-----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, HHmdT+ukO/wyWhthqCELOjT7r6tbqRUyRgTXEqcq+PW3GR5/YigDhTD0+bo/f7JD ZF9eNbF1nRWnAB13c3ZN0w== 0000101830-96-000031.txt : 19960705 0000101830-96-000031.hdr.sgml : 19960705 ACCESSION NUMBER: 0000101830-96-000031 CONFORMED SUBMISSION TYPE: S-3DPOS PUBLIC DOCUMENT COUNT: 2 REFERENCES 429: 033-58488 FILED AS OF DATE: 19960626 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT CORP CENTRAL INDEX KEY: 0000101830 STANDARD INDUSTRIAL CLASSIFICATION: 4813 IRS NUMBER: 480457967 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3DPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-58488 FILM NUMBER: 96586150 BUSINESS ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY STREET 2: P O BOX 11315 CITY: WESTWOOD STATE: KS ZIP: 66205 BUSINESS PHONE: 9136243000 MAIL ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY STREET 2: NULL CITY: WESTWOOD STATE: KS ZIP: 66205 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TELECOMMUNICATIONS INC DATE OF NAME CHANGE: 19920316 FORMER COMPANY: FORMER CONFORMED NAME: UNITED UTILITIES INC DATE OF NAME CHANGE: 19731011 POS AM 1 As filed with the Securities and Exchange Commission on June 26, 1996 Registration No. 33-58488 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 on Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPRINT CORPORATION (Exact name of registrant as specified in its charter) Kansas 48-0457967 (State of incorporation) (I.R.S. Employer Identification No.) P.O. Box 11315, Kansas City, Missouri 64112, (913) 624-3000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) DON A. JENSEN Vice President and Secretary Sprint Corporation P.O. Box 11315 Kansas City, Missouri 64112 Telephone (913) 624-3326 (Name, address, including zip code, and telephone number, including area code, of agent for service) ________________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. X If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. SPRINT CORPORATION Common Stock (Par Value $2.50 Per Share) __________ Automatic Dividend Reinvestment Plan __________ The Automatic Dividend Reinvestment Plan (the "Plan") of Sprint Corporation ("Sprint") provides holders of its Common Stock with a method of purchasing additional shares of Common Stock without payment of any brokerage commission or service charge. Any holder of record of Common Stock is eligible to join the Plan. Of the original issue shares authorized for issuance under the Plan, 1,163,514 shares remained available for issuance at June 26, 1996. Participants in the Plan may: 1. have cash dividends on all of their Common Stock automatically reinvested, 2. have cash dividends on less than all of their Common Stock automatically reinvested, and continue to receive cash dividends on the remaining Common Stock, 3. invest optional cash payments not to exceed $5,000 per quarter (minimum payment of $25), or 4. invest both cash dividends and optional cash payments. The administrator of the Plan is UMB Bank, n.a. It may purchase shares of Sprint Common Stock for the accounts of participants directly from Sprint or on the open market or from private sources. If purchased from Sprint, the price of shares will be the average of the high and low sales price of the Common Stock on the relevant Investment Date as shown by the composite listing of transactions as published in major newspapers. If purchased on the open market or from private sources, the price of shares will be the average cost of all shares purchased in relation to the relevant Investment Date. There is no discount on any purchases. The closing price of the Common Stock on June 19, 1996, as shown by the composite listing of transactions as published in major newspapers, was $40.25. _______________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ______________ The date of this Prospectus is June 26, 1996. TABLE OF CONTENTS Page Available Information 2 Information Incorporated by Reference 2 Sprint Corporation 3 Use of Proceeds 3 Plan of Distribution 3 Automatic Dividend Reinvestment Plan 3 Description of Sprint Common Stock 12 Validity of the Common Stock 15 Indemnification for Securities Act Liabilities 15 AVAILABLE INFORMATION Sprint is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by Sprint with the Commission can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional offices in New York and Chicago as follows: 7 World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Sprint's Common Stock is listed and traded on the New York, Chicago and Pacific stock exchanges. Reports, proxy statements and other information concerning Sprint can also be inspected at the offices of such exchanges. INFORMATION INCORPORATED BY REFERENCE Sprint hereby incorporates into this Prospectus by reference the following documents (File No. 1-4721) filed with the Commission: Sprint's Annual Report on Form 10-K for the year ended December 31, 1995, its Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, and its Current Report on Form 8-K dated January 31, 1996. All documents filed by Sprint pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering of the Common Stock covered by this Prospectus shall be deemed to be incorporated herein by reference and to be a part hereof from the dates of filing of such documents. Sprint will furnish without charge to each person to whom this Prospectus is delivered, upon written or oral request of such person, a copy of any or all of the information incorporated by reference in this Prospectus, other than exhibits to such information unless specifically incorporated by reference in such information. Written requests should be addressed to: Sprint Corporation, 2330 Shawnee Mission Parkway, Westwood, Kansas 66205; Attention: Investor Relations Department. Telephone requests may be directed to 1 (800) 259-3755. SPRINT CORPORATION Sprint, incorporated in 1938 under the laws of Kansas, is primarily a holding company. Sprint's principal subsidiaries provide domestic and international long distance and local exchange telecommunications services. Other subsidiaries are engaged in the wholesale distribution of telecommunications products and the publishing and marketing of white and yellow page telephone directories. The mailing address of Sprint's principal executive offices is 2330 Shawnee Mission Parkway, Westwood, Kansas 66205 and its telephone number is (913) 624-3000. Sprint is a 40 percent partner in Sprint Spectrum L.P., a partnership with Tele-Communications Inc., Comcast Corporation and Cox Communications, Inc. to provide wireless personal communications services (PCS) on a broad geographic basis within the United States. Sprint is also a partner in Global One, a joint venture with Deutsche Telekom AG ("DT") and France Telecom ("FT") to provide