-----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, BFsmbGJFBJ4arKNR9FWruy6JBLe5E7QGBG599IQngZuEsdA2EngPMllGEOKBy2fP GYllaA82CxSr/EuWgUJ3TA== 0000903423-01-000114.txt : 20010224 0000903423-01-000114.hdr.sgml : 20010224 ACCESSION NUMBER: 0000903423-01-000114 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010221 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: 1550854 BUSINESS ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY CITY: WESTWOOD STATE: KS ZIP: 66205 BUSINESS PHONE: 9136243000 MAIL ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY 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 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A-11 Under the Securities Exchange Act of 1934 (Amendment No. 11) 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 Kevin Copp, Head of International Legal Affairs, Friedrich-Ebert-Allee 140, D-53113 Bonn, Germany Phone (49-228) 181-8000 France Telecom Jean-Louis Vinciguerra, Senior Executive Vice-President and Chief Financial Officer 6 place d'Alleray, 75505 Paris Cedex 15, France Phone (33-1) 44-44-01-59 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 20, 2001 (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)[_] (b)[X| 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 NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY o 43,118,018 shares of Class OWNED BY A Common Stock(equivalent in EACH voting power to 43,118,018 shares REPORTING of Series 3 FON Common Stock and PERSON WITH 21,559,009 shares of Series 3 PCS Common Stock) o 44,464,179 shares of Series 3 FON Common Stock o 35,813,331 shares of Series 3 PCS Common Stock 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 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 44,464,179 shares of Series 3 FON Common Stock o 35,813,331 shares of Series 3 PCS Common Stock 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 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), 44,464,179 shares of Series 3 FON Common Stock and 35,813,331 shares of Series 3 PCS Common Stock. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50% of Class A Common Stock, approximately 50.2% of Series 3 FON Common Stock and approximately 51% of Series 3 PCS Common Stock, estimated to represent approximately 9.3% of the aggregate voting power of the capital stock of the Issuer. If the Class A Common Stock, the Series 3 FON Common Stock and the Series 3 PCS Common Stock were converted into Series 1 FON Common Stock and Series 1 PCS Common Stock, the Class A Common Stock, the Series 3 FON Common Stock and the Series 3 PCS Common Stock would represent approximately 9.9% of the Series 1 FON Common Stock and approximately 5.9% of the aggregate number of outstanding shares of all series of PCS Common Stock (or approximately 8.6% of the aggregate voting power of all series of PCS Common Stock and PCS Preferred 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 IRS Identification Number: N/A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_] (b)[X| 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 NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY o 43,118,018 shares of Class OWNED BY A Common Stock(equivalent in EACH voting power to 43,118,018 shares REPORTING of Series 3 FON Common Stock and PERSON WITH 21,559,009 shares of Series 3 PCS Common Stock) o 44,136,857 shares of Series 3 FON Common Stock o 34,441,023 shares of Series 3 PCS Common Stock 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 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 44,136,857 shares of Series 3 FON Common Stock o 34,441,023 shares of Series 3 PCS Common Stock 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 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), 44,136,857 shares of Series 3 FON Common Stock and 34,441,023 shares of Series 3 PCS Common Stock. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50% of Class A Common Stock, approximately 49.8% of Series 3 FON Common Stock and approximately 49% of Series 3 PCS Common Stock, estimated to represent approximately 9.2% of the aggregate voting power of the capital stock of the Issuer. If the Class A Common Stock, the Series 3 FON Common Stock and the Series 3 PCS Common Stock were converted into Series 1 FON Common Stock and Series 1 PCS Common Stock, the Class A Common Stock, the Series 3 FON Common Stock and the Series 3 PCS Common Stock would represent approximately 9.9% of the Series 1 FON Common Stock and approximately 5.7% of the aggregate number of outstanding shares of all series of PCS Common Stock (or approximately 8.4% of the aggregate voting power of all series of PCS Common Stock and PCS Preferred Stock). 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 11 (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 filed on May 28, 1998, Amendment No. 3 to the Schedule 13D filed on December 1, 1998, Amendment No. 4 to the Schedule 13D filed on February 12, 1999, Amendment No. 5 to the Schedule 13D filed on February 24, 1999, Amendment No. 6 to the Schedule 13D filed on April 1, 1999, Amendment No. 7 to the Schedule 13D filed on July 6, 1999, Amendment No. 8 to the Schedule 13D filed on October 8, 1999, Amendment No. 9 to the Schedule 13D filed on January 10, 2000, and Amendment No. 10 to the Schedule 13D filed on January 25, 2000 (as amended and supplemented, the "Schedule 13D"), of Deutsche Telekom AG ("DT") and France Telecom ("FT"), with respect to the FON Common Stock - Series 1, par value $2.00 per share (the "Series 1 FON Common Stock"), and the PCS Common Stock - Series 1, par value $1.00 per share (the "Series 1 PCS 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. In early 2000, the Issuer announced a two-for-one stock split of its PCS Common Stock in the form of a dividend payable in shares of PCS Common Stock of the Issuer. A comparable dividend was announced on the Class A Common Stock of the Issuer. New shares were issued on February 4, 2000 to holders of record on January 14, 2000. Accordingly, (i) DT received 7,127,161 shares of Series 3 PCS Common Stock of the Issuer in respect of the 7,127,161 shares of Series 3 PCS Common Stock of the Issuer owned by DT and 21,559,009 shares of Series 3 PCS Common Stock of the Issuer in respect of the 43,118,018 shares of Class A Common Stock of the Issuer owned by DT, and (ii) FT received 6,441,007 shares of Series 3 PCS Common Stock of the Issuer in respect of the 6,441,007 shares of Series 3 PCS Common Stock of the Issuer owned by FT and 21,559,009 shares of Series 3 PCS Common Stock of the Issuer in respect of the 43,118,018 shares of Class A Common Stock of the Issuer owned by FT. ITEM 2. IDENTITY AND BACKGROUND ----------------------- 1. Deutsche Telekom AG Numbered paragraph 1 of Item 2 to the Schedule 13D is amended and supplemented by adding the following at the end thereof: Information regarding the members of the Board of Management of DT is set forth on Schedule I attached hereto, which Schedule is incorporated herein by reference. Except as set forth on Schedule I, all of the members of the Board of management of DT are citizens of Germany. During the last five years, neither DT, NAB, nor, to the best knowledge of DT, any person named on Schedule I, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding it is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 2. France Telecom Numbered paragraph 2 of Item 2 to the Schedule 13D is amended and supplemented by adding the