-----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, JNSgVuPR9myoLgFDgUg8fzkBWRbcPKUnNJPaeHWMUD9nV0QJ6IcM1K+q4S9klyn1 oYE6jQAvTXDnj/AEcpxmSA== 0000101830-02-000006.txt : 20020417 0000101830-02-000006.hdr.sgml : 20020417 ACCESSION NUMBER: 0000101830-02-000006 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020417 FILER: 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: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04721 FILM NUMBER: 02613661 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 UTILITIES INC DATE OF NAME CHANGE: 19731011 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TELECOMMUNICATIONS INC DATE OF NAME CHANGE: 19920316 8-A12B/A 1 pcsseries1amd4.txt SERIES 1 PCS COMMON STOCK SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 4) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SPRINT CORPORATION (Exact name of registrant as specified in its charter) Kansas 48-0457967 (State of incorporation or (I.R.S. Employer organization) Identification No.) P.O. Box 11315 Kansas City, MO 64112 (Address of principal (zip code) executive office) If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box X If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box ____ Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class to Name of Each Exchange on Which be Registered Each Class is to be Registered Series 1 PCS Common New York Stock Exchange Stock, par value $1.00 per share Securities to be registered pursuant to Section 12(g) of the Act: None (Title of class) Item 1. Description of Registrant's Securities to be Registered. AUTHORIZED CAPITAL STOCK The 8,920,000,000 shares of authorized capital stock of Sprint are divided into three classes of common stock and a class of preferred stock. The common stock consists of the FON Common Stock, the PCS Common Stock and the Class A Common Stock. Each class of stock, other than the Class A Common Stock, is divided into three or more series, as follows: FON Stock o 2,500,000,000 shares of FON Common Stock, Series 1, par value $2.00 per share o 500,000,000 shares of FON Common Stock, Series 2, par value $2.00 per share o 1,200,000,000 shares of FON Common Stock, Series 3, par value $2.00 per share PCS Stock o 3,000,000,000 shares of PCS Common Stock, Series 1, par value $1.00 per share o 1,000,000,000 shares of PCS Common Stock, Series 2, par value $1.00 per share o 600,000,000 shares of PCS Common Stock, Series 3, par value $1.00 per share Preferred Stock o 95 shares of Preferred Stock-Fifth Series, no par value o 1,500,000 shares of Preferred Stock-Sixth Series, no par value o 300,000 shares of Preferred Stock-Seventh Series, Convertible, no par value o 1,250,000 shares of Preferred Stock-Eighth Series, no par value The Class A Common Stock consists of 100,000,000 shares of Class A Common Stock, having no series designation and a par value at March 31, 2002, of $.50 per share. 1 All Class A Common Stock - Series DT has been retired and all reference to that series of Class A Common Stock has been deleted from Sprint's Articles of Incorporation. Sprint's Articles of Incorporation authorize 20,000,000 shares of Preferred Stock or 16,949,905 shares of Preferred Stock in addition to the series enumerated above. Sprint may issue the additional shares of Preferred Stock in one or more series, with such designations, preferences and relative, participating, optional or special rights, if any, and the qualifications, limitations or restrictions of such rights, as may be fixed and determined by resolution of the Board of Directors of Sprint. The FON Stock is intended to reflect the performance of the Sprint FON Group. The PCS Stock is intended to reflect the performance of Sprint's PCS Group. The Series 1 FON Stock and the Series 1 PCS Stock are both listed and traded on the New York Stock Exchange. The outstanding Series 2 PCS Stock was issued to Tele-Communications, Inc., Comcast Corporation and Cox Communications, Inc. and certain of their affiliates in exchange for their interests in certain joint ventures that offer wireless personal communications services. These ventures are now a part of the PCS Group. Tele-Communications, Inc. transferred its shares of Series 2 PCS to a trust in 1999. That trust, Comcast Corporation, Cox Communications, Inc., and their affiliates are referred to together as the Cable Holders. The Series 2 FON Stock will be issued only to the holders of Series 2 PCS Stock and only if the PCS Stock is converted into FON Stock before the conversion of all shares of Series 2 PCS Stock into Series 1 PCS Stock. See "Conversion of PCS Stock at the Option of Sprint" below. The Series 2 PCS Stock converts into Series 1 PCS Stock in most cases when it is transferred to a non-affiliate of the Cable Holders. The Series 2 PCS Stock also converts into Series 1 PCS Stock when the total number of votes represented by the outstanding shares of Series 2 PCS Stock, calculated as though the Series 2 PCS Stock has the same vote as the Series 1 PCS Stock, is below 1% of Sprint's outstanding voting power. The Series 3 FON Stock, the Series 3 PCS Stock, and the Class A Common Stock are all shares of stock that are referred to as Class A Stock. Shares of Class A Stock have been issued only to France Telecom, Deutsche Telekom AG and a subsidiary of Deutsche Telekom. Deutsche Telekom and its subsidiary have sold all of their shares of Class A Stock. France Telecom has sold all of its shares of Series 3 FON Stock and all of the FON Stock underlying its shares of Class A Common Stock. Initially, each share of Class A Common Stock entitled the holder to have one share of Series 3 FON Stock and one-half of a share of Series 3 PCS Stock issued to the holder. The issuance of the underlying shares of Series 3 FON Stock or Series 3 PCS Stock does not change the number of outstanding shares of Class A Common Stock. Instead, it reduces the number of underlying shares that the holder is entitled to have issued, which in turn affects the per share dividend rights, voting rights and liquidation 2 rights of the Class A Common Stock. In addition, the par value of the shares of Class A Common Stock is reduced by the aggregate par value of the underlying shares issued. For example, when France Telecom sold all of the FON Stock underlying its Class A Common Stock, the par value of its Class A Common Stock was reduced to $0.50 per share from $2.50 per share. The holders of the Series 3 FON Stock may at any time convert their shares of Series 3 FON Stock into shares of Series 1 FON Stock and the holders of the Series 3 PCS Stock may at any time convert their shares of Series 3 PCS Stock into shares of Series 1 PCS Stock. This also applies to any shares of Series 3 FON Stock or Series 3 PCS Stock that are issuable with respect to the Class A Common Stock. DIVIDEND RIGHTS AND RESTRICTIONS Dividends on the PCS Stock will be paid when declared by the Sprint Board. It is not anticipated that the Sprint Board will declare dividends on the PCS Stock in the foreseeable future. The Sprint Board may declare dividends on the FON Stock and not the PCS Stock, or it may declare