-----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, Vo+msg9iKhzyFhBIuByu/WHkIEjxESva5H1pGlHPkbJEwaJg3lI8dyNoO2xWrVoh ihEx+SJjfUsa4XnJOIyVAg== 0000903423-99-000098.txt : 19990225 0000903423-99-000098.hdr.sgml : 19990225 ACCESSION NUMBER: 0000903423-99-000098 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990224 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: 99548781 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: DEUTSCHE TELEKOM AG CENTRAL INDEX KEY: 0000946770 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: FRIEDERICH EBERT ALLEE 140 CITY: D53113 BONN GERMANY STATE: I8 BUSINESS PHONE: 4922818190 MAIL ADDRESS: STREET 1: FRIEDERICH EBERT ALLEE 140 CITY: D 53113 BONN GERMANY STATE: I8 SC 13D/A 1 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A-5 Under the Securities Exchange Act of 1934 (Amendment No. 5) SPRINT CORPORATION (Name of Issuer) FON Common Stock--Series 1, par value $2.00 per share PCS Common Stock--Series 1, par value $1.00 per share (Title of Class of Securities) 852061100 (FON Common Stock--Series 1) 852061506 (PCS Common Stock--Series 1) (CUSIP Numbers) Deutsche Telekom AG Helmut Reuschenbach, Senior Executive Director, Finance and Treasurer, Friedrich-Ebert-Allee 140, D-53113 Bonn, Germany Phone (49-228) 181-8000 France Telecom S.A. Pierre Dauvillaire, Chief Financial Officer 6 place d'Alleray, 75505 Paris Cedex 15, France Phone (33-1) 44-44-84-72 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 22, 1999 (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 schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall 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). SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Deutsche Telekom AG IRS Identification Number: N/A - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 ----------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY o 86,236,036 shares of Class A Common Stock (equivalent in voting power to 86,236,036 shares of Series 3 FON OWNED BY Common Stock and 43,118,018 shares of Series 3 PCS Common Stock) EACH o 11,299,418 shares of Series 3 PCS Common Stock REPORTING ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER PERSON WITH o 43,118,018 shares of Class A Common Stock (equivalent in voting power to 43,118,018 shares of Series 3 FON Common Stock and 21,559,009 shares of Series 3 PCS Common Stock) o 5,649,709 shares of Series 3 PCS Common Stock ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 86,236,036 shares of Class A Common Stock (equivalent in voting power to 86,236,036 shares of Series 3 FON Common Stock and 43,118,018 shares of Series 3 PCS Common Stock) and 11,299,418 shares of Series 3 PCS Common Stock. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% of Class A Common Stock and 100% of Series 3 PCS Common Stock, estimated to represent approximately 20.0% of the aggregate voting power of the capital stock of the Issuer. If the Class A Common Stock and Series 3 PCS Common Stock were converted into Series 1 FON Common Stock and Series 1 PCS Common Stock, the Class A Common Stock and Series 3 PCS Common Stock would represent approximately 20.0% of the Series 1 FON Common Stock and approximately 12.2% of the aggregate number of outstanding shares of all series of PCS Common Stock (or approximately 20.0% of the aggregate voting power of all series of PCS Common Stock). 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON France Telecom S.A. IRS Identification Number: N/A - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 ----------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY o 86,236,036 shares of Class A Common Stock (equivalent in voting power to 86,236,036 shares of Series 3 FON OWNED BY Common Stock and 43,118,018 shares of Series 3 PCS Common Stock) EACH o 11,299,418 shares of Series 3 PCS Common Stock REPORTING ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER PERSON WITH o 43,118,018 shares of Class A Common Stock (equivalent in voting power to 43,118,018 shares of Series 3 FON Common Stock and 21,559,009 shares of Series 3 PCS Common Stock) o 5,649,709 shares of Series 3 PCS Common Stock ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 86,236,036 shares of Class A Common Stock (equivalent in voting power to 86,236,036 shares of Series 3 FON Common Stock and 43,118,018 shares of Series 3 PCS Common Stock) and 11,299,418 shares of Series 3 PCS Common Stock. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% of Class A Common Stock and 100% of Series 3 PCS Common Stock, estimated to represent approximately 20.0% of the aggregate voting power of the capital stock of the Issuer. If the Class A Common Stock and Series 3 PCS Common Stock were converted into Series 1 FON Common Stock and Series 1 PCS Common Stock, the Class A Common Stock and Series 3 PCS Common Stock would represent approximately 20.0% of the Series 1 FON Common Stock and approximately 12.2% of the aggregate number of outstanding shares of all series of PCS Common Stock (or approximately 20.0% of the aggregate voting power of all series of PCS Common Stock). 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 5 (this "Amendment") amends and supplements the Schedule 13D filed on February 12, 1996, as amended by Amendment No. 1 to the Schedule 13D filed on May 6, 1996, Amendment No. 2 to the Schedule 13D ("Amendment No. 2") filed on May 28, 1998, Amendment No. 3 to the Schedule 13D ("Amendment No. 3") filed on December 1, 1998 and Amendment No. 4 to the Schedule 13D ("Amendment No. 4") filed on February 12, 1999 (as amended and supplemented, the "Schedule 13D"), of Deutsche Telekom AG ("DT") and France Telecom S.A. ("FT"), with respect to the common stock, par value $2.50 per share (the "Common Stock"), of Sprint Corporation, a Kansas corporation (the "Issuer"). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D, as previously amended and supplemented. On February 22, 1999, the Issuer closed the sale of an aggregate of 3,183,000 shares of Series 1 PCS Common Stock to the underwriters pursuant to their exercise of the over-allotment option granted in connection with the Issuer's recent public offering of Series 1 PCS Common Stock (the "Greenshoe") and, as a result, the "Greenshoe Closing" under the Master Agreement between the Issuer, DT and FT occurred, pursuant to which DT and FT purchased an aggregate of 795,750 shares of Series 3 PCS Common Stock from the Issuer for an aggregate consideration of $22,018,402.50. ITEM 1. SECURITY AND ISSUER Item 1 of the Schedule 13D is hereby amended by adding the following at the end thereof: The 795,750 shares of Series 3 PCS Common Stock acquired by DT and FT at the Greenshoe Closing are convertible in certain circumstances into 795,750 shares of Series 1 PCS Common Stock. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 of the Schedule 13D is hereby amended by adding the following at the end thereof: The funds required for each of FT and DT to purchase on February 22, 1999 the aggregate of 795,750 shares of Series 3 PCS Common Stock of the Issuer pursuant to the Greenshoe Closing under the Master Agreement were provided by internally generated funds. In payment of the purchase price of 795,750 shares of Series 3 PCS Common Stock, on February 22, 1999 each of FT and DT paid to the Issuer $11,009,201.25 ($22,018,402.50 in the aggregate for both FT and DT). ITEM 4. PURPOSE OF THE ACQUISITION Item 4 of the Schedule 13D is hereby amended by adding the following at the end thereof: The Master Agreement provides for the purchase by FT and DT from the Issuer at the closing of the Greenshoe of a number of shares of Series 3 PCS Common Stock sufficient for FT and DT to acquire beneficial ownership, in the aggregate, equal to 25% of the aggregate voting power attributable to the shares of Series 1 PCS Common Stock issued by the Issuer in the Greenshoe in order to permit FT and DT to maintain their aggregate percentage voting power of the capital stock of the Issuer. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER 1. Deutsche Telekom AG (a) On February 22, 1999, DT was the beneficial owner of 86,236,036 shares of Class A Common Stock (100% of outstanding Class A Common Stock) and 11,299,418 shares of Series 3 PCS Common Stock (100% of outstanding Series 3 PCS Common Stock), estimated to represent approximately 20.0% of the aggregate voting power of the capital stock of the Issuer, calculated on the basis of 344,425,366 shares of Series 1 FON Common Stock, 86,236,036 shares of Class A Common Stock, 196,828,138 shares of Series 1 PCS Common Stock, 195,094,340 shares of Series 2 PCS Common Stock, 11,299,418 shares of Series 3 PCS Common Stock, 246,766 shares of PCS Preferred Stock and certain other outstanding voting preferred stock of the Issuer as being outstanding, based on the information made available to FT and DT by the Issuer. If the Class A Common Stock and Series 3 PCS Common Stock were converted into Series 1 FON Common Stock and Series 1 PCS Common Stock, the Class A Common Stock and Series 3 PCS Common Stock beneficially owned by DT on February 22, 1999 would represent approximately 20.0% of the Series 1 FON Common Stock and approximately 12.2% of the aggregate number of outstanding shares of all series of PCS Common Stock (or approximately 20.0% of the aggregate voting power of all series of PCS Common Stock). On February 22, 1999, Ron Sommer, Chairman of the Board of Management of DT and a director of Sprint, beneficially owned 1,500 shares of Series 1 FON Common Stock and 750 shares of Series 1 PCS Common Stock, which may be acquired upon the exercise of stock options under the Issuer's stock option plans. Each of FT and DT disclaims beneficial ownership of any such shares. (d) No one other than DT is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock and Series 3 PCS Common Stock owned by DT. 2. France Telecom S.A. (a) On February 22, 1999, FT was the beneficial owner of 86,236,036 shares of Class A Common Stock (100% of outstanding Class A Common Stock) and 11,299,418 shares of Series 3 PCS Common Stock (100% of outstanding Series 3 PCS Common Stock), estimated to represent approximately 20.0% of the aggregate voting power of the capital stock of the Issuer, calculated on the basis of the number of outstanding shares described in Item 5.1(a) above. If the Class A Common Stock and Series 3 PCS Common Stock were converted into Series 1 FON Common Stock and Series 1 PCS Common Stock, the Class A Common Stock and Series 3 PCS Common Stock beneficially owned by FT on February 22, 1999 would represent approximately 20.0% of the Series 1 FON Common Stock and approximately 12.2% of the aggregate number of outstanding shares of all series of PCS Common Stock (or approximately 20.0% of the aggregate voting power of all series of PCS Common Stock). On February 22, 1999, Michel Bon, Chairman and Chief Executive Officer of FT and a director of Sprint, beneficially owned 1,500 shares of Series 1 FON Common Stock and 750 shares of Series 1 PCS Common Stock, which may be acquired upon the exercise of stock options under the Issuer's stock option plans. Each of FT and DT disclaims beneficial ownership of any such shares. (d) No one other than FT is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock and Series 3 PCS Common Stock owned by FT. After reasonable inquiry and to my best knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: February 24, 1999 DEUTSCHE TELEKOM AG By: /s/ Helmut Reuschenbach ------------------------ Name: Helmut Reuschenbach Title: Senior Executive Director After reasonable inquiry and to my best knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: February 24, 1999 FRANCE TELECOM S.A. By: /s/ Thierry Girard ------------------- Name: Thierry Girard Title: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----