seamless global telecommunications services to business, consumer and carrier markets worldwide. The interests of DT and FT in the venture are held by their own joint venture, referred to as Atlas. The operating group serving Europe (excluding France and Germany) is owned one- third by Sprint and two-thirds by Atlas. The operating group for the worldwide activities outside the United States and Europe is owned 50 percent by Sprint and 50 percent by Atlas. Home country markets are served by DT in Germany, FT in France and Sprint in the United States. USE OF PROCEEDS Sprint does not know either the number of shares that will ultimately be purchased under the Plan or the prices at which such shares will be purchased. When Sprint sells shares to the Plan, the proceeds will be used for general corporate purposes and for advances to, and additional equity investment in, Sprint's subsidiary companies and joint ventures to facilitate additions and improvements to the property, plant and equipment of such companies and to fund operations. Sprint is unable to determine the amount of the proceeds which will be devoted to any of these purposes. PLAN OF DISTRIBUTION Sprint is offering the holders of its Common Stock the opportunity to purchase additional shares of Common Stock through an Automatic Dividend Reinvestment Plan (the "Plan"), without payment of any brokerage commission or service charge. AUTOMATIC DIVIDEND REINVESTMENT PLAN The Plan is administered by UMB Bank, n.a. The provisions of the Plan are set forth below in question and answer form. PURPOSE 1. What is the purpose of the Plan? The purpose of the Plan is to provide holders of record of Common Stock of Sprint with a convenient method of investing cash dividends and/or optional cash payments in additional shares of Common Stock without payment of any brokerage commission or service charge. ADVANTAGES 2. What are the advantages of the Plan? Participants in the Plan may (a) have cash dividends on all or less than all of their shares of Common Stock automatically reinvested or (b) invest optional cash payments, not to exceed $5,000 per quarter (minimum payment of $25), or (c) both reinvest cash dividends and invest optional cash payments. The Plan permits participants to make optional cash payments without reinvesting any of their cash dividends, except that the dividends on any shares of Common Stock purchased under the Plan will be reinvested until such time as the participant withdraws such shares from the Plan or sells or transfers such shares. No commission or service charge is paid by participants in connection with purchases under the Plan. The Plan permits fractions of shares, as well as full shares, to be credited to participants' accounts. In addition, dividends in respect of such fractions, as well as in respect of full shares, will be credited to participants' accounts and reinvested in shares of Common Stock under the Plan. Regular statements of account are provided for recordkeeping. The Plan offers a "share safekeeping" service whereby participants may deposit their Common Stock certificates with the Plan Agent and have their ownership of such Common Stock maintained on the Agent's records as part of their Plan account (see Question 8). A participant may transfer, at any time and at no cost to the participant, all or a portion of the participant's shares held under the Plan to another person or persons (see Question 22). ADMINISTRATION 3. Who administers the Plan for participants? UMB Bank, n.a. (the "Agent") acts as agent for participants and keeps a continuing record of their accounts, sends statements of account to participants and performs other duties relating to the Plan. Should UMB Bank, n.a. resign, another agent will be asked to serve. All communications regarding the Plan should be sent to the Agent addressed as follows: UMB Bank, n.a. P.O. Box 410064 Kansas City, Missouri 64141-0064 PARTICIPATION 4. Who is eligible to participate? All holders of record of shares of Common Stock are eligible to participate in the Plan. In order to be eligible to participate in the Plan, beneficial owners of shares of Common Stock of Sprint whose shares are registered in names other than their own must become stockholders of record by having shares transferred into their names. 5. How does an eligible stockholder participate? A holder of record of shares of Common Stock may join the Plan by completing and signing an Authorization Form and returning it to the Agent. An Authorization Form may be obtained at any time by written request addressed to the Agent at the above address or addressed to Sprint as follows: Sprint Corporation Dividend Reinvestment P.O. Box 11315 Kansas City, Missouri 64112-0315 6. When may a stockholder join the Plan? A holder of record of Common Stock may join the Plan at any time. If the Authorization Form is received by the Agent on or before the record date for the next dividend, then the dividend will be invested in additional shares of Common Stock for the stockholder. If the Authorization Form is received by the Agent after the record date for a dividend, the dividend reinvestment will not start until payment of the following dividend. Dividend payment dates will normally be on the last business day of March, June and September and in the last week of December, and dividend record dates will normally be about three weeks prior to the dividend payment dates. Any optional cash payment received with the Authorization Form (or subsequent to receipt of the Authorization Form), if received prior to an Investment Date (see Question 13), will be invested in additional shares of Common Stock for the stockholder on such Investment Date. If not received prior to an Investment Date, the stockholder's purchases will start with the next Investment Date, which will usually be in the following month. For example, to initially invest a quarterly dividend payable at the next dividend payment date (assuming declaration of such dividend), a stockholder's Authorization Form must be received by the Agent by the record date for that dividend. If the Authorization Form is received after the record date, the dividend will be paid in cash. All optional cash payments received prior to an Investment Date will be invested in Sprint Common Stock on such Investment Date. 7. What does the Authorization Form provide? By checking the appropriate box on the Authorization Form, a stockholder can (a) direct Sprint to pay to the Agent all or less than all of the stockholder's cash dividends (after withholding any required income taxes) on the shares registered in his own name and direct the Agent to reinvest the cash dividends and any optional cash payments received from the stockholder, or (b) direct the Agent to invest