dividends on the PCS Stock and not the FON Stock. If the Sprint Board declares a dividend on one series of the PCS Stock, it must declare the same dividend on all outstanding series of PCS Stock. In addition, it must declare an equivalent dividend on any PCS Stock underlying the outstanding Class A Common Stock. Dividends on the FON Stock, the PCS Stock and the Class A Common Stock may be declared only out of net income or surplus of Sprint. Net losses of either the PCS Group or the Sprint FON Group, and dividends and distributions on, or repurchases of, PCS Stock, FON Stock or Class A Common Stock, will reduce funds legally available for the payment of dividends on all three classes of common stock. The Tracking Stock Policies adopted by the Sprint Board require that dividends on the PCS Stock, including any PCS Stock underlying the Class A Common Stock, may be paid only out of the lesser of o the funds of Sprint legally available for the payment of dividends, and o the PCS Group Available Dividend Amount, which is similar to the amount of assets that would be available for the payment of dividends on the PCS Stock, including any PCS Stock underlying the Class A Common Stock, under the Kansas General Corporation Code if the PCS Group were a separate company. The Sprint Board may not declare a dividend or distribution consisting of shares of FON Stock on the PCS Stock. The Sprint Board may only declare a dividend or distribution of shares of PCS Stock on the FON Stock if the shares to be issued represent an inter-group interest of the Sprint FON Group in the PCS Group. 3 Before any dividends on the PCS Stock or any other class of common stock of Sprint may be paid or declared and set apart for payment, Sprint must pay or declare and set apart for payment full cumulative dividends on all outstanding series of Preferred Stock. If Sprint fails to purchase the Fifth Series Preferred Stock upon tender by the holders, it is precluded from declaring or paying dividends on its PCS Stock or any other class of common stock until it has deposited the funds necessary for the purchase of the Fifth Series Preferred Stock. Upon the issuance of a new series of Preferred Stock, the Sprint Board may provide for dividend restrictions on the PCS Stock as to that series of Preferred Stock. VOTING RIGHTS Votes Per Share The holders of PCS Stock vote together with the holders of the FON Stock, Class A Common Stock and Preferred Stock as a single class on most matters. When all classes are voting as a single class, the holders have the following number of votes: o The holders of the Series 1 FON Stock, the Series 3 FON Stock and the Fifth Series Preferred Stock have one vote per share. o The holders of the Series 1 PCS Stock and Series 3 PCS Stock have a number of votes per share equal to the number obtained by dividing the Average Trading Price of one share of Series 1 PCS Stock by the Average Trading Price of one share of Series 1 FON Stock, computed as of the tenth trading day before the record date for determining the stockholders entitled to vote. For these purposes, the Average Trading Price is defined as the average closing price of the stock determined over the 20 trading days immediately preceding the date of determination. If the "ex- dividend" date for a dividend or distribution on either the Series 1 PCS Stock or the Series 1 FON Stock occurs during this 20 trading day period, or the effective date of any subdivision or combination of the Series 1 PCS Stock or Series 1 FON Stock occurs during this 20 trading day period, an appropriate adjustment is made to the closing prices used in the calculation. The vote per share of the Series 1 PCS Stock and Series 3 PCS Stock is expressed as a decimal fraction rounded to the nearest three decimal places. By way of example, if the Average Trading Price of one share of Series 1 PCS Stock is determined to be $35 and the Average Trading Price of one share of Series 1 FON Stock is determined to be $30, each share of Series 1 PCS Stock and Series 3 PCS Stock would have 1.167 votes. 4 o The holders of the Series 2 PCS Stock have 1/10 of the vote per share that the holders of the Series 1 PCS Stock and the Series 3 PCS Stock have. o The holders of the Seventh Series Preferred Stock have the number of votes per share equal to the aggregate number of votes of the shares of Series 1 PCS Stock or Series 2 PCS Stock into which a share of the Seventh Series Preferred Stock may be converted. At March 31, 2002, each share of Seventh Series Preferred Stock was convertible into 65.04784 shares of Series 1 PCS Stock or Series 2 PCS Stock, depending on who held the share of Seventh Series Preferred Stock. o The holders of shares of Class A Common Stock have the number of votes per share equal to the votes represented by the FON Stock and the PCS Stock underlying each share of Class A Common Stock. Currently, there is no FON Stock underlying the Class A Common Stock. There would be FON Stock underlying the Class A Common Stock only if the PCS Stock is converted into FON Stock. See "Conversion of PCS Stock at the Option of Sprint" below. On each matter to be voted on by the holders of the PCS Stock and Class A Common Stock voting together as a single class, the holders of shares of each series of PCS Stock are entitled to one vote per share. The holders of the Class A Common Stock are entitled to the vote per share represented by the shares or fraction of a share of Series 3 PCS Stock underlying each share of Class A Common Stock, assuming that the Series 3 PCS Stock has one vote per share. If the PCS Stock is entitled to vote on a matter as a separate class, each share will be entitled to one vote. If a particular series of PCS Stock, such as the Series 1 PCS Stock, is voting as a separate series, each share will be entitled to one vote. Sprint's Articles of Incorporation provide that the affirmative vote of the holders of a majority of the votes represented by the PCS Stock and Class A Common Stock voting together as a single class is required o to adopt any amendment to Sprint's Articles of Incorporation that would o increase or decrease the number of authorized shares of PCS Stock; o increase or decrease the par value of shares of PCS Stock; o change the powers, preference or special rights of the shares of PCS Stock so as to affect them adversely; o to amend the provisions of Sprint's Bylaws relating to the Capital Stock Committee before November 23, 2002. 