-----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, LfQgju/+9IUeOOZBFBXyrRlnqolWatfH8pF6/wMWyun85e8ZzzuUPxLKTUhmE6rO +vVS6/DL2VKCA2KgcAlMlA== 0000947871-03-001441.txt : 20030623 0000947871-03-001441.hdr.sgml : 20030623 20030623101152 ACCESSION NUMBER: 0000947871-03-001441 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030623 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANCE TELECOM / CENTRAL INDEX KEY: 0001038143 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 999999999 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6 PLACE D ALLERAY CITY: PARIS FRANCE CEDEX 15 STATE: I0 ZIP: 75505 MAIL ADDRESS: STREET 1: 6 PLACE D ALLERAY CITY: PARIS FRANCE CEDEX 15 STATE: I0 ZIP: 75505 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: 1934 Act SEC FILE NUMBER: 005-41991 FILM NUMBER: 03752605 BUSINESS ADDRESS: STREET 1: PO BOX 11315 CITY: KANSAS CITY STATE: MO ZIP: 64112 BUSINESS PHONE: 9136243000 MAIL ADDRESS: STREET 1: PO BOX 11315 CITY: KANSAS CITY STATE: MO ZIP: 64112 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 SC 13D/A 1 sch13da_061903.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A-16 Under the Securities Exchange Act of 1934 (Amendment No. 16) SPRINT CORPORATION (Name of Issuer) PCS Common Stock--Series 1, par value $1.00 per share (Title of Class of Securities) 852061506 (CUSIP Number) France Telecom Pierre Hilaire Director of Financial Information 6 place d'Alleray, 75505 Paris Cedex 15, France Phone (33-1) 44-44-22-22 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 20, 2003 (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). 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) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* NA 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 0 BENEFICALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) N/A 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 16 (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, Amendment No. 10 to the Schedule 13D filed on January 25, 2000, Amendment No. 11 to the Schedule 13D filed on February 21, 2001, Amendment No. 12 to the Schedule 13D filed on June 7, 2001, Amendment No. 13 to the Schedule 13D filed on August 14, 2001, Amendment No. 14 to the Schedule 13D filed on August 21, 2001 and Amendment No. 15 to the Schedule 13D filed on December 21, 2001 (as amended and supplemented, the "Schedule 13D"), of Deutsche Telekom AG ("DT") and France Telecom ("FT"), with respect to 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. Insofar as FT has ceased to beneficially own any Series 1 PCS Common Stock of the Issuer, from and after the date hereof FT has no further filing obligation under Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to the equity securities of the Issuer. ITEM 2. IDENTITY AND BACKGROUND 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 and such Schedule is incorporated herein by reference. Except as set forth on Schedule II, all of the directors and executive officers of 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 5. INTEREST IN SECURITIES OF THE ISSUER (a-b) On June 20, 2003, FT ceased to be the beneficial owner of any shares of Series 1 PCS Common Stock of the Issuer. (c) On June 20, 2003, pursuant to the Secondary Block Trade Agreement, FT sold 56,000,032 shares of Series 1 PCS Common Stock to UBS Securities LLC at a net price of US$5.89 per share for a total consideration of US$329,840,188.00. The Secondary Block Trade Agreement, which is attached hereto as Exhibit 1, is incorporated herein by reference. Except as disclosed above, neither FT, nor, to the best knowledge of FT, any of the persons listed in Schedule II hereto, effected any transaction in PCS Common Stock of the Issuer during the past 60 days. (d) Not applicable. (e) On June 20, 2003, FT ceased to be the beneficial owner of any shares of Series 1 PCS Common Stock of the Issuer. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is hereby amended and supplemented by incorporating by reference in its entirety the first paragraph of Item 5(c) above. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS Item 7 is hereby amended and supplemented to include the following Exhibit 1 attached hereto: Exhibit 1 Secondary Block Trade Agreement, dated June 20, 2003, between UBS Securities LLC and France Telecom. 