only optional cash payments received. Cash dividends on shares of Common Stock purchased under the Plan will be used to purchase additional shares of Common Stock unless such shares are sold, transferred or withdrawn from the Plan (see Questions 20, 21 and 22). Changes in the manner of participation can be made only by submitting a new Authorization Form. Optional cash payments should be sent directly to the Agent and should be made payable to UMB Bank, n.a. 8. How does Share Safekeeping work? At the time of enrollment in the Plan, or at any later time, participants may use the Plan's "share safekeeping" service to deposit any Common Stock certificates in their possession with the Agent. Shares deposited will be credited to the participant's account under the Plan. Thereafter, such shares will be treated in the same manner as shares purchased under the Plan, and dividends on such shares will be reinvested until the shares are sold, transferred or withdrawn from the Plan (see Questions 20, 21 and 22). By using the Plan's share safekeeping service, participants no longer bear the risk associated with loss, theft or destruction of stock certificates. Also, shares deposited with the Agent may be transferred or sold through the Plan in a convenient and efficient manner (see Questions 21 and 22). Participants who wish to deposit their Common Stock certificates with the Agent must complete and return to the Agent, by registered, insured mail, the Common Stock certificates to be deposited along with a properly completed Share Safekeeping Form. The certificates should not be endorsed. Share Safekeeping Forms are available from the Agent. COSTS 9. Are there any expenses to stockholders who participate in the Plan? Sprint will pay all fees, commissions and expenses in connection with the purchase of shares of Common Stock for the Plan. Sprint will also pay all costs of administration of the Plan, except when a participant sells shares held in the Plan (see Questions 21, 25 and 26). PURCHASES 10. How many shares of Common Stock will be purchased for participants? The number of shares to be purchased depends on the amount of the participant's dividend (after deducting any required income tax withholding) on shares participating in the Plan, optional cash payments, if any, made by the participant, and the price of the shares of Common Stock purchased. Each participant's account will be credited with that number of shares, including partial shares, equal to the sum of the total amount of that participant's reinvested dividend plus the total amount of that participant's optional cash payment (if an optional cash payment is made), divided by the purchase price of the Common Stock (see Question 12). 11. What provision is made for stockholders whose dividends are subject to income tax withholding? In the case of those stockholders whose dividends are subject to United States income tax withholding, the Agent will apply the net amount of the dividend of such participants, after the deduction of taxes, to the purchase of shares of Common Stock. If such participants desire to invest the full amount of their dividends, they may tender optional cash payments to the Agent, subject to the minimum and maximum limitations on such payments (see Questions 15, 16 and 17). 12. What will be the price of shares of Common Stock purchased under the Plan? The Agent will purchase shares from Sprint, to the extent that Sprint makes shares available. The Agent will purchase any other shares required for the Plan on the open market or from private sources. The price of shares purchased from Sprint will be the average of the high and low sale prices of the Common Stock on the relevant Investment Date as shown by the composite listing of transactions as published in major newspapers. The price of shares purchased on the open market or from private sources will be the average cost of all shares so purchased in relation to the relevant Investment Date (see Question 13). 13. When is the Investment Date? In any calendar month in which a cash dividend is payable, the dividend payment date, or the next preceding day on which Sprint Common Stock was traded if there is no trade reported on the dividend payment date, will be an Investment Date. Dividend payment dates will normally be on the last business day of March, June and September and in the last week of December. In all other calendar months the Investment Date will be the thirtieth day of that month (or the last day of February), or the next preceding day on which Sprint Common Stock was traded if there is no trade reported on the thirtieth day (or the last day of February). There will normally be only one Investment Date in a month. However, in any month in which a cash dividend is payable and the dividend payment date is prior to the last five business days in the month, there will be a second Investment Date for optional cash payments on the thirtieth day of that month (or the last day of February), or the next preceding day on which Sprint Common Stock was traded if there is no trade reported on the thirtieth day (or the last day of February). 14. When will shares be purchased? Shares acquired from Sprint will be purchased for the accounts of the participants as of the close of business on the relevant Investment Date. Shares acquired on the open market or from private sources will be purchased promptly by the Agent and in no event later than thirty days after a relevant Investment Date. These purchases may be made on any securities exchange where such shares are traded, in the over-the-counter market, or by negotiated transactions, and are subject to such terms and conditions, including price and delivery, as the Agent may agree to. Dividend and voting rights will commence upon settlement, which is normally three business days after the purchase whether from Sprint or any other source. For the purpose of making purchases, the Agent will commingle each participant's funds with those of all other participants. OPTIONAL CASH PAYMENTS 15. How does the cash payment option work? Each month any optional cash payment received from the participant prior to an Investment Date for the month will be used by the Agent to purchase additional shares of Common Stock for the account of such participant on such Investment Date. If there is more than one Investment Date in a month, the optional cash payment will be used to purchase additional shares of Common Stock on the first Investment Date following receipt of the payment by the Agent. Any optional cash payment not received prior to an Investment Date in any month will be used by the Agent to purchase additional shares for the account of the participant on the Investment Date in the following month. 