5 The Tracking Stock Policies adopted by the Sprint Board provide that the consent of the holders of a majority of the outstanding shares of PCS Stock, voting as a separate class, and the consent of the holders of a majority of the outstanding shares of FON Stock, voting as a separate class, is required to approve any acquisition by the FON Group of more than 33% of the assets of the PCS Group. Special Adjustment in Voting Power of the Class A Stock If there is an increase in the per share vote of any Sprint voting securities due to the transfer of the voting securities and the increase occurs on or after the tenth trading day preceding a record date for purposes of determining the stockholders entitled to vote or to receive the payment of a dividend, then the per share vote of the Class A Stock will be increased. The vote per share will be increased so that the percentage of voting power of Sprint represented by the shares of Class A Stock held by each holder of Class A Stock will not be diluted as a result of the increase in votes due to the transfer of voting securities until the day immediately following the date of the stockholders meeting or the date of the dividend payment. Special Voting Rights of the Preferred Stock The Preferred Stock is entitled to vote as a class with respect to certain matters affecting preferences of the Preferred Stock or an increase in the authorized shares of the class. If Sprint does not pay dividends or pays less than full cumulative dividends on the Fifth Series Preferred Stock for each of four consecutive dividend periods, or if arrearages in the payment of dividends on the Fifth Series Preferred Stock have cumulated in an amount equal to full cumulative dividends on the Fifth Series Preferred Stock for six quarterly dividend periods, the holders of the Fifth Series, acting alone, will be entitled to elect the smallest number constituting a majority of Sprint's directors then to be elected until all arrears in such dividends are paid or set aside for payment. The affirmative vote of two-thirds of the votes to which the holders of the outstanding shares of the Seventh Series Preferred Stock are entitled is necessary for authorizing or effecting the amendment, alteration or repeal of any of the provisions of the Articles of Incorporation which would materially and adversely affect the voting powers, preferences, rights, powers or privileges, qualifications, limitations and restrictions of the Seventh Series Preferred Stock. Classified Board; No Cumulative Voting The Sprint Board is divided into three classes, with each class consisting, as nearly as possible, of one-third of the total number of the directors. Only one class is elected each year, and it is elected for a three-year term. The holders of all classes and series of stock, including the Class A Stock, are entitled to vote in the election of these directors. 6 Sprint stockholders are not entitled to cumulative voting rights in the election of directors. REDEMPTION OF COMMON STOCK The Articles of Incorporation permit the redemption of shares of Series 1 FON Stock, Series 1 PCS Stock, Series 2 PCS Stock and, in certain circumstances, Class A Stock held by Aliens if necessary to comply with the foreign ownership limitations set forth in Section 310 of the U.S. Communications Act of 1934, as amended. The provisions permit Series 1 FON Stock, Series 1 PCS Stock and Series 2 PCS Stock to be redeemed at a price equal to the fair market value of the shares, except that the redemption price with respect to shares purchased by any Alien after November 21, 1995 and within one year of the redemption date would not, unless otherwise determined by the Sprint Board, exceed the purchase price paid for those shares by the Alien. CONVERSION OF PCS STOCK AT THE OPTION OF SPRINT The Sprint Board may convert each share of Series 1 PCS Stock into shares of Series 1 FON Stock. At the same time as the Sprint Board converts the Series 1 PCS Stock into Series 1 FON Stock, it must convert the Series 2 PCS Stock into Series 2 FON Stock and the Series 3 PCS Stock into Series 3 FON Stock. In addition, the unissued shares of PCS Stock underlying the Class A Common Stock will convert into unissued shares of FON Stock on an equivalent basis. If the conversion takes place before November 23, 2002, each share of Series 1 PCS Stock will convert into the number of shares of Series 1 FON Stock equal to 110% of the Optional Conversion Ratio computed as of the fifth trading day before the date that notice of conversion is sent to holders of PCS Stock. The Optional Conversion Ratio is the ratio of the Average Trading Price of a share of Series 1 PCS Stock to the Average Trading Price of a share of Series 1 FON Stock. See the discussion of the vote per share of Series 1 PCS Stock under "Voting Rights-Votes Per Share" above for a definition of the term "Average Trading Price." Sprint must compute the Optional Conversion Ratio over a 60- trading day period if the 20-trading day period normally used to determine the Average Trading Price is less than 90% of the ratio as determined over a 60-trading day period. If the conversion takes place on or after November 23, 2002, the Sprint Board will determine the conversion ratio, subject to the requirement that it must make independent determinations as to the fairness of the conversion ratio to the holders of the PCS Stock, taken as a separate class, and to the holders of the FON Stock, taken as a separate class. 7 MANDATORY DIVIDEND, REDEMPTION OR CONVERSION OF PCS STOCK If Sprint disposes of all of the assets of the PCS Group, or if it disposes of at least 80% of the assets of the PCS Group on a then-current market value basis, it must use the net proceeds to pay a dividend on the PCS Stock or redeem the PCS Stock or it must convert the PCS Stock into FON Stock. There are certain exceptions to this rule; for example, Sprint does not have to pay a dividend on the PCS Stock, redeem the PCS Stock or convert the PCS Stock into FON Stock when it receives in exchange for the assets primarily equity securities of an entity engaged, or proposing to engage, in a business similar or complementary to the business of the PCS Group. If the Sprint Board determines to convert the PCS Stock into FON Stock, Sprint will convert each share of PCS Stock into a number of shares of FON Stock at a ratio equal to 110% of the average Market Value of one share of Series 1 PCS Stock to the average Market Value of one share of Series 1 FON Stock computed over a 10-trading day period beginning on the 16th trading day after the consummation of the disposition. The Market Value is defined as the average of the high and low reported sales prices regular way. Appropriate adjustments are made if an ex-dividend date or an effective date for a subdivision or combination of the relevant shares occurs during the measurement period. If the Sprint Board determines to pay a dividend on the PCS Stock or redeem the PCS Stock, Sprint will distribute to holders of PCS Stock and to holders of Class A Common Stock, based on the PCS Stock underlying the Class A Common Stock, cash or securities, other than common equity securities of Sprint, or other property, or a combination of cash and securities and other property, equal to the fair value of the net proceeds after deducting amounts necessary to pay transaction costs, taxes on the disposition, liabilities of the PCS Group, and any amount corresponding to any inter- group interest in the PCS Group held by the Sprint FON Group. REDEMPTION OF PCS STOCK IN EXCHANGE FOR STOCK OF A SUBSIDIARY Sprint may redeem all of the outstanding shares of PCS Stock in exchange for the outstanding shares of common stock of one or more wholly-owned subsidiaries that hold all of