-----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, WuP/KilYQvUBLGVWpfaumvwE/YU9urYkDlStk4Slri4iY0/Ve9dgK7gybcfVeXzh QlXHUvu/LGHdSim+xg0ukw== 0000950103-98-001108.txt : 19981221 0000950103-98-001108.hdr.sgml : 19981221 ACCESSION NUMBER: 0000950103-98-001108 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981218 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: 98772077 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: COMCAST CORP CENTRAL INDEX KEY: 0000022301 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 231709202 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102-2148 BUSINESS PHONE: 2156651700 MAIL ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102-2148 SC 13D/A 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1) SPRINT CORPORATION (Name of Issuer) PCS COMMON STOCK SERIES 1 $1.00 PAR VALUE (Title of Class of Securities) ----------------------- 852061506 (Cusip Number) Comcast Corporation (Name of Person Filing Statement) Arthur R. Block 1500 Market Street Philadelphia, Pennsylvania 19102-2148 Tel No.: (215) 665-1700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 23, 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, and is filing this statement because of Rule 13d-1 (e), 13d-1 (f) or 13d-1 (g), check the following: [ ] ================================================================================ CUSIP No. 85206150 13D Page 2 of 5 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) COMCAST CORPORATION 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |X| 6. CITIZENSHIP OR PLACE OF ORGANIZATION PENNSYLVANIA 7. SOLE VOTING POWER 53,479,187 NUMBER OF (See Item Nos. 1 and 6) SHARES BENEFICIALLY 8. SHARED VOTING POWER 0 shares OWNED BY EACH 9. SOLE DISPOSITIVE POWER 53,479,187 PCS Common REPORTING Stock-Series-2 $1.00 par PERSON WITH value per share (See Item Nos. 1, 4 and 6) 10. SHARED DISPOSITIVE POWER 0 shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (a) Amount beneficially owned: 53,479,187* 53,479,187 shares consists of shares (i) 47,248,435 of Series 2 PCS Stock, (ii) presently exercisable Warrants to purchase an additional 3,015,858 shares of Series 2 PCS Stock, and (iii) 61,726 shares of Series 7 Preferred Stock (which for purposes of this Report are assumed to be convertible into an aggregate of 3,214,895 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 Warrants and upon conversion of all Series 7 Preferred Stock) into the corresponding number of shares of Series 1 PCS Stock. See Item No. 1. 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, shares of the Series 7 Preferred Stock or the Warrants, within sixty days of the date of the event requiring this Report, the Reporting Person disclaims beneficialownership of all shares of Series 1 PCS Stock underlying the Series 2 PCS Stock, the Series 7 Preferred Stock and the Warrants. 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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.7% Because each share of Series 2 PCS Stock generally is entitled to one-tenth of the applicable vote per share of Series 1 PCS Stock, the shares of Series 2 PCS Stock beneficially owned by the Reporting Person represent less than 1% of the voting power of Sprint Corporation. The shares of Series 2 PCS Stock beneficially owned by the Reporting Person represent approximately 11.3% of the outstanding Series 1 PCS Stock of the Issuer (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 Reporting Person, the conversion of all shares of Series 7 Preferred Stock initially issued to the Reporting Person into shares of Series 7 Preferred Stock, the issuance of all shares of Series 3 PCS Stock issuable in respect of the Sprint'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 Sprint's 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 Reporting Person and certain other holders). 14. TYPE OF REPORTING PERSON CO Comcast Corporation, a Pennsylvania corporation hereby amends its Report on Schedule 13D, originally filed together with other reporting persons on December 11, 1998 (the "Schedule 13D"), to disclose the acquisition of its interest in PCS Common Stock Series 1 of the Sprint Corporation, a Kansas corporation (the "Issuer"). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D. Item 2. Identity and Background and Item 5. Interest in Securities of the Issuer. Schedule A of the Report is hereby amended and restated in its entirety by the following: SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF COMCAST The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Comcast Corporation ("Comcast") are set forth below. If no business address is given, the director's or officer's business address is 1500 Market Street, Philadelphia, PA 19102-2148. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Comcast. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.
Name Title Business Address Present Principal Occupation - -------------------------- ---------------------- -------------------------- ----------------------------------- Ralph J. Roberts Chairman of the Board 1500 Market Street Chairman of the Board of Directors of Directors and Philadelphia, PA 19102 of Comcast Director Julian A. Brodsky Vice Chairman of the 1500 Market Street Vice President of the Board of Board of Directors and Philadelphia, PA 19102 Directors of Comcast Director Brian L. Roberts President; Director 1500 Market Street President of Comcast Philadelphia, PA 19102 Gustave G. Amsterdam Director 1845 Walnut Street Attorney Suite 2390 1845 Walnut Street Philadelphia, PA 19103 Suite 2390 Philadelphia, PA 19103 Sheldon M. Bonovitz Director 4200 One Liberty Place Partner in the law firm of Duane, Philadelphia, PA 19103 Morris and Heckscher 4200 Liberty Place Philadelphia, PA 19103 Joseph L. Castle Director One Valley Square President of Castle Energy Corp. Suite 101 One Valley Square 512 Township Line Road Suite 101 Blue Bell, PA 19422 512 Township Line Road Blue Bell, PA 19422 Bernard C. Watson Director 1630 Locust Street President of William Penn Philadelphia, PA 19103 Foundation 1630 Locust Street Philadelphia, PA 19103 Irving A. Wechsler Director One Oliver Plaza Partner in Wechsler, Myers & Pittsburgh, PA 15222 Walsh, Certified Public Accountants One Oliver Plaza Pittsburgh, PA 15222 Anne Wexler Director 1317 F. Street, N.W. Chairman of The Wexler Group Suite 600 1317 F. Street, N.W. Washington, DC 20004 Suite 600 Washington, DC 20004 Lawrence S. Smith Executive Officer 1500 Market Street Executive Vice President of Philadelphia, PA 19102 Comcast John R. Alchin* Executive Officer 1500 Market Street Senior Vice President and Treasurer Philadelphia, PA 19102 of Comcast Stephen B. Burke Executive Officer 1500 Market Street Senior Vice President of Comcast Philadelphia, PA 19102 Stanley L. Wang Executive Officer 1500 Market Street Senior Vice President, General Philadelphia, PA 19102 Counsel and Secretary of Comcast
* Citizen of Australia SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 15, 1998 Comcast Corporation By: /s/ Arthur R. Block ------------------------------------- Name: Arthur R. Block Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----