16. How are optional cash payments made? The option to make cash payments will be available to each participant each month. Optional cash payments must be at least $25 per payment and cannot exceed a total of $5,000 per quarter. Each participant making an optional cash payment will receive an updated statement after each such payment is invested. An optional cash payment may be made by a participant when enrolling by enclosing with the Authorization Form a check or money order payable to the Agent, UMB Bank, n.a. Thereafter optional cash payments may be made through the use of the remittance form attached to the participant's account statement sent by the Agent. The same amount of money need not be sent each time and there is no obligation to make an optional cash payment each month or each quarter. 17. When should optional cash payments be made? Optional cash payments made by a participant and received prior to an Investment Date in any month will be invested on such Investment Date. Optional cash payments not received prior to an Investment Date will be held by the Agent until the next Investment Date. No interest will be paid by the Agent on cash payments. It is suggested that optional cash payments be sent to the Agent not less than ten business days before the end of a month. REPORTS TO PARTICIPANTS 18. What kind of reports will be sent to participants in the Plan? Each participant in the Plan will receive from the Agent a quarterly statement of his account. Each participant making an optional cash payment will receive an updated statement after each such optional cash payment is invested. In addition, each participant will receive from Sprint or the Agent copies of the same communications sent to every other holder of Common Stock, including the Annual Report to Stockholders, Notice of Annual Meeting and Proxy Statement, and IRS information return reporting dividends paid (Form 1099-DIV). A participant should retain his statements for income tax purposes since they provide information regarding the cost basis of shares purchased through the Plan. This information will be necessary when the participant sells or transfers the shares in a taxable transaction (see Question 31). DIVIDENDS 19. Will participants be credited with dividends on fractions of shares? Participants will be credited with the amount of dividends attributable to fractions of shares in their accounts under the Plan and such dividends will be reinvested. CERTIFICATES FOR SHARES 20. Will certificates be issued for shares of Common Stock held in the Plan? Certificates for shares of Common Stock purchased under the Plan normally will not be issued to participants. The number of shares credited to a participant's account under the Plan will be shown on the participant's statement of account. This convenience protects against loss, theft or destruction of stock certificates. A certificate for any number of whole shares credited to an account under the Plan (whether purchased under the Plan or deposited with the Agent for safekeeping) will be issued upon the written request of the participant and issuance of such certificate will not terminate participation in the Plan. However, if a participant is not reinvesting his cash dividends other than on shares credited to his account under the Plan, the issuance of a certificate for such shares will remove them from the Plan and the cash dividends on such shares will not be reinvested thereafter. Any full shares and fraction of a share not issued will continue to be credited to the participant's account and cash dividends on such shares will continue to be reinvested in Common Stock. Shares credited to the account of a participant under the Plan may not be pledged as collateral. A participant who wishes to pledge such shares must request that a certificate for such shares be issued to him in his name. Certificates for fractions of shares will not be issued under any circumstances. 21. How does a participant sell shares held in the Plan? A participant may request the Agent to sell any number of shares, including fractional shares, held in his Plan account at any time by giving written instructions to the Agent. The Agent will make the sale as soon as practicable following receipt of the request. If an account is in the name of joint tenants, each individual whose name is on the account must execute the request to sell shares. The participant or participants will receive the proceeds, less an administrative charge of $2.00 and applicable brokerage commissions, if any. Proceeds of shares sold through the Plan will be paid by check. If instructions for the sale of all shares credited to a Plan account are received on or after an ex-dividend date but before the related dividend payment date, the sale will not be processed until after the dividend payment date. The dividends on the shares will be reinvested on the dividend payment date and the shares purchased with the dividends will be included in the shares sold. If instructions for the sale of less than all shares are received on or after an ex-dividend date but before the related dividend payment date, the sale will be processed as soon as practicable and the dividend on the shares that have been sold, as well as the dividend on the shares remaining in the account, will be reinvested on the dividend payment date and the shares purchased will be credited to the participant's account. The ex-dividend date is two business days prior to the record date and will normally be approximately four weeks before the dividend payment date. 22. How does a participant transfer shares held in the Plan? If a participant wishes to transfer the ownership of all or part of the shares held in his Plan account to another person, whether by gift, private sale or otherwise, the participant may effect such transfer by mailing a properly completed and executed stock assignment (stock power) to the Agent. Transfers of all or less than all of the participant's shares must be made in whole share amounts, unless the transfer is being made to another participant in the Plan, in which case fractional shares may be transferred. If the participant transfers all whole shares in his account, any remaining fractional share will remain in his account and dividends on the fractional share and any optional cash payment will be invested in Common Stock unless the participant instructs the Agent to sell the fractional share or otherwise indicates that he wishes to terminate participation in the Plan, in which case the fractional share will be sold and the proceeds (less any sales commission and a handling charge of $2.00) will be mailed directly to the participant (see Question 26). Written requests for transfer sent to the Agent must include the name(s), address and tax