-----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, Mj1TL7EIhzY15hUOw2e5QQbQNtN8udC6+tG88p9pjXb/xIDJZh/VPIgGqzmpwjo6 Ur4bh474L8Uu1hAqllfP6Q== 0000101830-05-000215.txt : 20050816 0000101830-05-000215.hdr.sgml : 20050816 20050816154314 ACCESSION NUMBER: 0000101830-05-000215 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050815 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050816 DATE AS OF CHANGE: 20050816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT NEXTEL 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04721 FILM NUMBER: 051030726 BUSINESS ADDRESS: STREET 1: 2001 EDMUND HALLEY DRIVE CITY: RESTON STATE: VA ZIP: 20191 BUSINESS PHONE: 703-433-4000 MAIL ADDRESS: STREET 1: 2001 EDMUND HALLEY DRIVE CITY: RESTON STATE: VA ZIP: 20191 FORMER COMPANY: FORMER CONFORMED NAME: SPRINT CORP DATE OF NAME CHANGE: 19921222 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 8-K 1 k20050815.txt PRESS RELEASES - DIVIDENDS AND CASH CONSIDERATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2005 (August 15, 2005) SPRINT NEXTEL CORPORATION (Exact name of registrant as specified in its charter) Kansas 1-04721 48-0457967 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 2001 Edmund Halley Drive, Reston, Virginia 20191 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (703) 433-4000 ______________________________________________________________________________ (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ___ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ___ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events. On August 15, 2005, Sprint Nextel Corporation ("Sprint Nextel") announced that its board of directors had declared third quarter dividends for Sprint Nextel common stock, that it expects its local telecommunications business (the "New Local Company") to have approximately $7.25 billion of debt when the spin-off of the New Local Company is completed, and that the New Local Company's expected annual cash dividend will be roughly $300 million, as more fully described in the press release filed as Exhibit 99.1, which is incorporated herein by reference. On August 16, 2005, Sprint Nextel issued a press release announcing that, in connection with the completion of the merger transaction between Sprint Corporation and Nextel Communications, Inc. ("Nextel") on August 12, 2005, holders of Nextel common stock will receive 1.26750218 shares of Sprint Nextel common stock and $0.84629198 in cash in exchange for each share of Nextel common stock they own, as more fully described in the press release filed as Exhibit 99.2, which is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. Not required. (b) Pro Forma Financial Information. Not required. (c) Exhibits. The following exhibits are filed with this report: Exhibit No. Exhibit Description 99.1 Press release, dated August 15, 2005, announcing declaration of third quarter dividends. 99.2 Press release, dated August 16, 2005, announcing stock and cash consideration for Nextel common stock. 1 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SPRINT NEXTEL CORPORATION /s/ Michael T. Hyde By: Michael T. Hyde Assistant Secretary Date: August 16, 2005 2 EXHIBIT INDEX Exhibit No. Description 99.1 Press release, dated August 15, 2005, announcing declaration of third quarter dividends. 99.2 Press release, dated August 16, 2005, announcing stock and cash consideration for Nextel common stock. 3 EX-99 2 k22050815exh991.txt PRESS RELEASE - THIRD QUARTER DIVIDENDS Exhibit 99.1 [SPRINT - TOGETHER WITH NEXTEL LOGO] News Release Sprint Nextel Corporation 2001 Edmund Halley Drive Reston, Va. 20191 Media Contact: Scott Stoffel, 913-794-3603 scott.e.stoffel@mail.sprint.com Investor Relations Contact: Kurt Fawkes, 913-794-1140 kurt.e.fawkes@mail.sprint.com SPRINT NEXTEL DECLARES THIRD QUARTER DIVIDENDS RESTON, Va. - August 15, 2005 - Sprint Nextel Corporation (NYSE: S) today announced that its board of directors has declared third quarter dividends for Sprint Nextel Common Stock. A dividend of 2.5 cents per share is payable Sept. 30, 2005, to shareholders of record at the close of business on Sept. 9, 2005. The quarterly cash dividend was adjusted - Sprint previously paid 12.5 cents per share to FON Common Stock shareholders on a quarterly basis - to reflect Sprint's merger with Nextel Communications Inc., and was set at a level consistent with the aggregate amount of dividends that Sprint Nextel's local telecommunications business is expected to pay its shareholders following the completion of its planned spin-off into a separate Fortune 400 company. Sprint Nextel will continue to evaluate its dividend policy in the context of its growth prospects and cash requirements. In anticipation of the upcoming filings with various state regulators relating to the spin-off, the Sprint Nextel board