the assets and liabilities attributed to the PCS Group if the following condition is met o Either the redemption must be tax free to the holders of PCS Stock or an arrangement must exist such that holders of PCS Stock, net of related taxes, are in a position substantially equivalent economically to the position they would be in if the redemption were tax free. 8 LIQUIDATION RIGHTS In the event of the liquidation of Sprint, the prior rights of creditors and the aggregate liquidation preference of any Preferred Stock then outstanding must first be satisfied. The holders of FON Stock, PCS Stock and Class A Common Stock will be entitled to share in the remaining assets of Sprint in accordance with the per share Liquidation Units attributable to each class or series of common stock. The holders of PCS Stock have no special claim to the assets attributed to the PCS Group. The Liquidation Units attributable to each class of common stock are as follows: o Each share of FON Stock is attributed one Liquidation Unit. o Each share of PCS Stock is attributed 0.2046 Liquidation Units. o Each share of Class A Common Stock is entitled to a number of Liquidation Units equal to the sum of the Liquidation Units associated with the unissued shares of FON Stock or the unissued shares of PCS Stock underlying the Class A Common Stock at the time of the liquidation, divided by the aggregate number of outstanding shares of Class A Common Stock. The number of Liquidation Units for each share of FON Stock and each share of PCS Stock will be adjusted for stock splits, reverse stock splits and other corporate events affecting the FON Stock or the PCS Stock. PREEMPTIVE RIGHTS No holder of shares of FON Stock, PCS Stock, Class A Common Stock or any other capital stock of Sprint is entitled to preemptive rights or subscription rights, other than pursuant to the Rights issued pursuant to Sprint's Rights Agreement. At the time of the acquisition of their shares of Series 2 PCS Stock, Tele-Communications, Inc., Comcast Corporation and Cox Communications, Inc. were given contractual rights to purchase additional shares of Series 2 PCS Stock under certain circumstances to enable them to maintain certain ownership levels. FULLY PAID The outstanding shares of FON Stock, PCS Stock and Class A Common Stock are fully paid and nonassessable. TRANSFER AGENT AND REGISTRAR The transfer agent and registrar for PCS Stock and FON Stock is UMB Bank, n.a., Kansas City, Missouri. 9 CHANGE OF CONTROL PROVISIONS The Kansas General Corporation Code and Sprint's Articles of Incorporation and Bylaws contain provisions which could discourage or make more difficult a change in control of Sprint without the support of the Sprint Board. A summary of these provisions follows. Vote Required for Certain Business Combinations Sprint's Articles of Incorporation require that certain business combinations initiated by a beneficial owner of 10 percent or more of Sprint's voting stock must be approved by the holders of 80 percent of the outstanding voting stock. Restriction on Purchase of Equity Securities by Sprint If the beneficial owner of 5 percent or more of a class of Sprint's equity securities has held any of the securities for less than two years, Sprint's Articles of Incorporation prohibit Sprint from purchasing equity securities of the same class as the securities held for less than two years from the 5 percent security holder at a premium over market price unless Sprint either o obtains the approval of the holders of a majority of the voting power of Sprint's outstanding capital stock, excluding the shares held by the 5 percent security holder, or o makes a tender or exchange offer to purchase securities of the same class on the same terms to all holders of those equity securities. The approval of stockholders is not required in connection with purchases, redemptions or other acquisitions by Sprint of Sprint capital stock held by France Telecom, Deutsche Telekom, certain of their designated subsidiaries or certain other qualified holders of the Class A Stock pursuant to the investment agreements entered into with France Telecom and Deutsche Telekom or Sprint's Articles of Incorporation. The approval of stockholders is also not required in connection with purchases, redemptions, conversions or other acquisitions of PCS Stock from a holder of that stock pursuant to the Articles of Incorporation. Classified Board; Removal of Directors In addition to providing for a classified Board of Directors, discussed above under "Voting Rights - Classified Board; No Cumulative Voting," Sprint's Articles of Incorporation provide that directors may be removed only for cause. Removal for cause requires the affirmative vote of the holders of a majority of the votes represented by the shares entitled to vote on the election of that director. The provisions for a classified Board, together with the limitation on the removal of directors, makes it more difficult to remove directors. 10 Notice Provisions Relating to Stockholder Proposals and Nominees Sprint's Bylaws contain provisions requiring a stockholder to give advance written notice to Sprint of a proposal or director nomination in order to have the proposal or the nominee considered at an annual meeting of stockholders. The notice must usually be given not less than 120 days and not more than 150 days before the first anniversary of the preceding year's annual meeting. Under the Sprint Bylaws, a special meeting of stockholders may be called only by the Chairman, the President or the Board of Directors of Sprint. In order for business to be conducted at a special meeting of stockholders, it must be either specified in the notice of meeting given by or at the direction of the Sprint Board of Directors or otherwise properly brought before the meeting by or at the direction of the Sprint Board of Directors. Rights Plan The Sprint Board has adopted a Rights Agreement. Pursuant to the terms of the Rights Agreement, Rights are attached to the FON Common Stock, the PCS Common Stock and the Class A Common Stock. For a description of the FON Group Rights attached to the FON Common Stock, see Amendment No. 3 to Sprint's Registration Statement on Form 8-A relating to the FON Group rights, filed August 4, 1999. For a description of the PCS Group Rights attached to the PCS Common Stock, see Amendment No. 2 to Sprint's Registration Statement on Form 8-A relating to the PCS Group rights, filed July 26, 1999. Business Combination Statute Kansas has a Business Combination Statute which limits certain business combinations between Kansas corporations, like Sprint, and interested stockholders, who are certain persons beneficially owning a significant percentage of the voting stock of the corporation. However, business combinations with a stockholder who became an interested stockholder in a transaction approved by the corporation's Board of Directors are exempted from these provisions. Control Share Acquisition Statute Kansas also has a Control Share Acquisition Statute that provides that persons who acquire beneficial ownership of the voting stock of a corporation in excess of certain thresholds lose the right to vote the shares acquired in the transaction resulting in the person exceeding one of the thresholds, unless the acquisition is approved by o a majority of the outstanding voting shares of the corporation, and o a majority of the outstanding voting shares of the corporation excluding the shares owned by the person making the acquisition, shares held by the officers 11 of the corporation and shares held by directors of the corporation who are also employees of the corporation. The thresholds are 20%, 33 1/3% and 50% of the voting power. Shares acquired directly from the issuing corporation are not subject to the statute. Item 2. Exhibits. 