identification number of the transferee(s) and be accompanied by an executed stock assignment (stock power) with medallion signature guarantee. The signature(s) on the assignment must correspond with the name(s) on the account. If instructions for the transfer of all shares credited to a Plan account are received on or after an ex-dividend date but before the related dividend payment date, the transfer will not be processed until after the dividend payment date. The dividends on the shares will be reinvested on the dividend payment date and the shares purchased with the dividends will be included in the shares transferred. If instructions for the transfer of less than all shares are received on or after an ex-dividend date but before the related dividend payment date, the transfer will be processed as soon as practicable and the dividend on the shares that have been transferred, as well as the dividend on the shares remaining in the account, will be reinvested on the dividend payment date and the shares purchased will be credited to the participant's account. A stock certificate for the shares transferred will be issued to the transferee(s) and information pertaining to the Plan will be mailed to the transferee(s), unless the transferee(s) already participates in the Plan. TERMINATION 23. How does a participant terminate participation in the Plan? A participant may terminate participation in the Plan by notifying the Agent, in writing, that he wishes to terminate. 24. When does a notice of termination become effective? A notice of termination is normally effective when it is received by the Agent. However, if the notice is received on or after an ex-dividend date and before the related dividend payment date, the notice will be effective after that dividend payment date. The dividend paid on that date and any optional cash payment will be invested under the Plan. The notice will be processed after the participant's account has been credited with the shares purchased. Dividends paid after termination from the Plan will be paid in cash directly to the stockholder unless he elects to re-enroll in the Plan, which the stockholder may do at any time. 25. How are shares distributed upon termination? When a participant terminates participation in the Plan, or upon termination of the Plan by Sprint, a certificate for whole shares credited to his account under the Plan will be issued and a cash payment will be made for any fraction of a share, less any sales commission and a handling charge of $2.00 (see Question 26). Upon termination, the participant may, if he desires, request that all of the shares, both whole and fractional, credited to his account in the Plan be sold (see Question 21). 26. What happens to a fraction of a share when a participant requests to terminate participation in the Plan or the Plan is terminated by Sprint? When a participant terminates participation in the Plan, a cash payment representing the proceeds from the sale of any fraction of a share will be mailed directly to the participant. This cash payment will be based on the then current market price of the shares of Common Stock of Sprint less any sales commission and a handling charge of $2.00. Adjustments for fractional shares would also be made upon termination of the Plan by Sprint. OTHER INFORMATION 27. What happens when a participant who is reinvesting the cash dividends on all or part of the shares of Common Stock registered in the participant's name sells or transfers a portion of such shares? If a participant who is reinvesting the cash dividends on all of the shares of Common Stock registered in the participant's name disposes of a portion of such shares, the Agent will continue to reinvest the dividends on the remainder of the shares. If a participant who is reinvesting the cash dividends on part of the shares of Common Stock registered in the participant's name disposes of a portion of such shares, the Agent will continue to reinvest the dividends on the remainder of the shares up to the number of shares originally authorized. For example, if a participant authorized the Agent to reinvest the cash dividends on 50 shares of a total of 100 shares registered in the participant's name, and then the participant disposes of 25 shares, the Agent would continue to reinvest the cash dividends on 50 of the remaining 75 shares. If instead the participant disposes of 75 shares, the Agent would continue to reinvest the cash dividends on all of the remaining 25 shares. Dividends on shares credited to a participant's account under the Plan will continue to be reinvested until the shares are sold, transferred or withdrawn from the Plan. 28. Does participation in the Plan involve any risk? The Plan itself creates no additional risk. The risk to participants is the same as with any other investment in shares of Common Stock of Sprint. It should be recognized that a participant loses any advantage otherwise available from being able to select the timing of his investment. Participants must recognize that neither Sprint nor the Agent can assure a profit or protect against a loss on the shares purchased under the Plan. 29. What happens if Sprint issues a stock dividend, declares a stock split or has a rights offering? Any shares distributed by Sprint as a stock dividend on shares credited to a participant's account, or upon any split of such shares, will be credited to the participant's account and held by the Agent for safekeeping. Stock dividends distributed on shares registered in the name of a participant that are not held by the Agent under the Plan, as well as shares distributed on account of any split of such shares, will be mailed directly to the stockholder. In a rights offering, a participant's entitlement will be based upon his total holdings, including shares credited to the participant's account under the Plan. Except for the Rights provided for by the Shareholder Rights Plan (see "Description of Sprint Common Stock - Shareholder Rights" below), rights applicable to shares credited to a participant's account under the Plan will be sold by the Agent and the proceeds will be credited to the participant's account under the Plan and applied as an optional cash payment to purchase shares of Common Stock on the next date shares are purchased under the Plan. 30. How will a participant's shares be voted at stockholder meetings? All shares held in the Plan for a participant will be voted as the participant directs on a proxy which will be furnished to the participant. If a participant does not return that proxy or vote in person at the meeting, such shares will not be voted. 