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: June 20, 2003 FRANCE TELECOM By:/s/ Pierre Hilaire ------------------------------------- Name: Pierre Hilaire Title: Director of Financial Information 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 - ------------------ Thierry Breton Chairman and Chief Executive Officer Bernard Dufau Strategic Consultant, IBM Corporation Arnaud Lagardere Manager of Lagardere SCA, Chairman of Lagardere Media and Lagardere Active Henri Martre Honorary Chairman, Aerospatiale Stephane Richard Chairman of Supervisory Board, Nexity Marcel Roulet Chairman, Paul Delouvrier Associations Jean Simonin Director Alain Costes Director of Technology, Ministry of Research Pierre-Mathieu Duhamel Director of Finance, Ministry of the Economy, Finance and Industry Yannick d'Escatha Chairman, CNES Pierre Gadonneix Chairman, Gaz de France Jean-Pierre Jouyet Director of the Treasury, Ministry of the Economy, Finance and Industry Jacques de Larosiere Advisor, BNP-Paribas Henri Serres Director of Information Systems Security, Secretariat General of National Defense Alain Baron Employee of France Telecom Rene Dupuy 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 Jean-Michel Gaveau Employee of France Telecom Executive Officers - ------------------ Thierry Breton Chairman and Chief Executive Officer Frank E. Dangeard Senior Executive Vice President, Financial Balancing and Value Added Program Barbara Dalibard Senior Executive Vice President, Large Business Division Jean-Yves Gouiffes Senior Executive Vice President, Fixed-Line Division and Distribution Division, France Jean-Philippe Vanot Senior Executive Vice President, Network and Operators Division Jean-Paul Cottet Senior Executive Vice President, Information Systems, and Senior Executive Vice President, International Division Solomon Trujillo Senior Executive Vice President, Orange Olivier Sichel Senior Executive Vice President, Wanadoo Michel Combes Senior Executive Vice President and Chief Financial Officer, Finance Division Bernard Bresson Executive Vice President, Human Resources; Interim Director of the Human Resources Development and Optimization Program Michel Davancens Senior Executive Vice President, Animation Group and Management Network Evaluation Jacques Champeaux Senior Executive Vice President, Secretarit General Jean-Jacques Damlamian Senior Executive Vice President, Technology and Innovation Division Marc Meyer Senior Executive Vice President, Corporate Communications Louis-Pierre Wenes Senior Executive Vice President, Purchasing and Performance Amelioration Division EX-1 3 ex1_062003.txt SECONDARY BLOCK TRADE AGREEMENT SECONDARY BLOCK TRADE AGREEMENT ------------------------------- 20 June 2003 56,000,032 Ordinary Shares of Sprint Corporation (PCS Group) ------------------------------------------------------------ This agreement dated 20 June 2003 sets out the terms under which UBS Securities LLC ("Bank" / "Buyer") will purchase 56,000,032 Ordinary Shares (the "Shares") of Sprint Corporation (PCS Group) (the "Issuer") from France Telecom S.A. ("Seller"). 1. Purchase and sale ----------------- Subject to the terms and conditions of this agreement (the "Agreement") Seller agrees as legal and beneficial owner to sell the Shares, free of all liens, charges or other encumbrances and Buyer agrees to purchase and pay for the Shares the Shares at a net price of US$5.89 per Share for a total consideration of US$329,840,188 (the "Purchase Price") together with all dividends, distributions and other benefits attaching to the Shares as from the date hereof(the "Trade Date"). The sale of the Shares shall be in accordance with Rule 144(k) under the U.S. Securities Act of 1933, as amended. 2. Closing ------- (a) On 25 June 2003 or at such other time and/or date as Seller and Buyer may agree (the "Closing Date"), Buyer shall pay to Seller the Purchase Price for the Shares by transfer to Seller's account to be notified to Buyer by Seller for value on the Closing Date against delivery of the Shares on the Closing Date, through the delivery versus payment facilities of the Depository Trust Company. Details of the specific accounts to be confirmed on the trade date. (b) Seller agrees that it will not, and will ensure that none of its subsidiaries or associates or holding company will, prior to the expiry of 90 days following the Closing Date, offer, issue, sell or otherwise dispose of (or announce an intention of doing so) any other shares of the Issuer or any securities convertible into or exchangeable for or carrying rights to acquire other shares of the issuer without the prior written consent of Buyer. (c) Buyer undertakes with Seller that it will bear and pay any stamp or other duties or taxes on or in connection with the sale, and transfer of the Shares to be sold by Seller and the execution and delivery of this Agreement and any other tax payable by Buyer in connection with the transactions contemplated hereby. 