of directors has also announced plans with respect to the expected initial capital structure for the local business at the time of the spin-off, which is expected to be completed within nine to 12 months. The Sprint Nextel board expects that the local business will have approximately $7.25 billion of debt when the spin-off is completed. The expected annual cash dividend will be roughly $300 million. Sprint Nextel believes that this proposed capital structure and dividend policy will result in the local business having financial characteristics consistent with companies that have been rated "investment grade" by major ratings agencies. About Sprint Nextel Sprint Nextel offers a comprehensive range of wireless and wireline communications services to consumer, business and government customers. Sprint Nextel is widely recognized for developing, engineering and deploying innovative technologies, including two robust wireless networks offering industry leading mobile data services; instant national and international push-to-talk capabilities; and an award-winning and global Tier 1 Internet backbone. For more information, visit www.sprint.com. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995 A number of the matters discussed in this document that are not historical or current facts deal with potential future circumstances and developments, in particular, information regarding the combined company, and the local telecommunications business to be spun off, including the expected capital structure and financial characteristics of the local telecommunications business. The discussion of such matters is qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from actual future experience involving any one or more of such matters. Such risks and uncertainties include: competitive conditions and market acceptance of Sprint Nextel's products and services, economic conditions in targeted markets, performance of our technologies, timely development and delivery of new technologies, access to sufficient capital to meet financing needs, actions by regulatory agencies, and the risks that have been described from time to time in Sprint's and Nextel's respective reports filed with the SEC, including each company's annual report on Form 10-K for the year ended December 31, 2004 as amended, and their respective quarterly reports on Form 10-Q filed in 2005. This document speaks only as of its date, and Sprint Nextel disclaims any duty to update the information herein. EX-99 3 k20050815exh992.txt PRESS RELEASE-CASH CONSID. - NEXTEL COMMON STOCK Exhibit 99.2 [SPRINT - TOEGETHER WITH NEXTEL LOGO] News Release Sprint Nextel Edmund Halley Drive Reston, Va. 20191 Media Contacts: Leigh Horner, 919-465-3712 leigh.horner@sprint.com Nick Sweers, 913-794-3460 nicholas.sweers@sprint.com Investor Relations Contact: Kurt Fawkes, 913-794-1140 kurt.e.fawkes@sprint.com SPRINT NEXTEL ANNOUNCES FINAL STOCK AND CASH CONSIDERATION FOR NEXTEL COMMON STOCK RESTON, Va. - Aug. 16, 2005 - Sprint Nextel Corporation (NYSE: S) today announced that, in connection with the completion of the merger transaction between Sprint Corporation and Nextel Communications, Inc. on Aug. 12, 2005, holders of Nextel common stock will receive 1.26750218 shares of Sprint Nextel common stock and $0.84629198 in cash in exchange for each share of Nextel common stock. The per share cash amount of merger consideration is based on the cash ratio of 0.03249782, multiplied by $26.0415, the average of the per share closing prices of shares of Sprint series 1 common stock during the 20 trading day period on the New York Stock Exchange ending on (and including) the closing date. As soon as practicable, UMB Bank, N.A. (the exchange agent) will send a transmittal letter to each holder of Nextel common stock. The transmittal letter will have instructions with respect to obtaining the merger consideration in exchange for shares of Nextel common stock. Shares of Sprint common stock remain outstanding following the merger. Consequently, holders of Sprint stock do not need to exchange their existing certificates. Existing Sprint stock certificates represent the number of shares of Sprint Nextel stock equal to the number of shares of Sprint stock held immediately before the completion of the merger. About Sprint Nextel Sprint Nextel offers a comprehensive range of wireless and wireline communications services to consumer, business and government customers. Sprint Nextel is widely recognized for developing, engineering and deploying innovative technologies, including two robust wireless networks offering industry leading mobile data services; instant national and international push-to-talk capabilities; and an award-winning and global Tier 1 Internet backbone. For more information, visit www.sprint.com. -----END PRIVACY-ENHANCED MESSAGE-----