31. What are the Federal income tax consequences of participation in the Plan? (a) For Federal income tax purposes, a participant in the Plan must include as taxable income the amount of the cash dividend (before deduction of any required income tax withholding) that would have been received if the dividend had not been reinvested in Common Stock. The information return sent to participants and the Internal Revenue Service at year-end (Form 1099-DIV) will include such dividends. (b) The tax basis per share for shares of Common Stock acquired pursuant to the Plan is equal to the purchase price per share as described in Question 12, plus any brokerage commissions paid by Sprint. Brokerage commissions paid by Sprint on a participant's behalf in acquiring the stock are treated as distributions subject to income tax in the same manner as dividends. The information return sent to participants and the Internal Revenue Service at year-end (Form 1099-DIV) will include such brokerage commissions paid on behalf of the participants. (c) A participant's holding period for shares of Common Stock acquired pursuant to the Plan will begin on the day following the purchase of such shares. (d) A participant will not realize any taxable income when the participant receives certificates for whole shares credited to the participant's account. (e) A participant will realize gain or loss when shares are sold or transferred in a taxable transaction and, in the case of a fractional share, when the participant receives a cash payment for a fraction of a share credited to the participant's account upon termination of participation in the Plan. The amount of such gain or loss will be the difference between the amount which the participant receives for the shares or fraction of a share and the tax basis therefor. (f) As described below in "Description of Sprint Common Stock - Shareholder Rights", shares of Common Stock purchased under the Plan have Rights attached. Depending upon the circumstances, participants may recognize taxable income in the event that the Rights become exercisable or are exercised for shares of Sprint Common Stock or for common stock of an acquiring company. Sprint's redemption of the Rights also would be a taxable event. The Federal income tax discussion set forth above is included for general information only. Participants should consult their tax advisors with respect to the tax consequences of participation in the Plan and the sale or transfer of shares purchased under the Plan. 32. What is the responsibility of the stockholder's agent under the Plan? UMB Bank, n.a., which had no responsibility with respect to the preparation and contents of this Prospectus or of the Registration Statement of which this Prospectus is a part, will act as Agent for the stockholders under the Plan. In performing its duties under the Plan, the Agent shall not be liable for any act done in good faith, or for any good faith omission to act, including without limitation any claims of liability arising out of failure to terminate a participant's account upon such participant's death prior to receipt of notice in writing of such death. 33. May the Plan be changed or discontinued? Sprint reserves the right to suspend, modify or terminate the Plan at any time. All participants will receive notice of such suspension, modification or termination. DESCRIPTION OF SPRINT COMMON STOCK The authorized capital stock of Sprint consists of 1,000,000,000 shares of Common Stock, 500,000,000 shares of Class A Common Stock, 500,000,000 shares of Class A Preference Stock and 20,000,000 shares of Preferred Stock. The authorized but unissued shares of Preferred Stock are issuable in one or more series, with such designations, preferences and relative, participating, optional or special rights, if any, and the qualifications, limitations or restrictions thereof as may be fixed and determined by resolution of the Board of Directors of Sprint (the "Sprint Board"). The following are brief summaries of certain provisions with respect to Sprint Common Stock, par value $2.50 per share, contained in Sprint's Articles of Incorporation, as amended. Such statements are qualified in their entirety by reference to such Articles. The term Preferred Stock, as hereinafter used, includes the Preferred Stock-First Series, Convertible (the "First Series"), Preferred Stock-Second Series, Convertible (the "Second Series"), and Preferred Stock-Fifth Series (the "Fifth Series") and any other series hereinafter established by the Sprint Board and issued by Sprint (including, if issued, the Preferred Stock-Fourth Series, Junior Participating referred to below under "Shareholder Rights"). Dividend Rights and Restrictions Subject to certain dividend restrictions of indentures and other borrowing agreements and to the preferential rights of the Preferred Stock (and, if issued, the Class A Preference Stock), holders of Sprint Common Stock are entitled to dividends as declared thereon by the Sprint Board only out of net income or earned surplus. The most restrictive covenants applicable to dividends are contained in a revolving credit agreement. Among other restrictions, the agreement requires Sprint to maintain specified levels of consolidated net worth, as defined. As a result of this requirement, $2.0 billion of Sprint's $2.7 billion consolidated retained earnings was effectively restricted from payment of dividends as of March 31, 1996. Before any dividends on Sprint Common Stock may be paid or declared and set apart for payment, full cumulative dividends on the Preferred Stock (and, if issued, the Class A Preference Stock) must be paid or declared and set apart for payment. If Sprint fails to purchase the Fifth Series shares upon tender by the holders, it is precluded from declaring or paying dividends on its Common Stock until it has deposited the funds necessary for the purchase of such shares. Upon the issuance of other series of Preferred Stock, the Sprint Board may provide for dividend restrictions on Sprint Common Stock as to such series. The holders of the Class A Common Stock are entitled to receive dividends in an amount per share equal to the per share amount of any dividend paid on Sprint Common Stock, payable on the same date of payment as the corresponding dividend on the Sprint Common Stock. Voting Rights Except as hereinafter noted, holders of Sprint Common Stock, Class A Common Stock and the First Series, the Second Series and the Fifth Series are entitled at each stockholders' meeting of Sprint, as to each matter to be voted upon, to cast one vote for each share held of record on the books of Sprint. The holders of Class A Preference Stock also have general voting rights; the number of votes for each share is dependent on the conversion ratio at which the Class A Preference Stock is convertible into Class A Common Stock. The Preferred Stock is entitled to vote as