3. Expenses -------- Seller and Buyer shall bear their own legal costs (if any) and all their other out-of-pocket expenses (if any). 4. Representations and warranties ------------------------------ (a) As a condition of the obligation of Buyer to purchase and pay for the Shares, Seller represents and warrants to Buyer as follows:- (i) that Seller is the holder and sole legal and beneficial owner of the Shares free from all liens, charges and other encumbrances, (ii) that Seller has the corporate power and authority to sell the Shares hereunder and no person has any conflicting right, contingent or otherwise, to purchase or to be offered for purchase, the Shares, or any of them, (iii) that the execution, delivery and performance of this Agreement has been duly authorised by Seller and upon due execution the same will constitute a legal, valid and binding obligation of Seller, (iv) that the execution, delivery and performance of this Agreement by Seller will not infringe any law or regulation applicable to Seller and is not and will not be contrary to the provisions of the constitutional documents of Seller and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which Seller is a party or by which it or its property is bound, (v) that there are no restrictions (contractual or otherwise) prohibiting or otherwise affecting the sale or transfer of the Shares to Buyer, other than those necessary to ensure compliance with the registration requirements of the U.S. Securities Act of 1933, as amended, or an exemption therefrom, and no consents or approvals are required to be obtained in connection with the sale of the Shares to Buyer and the sale of the Shares to Buyer will not violate or breach any representation or warranty made by Seller pertaining to the Shares. Seller has made available to Buyer a true and complete copy of all agreements, documents and other instruments relating to the issuance, sale and delivery of the Shares to the Seller, (vi) that all consents and approvals of any court, government department or other regulatory body required by Seller for the offering of the Shares and the execution, delivery and performance of the terms of this Agreement have been obtained and are in full force and effect, (vii) the Seller is not aware of and does not have any non-public information concerning the Issuer which is material or price-sensitive and the sale of the Shares hereunder will not constitute a violation by the Seller of any applicable law prohibiting "insider dealing" in securities, and (viii) the representations and warranties of Seller set forth in Seller's representation letter (in form similar to the form attached as Exhibit A titled, "Seller's Representation Letter"), dated on or about the date hereof, to Buyer are true and correct. (b) As a condition of the sale by Seller of the Shares to Buyer, Buyer represents and warrants to Seller as follows:- (i) that the execution, delivery and performance of this Agreement has been duly authorised by Buyer and upon due execution the same will constitute a legal, valid and binding obligation of Buyer, and (ii) the Buyer is a registered broker-dealer under the US Securities Exchange Act of 1934 and has all necessary corporate power and authority and appropriate regulatory authority to purchase the Shares from Seller in the manner contemplated hereby, other than those necessary to ensure compliance with the registration requirements of the US Securities Act of 1933, as amended. (c) Seller covenants with Buyer that it will keep Buyer indemnified against any losses, liabilities, costs, claims, actions and demands (including any expenses arising in connection therewith) which it may incur, or which may be made against it as a result of or in relation to any actual or alleged misrepresentation in or breach of any of the above representations and warranties and will reimburse Buyer for all costs, charges and expenses which it may pay or incur in connection with investigating, disputing or defending any such action or claim provided that any such indemnification by the Seller to the Buyer, will not in any case exceed the Purchase Price. (d) The above representations, warranties and indemnity shall continue in full force and effect notwithstanding any investigation by or on behalf of Buyer or completion of this Agreement until the Closing Date. 5. Conditions to Closing --------------------- The obligations of Buyer hereunder shall be subject, in its discretion, to the condition that all representations and warranties and other statements of Seller herein are, and as of the Closing Date will be, true, complete and accurate. 