3.1 Articles of Incorporation of Registrant, as amended (filed as Exhibit 3(a) to Registrant's Annual Report on Form 10-K/A for the year ended December 31, 2001, and incorporated herein by reference). 3.2 Bylaws of the Registrant, as amended. 4.1 The rights of the Registrant's equity security holders are defined in the Fifth, Sixth, Seventh and Eighth Articles of the Registrant's Articles of Incorporation. See Exhibit 3.1. 4.2 Rights Agreement dated as of November 23, 1998 between the Registrant and UMB Bank, n.a., as Rights Agent (filed as Exhibit 4.1 to Amendment No. 1 to the Registrant's Registration Statement on Form 8-A relating to the Registrant's PCS Group Rights, filed November 25, 1998, and incorporated herein by reference). 4.3 Tracking Stock Policies of Registrant (filed as Exhibit 4(c) to Registrant's Annual Report on Form10-K/A for the year ended December 31, 2001, and incorporated herein by reference). 4.4 Amended and Restated Standstill Agreement dated November 23, 1998, by and among Registrant, France Telecom and Deutsche Telekom AG (filed as Exhibit 4E to Post- Effective Amendment No. 2 to Registrant's Registration Statement on Form S-3 (No. 33-58488) and incorporated herein by reference), as amended by the Master Transfer Agreement dated January 21, 2000 between and among France Telecom, Deutsche Telekom AG, NAB Nordamerika Beteiligungs Holding GmbH, Atlas Telecommunications, S.A., the Registrant, Sprint Global Venture, Inc. and the JV Entities set forth in Schedule II thereto (filed as Exhibit 2 to the Registrant's Current Report on Form 8-K dated January 26, 2000 and incorporated herein by reference). 12 SIGNATURE Pursuant to the requirements of Section 12 of the Exchange Act, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. SPRINT CORPORATION By: /s/ Michael T. Hyde Michael T. Hyde Assistant Secretary Date: April 16, 2002 13 EX-3.(II) 3 pcsser1amd4bylaws.txt BYLAWS TO SERIES 1 PCS COMMON STOCK Exhibit 3.2 AMENDED AND RESTATED SPRINT CORPORATION BYLAWS ARTICLE I Name and Location Section 1. The name of the Corporation shall be the name set forth in the Articles of Incorporation. Section 2. The principal office of the Corporation is located at 6200 Sprint Parkway, Overland Park, Kansas. Section 3. Other offices for the transaction of business of the Corporation may be located at such place in Kansas or elsewhere as the Board of Directors may from time to time determine or as the business of the Corporation may require. ARTICLE II Capital Stock Section 1. All certificates of stock shall be signed by the Chairman of the Board of Directors, the President or a Vice President and by the Secretary or an Assistant Secretary, and sealed with the corporate seal or a facsimile thereof. Any or all of the signatures may be a facsimile. Section 2. Transfers of stock shall be made on the books of the Corporation upon the surrender of the old certificate properly endorsed, and said old certificate shall be cancelled before a new certificate is issued. Section 3. A new certificate of stock may be issued in the place of any certificate theretofore issued, alleged to have been lost or destroyed, and the Corporation may, in its discretion, require the owner of the lost or destroyed certificate, or its legal representative, to give a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any certificate. Section 4. No holder of shares of any class of this Corporation, or holder of any securities or obligations convertible into shares of any class of this Corporation, shall have any preemptive right whatsoever to subscribe for, purchase or otherwise acquire shares of this Corporation of any class, whether now or hereafter authorized; provided, however, that nothing in this SECTION 4 of Article II shall prohibit the Corporation from granting, contractually or otherwise, to any such holder, the right to purchase additional securities of the Corporation. ARTICLE III Stockholders' Meetings Section 1. The annual meeting of the stockholders of the Corporation shall be held on the third Tuesday of April in each year or such other date and at such location, either within or without the State of Kansas, as may from time to time be determined by the Board of Directors and stated in the notice of the 1 meeting. At such meeting the stockholders shall elect directors in the manner provided in the Articles of Incorporation of the Corporation. The stockholders may transact such other business at such annual meeting as may properly come before the meeting. Section 2. A special meeting of the stockholders or the holders of any one or more classes of the capital stock of the Corporation entitled to vote as a class or classes with respect to any matter, as required by law or as provided in the Articles of Incorporation, may be called only by, and may be at any time and place determined by, the Chairman of the Board, the President or the Board of Directors. Section 3. Notice of the time and place of all annual meetings of stockholders and of the time, place and purpose of all special meetings of stockholders shall be sent not less than ten (10) nor more than sixty (60) days before the date set for such meeting, to each stockholder of record. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation shall be effective if given by a form of electronic transmission consented to by the stockholder to whom notice is given. Section 4. Nominations of persons for election to the Board of the Corporation at an annual meeting of the stockholders may be made by or at the direction of the Board of Directors or may be made at an annual meeting of stockholders by any stockholder of the Corporation who is entitled to vote for the election of Directors at the meeting in compliance with the notice procedures set forth in this SECTION 4 of ARTICLE III. Such nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal office of the Corporation not less than one hundred twenty (120) days nor more than one hundred fifty (150) days before the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days from such anniversary date, notice by the stockholder to be timely must be so delivered and received not earlier than the 150th day before such annual meeting and not later than the close of business on the later of the 120th day before such annual meeting or the 10th day following the day on which public announcement of the date of such annual meeting is first made. Such