following at the end thereof: Information regarding the directors and executive officers of FT is set forth on Schedule II attached hereto, which Schedule is incorporated herein by reference. Except as set forth on Schedule II, all of the directors and executive officers or FT are citizens of France. During the last five years, neither FT, nor, to the best knowledge of FT, any person named on Schedule II, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial administrative body of competent jurisdiction as a result of which proceeding it is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 4. PURPOSE OF THE ACQUISITION -------------------------- Item 4 of the Schedule 13D is hereby amended by adding the following at the end thereof: On February 20, 2001, the Issuer filed a registration statement on Form S-3 with the Securities and Exchange Commission relating to a proposed offering and sale of FON Common Stock beneficially owned by DT and FT pursuant to the exercise by DT and FT of one demand right under the Amended and Restated Registration Rights Agreement and pursuant to an Offering Process Agreement dated as of February 20, 2001, between the Issuer, DT, NAB and FT (the "Offering Process Agreement"). A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This Schedule 13D shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The Offering Process Agreement sets forth the parties' agreements concerning the timing and mechanics of the offering by DT (including NAB) and FT of FON Common Stock (the "FON Offering") in relation to a proposed offering of PCS Stock by the Issuer. Under the Offering Process Agreement, each of DT and FT is required to refrain from disposing of or requesting that the Issuer register their shares of PCS Stock, subject to certain exceptions, until the earliest to occur of (1) 180 days following the closing of the Issuer's PCS offering, if the PCS offering is closed by December 31, 2001, (2) November 15, 2001, if the Issuer has not publicly announced its intention to commence its PCS offering by such date, and (3) January 1, 2002, if the Issuer's PCS offering is not closed by December 31, 2001. Upon the occurrence of certain events, the Issuer is permitted to pursue its PCS offering in lieu of pursuing the FON Offering. Each of DT, NAB and FT also have agreed not to request that the Issuer include any of their securities in the Issuer's PCS offering. The Offering Process Agreement provides that the Issuer will not commence marketing for its PCS offering until at least two weeks after the completion of the FON Offering. The Offering Process Agreement also provides for the selection of the managing underwriters for the FON Offering and amends the Registration Rights Agreement between the Issuer, DT, NAB and FT to clarify that after an offering, the 90-day prohibition on sales of securities will apply to all parties only as to the class of the Issuer's securities sold in that offering. DT, NAB and FT are permitted to transfer their securities to certain special purpose vehicles for their benefit, so long as the transferees execute agreements that provide for the same selling restrictions that apply to DT, NAB and FT. In addition, DT, NAB and FT agree, until no later than July 15, 2001, to vote their securities of the Issuer at meetings of the Issuer's stockholders (i) in the case of FT and its subsidiaries, in favor or opposition to certain specified proposals to be presented to the Issuer's stockholders for approval, as provided in the Offering Process Agreement, and, as to other stockholder proposals that may be presented to the Issuer's stockholders, for and/or against, in a manner at least as favorable to the Issuer in proportion to the number of votes cast by the Issuer's stockholders other than DT, NAB and FT, and (ii) in the case of DT and its subsidiaries, in favor or opposition to the Issuer's stockholder proposals, in a manner at least as favorable to the Issuer in proportion to the votes cast by the Issuer's stockholders other than DT, NAB and FT; provided however, that each of DT, NAB and FT reserves its right to vote its securities of the Issuer in its sole discretion as to any extraordinary corporate transactions involving the Issuer. In connection with the Offering Process Agreement, DT and FT entered into a letter agreement dated as of February 20, 2001 (the "Letter Agreement") providing for the coordination of their rights under the Offering Process Agreement. The Offering Process Agreement is attached as Exhibit 1 hereto and incorporated herein by reference, and the Letter Agreement is attached as Exhibit 2 hereto and incorporated herein by reference. As previously described, neither FT nor DT (including NAB) currently intends to remain a long-term stockholder of the Issuer and each of FT and DT (including NAB) expects to dispose of its remaining shares of the Issuer in an orderly manner in light of market conditions and subject to applicable legal requirements and contractual restrictions contained in the Amended and Restated Stockholders' Agreement, as amended, and the Offering Process Agreement. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER ------------------------------------ 1. Deutsche Telekom AG (a-b) On February 20, 2001, DT (indirectly through NAB) was the beneficial owner of 43,118,018 shares of Class A Common Stock (50% of the outstanding Class A Common Stock), 44,464,179 shares of Series 3 FON Common Stock (approximately 50.2% of the outstanding Series 3 FON Common Stock), and 35,813,331 shares of Series 3 PCS Common Stock (approximately 51% of the outstanding Series 3 PCS Common Stock), estimated to represent approximately 9.3% of the aggregate voting power of the outstanding capital stock of the Issuer, calculated on the basis of 86,236,036 shares of Class A Common Stock, 709,765,914 shares of Series 1 FON Common Stock, 88,601,036 shares of Series 3 FON Common Stock, 507,439,296 shares of Series 1 PCS Common Stock, 355,424,153 shares of Series 2 PCS Common Stock, 70,254,354 shares of Series 3 PCS Common Stock, 246,766 shares of PCS Preferred Stock and certain other 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, Series 3 FON Common Stock and Series 3 PCS Common Stock beneficially owned by DT were converted into Series 1 FON Common Stock and Series 1 PCS Common Stock, the Class A Common Stock, Series 3 FON Common Stock and Series 3 PCS Common Stock beneficially owned by DT would have represented approximately 9.9% of the Series 1 FON Common Stock and approximately 5.9% of the aggregate number of outstanding shares of all series of PCS Common Stock (or approximately 8.6% of the aggregate voting power of all series of PCS Common Stock and PCS Preferred Stock). By virtue of their relationship, DT and NAB may be deemed to share voting power and dispositive power with respect to the securities of the Issuer beneficially owned by them. DT and NAB hereby disclaim beneficial ownership of the securities of the Issuer owned by FT, as described herein. On February 20, 2001, Ron Sommer, Chairman of the Board of Management of DT, beneficially owned 777 shares of Series 1 FON Common Stock and an additional 11,000 shares of Series 1 FON Common Stock that may be acquired upon the exercise of stock options under the Issuer's stock option plans. (c) Neither DT nor NAB, nor to the best knowledge of DT, any of the persons listed in Schedule I hereto, nor either managing director of NAB, effected