a class with respect to certain matters affecting preferences of the Preferred Stock or creating prior ranking or parity stock. If six quarterly dividends on any series of the Preferred Stock are in arrears, the number of Sprint's directors will be increased by two and the holders of Preferred Stock voting as a class will be entitled to elect two directors until all arrears in dividends have been paid, and in such event Sprint Common Stock and all voting series of the Preferred Stock would be entitled to elect the remaining directors (other than the directors elected by the holders of the Class A Common Stock and Class A Preference Stock, as described below). If no dividends or less than full cumulative dividends on the Fifth Series shall have been paid for each of four consecutive dividend periods, or if arrearages in the payment of dividends on the Fifth Series shall have cumulated in an amount equal to full cumulative dividends on the Fifth Series 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 holders of Class A Common Stock and Class A Preference Stock (together, the "Class A Stock") have certain class voting rights, including the right to elect their own directors to the Sprint Board and to disapprove certain transactions. As a general rule, the holders of Class A Stock will be entitled to representation on the Sprint Board equal to the percent of Sprint voting power owned by them, rounded up or down to the nearer whole number of directors. In addition, for as long as it is necessary in order to allow France Telecom ("FT") and Deutsche Telekom AG ("DT") to receive certain benefits under relevant tax treaties between the United States and France and between the United States and Germany, respectively, the holders of Class A Stock are entitled to elect not less than 20% of the members of the Sprint Board at any time when their actual percentage of Sprint voting power is at least 20%. Until January 31, 1998, Sprint may not undertake certain transactions, including certain divestitures, acquisitions and mergers and the declaration of certain extraordinary cash dividends or distributions to shareholders, if disapproved by the holders of Class A Stock. As long as any shares of Class A Stock are outstanding, the holders of Class A Stock are entitled to disapprove any amendment to the Articles or Bylaws of Sprint that would adversely affect their rights, any issuance by Sprint of capital stock or debt with more than one vote per share or otherwise having supervoting powers, or any business combination or merger involving Sprint unless certain of their rights are preserved. In addition, for a period of time holders of Class A Stock have certain disapproval rights relating to the sale by Sprint of long distance assets and transactions that would result in certain competitors of FT, DT and Global One owning 10% or more of the outstanding Sprint voting power. The Sprint Board (other than the directors elected by the holders of the Class A Stock) is divided into three classes, with each class consisting, as nearly as possible, of one-third of the total number of directors (other than the directors elected by the holders of the Class A Stock) and serving a staggered three-year term. Only one class is elected each year, and it is elected for a three-year term. The holders of the Class A Stock are not entitled to vote in the election of these directors. Sprint stockholders are not entitled to cumulative voting rights in the election of directors. Sprint's Articles of Incorporation require that certain business combinations initiated by a holder of at least 10 percent 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 Sprint's Articles of Incorporation prohibit Sprint from purchasing its own equity securities from an owner of 5 percent or more of such equity securities (if any of the securities have been held for less than two years) at a premium over market price unless Sprint either (1) obtains the approval of the holders of a majority of the shares of Sprint's outstanding voting stock (excluding the shares held by the 5 percent security holder) or (2) makes a tender or exchange offer to purchase securities of the same class on the same terms to all holders of such equity securities. However, the approval of stockholders other than DT, FT and their affiliates is not required in connection with purchases, redemptions or other acquisitions by Sprint of Sprint capital stock held by DT, FT, certain of their designated subsidiaries or certain other qualified holders of the Class A Stock pursuant to the investment agreements entered into with FT and DT and the Articles of Incorporation. Redemption The Articles of Incorporation permit the redemption of shares of Sprint Common 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 Sprint Common Stock to be redeemed at a price equal to the fair market value of the shares, except that the redemption price in respect of 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 such shares by such person. Shareholder Rights Each share of Sprint Common Stock issued prior to the occurrence of certain takeover events has one-half of a Right attached in accordance with the terms of a Shareholder Rights Plan adopted by Sprint on August 8, 1989. The Rights do not become exercisable and do not separate from the shares of Common Stock until the occurrence of such takeover events. Each Right, when it becomes exercisable, entitles the holder to purchase a unit consisting of one one- hundredth of a share of Preferred Stock-Fourth Series, Junior Participating at a price of $235 per unit, or to purchase Sprint Common Stock or common stock of the acquiring company having a value equal to two times the exercise price of the Right, depending upon the circumstances. Under certain circumstances, Rights beneficially owned by a person or group of affiliated or associated persons who have acquired, or obtained the right to acquire, beneficial ownership of 20 percent or more of the outstanding shares of Sprint Common Stock become null and void. The Rights may be redeemed by Sprint at a price of one cent per Right and expire on September 8, 1999. In connection with the investment in Class A Stock by FT and DT, the Shareholder Rights Plan was amended to provide for Rights to attach to the Class A Common Stock and to assure that the investment will not cause the Rights to detach and become exercisable. The amendment to the Shareholder Rights Plan provides generally that actions of FT, DT and their respective affiliates which would otherwise cause the Rights to detach and become exercisable will not do so unless such actions also violate the Standstill Agreement dated as of July 31, 1995 entered into among Sprint, FT and DT. Liquidation Rights In the event of