stockholder's notice to the Secretary shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a Director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of Directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended; and (b) as to the stockholder giving the notice (i) the name and record address of the stockholder and (ii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as Director of the Corporation. No person shall be eligible for election as a Director of the Corporation at an annual meeting of the stockholders unless such person has been nominated in accordance with the procedures set forth herein. If the facts warrant, the Chairman of the annual meeting shall determine and declare to the meeting that a nomination does not satisfy the requirements set forth in the preceding sentence and the defective nomination shall be disregarded. Nothing in this SECTION 4 of Article III shall be construed to affect the requirements for proxy statements of the Corporation under Regulation 14A of the Exchange Act. Section 5. At any annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the 2 direction of the Board of Directors, (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the annual meeting by a stockholder. For business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal office of the Corporation not less than one hundred twenty (120) days nor more than one hundred fifty (150) days before the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days from such anniversary date, notice by the stockholder to be timely must be delivered and received not earlier than the 150th day before such annual meeting and not later than the close of business on the later of the 120th day before such annual meeting or the 10th day following the day on which public announcement of the date of such annual meeting is first made. Such stockholder's notice to the Secretary shall set forth (a) as to each matter the stockholder proposes to bring before the annual meeting, a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, and (b) as to the stockholder giving the notice (i) the name and record address of the stockholder, (ii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder and (iii) any material interest of the stockholder in such business. No business shall be conducted at an annual meeting of the stockholders unless proposed in accordance with the procedures set forth herein. The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the foregoing procedure and such business shall not be transacted. To the extent this SECTION 5 of Article III shall be deemed by the Board of Directors or the Securities and Exchange Commission, or finally adjudged by a court of competent jurisdiction, to be inconsistent with the right of stockholders to request inclusion of a proposal in the Corporation's proxy statement for its annual meeting pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, such rule shall prevail. Section 6. At any special meeting of stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before a special meeting of stockholders, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the foregoing procedures and such business shall not be transacted. Section 7. The Chairman of the Board of Directors, or in his absence or inability to act, the President, or in his absence or inability to act, a Vice President shall preside as Chairman of the meeting at all stockholders' meetings. The Chairman of the meeting shall have authority on his own motion to adjourn the meeting without the approval of the stockholders who are present in person or represented by proxy and entitled to vote. The Board of Directors of the Corporation may, to the extent not prohibited by law, adopt such rules and regulations for the conduct of the meeting of stockholders as it deems appropriate. Except to the extent inconsistent with the rules and regulations adopted by the Board of Directors, the Chairman of the meeting of stockholders shall have the right and authority to prescribe rules, regulations and procedures and to do all acts as, in the judgment of the Chairman, are appropriate for the proper conduct of the meeting. Section 8. Except as otherwise provided in the Articles of Incorporation of the Corporation, at each meeting of the stockholders, each stockholder shall be entitled to cast one vote for each share of voting stock standing of record on the books of the Corporation, in the stockholder's name, and may cast such vote either in person or by proxy. 3 Section 9. Except as otherwise provided in the Articles of Incorporation of the Corporation, each stockholder shall have the right to vote, in person or by proxy, a number of votes equal to the number of shares of stock owned by the stockholder for each Director to be elected. Stockholders shall not be entitled to cumulative voting of their shares in elections of Directors. Section 10. At any meeting held for the purpose of electing directors, the presence in person or by proxy of the holders of at least a majority of the then outstanding voting shares of the Corporation shall be required and be sufficient to constitute a quorum for the election of directors. At a meeting held for any purpose other than the election of directors, shares representing a majority of the votes entitled to be cast on such matter, present in person or represented by proxy, shall constitute a quorum. In the absence of the required quorum at any meeting of stockholders, a majority of such holders present in person or by proxy shall have the power to adjourn the meeting, from time to time, without notice (except as required by law) other than an announcement at the meeting, until a quorum shall be present. Section 11. At each of the annual stockholders' meetings, one of the executive officers of the Corporation shall submit a statement of the business done during the preceding year, together with a report of the general financial condition of the Corporation. Section 12. A stockholder may appoint a proxy to vote for the stockholder by submission of (i) an appointment form signed by the stockholder or the stockholder's attorney-in-fact, or (ii) an electronic or telephonic transmission that contains or is accompanied by information from which it can be reasonably verified that the transmission was authorized by the stockholder or by the stockholder's attorney-in-fact. An appointment of proxy is effective when an appointment form or an electronic or telephonic transmission is received by the person authorized to tabulate votes for the Corporation. The proxy has the same power to vote as that possessed by the stockholder, unless the appointment form or electronic or telephonic transmission contains an express limitation on the power to vote or direction as to how to vote the shares on a particular matter, in which event, the Corporation must tabulate the votes in a manner consistent with that limitation or direction. ARTICLE IV Directors Section 1. The business and affairs of the Corporation shall be managed by or under the direction of a Board consisting of such number of Directors as is determined from time to