-----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, DJnxuH45uIf6JJyRY8epGW1FVBFjKeZxy5I370pxjJuSU7EV2bDfBL2fpjA+W9bN 7oxPsL6m+iOta214NqO2qg== 0000101830-98-000115.txt : 19981211 0000101830-98-000115.hdr.sgml : 19981211 ACCESSION NUMBER: 0000101830-98-000115 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981123 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981210 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-04721 FILM NUMBER: 98766820 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 8-K 1 CURRENT REPORT 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) November 23, 1998 SPRINT CORPORATION (Exact name of Registrant as specified in its charter) Kansas 0-4721 48-0457967 (State of Incorporation) Commission File Number) (I.R.S.Employer Identification No.) 2330 Shawnee Mission Parkway, Westwood, Kansas 66205 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (913) 624-3000 (Former name or former address, if changed since last report) P. O. Box 11315, Kansas City, Missouri 64112 (Mailing address of principal executive offices) ITEM 2. Acquisition or Disposition of Assets On November 23, 1998, Sprint Corporation ("Sprint") completed the acquisition of 100% of the ownership and control of the wireless telephony businesses operating under the Sprint PCS (Registered) brand name (other than a 40.8% minority interest in the wireless telephone business that serves the Los Angeles, San Diego and Las Vegas areas) and the tax-free recapitalization of Sprint's outstanding publicly-traded common stock into two newly created classes of Sprint common stock: PCS Common Stock and FON Common Stock. Sprint acquired the respective interests in Sprint Spectrum Holdings Company, Inc. and MinorCo, L.P. held by each of the following companies (collectively referred to as the "Cable Partners"): TCI Spectrum Holdings, Inc. (a subsidiary of Tele- Communications, Inc. ("TCI")), Comcast Telephony Services, Inc. and COM Telephony Services, Inc. (subsidiaries of Comcast Corporation ("Comcast")) and Cox Telephony Partners, Inc. and Cox Communications Wireless, Inc. (subsidiaries of Cox Communications Inc. ("Cox")). Sprint also acquired the interests of TCI and Cox in PhillieCo Partners I, L.P. and PhillieCo Partners II, L.P. The acquisition was completed through the merger of each of the Cable Partners with newly created subsidiaries of Sprint, and each share of common stock of the respective Cable Partners was converted into shares of PCS Common Stock, $1.00 par value per share -- Series 2 ("Series 2 PCS Stock"). As consideration for these transactions, subsidiaries of TCI received 98,563,924 shares of Series 2 PCS Stock and 6,291,314 warrants to purchase Series 2 PCS Stock; a subsidiary of Comcast received 47,248,435 shares of Series 2 PCS Stock and 3,015,858 warrants to purchase Series 2 PCS Stock; and subsidiaries of Cox received 49,281,981 shares of Series 2 PCS Stock and 3,145,658 warrants to purchase Series 2 PCS Stock. The amount of the consideration was derived through arm's length negotiations. ITEM 7. Financial Statements and Exhibits. (a) Financial Statements of Sprint Spectrum Holding Company combined with MinorCo and PhillieCo (filed as part of Exhibit 99.1 to Sprint Corporation Current Report on Form 8-K dated November 2, 1998, and incorporated herein by reference). (b)(2a) PCS Group Unaudited Pro Forma Condensed Combined Financial Statements (filed as part of Exhibit 99.1 to Sprint Corporation Current Report on Form 8-K dated November 2, 1998, and incorporated herein by reference). (b)(2b) Sprint Corporation Unaudited Pro Forma Condensed Combined Financial Statements (filed as part of Exhibit 99.1 to Sprint Corporation Current Report on Form 8-K dated November 2, 1998, and incorporated herein by reference). (c) Exhibits (2) Restructuring and Merger Agreement By and Among Sprint Corporation, Tele-Communications, Inc., Comcast Corporation, Cox Communications, Inc. and certain of their subsidiaries, dated as of May 26, 1998 (filed as Exhibit 2 to Sprint Corporation Current Report on Form 8-K dated May 26, 1998 and incorporated herein by reference). (4A) The rights of Sprint's equity security holders are defined in Article Fifth, Article Sixth, Article Seventh and Article Eighth of the Articles of Incorporation of Sprint Corporation. The Articles are filed as Exhibit 4A to Post-Effective Amendment No. 2 to Sprint Corporation's Registration Statement on