any transaction in the FON Common Stock and PCS Common Stock of the Issuer since December 19, 2000. (d) No one other than NAB 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, Series 3 FON Common Stock and Series 3 PCS Common Stock beneficially owned by DT and NAB. 2. France Telecom -------------- (a-b) On February 20, 2001, FT was the beneficial owner of 43,118,018 shares of Class A Common Stock (50% of the outstanding Class A Common Stock), 44,136,857 shares of Series 3 FON Common Stock (approximately 49.8% of the outstanding Series 3 FON Common Stock), and 34,441,023 shares of Series 3 PCS Common Stock (approximately 49% of the outstanding Series 3 PCS Common Stock), estimated to represent approximately 9.2% of the aggregate voting power of the outstanding capital stock of the Issuer, calculated on the same basis described in numbered paragraph 1 of Item 5 above. If the Class A Common Stock, Series 3 FON Common Stock and Series 3 PCS Common Stock beneficially owned by FT were converted into Series 1 FON Common Stock and Series 1 PCS Common Stock, the Class A Common Stock, Series 3 FON Common Stock and Series 3 PCS Common Stock beneficially owned by FT would have represented approximately 9.9% of the Series 1 FON Common Stock and approximately 5.7% of the aggregate number of outstanding shares of all series of PCS Common Stock (or approximately 8.4% of the aggregate voting power of all series of PCS Common Stock and PCS Preferred Stock). FT hereby disclaims beneficial ownership of the securities of the Issuer owned by DT (indirectly through NAB), as described herein. (c) Neither FT, nor, to the best knowledge of FT, any of the persons listed in Schedule II hereto, effected any transaction in the FON Common Stock and PCS Common Stock of the Issuer since December 19, 2000. (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, Series 3 FON Common Stock and Series 3 PCS Common Stock beneficially owned by FT. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS -------------------------------- Item 7 of the Schedule 13D is hereby amended by adding the following Exhibit: Exhibit 1 Offering Process Agreement dated as of February 20, 2001 among FT, DT, NAB and the Issuer. Exhibit 2 Letter Agreement dated as of February 20, 2001 by and between FT and DT 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 20, 2001 DEUTSCHE TELEKOM AG By: /s/ Kevin Copp -------------------------- Name: Kevin Copp Title: Head of International Legal Affairs 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 20, 2001 FRANCE TELECOM By: /s/ Jean-Louis Vinciguerra --------------------------- Name: Jean-Louis Vinciguerra Title: Senior Executive Vice- President and Chief Financial Officer Schedule I Board of Management of Deutsche Telekom AG The following table sets forth the names and addresses of the members of DT's Board of Management. Each member of the Board of Management is principally employed by DT. The Board of Management - ----------------------- Dr. Ron Sommer Chairman Deutsche Telekom AG Postfach 20 00 53105 Bonn Josef Brauner Deutsche Telekom AG Postfach 20 00 53105 Bonn Detlef Buchal Deutsche Telekom AG Postfach 20 00 53105 Bonn Dr. Karl-Gerhard Eick Deutsche Telekom AG Postfach 20 00 53105 Bonn Jeffrey A. Hedberg Deutsche Telekom AG Postfach 20 00 53105 Bonn Citizen of the United States of America Dr. Hagen Hultzsch Deutsche Telekom AG Postfach 20 00 53105 Bonn Dr. Heinz Klinkhammer Deutsche Telekom AG Postfach 20 00 53105 Bonn Dipl. Ing. Gerd Tenzer Deutsche Telekom AG Postfach 20 00 53105 Bonn Schedule II Directors and Executive Officers of France Telecom The following table sets forth the directors and executive officers of France Telecom, and their principal occupation or employment. The business address of all such persons for purposes of this Schedule 13D is France Telecom, 6 place d'Alleray, 75505 Paris Cedex 15, France. Board of Directors - ------------------ Michel Bon Chairman and Chief Executive Officer Francois Grappotte Chairman and Chief Executive Officer, Legrand Michael Likierman Co-Chairman and Chief Executive Officer, Grand Vision S.A. Jean Simonin Managing Director, Residential Agency of Toulouse Jean-Paul Bechat Chairman and Chief Executive Officer, SNECMA Alain Costes Director of Technology, Ministry of Research Pierre-Francois Couture Chairman of the Mining and Chemical Company Yannick d' Escatha Delegated Managing Director of Industry to Electricite de France Roger Fauroux Chairman of honour of Saint-Gobain Pierre Gadonneix President, Gaz de France Nicolas Jachiet Head of Investment Monitoring Division, Treasury Department, Ministry of the Economy,Finance and Industry Jacques de Larosiere Advisor to Paribas Sophie Mahieux Budget Director, Ministry of the Economy, Finance and Industry Jacques Rigaud Honorary Advisor of State Alain Baron Employee of France Telecom Jean-Yves Bassuel Employee of France Telecom Monique Biot Employee of France Telecom Michel Bonneau Employee of France Telecom Michelle Brisson-Autret Employee of France Telecom Jean-Claude Desrayaud Employee of France Telecom Michel Gaveau Employee of France Telecom Executive Officers - ------------------ Michel Bon Chairman and Chief Executive Officer Jean-Francois Pontal Chief Executive Officer of Orange Andre Cathelineau Chief Executive Vice President, Dealership Networks Jacques Champeaux Executive Vice President, Large Business Division Nicolas Dufourcq Chairman and CEO of Wanadoo Marc Fossier Group Vice President Public Affairs, Group Executive Vice President Consumer Wireline Services Bernard Bresson Senior Vice President, Human Resources Jean-Yves Gouiffes Executive Vice President, Network Division Jean-Jacques Damlamian Executive Vice President, Development Division Jean-Louis Vinciguerra Senior Executive Vice President and Chief Financial Officer Marie-Claude Peyrache Executive Vice President, Corporate Communications EX-1 2 0002.txt EXHIBIT 1 --------- - -------------------------------------------------------------------------------- OFFERING PROCESS AGREEMENT AMONG FRANCE TELECOM, DEUTSCHE TELEKOM AG, NAB NORDAMERIKA BETEILIGUNGS HOLDING GmbH AND SPRINT CORPORATION Dated as of February 20, 2001 - -------------------------------------------------------------------------------- OFFERING PROCESS AGREEMENT THIS OFFERING PROCESS AGREEMENT, dated as of February 20, 2001 (this "Agreement"), is entered into by and among France Telecom, a societe anonyme organized under the laws of France ("FT"); Deutsche Telekom AG, an Aktiengesellschaft organized under the laws of Germany ("DT"); NAB Nordamerika Beteiligungs Holding GmbH, a limited liability company duly organized under the laws of Germany and a wholly owned subsidiary of DT ("NAB"); and Sprint Corporation, a corporation organized under the laws of the State of Kansas ("Sprint"). FT, DT, NAB and Sprint are collectively referred to herein as the "Parties." Terms used and not defined herein have the meanings assigned to such terms in the Sprint Articles of Incorporation. WHEREAS, each of FT, DT, NAB and Sprint is a party to the Amended and Restated Registration Rights Agreement, dated as of November 23, 1998 (as amended by the Master Transfer Agreement (the "Master Transfer Agreement"), dated as of January 21, 2000, between and among FT, DT, NAB, Atlas Telecommunications S.A., a societe anonyme duly organized under the laws of Belgium, the JV Entities and Sprint, the "Registration Rights Agreement"); WHEREAS, each