time in accordance with the provisions of the Articles of Incorporation of the Corporation. Section 2. Each Director upon election shall qualify by fulfilling any prerequisite to qualification that may be set forth in the Articles of Incorporation of the Corporation. Section 3. Special meetings of the Board of Directors may be called at any time or place by the Chairman of the Board or by the President, and in the absence or inability of either of them to act, by a Vice President, and may also be called by any two members of the Board. By unanimous consent of the Directors, special meetings of the Board may be held without notice, at any time and place. Section 4. Notice of all regular and special meetings of the Board of Directors, the Executive Committee, the Capital Stock Committee or any committee established pursuant to SECTION 11 of ARTICLE IV (an "Other Committee") shall be provided to each Director or member of such committee, as the case may be, by the Secretary or an Assistant Secretary or by the Chairman of the Board, by a means reasonably calculated to be received at least seven (7) days before the time fixed for such meeting; 4 however, notice of special meetings of the Board of Directors, the Executive Committee, the Capital Stock Committee or any Other Committee may be given by telephone, telegraph, telefax, telex or electronic transmission to each Director or member of such committee, as the case may be, at least twenty-four (24) hours before the time fixed for such meeting, or on such shorter notice as the person or persons calling the meeting may reasonably deem necessary or appropriate under the circumstances. Participation by Directors in any regular or special meeting of the Board of Directors shall be in person unless otherwise provided in the notice of the meeting or otherwise determined by the Chairman of the Board of Directors or the Board of Directors, in which case, participation by means of conference telephone or similar communications equipment which allows all persons participating in such meeting to hear each other shall constitute presence in person at such meeting. Section 5. Except as otherwise provided in the Articles of Incorporation of the Corporation, a quorum for the transaction of business at any meeting of the Directors or any committee of the Directors shall consist of a majority of the members of the Board or of the committee, but the Directors present, although less than a quorum, shall have the power to adjourn the meeting from time to time or to some future date to the extent not prohibited by law. Section 6. At least annually, the Directors shall elect the officers of the Corporation and fix the salaries of the Chief Executive Officer and other officers which the Board of Directors determines are key to the Corporation's business. Section 7. The Board of Directors from time to time, as they may deem proper, shall have authority to appoint a general manager, counsel or attorneys and other employees for such length of time and upon such terms and conditions and at such salaries as they may deem necessary and/or advisable. Section 8. The members of the Board of Directors shall receive compensation for their services in such amount as may be reasonable and proper and consistent with the time and service rendered. The members of the Board of Directors shall receive the reasonable expenses necessarily incurred in the attendance of meetings and in the transaction of business for the Corporation. Section 9. (a) Indemnification. (1) Actions Other Than Those by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a Director, officer, or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation (or such other corporation or organization), and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful. 5 (2) Action by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a Director, officer, or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation (or such other corporation or organization) and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation (or such other corporation or organization) unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. (3) Successful Defense of Action. Notwithstanding, and without limitation of, any other provision of this SECTION 9 of Article IV, to the extent that a Director, officer, or employee of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (1) or (2) of this SECTION 9(a) of Article IV, or in defense of any claim, issue or matter therein, such Director, officer, or employee shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. (4) Determination Required. Any indemnification under paragraph (1) or (2) of this SECTION 9(a) of Article IV (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, or employee is proper in the circumstances because such Director, officer, or employee has met the applicable standard of conduct set forth in said paragraph. Such determination shall be made (i) by a majority vote of the Directors who were not parties to the action, suit or proceeding, or (ii) by a committee of disinterested Directors, or (iii) if a quorum or a committee of disinterested Directors is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (iv) by the stockholders. (5) Advance of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of a satisfactory undertaking by or on behalf of the Director, officer, or employee to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this SECTION 9(a) of Article IV. (b) Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of SECTION 9(a) of Article IV. The risks insured under any insurance policies purchased and maintained on behalf of any person as aforesaid or on behalf of the Corporation shall not be limited in any way by the terms of this SECTION 9 of Article IV and to the extent compatible with the provisions of such policies, the risks insured shall extend to the fullest extent permitted by law, common or statutory. 6 (c) Nonexclusivity; Duration. The indemnifications and rights provided by, or granted pursuant to, this SECTION 9 of Article IV shall not be deemed exclusive of any other indemnifications, rights or limitations of liability to which any person may be entitled under any Bylaw, agreement, vote of stockholders or disinterested Directors, or otherwise, either as to action in such person's official capacity or as to action in another capacity while holding office, and they shall continue although such person has ceased to be a Director, officer, or employee and shall inure to the benefit of such person's heirs, executors and administrators. The authorization to purchase and maintain insurance set forth in section 9(b) of Article IV shall likewise not be deemed exclusive. Section 10. The Chief Executive Officer of the Corporation, together with no more than five additional Directors, shall constitute an Executive Committee of the Board of Directors. The Executive Committee between regular meetings of the Board of Directors shall manage the business and property of the Corporation and shall have the same power and authority as the Board of Directors; provided, however, the Executive Committee