality agreement, the trustee shall permit prospective purchasers of part or all of Liberty's Sprint Holdings in a private sale to have access to any and all financial or operational information to which the trustee has access, as may be relevant to the divestiture required by this Final Judgment. G. The trustee shall serve at the cost and expense of Liberty and shall account for all monies derived from the sale of the assets sold by the trustee and all costs and expenses so incurred. The compensation of the trustee and of any professionals and agents retained by the trustee shall be reasonable in light of value of the Liberty Sprint Holdings and based on a fee arrangement set forth in the trust agreement. VI. LIBERTY GOVERNANCE AND ECONOMIC INTEREST Until the divestitures required by the Final Judgment have been accomplished: A. Any economic interest arising in connection with Liberty's Sprint Holdings, without limitation, and including but not limited to any interest or dividends earned or net proceeds received upon the disposition of Liberty's Sprint Holdings, shall be for the sole and exclusive benefit of the holders of the Liberty Media Tracking Shares. AT&T shall not engage in any transaction that transfers either directly or indirectly the benefits of Liberty's Sprint Holdings to any other class of AT&T shareholders or to AT&T. AT&T shall adhere to the Policy Statement Regarding Liberty Tracking Stock Matters contained in Exhibit D to the AT&T/TCI Merger Agreement. 9 B. TCI shall, on or before the consummation of the merger, (i) amend and restate the certificate of incorporation and bylaws of Liberty to be in substantially the form set forth in Schedule 2.1(c)(i) of the AT&T/TCI Merger Agreement and (ii) appoint all of the Class B Directors and the Class C Directors (as such terms are defined in Schedule 2.1(c)(i) to the AT&T/TCI Merger Agreement) of Liberty Media Corporation. C. AT&T shall, on or before the consummation of the AT&T/TCI Merger or promptly thereafter, form a Capital Stock Committee as described in the Bylaw Amendment for the Capital Stock Committee set out in Exhibit D of the AT&T/TCI Merger Agreement and agree to have that Capital Stock Committee have the responsibilities described in Exhibit D of the AT&T/TCI Merger Agreement. D. The trustee shall be instructed not be vote Liberty's Sprint Holdings for so long as they are held in the trust. E. Liberty shall not purchase additional shares of Sprint PCS Tracking Stock (other than in connection with the exercise of warrants to purchase such shares of the conversion of shares of Series 7 Preferred Stock acquired in the Sprint PCS Restructuring) without the prior written consent of the plaintiff, which shall act on any request for such consent within thirty (30) calendar days. F. Liberty shall not hold or acquire any interest, direct or indirect, in AT&T's mobile wireless operations without a premerger notification form having been filed pursuant to the Hart-Scott-Rodino Antitrust Improvement Act of 1976, or if the acquisition is not reported under the Hart-Scott-Rodino Act, without obtaining the prior written consent of the plaintiff, which shall be granted or denied within thirty (30) calendar days of the request for such consent. 10 This paragraph shall not apply to any cumulative holding or acquisition by Liberty of 1.0% or less of the outstanding shares of AT&T Stock indirectly through the acquisition of an interest in a third party, with such percentage to be calculated by multiplying the percentage interest owned by Liberty in such third party by the third party's interest in AT&T Stock (and such third party's interest being determined in the same manner, if also held indirectly). VII. COMPLIANCE INSPECTION For the purposes of determining or securing compliance with the Final Judgment and subject to any legally recognized privilege, from time to time: A. Duly authorized representatives of the plaintiff, upon written request of the Attorney General or of the Assistant Attorney General in charge of the Antitrust Division, and on reasonable notice to defendants made to their principal offices, shall be permitted: (1) Access during office hours of defendants to inspect and copy all books, ledgers, accounts, correspondence, memoranda, and other records and documents in the possession or under the control of defendants, who may have counsel present, relating to matters contained in this Final Judgment; and (2) Subject to the reasonable convenience of defendants and without restraint or interference from them, to interview, either informally or on the record, officers, employees, and agents of defendants, who may have counsel present, regarding any such matters. B. Upon the written request of the Attorney General or of the Assistant Attorney General in charge of the Antitrust Division, made to defendants' principal offices, 11 defendants shall submit such written reports, under oath if requested, with respect to any matter contained in this Final Judgment. C. No information or documents obtained by the means provided in this Section VII shall be divulged by a representative of the plaintiff to any person other than a duly authorized representative of the Executive Branch of the United States, except in the course of legal proceedings to which the United States is a party (including grand jury proceedings), or for the purpose of securing compliance with this Final Judgment, or as otherwise required by law. D. If at the time information or documents are furnished by defendants to plaintiff, defendants represent and identify in writing the material in any such information or documents to which a claim of protection may be asserted under Rule 26(c)(7) of the Federal Rules of Civil Procedure and defendants mark each pertinent page of such material, "Subject to claim of protection under Rule 26(c)(7) of the Federal Rules of Civil Procedure," then ten (10) calendar days notice shall be given by plaintiff to defendants prior to divulging such material in any legal proceeding (other than a grand jury proceeding). VIII. REPORTING REQUIREMENT Until the divestitures have been accomplished as provided for in Section V. of this Final Judgment, the trustee shall file a report every six months with the plaintiff, commencing on November 1, 1999, setting forth the efforts to accomplish the divestitures required by this Final Judgment. 12 IX. RETENTION OF JURISDICTION Jurisdiction is retained by this Court for the purpose of enabling any of the parties to this Final Judgment to apply to this Court at any time for such further orders and directions as may be necessary or appropriate for the construction or carrying out of this Final Judgment, for the modification of any of the provisions hereof, for the enforcement of compliance herewith, and for the punishment of the violations hereof. X. TERMINATION This Final Judgment will expire upon the tenth anniversary of its entry. XI. PUBLIC INTEREST Entry of this Final Judgment is in the public interest. Dated:____________________ ______________________________________ United States District Judge 13 -----END PRIVACY-ENHANCED MESSAGE-----