of FT, DT and NAB proposes to dispose of shares of FON Stock in an underwritten public offering; WHEREAS, Sprint proposes to sell newly issued shares of PCS Stock in a separate underwritten public offering; and WHEREAS, in connection with such offerings, Sprint, on the one hand, and FT, DT and NAB, on the other hand, wish to set forth an agreed upon method of complying with the provisions of, and to amend certain provisions of, the Registration Rights Agreement; NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Sprint, FT, DT and NAB, intending to be legally bound, hereby agrees as follows: Section 1. FON Stock Offering ------------------ (a) Request. FT, DT and NAB (each a "Selling Stockholder," and collectively the "Selling Stockholders") hereby request Sprint, pursuant to Section 1.1 of the Registration Rights Agreement, to effect the registration of shares of Series 3 FON Stock and shares of Series 3 FON Stock issuable with respect to the Class A Common Stock (together, "FT/DT FON Stock") owned by them in connection with an underwritten public offering of such shares (the "FON Offering") to be conducted in accordance with the terms of this Agreement. (b) Number and Designation of Shares. The Selling Stockholders hereby request that Sprint register for sale in the FON Offering all shares of Series 3 FON Stock, and all shares of Series 3 FON Stock issuable with respect to shares of Class A Common Stock, held by the Selling Stockholders and their Affiliates. The parties acknowledge that the registration statement and prospectus for the FON Offering shall indicate the registration and offering of such shares by designating the registration of shares of Series 1 FON Stock. (c) Exercise of Request Registration Rights. Subject to the terms of the Registration Rights Agreement, the request set forth in Section 1(a) hereof shall count as one registration request under the Registration Rights Agreement. Notwithstanding the foregoing, for purposes of clause (i) of the first proviso to Section 1.1(a) of the Registration Rights Agreement, the registration for the FON Offering shall be deemed to have been effected as of the date that the registration statement for the FON Offering is declared effective, unless the FON Offering is not completed, in which case the FON Offering shall be deemed to have been effected on the date of the first printed preliminary prospectus for the FON Offering (unless such registration does not become effective under the Securities Act due to material adverse developments involving Sprint or actions taken by Sprint) or at such time, if any, after filing and prior to such printing that the FON Offering is terminated pursuant to Section 3(b)(A) or (B) hereof (unless such termination shall have resulted from material adverse developments involving Sprint or actions taken by Sprint). (d) Sprint Participation. Sprint shall not seek to sell any securities in the FON Offering. Section 2. PCS Stock Offering ------------------ (a) Proposed Offering. Sprint proposes to complete, during 2001, in accordance with the terms of this Agreement, an underwritten public offering of newly issued shares of PCS Stock (the first such offering completed by Sprint in 2001 is referred to as the "PCS Offering"). (b) Selling Stockholder Participation. None of the Selling Stockholders shall seek to sell any securities in the PCS Offering, and accordingly, with respect to the PCS Offering, each of the Selling Stockholders hereby waives the right to receive notice of, and the right to exercise, any incidental registration rights granted to the Selling Stockholders pursuant to Section 1.2 of the Registration Rights Agreement. Section 3. Timing of Offerings ------------------- (a) Filing of Registration Statements. Sprint shall, promptly after the execution of this Agreement, file with the Securities and Exchange Commission (the "Commission") a registration statement for the FON Offering. (b) Completion or Suspension of FON Offering. Sprint shall, subject to the terms of the Registration Rights Agreement, use reasonable efforts to cause the registration statement filed with respect to the FON Offering to become effective under the Securities Act. Each of Sprint and the Selling Stockholders shall use reasonable efforts to pursue the completion of the FON Offering. Prior to the date of the first printed preliminary prospectus for the FON Offering, the Selling Stockholders may change the number of their respective shares of FT/DT FON Stock to be offered in the FON Offering and one (but not both) Selling Stockholders may withdraw from the FON Offering. If (A) Selling Stockholders holding a majority of the securities to be registered for sale in the FON Offering notify Sprint that they have determined in good faith, at any point during the FON Offering, that market conditions are not suitable for completion of the FON Offering, or (B) the FON Offering is not completed within twenty-five (25) business days following the Trigger Date, then Sprint shall, in the case of clause (A) and may, if it so elects in its sole discretion, in the case of clause (B), promptly terminate its efforts to complete the FON Offering and shall be permitted, until December 31, 2001, to pursue the PCS Offering, as set forth below, in lieu of pursuing the FON Offering. If the FON Offering is so terminated, any future offering of FON Stock by any of the Selling Stockholders shall not be considered the "FON Offering" for purposes of this Agreement. The "Trigger Date" means the earlier of (1) the date on which the staff of the Commission advises Sprint, and Sprint advises the other Parties, that the Commission has no comments or no further comments on the registration statement as then filed ("SEC Clearance") and (2) the date of the first printed preliminary prospectus for the FON Offering; provided, however, that after April 30, 2001, the 25 business day period set forth in clause (B) above shall be tolled for any period following the date of SEC Clearance date during which Sprint has suspended its efforts to complete the FON Offering, as described below. If preliminary prospectuses for the FON Offering have not been printed on or before April 30, 2001 (May 3, 2001 if SEC Clearance is received between April 26, 2001 and April 30, 2001) (or, in either case, such later date as Sprint may determine in its sole discretion), then at any one time after such date, if Sprint intends within the following 14 days, or such longer period as Sprint determines is reasonably necessary, but in no event longer than within the following 30 days, to print preliminary prospectuses in order to commence marketing for the PCS Offering, and so informs the requesting Selling Stockholders in writing, Sprint may, if it so elects in its sole discretion, and if the preliminary prospectuses have not yet been printed for the FON Offering, suspend its efforts to complete the FON Offering for so long as Sprint continues to use reasonable efforts to pursue the PCS Offering. If Sprint so elects, then the Selling Stockholders may, beginning on the date that is thirty (30) days after completion of the PCS Offering (or immediately if Sprint abandons the PCS Offering), request that Sprint resume reasonable efforts to cause the registration statement filed with respect to the FON Offering to become effective and to perform its other obligations with respect to the FON Offering under this Agreement, and, if so requested, Sprint