shall not act (other than to make recommendations) in those cases where it is provided by law or by the Articles of Incorporation of the Corporation that any vote or action in order to bind the Corporation shall be taken by the Board of Directors. Section 11. The Board of Directors may form any committee other than the Executive Committee described in the preceding Section and the Capital Stock Committee described in the next Section. Any committee so formed, to the extent provided in the resolution of the Board of Directors pursuant to which it was formed or in the Bylaws or pursuant to the statutes of Kansas, shall have and may exercise all the powers and authority of the Board of Directors. Participation by Directors in any committee meeting, including the Executive Committee and the Capital Stock Committee meetings, shall be in person unless otherwise provided in the notice of the committee meeting or otherwise determined by the committee Chairman, in which case, participation by means of conference telephone or similar communications equipment which allows all persons participating in the meeting to hear each other shall constitute presence in person at such meeting. Each committee, including the Executive Committee and the Capital Stock Committee, shall keep a record of its proceedings. Section 12. The Board of Directors shall form a Capital Stock Committee. Each member of the Capital Stock Committee shall be an Independent Director or a person who, except for a relationship with a Class A Holder or a Subsidiary of a Class A Holder, would be an Independent Director. The Capital Stock Committee shall have and may exercise such powers, authority and responsibilities as may be delegated by the Board of Directors in connection with the adoption of general policies governing the relationship between business groups or otherwise, including such powers, authority and responsibilities as are delegated by the Board of Directors with respect to, among other things: (a) the business and financial relationships between the Sprint FON Group (or any business or subsidiary allocated thereto) and the Sprint PCS Group (or any business or subsidiary allocated thereto); (b) dividends in respect of, and transactions by Sprint or the Sprint FON Group (or any business or subsidiary allocated thereto) in, shares of Sprint PCS Stock; and (c) any matters arising in connection therewith. ARTICLE V Officers Section 1. The officers of this Corporation shall be a Chairman of the Board of Directors, a President, as many Vice Presidents as the Board of Directors may from time to time deem advisable and one or more of which may be designated Executive Vice President or Senior Vice President, a Secretary, a Treasurer, and such Assistant Secretaries and Assistant Treasurers as the Board of Directors may from 7 time to time deem advisable, and such other officers as the Board of Directors may from time to time deem advisable and designate. The Chairman of the Board of Directors shall be a member of and be elected by the Board of Directors. All other officers shall be elected by the Board of Directors. Section 2. The Chairman of the Board of Directors shall preside at all meetings of the Directors and stockholders at which the Chairman is present and shall have such other duties, power and authority as may be prescribed by the Board of Directors from time to time. The Board of Directors may designate the Chairman of the Board as the Chief Executive Officer of the Corporation with all of the powers otherwise conferred upon the President of the Corporation under these Bylaws, or it may, from time to time, divide the responsibilities, duties and authority for the general control and management of the Corporation's business and affairs between the Chairman of the Board and the President. Section 3. Unless the Board of Directors otherwise provides, the President shall be the Chief Executive Officer of the Corporation with such general executive powers and duties of supervision and management as are usually vested in such office and shall perform such other duties as are authorized by the Board of Directors. If the Chairman of the Board is designated as the Chief Executive Officer of the Corporation, the President shall perform such duties as may be delegated by the Board of Directors and as are conferred by law exclusively upon such office. Section 4. A Vice President shall have all the power and authority usually enjoyed by a person holding the office of Vice President. In case of absence of the President or upon vacancy in the office of President, a Vice President, as designated by the Chairman of the Board of Directors, shall have the right and power to perform all duties and exercise all authority of the President. Section 5. The Secretary shall oversee the issuance of notices of all Directors' and stockholders' meetings, and shall attend as appropriate and oversee the preparation and retention of the minutes of the same; shall have charge of all corporate books, records and papers; shall be custodian of the corporate seal; may attest with his signature, which may be a facsimile signature if authorized by the Board of Directors, and may impress with the corporate seal all written contracts of the Corporation; and shall perform all other duties as are incident to the office. Any Assistant Secretary may perform all duties of the Secretary and such other duties as may be required. Section 6. The Treasurer shall have custody of all money and securities of the Corporation and shall along with the Chief Financial Officer, Controller or appropriate officer of Finance, keep regular books of account and shall submit them to the Directors for their examination and approval annually; and semi- annually, or when directed by the Board of Directors, the Treasurer along with the Chief Financial Officer, Controller or appropriate officer of Finance shall submit to each Director a statement of the condition of the business and accounts of the Corporation; and shall perform all such other duties as are incident to the office. Any Assistant Treasurer may perform all the duties of the Treasurer and such other duties as may be required. Section 7. Any officer or employee of the Corporation shall give such bond for the faithful performance of his duties in such sum, as and when the Board of Directors may direct. 8 ARTICLE VI Amendments Section 1. Except as otherwise provided in the Articles of Incorporation of the Corporation, the Bylaws may be amended, altered or repealed by the Board of Directors, subject to the power of stockholders to amend, alter or repeal the Bylaws; or the Bylaws shall be amended in such other manner as may from time to time be authorized by the laws of the State of Kansas. ARTICLE VII Corporate Seal Section 1. The corporate seal of this Corporation shall have inscribed thereon the name of the Corporation and its state of incorporation and the words, "Seal--Incorporated 1938". (Capitalized terms not otherwise defined in the Bylaws have the meanings ascribed to them in the Articles of Incorporation.) 9 -----END PRIVACY-ENHANCED MESSAGE-----