Form S-3 (No. 33-58488) and incorporated herein by reference. (4B) Rights Agreement dated as of November 23, 1998, between Sprint Corporation and UMB Bank, n.a. (filed as Exhibit 4.1 to Amendment No. 1 to Sprint Corporation's Registration Statement on Form 8-A relating to Sprint's PCS Group Rights, filed November 25, 1998, and incorporated herein by reference). (4C) Provisions regarding the Capital Stock Committee are set forth in Article IV, Section 13 of the Bylaws. The Bylaws are filed as Exhibit 4C to Post-Effective Amendment No. 2 to Sprint Corporation's Registration Statement on Form S-3 (No. 33-58488) and incorporated herein by reference. (4D) Tracking Stock Policies of Sprint Corporation (filed as Exhibit 4D to Post-Effective Amendment No. 2 to Sprint Corporation's Registration Statement on Form S-3 (No. 33-58488) and incorporated herein by reference). (4E) Amended and Restated Standstill Agreement dated as of November 23, 1998, by and among Sprint Corporation, France Telecom S.A. and Duetsche Telekom AG (filed as Exhibit 4E to Post-Effective Amendment No. 2 to Sprint Corporation's Registration Statement on Form S-3 (No. 33-58488) and incorporated herein by reference). (23) Consent of Deloitte & Touche LLP. SIGNATURE 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, hereunto duly authorized. SPRINT CORPORATION Date: December 8, 1998 By: /s/ Michael T. Hyde Michael T. Hyde, Assistant Secretary EXHIBIT INDEX Exhibit Number Description Page (2) Restructuring and Merger Agreement By and Among Sprint Corporation, Tele-Communications, Inc., Comcast Corporation, Cox Communications, Inc. and certain of their subsidiaries, dated as of May 26, 1998 (filed as Exhibit 2 to Sprint Corporation Current Report on Form 8-K dated May 26, 1998 and incorporated herein by reference). (4A) The rights of Sprint's equity security holders are defined in Article Fifth, Article Sixth, Article Seventh and Article Eighth of the Articles of Incorporation of Sprint Corporation. The Articles are filed as Exhibit 4A to Post-Effective Amendment No. 2 to Sprint Corporation's Registration Statement on Form S-3 (No. 33-58488) and incorporated herein by reference. (4B) Rights Agreement dated as of November 23, 1998, between Sprint Corporation and UMB Bank, n.a. (filed as Exhibit 4.1 to Amendment No. 1 to Sprint Corporation's Registration Statement on Form 8-A relating to Sprint's PCS Group Rights, filed November 25, 1998, and incorporated herein by reference). (4C) Provisions regarding the Capital Stock Committee are set forth in Article IV, Section 13 of the Bylaws. The Bylaws are filed as Exhibit 4C to Post-Effective Amendment No. 2 to Sprint Corporation's Registration Statement on Form S-3 (No. 33-58488) and incorporated herein by reference. (4D) Tracking Stock Policies of Sprint Corporation (filed as Exhibit 4D to Post-Effective Amendment No. 2 to Sprint Corporation's Registration Statement on Form S-3 (No. 33-58488) and incorporated herein by reference). (4E) Amended and Restated Standstill Agreement dated as of November 23, 1998, by and among Sprint Corporation, France Telecom S.A. and Duetsche Telekom AG (filed as Exhibit 4E to Post-Effective Amendment No. 2 to Sprint Corporation's Registration Statement on Form S-3 (No. 33-58488) and incorporated herein by reference). (23) Consent of Deloitte & Touche LLP. EX-23 2 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to incorporation by reference in the Registration Statements (Nos. 333-64241, 333-65649, and 33-58488) on Form S-3, and the Registration Statements (Nos. 33-44255, 33- 38761, 33-31802, 2-97322, 2-71704, 33-59316, 33-59318, 33- 59322, 33-59324, 33-59326, 33-59328, 33-53695, 33-57911, 33- 59349, 33-65149, 33-25449, 333-42077, 333-46487 and 333- 46491) on Form S-8 of Sprint Corporation of our report dated May 26, 1998 (August 6, 1998 as to Note 4) on the combined financial statements of Sprint Spectrum Holding Company, L.P. and subsidiaries; MinorCo, L.P. and subsidiaries; PhillieCo Partners I, L.P. and subsidiaries and PhillieCo Partners II, L.P. and subsidiaries (which expresses an unqualified opinion and includes an explanatory paragraph referring to the emergence from the development stage) for each of the three years in the period ended December 31, 1997 incorporated by reference in this Form 8-K of Sprint Corporation. /s/ Deloitte & Touche LLP Kansas City, Missouri December 8, 1998 -----END PRIVACY-ENHANCED MESSAGE-----