shall, subject to the provisions of the Registration Rights Agreement (including Section 1.4 thereof), do so. Sprint shall provide prompt written notice to each Selling Stockholder if it elects to abandon or otherwise terminate the PCS Offering. Any such request by the Selling Stockholders that Sprint resume the FON Offering shall not be deemed to be an additional registration request by the Selling Stockholders under the Registration Rights Agreement. (c) Commencement of PCS Offering Road Show. No "road show" or other series of presentations to prospective investors for the PCS Offering shall commence until at least two (2) weeks following the execution of the underwriting agreement for the FON Offering. Section 4. Announcements. The Selling Stockholders agree to use commercially reasonable efforts to coordinate their public announcements regarding the PCS Offering, if any, with Sprint. The Selling Stockholders and Sprint agree to use commercially reasonable efforts to coordinate their public announcements regarding the FON Offering. Section 5. Lockups Agreements; Amendment to Registration --------------------------------------------- Rights Agreement. ----------------- (a) Lockup Restrictions. ------------------- (i) Sprint FON Restriction. Sprint acknowledges and confirms, pursuant to Section 1.5(c)(ii) of the Registration Rights Agreement, as amended by Section 5(b) hereof, that Sprint shall not effect any public sale or distribution of shares of FON Stock or securities convertible into or exchangeable or exercisable for shares of FON Stock during the ten days before and the ninety days after the registration of the FON Offering has become effective. (ii) Selling Stockholders' PCS Stock Restriction. In addition to Section 3(b), each of the Selling Stockholders acknowledges and agrees that, until the earliest to occur of (x) November 15, 2001, if Sprint has not publicly announced its intention to commence the PCS Offering by such date, (y) 180 days following the closing of the PCS Offering (if the PCS Offering is closed by December 31, 2001) and (z) January 1, 2002 (if the PCS Offering is not closed by December 31, 2001) (such earliest date being referred to as the "Lockup Termination Date"), none of the Selling Stockholders or their subsidiaries shall transfer, sell, monetize, hedge or otherwise dispose of, or request registration pursuant to Section 1.1 of the Registration Rights Agreement of, any PCS Stock (including shares of PCS Stock issuable in respect of the shares of Class A Common Stock held by the Selling Stockholders) or securities convertible into or exchangeable or exercisable for such shares. Notwithstanding any of the foregoing or any provision of the Amended and Restated Stockholders' Agreement among FT, DT and Sprint, dated as of November 23, 1998, as amended by the Master Transfer Agreement dated January 21, 2000 (as amended, the "Stockholders' Agreement"), during the period from the date hereof through the Lockup Termination Date: (A) The Selling Stockholders may, alone or in conjunction with Third Parties, as defined below, sell such shares pursuant to Rule 144 under the Securities Act and/or enter into hedging transactions with respect to such shares, in either case, with the prior written consent of Sprint, which consent shall not be unreasonably withheld. (B) The Selling Stockholders may at any time until December 31, 2001, acting alone or together, transfer Sprint securities to one or a limited number of special purpose vehicles or other financial intermediaries or financial institutions for the benefit of FT or DT (collectively "Third Parties"), which would agree to be bound by the provisions of Sections 8, this Section 5(a)(ii) hereof (in the case of Third Parties that hold PCS Stock) and Section 5(b)(i) hereof (in the case of Third Parties that hold FON Stock), except that Third Parties may borrow against those Sprint securities or use such Sprint securities as collateral, or engage in swap or hedging transactions with any of the Selling Stockholders, but not involving other third parties, to transfer the risk of ownership of such securities to such Selling Stockholder (by way of clarification, a Third Party, as a result of being so bound, would not be permitted to sell short or engage in any transaction that is the equivalent of a sale with any party other than the Selling Stockholders, without Sprint's consent). Third Parties, to the extent permitted by Section 5(a)(ii) and Section 5(b)(i) hereof, would be permitted to transfer, sell, monetize, hedge or otherwise dispose of (A) FON Stock, immediately following the FON Offering or any abandonment thereof (subject to Section 5(b)(i) hereof) if any FON Stock remains unsold after the FON Offering, (B) PCS Stock, beginning on the Lockup Termination Date, and (C) FON Stock and PCS Stock at any time upon obtaining Sprint's prior written consent; such consent not to be unreasonably withheld.. If Selling Stockholders elect to cause the Third Parties to make a public sale of Sprint securities, then the Selling Stockholders will be permitted to exercise their rights under the Registration Rights Agreement for the benefit of the Third Parties, and, if all or substantially all of the PCS Stock or FON Stock, as applicable, held by the Selling Stockholders and their subsidiaries are offered in such public sale, including for this purpose shares that are offered to cover underwriter over-allotments, then such rights under Section 1.3(j) of the Registration Rights Agreement shall be deemed to include the rights set forth in Section 7 hereof as to such sale. Any (x) Third Party that is a special purpose subsidiary of a Selling Stockholder and (y) Third Party that acquires Sprint securities from the Selling Stockholders with more than five percent of the Voting Power of Sprint would agree to be bound by the Standstill Agreement and Section 2.4 of the Stockholders' Agreement, to the same extent as the relevant Selling Stockholder. (C) In a manner not prohibited by the Standstill Agreement, the Selling Stockholders may at any time, acting alone or together, transfer Sprint securities by tendering their shares into a bona fide tender offer or exchange offer made to all holders of Sprint securities which does not involve a violation of the Standstill Agreement. (b) Amendments to Registration Rights Agreement. ------------------------------------------- (i) Amendment to Section 1.5(c)(i). Effective as of the date hereof, Section 1.5(c)(i) of the Registration Rights Agreement is hereby amended by substituting the following in replacement thereof: "During the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 with respect to which a holder of Eligible Securities has a right to participate has become effective, such holder of Eligible Securities agrees by becoming a holder of such Eligible Securities not to effect any public sale or distribution of shares of the same class of equity securities of the Company offered in such underwritten registration, or any securities convertible into or exchangeable or exercisable for shares of such class of equity securities, including a sale pursuant to Rule 144 under the Securities Act (or any similar provision then in force), except as part of such underwritten registration." (ii) Amendment to Section 1.5(c)(ii). Effective as of the date hereof, Section 1.5(c)(ii) of the Registration Rights Agreement is hereby amended by deleting the following