6. Termination ----------- Buyer may by notice to the Seller given at any time prior to payment of the Purchase Price for the Shares terminate this Agreement if: (a) any of the representations and warranties contained in clause 5 shall have been untrue in any material respect at the time of making thereof or shall subsequently have become untrue in any material respect or any failure to perform any of the Seller's undertakings or agreements in this Agreement; or (b) in the opinion of Buyer, there shall have been since the date hereof, any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls such as would in the reasonable view of Buyer, be likely to prejudice materially the distribution of the Shares or dealings in the Shares in the secondary market. Upon such notice being given, the parties hereto shall (except for any liability arising before or in relation to such termination) be released from their obligations hereunder. 7. Law and jurisdiction -------------------- This Agreement is governed by the laws of the State of New York as applied to contracts to be performed wholly within the State of New York. Each party hereto irrevocably submits to the extent permitted under applicable law to the non-exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, State of New York. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Agreement. Each party certifies (i) that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of any such suit, action or proceeding and (ii) acknowledges that it and the other party have entered into this Agreement, in reliance on, among other things, the mutual waivers and certifications in this Section. 8. Miscellaneous ------------- (a) Time shall be of the essence of this Agreement. (b) The heading to each Clause is included for convenience only and shall not affect the construction of this Agreement. (c) In the event any provision of this Agreement is found to be or becomes invalid or unenforceable, no other provision of this Agreement shall thereby be affected and the Agreement shall remain valid and enforceable in respect of all remaining provisions, and any invalid or unenforceable provision will be deemed to be replaced by a provision which as nearly as possible accomplishes the commercial purpose of the original. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Upon acceptance by you this Agreement and such acceptance shall constitute a binding agreement between Buyer and Seller. Yours faithfully UBS Securities LLC /s/ Andrew Tuthill /s/ Mark Connelly - --------------------------------- ------------------------------------ Andrew Tuthill Mark Connelly Executive Director Equity Capital Managing Director, co-head US Equity Markets Origination Capital Markets Agreed to and accepted by Seller: /s/ Thierry Breton - --------------------------------- France Telecom S.A. EXHIBIT A SELLER'S REPRESENTATION LETTER ------------------------------ UBS Securities LLC ("Bank") 677 Washington Boulevard Stamford CT 06901 Attention: Restricted Securities, ERM Facsimile: 203 719 7031 Bank: In conjunction with the order to sell 56,000,032 ordinary shares ("the Shares") of Sprint Corporation (PCS Group) (the "Issuer") through you as broker or dealer for France Telecom S.A.'s ("Seller's") account in the manner permitted by Rule 144 (the "Rule") under the Securities Act of 1933, Seller represents and warrants to you as follows: 1. Seller is not an affiliate of the Issuer and has not been an affiliate during the preceding three months and has held all the Shares for at least 2 years. 2. If the Shares are "restricted securities" as defined in paragraph (a)(3) of the Rule, Seller confirms that Seller has been the beneficial owner for a period of at least 2 years as provided in paragraph (k) of the Rule. 3. Pursuant to the exemption from registration provided by paragraph (k) of the Rule, no registration of the Shares is required for their offer and sale in the manner contemplated. 4. Seller understands that the payment of the proceeds of the sale will be delayed until the Shares are transferred and delivered free of restriction into UBS Securities LLC's participant account at the Depository Trust and Clearing Corporation ("DTC"), DTC participant number 642. Seller agrees to notify Bank immediately if any of the above representations become inaccurate before this sale is completed. Very truly yours, ---------------------------------- France Telecom ------------ 20 June 2003 /s/ Thierry Breton ---------------------------------- Thierry Breton, Chairman and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----