SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 3)
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 (I.R.S. Employer
organization) Identification No.)
P.O. Box 11315
Kansas City, MO 64112
(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
PCS Group Rights New York Stock Exchange
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)
Item 1. Description of Registrant's Securities to be Registered.
On June 29, 1998, the Board of Directors of Sprint Corporation approved an
amendment to Sprint's Rights Agreement that became effective on November 23,
1998 in connection with the reclassification of Sprint's common stock into FON
Common Stock and PCS Common Stock. Pursuant to the amended Rights Agreement,
currently one-half of a PCS Group Right is attached to each outstanding share of
PCS Common Stock. Sprint also issues one-half of a PCS Group Right in connection
with the issuance of each share of all series of PCS Common Stock. In addition,
one-half of a FON Group Right is attached to each outstanding share of FON
Common Stock.
The number of PCS Group Rights, or fraction of a Right, attached to each
share of PCS Common Stock is subject to adjustment if there is a stock dividend
on the PCS Common Stock paid in shares of PCS Common Stock or a subdivision or
combination of the shares of PCS Common Stock.
The PCS Group Rights trade with the PCS Common Stock. The Rights detach
from the PCS Common Stock and become exercisable only if, in a transaction not
approved by the Sprint Board, a person or entity
o becomes the beneficial owner of voting securities representing 15% or
more of the voting power of Sprint, or
o announces a tender offer that, if consummated, would result in
beneficial ownership by a person or group of voting securities
representing 15% or more of the voting power of Sprint.
If the Rights detach and become exercisable as a result of the commencement
of a tender offer, each whole PCS Group Right entitles its holder to purchase
one one-thousandth of a share of Preferred Stock-Eighth Series for an exercise
price of $150 unless the Rights are redeemed by Sprint. This exercise price and
the number of shares, or fraction of a share, of Preferred Stock - Eighth Series
that can be purchased are both subject to adjustment to prevent dilution in the
event of a stock dividend on, or a subdivision, combination or reclassification
of, the Preferred Stock - Eighth Series or if Sprint distributes certain rights,
options, warrants, evidences of indebtedness or assets to the holders of the
Preferred Stock - Eighth Series.
After a person or group (referred to as an Acquiring Person) becomes the
beneficial owner of voting securities representing 15% or more of the voting
power of Sprint, unless the securities were acquired pursuant to a Qualifying
Offer, each PCS Group Right entitles its holder to purchase, for the Right's
exercise price, a number of shares of PCS Common Stock having a value equal to
two times the then current exercise price of the Right. All Rights that are, or
under certain circumstances were, beneficially owned by any Acquiring Person or
certain related parties will be null and void. A "Qualifying Offer" is an offer
for outstanding shares of common stock which a majority of the directors who are
not also officers of Sprint and who are not
representatives, nominees, affiliates or associates of an Acquiring Person
determine, after receiving advice from one or more investment banking firms, to
be fair to the stockholders and otherwise in the best interests of Sprint and
its stockholders.
If Sprint is involved in a merger or other business combination transaction
after the Rights become exercisable, each PCS Group Right entitles its holder to
purchase, for the Right's exercise price, a number of the acquiring or surviving
company's shares of common stock having a market value equal to twice the
exercise price of the Right. Similarly, if Sprint sells or transfers 50% or more
of its assets or earning power after the Rights become exercisable, each PCS
Group Right entitles its holder to purchase, for the Right's exercise price, a
number of the acquiring company's shares of common stock having a market value
equal to twice the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and
before the acquisition by such person or group of 50% or more of the voting
power of Sprint, the Sprint Board may exchange PCS Common Stock for all or any
part of the PCS Group Rights, other than any PCS Group Rights that have become
null and void. The exchange rate is two shares of PCS Common Stock for each
Right. This exchange rate is subject to adjustment to reflect any stock split,
stock dividend or similar transaction involving the PCS Common Stock.
Sprint is entitled to redeem the PCS Group Rights at $.01 per Right at any
time until ten business days following a public announcement that a person or
group of persons has become the beneficial owner of voting securities
representing 15% or more of the voting power of Sprint or, in the case of
Deutsche Telekom AG and France Telecom S.A., that they have acquired in excess
of the shares permitted to be acquired under the Standstill Agreement which they
have entered into with Sprint. The redemption price is subject to appropriate
adjustment for any stock split, stock dividend or similar transaction. The terms
of the Rights expire on June 25, 2007, unless Sprint redeems the Rights before
then or unless the Sprint Board extends the Rights by amending the Rights
Agreement.
Each share of Preferred Stock-Eighth Series will be entitled to a minimum
preferential quarterly dividend payment of the greater of
o $100 per share or
o 2,000 times the aggregate per share amount of all dividends, other
than a dividend payable in PCS Common Stock, declared per share of PCS
Common Stock.
In the event of the liquidation of Sprint, the holders of shares of
Preferred Stock-Eighth Series will be entitled to the greater of
o a minimum preferential liquidation payment of $1,000 per share, plus
accrued dividends, or
o 2,000 times the aggregate amount to be distributed per share of PCS
Common Stock.
Each share of Preferred Stock-Eighth Series will have 2,000 times the
highest number of votes of the PCS Common Stock, voting together with, and on
the same matters as, the Series 1 PCS Common Stock. Finally, in the event of any
merger, consolidation or other transaction involving Sprint in which shares of
PCS Common Stock are exchanged for or changed into other stock, securities, cash
and/or other property, each share of Preferred Stock-Eighth Series will be
entitled to receive 2,000 times the amount received per share of PCS Common
Stock. The dividend, liquidation, voting and other rights of the Preferred Stock
- Eighth Series are subject to adjustment if there is a dividend on the PCS
Common Stock paid in shares of PCS Common Stock or a subdivision or combination
of the shares of PCS Common Stock.
On March 12, 2003, the Sprint Board approved an amendment to the Rights
Agreement adding a provision requiring the Nominating and Corporate Governance
Committee of the Sprint Board to review the Rights Agreement at least every
three years in order to consider whether maintenance of the Rights Agreement
continues to be in the best interests of Sprint and its stockholders.
Item 2. Exhibits.
4.1 Amended and Restated Rights Agreement between the Registrant and UMB Bank,
n.a., as Rights Agent (filed as Exhibit 4.1 to the Registrant's Amendment
No. 1 to the Registration Statement on Form 8-A for the registration of PCS
Group Rights, filed November 25, 1998, and incorporated herein by
reference), which includes as Exhibit B-1, the Form of FON Group Rights
Certificate; as Exhibit B-2, the form of PCS Group Rights Certificate; as
Exhibit B-3, the Form of Old Class A Rights Certificate; and as Exhibit
B-4, the Form of Series DT Rights Certificate.
4.2 Amendment dated March 28, 2003, to Amended and Restated Rights Agreement
between the Registrant and UMB Bank, n.a., as Rights Agent.
4.3 Certificate of Designation, Preferences and Rights of Preferred Stock-Sixth
Series.
4.4 Certificate of Designation, Preferences and Rights of Preferred
Stock-Eighth Series.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, 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: April 2, 2003