clause: "The Company agrees not to effect any public sale or distribution of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities during the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 has become effective" and by replacing such clause with the following: "During the ten days before and the 90 days after any underwritten registration pursuant to Section 1.1 or 1.2 has become effective, the Company agrees not to effect any public sale or distribution of shares of the same class of equity securities offered in such underwritten registration, or securities convertible into or exchangeable or exercisable for shares of such class of equity securities" (iii) Amendment to Section 1.3(a). Effective as of the date hereof, Section 1.3(a) of the Registration Rights Agreement shall be amended such that after the words " ...before filing such registration statement or any amendments thereto," the following parenthetical shall be inserted: "(for purposes of this subsection, amendments shall not be deemed to include any filing that the Company is required to make pursuant to the Exchange Act)". Section 6. Managing Underwriters. (a) Selection of Managing Underwriters. Goldman Sachs, Morgan Stanley Dean Witter and UBS Warburg LLC shall act as the book running managing underwriters for the FON Offering (each an "Underwriter," and collectively, the "Managing Underwriters"). (b) Compensation of Managing Underwriters. Any selling commissions, discounts or other compensation to be received by the Managing Underwriters shall be divided equally among the three Managing Underwriters. Section 7. Road Shows. In connection with the FON Offering, as appropriate in light of the size of the FON Offering indicated in the first preliminary prospectus that is printed, Sprint shall provide special assistance to the Underwriters in their selling efforts, including, but not limited to (i) the preparation of "road show" materials and (ii) the participation of certain members of Sprint's management in such "road show." Section 8. Voting Agreement. With respect to each Selling Stockholder, until the earlier of (a) July 15, 2001 and (b) the time at which such Selling Stockholder and its subsidiaries have disposed of all of their shares of capital stock of Sprint, FT, DT and NAB and their subsidiaries hereby irrevocably agree, at any special meeting or any other meeting of stockholders of Sprint, however called, and in any action by written consent of stockholders of Sprint, to vote (or cause to be voted) or execute a written consent as to all shares of capital stock of Sprint held by such party and its subsidiaries (A) as to FT and its subsidiaries, in favor of the adoption or approval or against any proposal relating to the matters set forth on Exhibit A, as indicated on Exhibit A, and in a manner at least as favorable to Sprint ("favorable" meaning in accordance with the recommendation of the Sprint Board of Directors) as for and/or against any other proposal that is voted upon, in proportion to the number of votes cast for and against such proposal by the holders of voting capital stock of Sprint who are not Selling Stockholders or their subsidiaries, and (B) as to DT and NAB and their subsidiaries, in a manner at least as favorable to Sprint ("favorable" meaning as specified in Exhibit A as to proposals relating to the matters on Exhibit A, and in accordance with the recommendation of the Sprint Board of Directors as to other proposals) as for and/or against any proposal that is voted upon, in proportion to the number of votes cast for and against such proposal by the holders of voting capital stock of Sprint other than the Selling Stockholders; provided that this Section 8 shall not affect the right of the Selling Stockholders and their subsidiaries to vote any shares of capital stock of Sprint in their sole discretion as to extraordinary corporate transactions such as a merger, or consolidation, disposition of all or substantially all assets, dissolution or liquidation involving Sprint or an acquisition of all or substantially all of the assets of Sprint. For purposes of this Section 8, the Selling Stockholders and their subsidiaries shall be deemed to have retained any shares of capital stock of Sprint that are owned at the time of a record date for any meeting of Sprint stockholders through the date of the related meeting of Sprint stockholders. Section 9. Miscellaneous. ------------- (a) Effect of Registration Rights Agreement. The Registration Rights Agreement shall remain in full force and effect and shall govern as to the FON Offering; provided, however, that this Agreement shall control as to any matter inconsistent with the Registration Rights Agreement; provided, further, that nothing in this Agreement (other than Section 5(b)) shall be deemed to modify the parties' respective rights and duties under the Registration Rights Agreement as to offerings and activities of the Parties other than the FON Offering and the PCS Offering. (b) Additional Parties. Upon the Transfer of any shares of Class A Stock to a Qualified Subsidiary or Qualified Stock Purchaser in accordance with the terms of the Stockholders' Agreement, such Qualified Subsidiary or Qualified Stock Purchaser shall become a party to this Agreement by agreeing in writing to be bound by the terms and conditions of this Agreement. Any transfer to a Third Party permitted by Section 5 shall require a written assumption of the terms of this Agreement by such transferee. (c) Binding Agreement; No Third Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. Except as set forth herein and by operation of law, no Party may assign or delegate all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of each of the other Parties to this Agreement. Nothing expressed or implied herein is intended or shall be construed to confer upon or give to any third party any rights or remedies by virtue hereof. (d) Governing Law; Dispute Resolution; Equitable Relief. --------------------------------------------------- (i) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW). (ii) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ITS OBLIGATIONS OR LIABILITIES UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT BY SUCH PARTY ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IN THE EVENT (BUT ONLY IN THE EVENT) SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION, SUIT OR PROCEEDING, IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY, AND EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY ACCEPTS AND SUBMITS TO THE JURISDICTION OF EACH OF THE AFORESAID COURTS IN PERSONAM, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A JURY TRIAL IN ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EACH OF SELLING STOCKHOLDERS HEREBY IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM (IN SUCH CAPACITY, THE "PROCESS AGENT"), WITH AN OFFICE AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, FOR AND ON ITS BEHALF SERVICE OF PROCESS IN SUCH JURISDICTION IN ANY LEGAL ACTION OR PROCEEDINGS WITH RESPECT TO THIS AGREEMENT, AND SUCH SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY THEREOF TO THE PROCESS AGENT, PROVIDED THAT IN THE CASE OF ANY SUCH SERVICE UPON THE PROCESS AGENT, THE PARTY EFFECTING SUCH SERVICE SHALL ALSO DELIVER A COPY THEREOF TO EACH OF THE SELLING STOCKHOLDERS IN THE MANNER PROVIDED HEREIN. EACH OF THE SELLING STOCKHOLDERS SHALL TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO CONTINUE SAID APPOINTMENT IN FULL FORCE AND EFFECT OR TO APPOINT ANOTHER AGENT SO THAT EACH OF THE SELLING STOCKHOLDERS WILL AT ALL TIMES HAVE AN AGENT FOR SERVICE OF PROCESS FOR THE ABOVE PURPOSES IN NEW YORK, NEW YORK. IN THE EVENT OF THE TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS AND BUSINESS OF THE PROCESS AGENT TO ANY OTHER CORPORATION BY CONSOLIDATION, MERGER, SALE OF ASSETS OR OTHERWISE, SUCH OTHER CORPORATION SHALL BE SUBSTITUTED HEREUNDER FOR THE PROCESS AGENT WITH THE SAME EFFECT AS IF NAMED HEREIN IN PLACE OF CT CORPORATION SYSTEM. EACH OF THE SELLING STOCKHOLDERS FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED AIRMAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN THIS AGREEMENT, SUCH SERVICE OF PROCESS TO BE EFFECTIVE UPON ACKNOWLEDGMENT OF RECEIPT OF SUCH REGISTERED MAIL. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH OF THE SELLING STOCKHOLDERS EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING WAIVER IS INTENDED TO BE IRREVOCABLE UNDER THE LAWS OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA. (iii) EACH PARTY HERETO AGREES THAT MONEY DAMAGES WOULD NOT BE A SUFFICIENT REMEDY FOR THE OTHER PARTIES HERETO FOR ANY BREACH OF THIS AGREEMENT BY IT, AND THAT IN ADDITION TO ALL OTHER REMEDIES THE OTHER PARTIES HERETO MAY HAVE, THEY SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND TO INJUNCTIVE OR OTHER EQUITABLE RELIEF AS A REMEDY FOR ANY SUCH BREACH TO THE EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY HERETO AGREES, TO THE EXTENT PERMITTED BY LAW, NOT TO OPPOSE THE GRANTING OF SUCH RELIEF IN THE EVENT A COURT DETERMINES SUCH A BREACH HAS OCCURRED, AND TO WAIVE ANY REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND IN CONNECTION WITH SUCH REMEDY. (e) Severability. The invalidity or unenforceability of any provision hereof in any jurisdiction will not affect the validity or enforceability of the remainder hereof in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. To the extent permitted by applicable law, each party hereto waives any provision of law that renders any provision hereof prohibited or unenforceable in any respect. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. (f) Headings; Counterparts. The headings in this Agreement are for convenience of reference only and will not affect the construction of any provisions hereof. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered will be deemed an original but all of which will constitute one and the same Agreement. (g) Waiver of Immunity. Each of the Selling Stockholders agrees that, to the extent that it or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise based upon its status as an agency or instrumentality of government from any legal action, suit or proceeding or from set off or counterclaim relating to this Agreement from the jurisdiction of any competent court, from service of process, from attachment prior to judgment, from attachment in aid of execution of a judgment, from execution pursuant to a judgment or an arbitral award or from any other legal process in any jurisdiction, it, for itself and its property expressly, irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity with respect to such matters arising with respect to this Agreement or the subject matter hereof or thereof (including any obligation for the payment of money). Each of the Selling Stockholders agrees that the waiver in this provision is irrevocable and is not subject to withdrawal in any jurisdiction or under any statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. Paragraph 1602 et seq. The foregoing waiver shall constitute a present waiver of immunity at any time any action is initiated against the Selling Stockholders with respect to this Agreement. (h) Waivers and Consents. Any Party to this Agreement may (i) extend the time for the performance of any of the obligations or other acts of the other Parties, or (ii) waive compliance with any of the agreements or conditions of the other Parties contained herein. Any such extension or waiver shall be valid only if set forth in writing signed by the Party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement. The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of any of such rights. Waivers or consents by the Selling Stockholders pursuant to this Agreement shall be effective if granted by Selling Stockholders holding at least a majority of the shares to be registered for sale in the FON Offering. (i) Expenses. Except as may otherwise be specified in this Agreement or the Registration Rights Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses. (j) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing, in English, and shall be given or made by delivery in person, by courier service, by telecopy, by e-mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section): (i) If to FT: 6 place d'Alleray 75505 Paris Cedex 15 France Telephone: 33-1-44-44-01-59 Telecopy: 33-1-44-44-01-75 Attention: Senior Executive Vice President and Chief Financial Officer (e-mail: jeanlouis.vinciguerra@francetelecom.com) with copies (which shall not constitute notice to FT) to: 6 place d'Alleray 75505 Paris Cedex 15 France Telephone: 33-1-44-44-84-76 Telecopy: 33-1-44-44-02-13 Attention: Chief Legal and Tax Officer (e-mail: emmanuel.guillaume@francetelecom.com) and Shearman & Sterling 599 Lexington Avenue New York, New York 10022 U.S.A. Telephone: 1 (212) 848-7058 Telecopy: 1 (212) 848-4051 Attention: Alfred J. Ross, Esq. (e-mail: aross@shearman.com) (ii) If to DT and NAB: Friedrich-Ebert-Allee 140 D-53113 Bonn Germany Telephone: 49-228-181-4000 Telecopy: 49-228-181-8602 Attention: Jeffrey Hedberg (e-mail: hedberg@telekom.de) with a copy (which shall not constitute notice to DT and NAB) to: Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 U.S.A. Telephone: 1 (212) 225-2670 Telecopy: 1 (212) 225-3999 Attention: Robert P. Davis, Esq. (e-mail: rdavis@cgsh.com) (iii) If to Sprint: 2330 Shawnee Mission Parkway, East Wing Westwood, Kansas 66205 U.S.A. Telephone: 1 (913) 624-8440 Telecopy: 1 (913) 624-8426 Attention: General Counsel (e-mail: Richard.Devlin@mail.sprint.com) and King & Spalding 191 Peachtree Street Atlanta, Georgia 30303 U.S.A. Telephone: 1 (404) 572-4600 Telecopy: 1 (404) 572-5100 Attention: Bruce N. Hawthorne, Esq. (e-mail: bhawthorne@kslaw.com) All such notices shall be deemed to have been duly given or made upon receipt; provided, however, that a notice sent via telecopy or e-mail shall only be deemed to have been duly given or made on the date that the sender thereof confirms it via courier service or by registered or certified mail (return receipt requested). (l) Entire Agreement. This Agreement, together with, subject to Section 9(a) hereof, the Registration Rights Agreement, constitute the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof and thereof. (m) Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by the Parties. (n) No Partnership. Nothing in this Agreement shall authorize any Party to act as an agent or representative of any of the others (or any of them) or to authorize any such Party to assume or create an obligation on behalf of the other (or others), except as expressly provided in this Agreement. (o) Terms Generally. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. Any term defined by reference to any agreement, instrument or document has the meaning assigned to it whether or not such agreement, instrument or document is in effect. The words "include", "includes" and "including" are deemed to be followed by the phrase "without limitation". Unless the context otherwise requires, any agreement, instrument or other document defined or referred to herein refers to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified from time to time. Unless the context otherwise requires, references herein to any Party include its successors and assigns. IN WITNESS WHEREOF, the parties have caused this Offering Process Agreement to be executed and delivered as of the date first above written. SPRINT CORPORATION By: ------------------------ Name: Title: FRANCE TELECOM By: ------------------------ Name: Title: DEUTSCHE TELEKOM AG By: ------------------------ Name: Title: NAB NORDAMERIKA BETEILIGUNGS HOLDING GmbH By: ---------------------------- Name: Dr. Joachim Peckert Title: Managing Director By: ---------------------------- Name: Mr. Heinz Klesing Title: Managing Director EXHIBIT A --------- Matters to Be Considered by Sprint Stockholders Proposals to the Sprint stockholders: o To vote for the election of three Class III Directors to serve for a term of three years: William T. Esrey, Linda Koch Lorimer and Stewart Turley o To approve amendments to Sprint's Articles of Incorporation: - reducing the minimum number of directors required and clarifying that the Board of Directors has the right to fill vacancies on the board, and - increasing the number of authorized shares of Series 1 PCS common stock, Series 2 PCS common stock and total authorized common stock o To approve amendments to Sprint's 1988 Employees Stock Purchase Plan increasing the number of shares of Series 1 PCS stock that may be issued under the plan by 12 million shares o To approve Ernst & Young LLP as independent auditors for 2001 o To vote against two Stockholder proposals, if presented at the meeting: - to require stockholder approval before any future repricing of options - to require stockholder approval before offering executive severance agreements that exceed 2X the executives' base salary. EX-2 3 0003.txt EXHIBIT 2 --------- THIS AGREEMENT, dated as of February 20, 2001 (this "Agreement") is entered into among France Telecom, a societe anonyme organized under the laws of France ("FT"), and Deutsche Telekom AG, an Aktiengesellschaft organized under the laws of Germany ("DT"). FT and DT are collectively referred to herein as the "Parties". Terms used and not defined herein have the meanings assigned to such terms in the Offering Process Agreement. WHEREAS, each of FT, DT and NAB Nordamerika Beteiligungs Holding GmbH, a limited liability company organized under the laws of Germany and a wholly owned subsidiary of DT ("NAB"), together with Sprint Corporation, a corporation organized under the laws of the State of Kansas ("Sprint") is a party to the Amended and Restated Registration Rights Agreement, dated as of November 23, 1998 as amended by the Master Transfer Agreement, the ("Registration Rights Agreement"); WHEREAS, FT and DT entered into a Coordination Agreement, dated as of July 31, 1995 (as amended on January 26, 2001, the "Coordination Agreement"), to coordinate their activities and to specify their respective rights and obligations with regard to their investments in Sprint, and on December 29, 1999, NAB entered into an Assumption Agreement, pursuant to which NAB became bound by the terms and conditions of the Coordination Agreement; WHEREAS, each of FT, DT and NAB proposes to dispose of shares of FON Stock in an underwritten public offering; WHEREAS, in connection with such offering, Sprint, on the one hand, and FT, DT and NAB, on the other hand, are concurrently with the signature of this Agreement entering into an Offering Process Agreement to agree upon a method of applying the provisions of, and amending certain provisions of, the Registration Rights Agreement; and WHEREAS, the Parties wish to coordinate the exercise of their rights with respect to the Offering Process Agreement and the FON Offering; NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of FT, DT and NAB, intending to be legally bound, hereby agrees as follows: Section 1. Disposition of FON Stock. ------------------------ Subject to the limitations set forth in the Offering Process Agreement, each of FT, on the one hand, and DT and NAB, on the other hand, may dispose of such shares of FON Stock as such party decides in its sole discretion in the FON Offering and may at any time or from time to time prior to the printing of preliminary prospectuses for the FON Offering change the number of shares of FON Stock that it offers in the FON Offering, or withdraw entirely from the FON Offering. Section 2. Exercise of Rights Under Offering Process Agreement. --------------------------------------------------- The Parties shall coordinate the exercise of their rights under the Offering Process Agreement and, unless agreed in writing by all Parties, no Party shall issue any notice or take any action pursuant to Section 3(b) of the Offering Process Agreement. Section 3. Cutbacks. -------- Any cutbacks in the size of the FON Offering that are requested by the underwriters for the FON Offering shall be allocated pro rata between FT, on the one hand, and DT and NAB, on the other hand, based upon the number of shares of FON Stock that such party proposes to offer at the time if any, that the underwriters recommend such cutbacks. Section 4. Pricing. ------- In connection with the underwriting agreement among the parties and the underwriters, the Parties will agree together on the same offer price and underwriting discounts and commissions for the FON Stock to be sold by them pursuant to the underwriting agreement before entering into such underwriting agreement. Section 5. Fees and Expenses. ----------------- Each Party will pay its own expenses in connection with the FON Offering, except (i) the underwriting discounts and commissions in connection with the FON Offering will be incurred pro rata by each party based on the amount of securities actually sold by each Party pursuant to the underwriting agreement and (ii) as otherwise borne by Sprint pursuant to the Registration Rights Agreement. Section 6. Miscellaneous. ------------- (a) The following provisions of Article VII of the Coordination Agreement (as if amended and restated following the amendment thereof) shall apply to this Agreement as if fully set forth herein: Section 7.2 (Notices); Section 7.3 (Waiver, Amendment); Section 7.4 (No Partnership); Section 7.5 (Binding Agreement; Transfers; No Third Party Beneficiaries); Section 7.8 (Governing Law; Dispute Resolution; Equitable Relief) Section 7.9 (Severability); and Section 7.10 (Headings; Counterparts). (b) herein, embodies the entire agreement among the Parties with respect to the subject matter hereto. Except as specifically contemplated by this Agreement, the Coordination Agreement shall remain in full force and effect. In any conflict between the provisions of this Agreement and the Coordination Agreement, the former shall control. (c) DT will cause NAB to comply with the terms of this Agreement as if it were a party hereto. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date first above written. FRANCE TELECOM By: ------------------------------- Name: Title: DEUTSCHE TELEKOM AG By: ------------------------------- Name: Title: By: ------------------------------- Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----