liquidation, holders of Sprint Common Stock will be entitled to share ratably, together with the holders of any Class A Common Stock then outstanding, in any assets remaining after the satisfaction in full of the prior rights of creditors, including holders of Sprint indebtedness, and the aggregate liquidation preference of any Preferred Stock and any Class A Preference Stock then outstanding. Preemptive Rights No holder of shares of Sprint Common Stock or any other capital stock of Sprint is entitled to preemptive rights or subscription rights, other than pursuant to the Rights referred to under "Shareholder Rights" above. DT and FT have the contractual right to purchase additional shares of Class A Stock from Sprint to enable them to maintain their ownership level at 20% of Sprint's voting securities. Fully Paid The outstanding shares of Sprint Common Stock are, and the shares of Sprint Common Stock offered hereby when issued will be, fully paid and nonassessable. Transfer Agents and Registrars The Transfer Agents and Registrars for Sprint Common Stock are UMB Bank, n.a. (Missouri), and ChaseMellon Shareholder Services (New York). VALIDITY OF THE COMMON STOCK The validity of the original issue shares of Common Stock to be purchased from Sprint under the Plan has been passed upon by Don A. Jensen, Vice President and Secretary of Sprint. INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Consistent with Kansas law, Article IV, Section 10 of the Bylaws of Sprint provides that Sprint will indemnify directors and officers against expenses, judgments, fines and amounts paid in settlement in connection with any action, suit or proceeding if the director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of Sprint. With respect to a criminal action or proceeding, the director or officer must also have had no reasonable cause to believe his conduct was unlawful. Sprint has entered into indemnification agreements with its directors and officers. These agreements provide for the indemnification, to the full extent permitted by law, of expenses, judgments, fines, penalties and amounts paid in settlement incurred by the director or officer in connection with any threatened, pending or completed action, suit or proceeding on account of services as a director, officer, employee or agent of Sprint. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. SPRINT CORPORATION AUTOMATIC DIVIDEND REINVESTMENT PLAN Common Stock _____________________ PROSPECTUS _____________________ No dealer, salesman or other person has been authorized to give any information or to make any representations, other than those contained in this Prospectus, in connection with the offer contained herein, and if given or made such information and representations must not be relied upon as having been authorized by Sprint. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Common Stock offered hereby in any State to any person to whom it is unlawful to make such offer in such State. Neither the delivery of this Prospectus nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of Sprint since the date hereof. Dated June 26, 1996 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. * Registration fee $13,067 Accounting fees and expenses $ 7,000 Printing expenses $12,000 Postage and Miscellaneous $55,000 Total $87,067 ________________ *All expenses, other than the registration fee, are estimated. Item 15. Indemnification of Directors and Officers. Consistent with K.S.A. Section 17-6305, Article IV, Section 10 of the Bylaws of Sprint Corporation ("Sprint") provides that Sprint will indemnify directors and officers against expenses, judgments, fines and amounts paid in settlement in connection with any action, suit or proceeding if the director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of Sprint. With respect to a criminal action or proceeding, the director or officer must also have had no reasonable cause to believe his conduct was unlawful. Under Section 10, Sprint may purchase and maintain insurance on behalf of any person who is or has been a director, officer, employee or agent of Sprint or who is or was serving at the request of Sprint as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability arising out of his status as such, whether or not Sprint would be required to indemnify such persons against liability. Sprint carries standard directors' and officers' liability coverage for its directors and officers. Subject to certain limitations and exclusions, the policy reimbursed Sprint for liabilities indemnified under Section 10 and indemnifies directors and officers of Sprint against additional liabilities not indemnified under Section 10. Sprint has entered into indemnification agreements with its directors and officers. These agreements provide for the indemnification, to the full extent permitted by law, of expenses, judgments, fines, penalties and amounts paid in settlement incurred by the director or officer in connection with any threatened, pending or completed action, suit or proceeding on account of service as a director, officer, employee or agent of Sprint. Item 16. Exhibits. 4 (a) Fifth, Sixth, Seventh and Eighth Articles of Sprint's Articles of Incorporation (the Articles of Incorporation are filed as Exhibit (3)(a) to Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 and incorporated herein by reference). 4 (b) Rights Agreement dated as of August 8, 1989, between Sprint Corporation (formerly United Telecommunications, Inc.) and UMB Bank, n.a. (formerly United Missouri Bank of Kansas City, N.A.), as Rights Agent (filed as Exhibit 2(b) to Sprint Corporation Registration Statement on Form 8-A dated August 11, 1989 (File No. 1-4721), and incorporated herein by reference). 4 (c) Amendment and supplement dated June 4, 1992 to Rights Agreement dated as of August 8, 1989 (filed as Exhibit 2(c) to Amendment No. 1 on Form 8 dated June 8, 1992 to Sprint Corporation Registration Statement on Form 8-A dated August 11, 1989 (File No. 1-4721), and incorporated herein by reference). 4 (d) Second Amendment to Rights Agreement dated as of July 31, 1995 between Sprint Corporation and UMB Bank, n.a. (filed as Exhibit 2(d) to Form 8-A/A-2 dated October 20, 1995 amending Sprint Corporation Registration Statement on Form 8-A dated August 11, 1989 (File No. 1-4721) and incorporated herein by reference). 4 (e) Standstill Agreement dated as of July 31, 1995, by and among Sprint Corporation, France Telecom and Deutsche Telekom AG (filed as Exhibit (10)(c) to Sprint Corporation Quarterly report on Form 10-Q for the quarter ended June 30, 1995 and incorporated herein by reference). 5. Opinion and consent of Don A. Jensen, Esq. (previously filed as Exhibit 5 to this Registration Statement filed February 18, 1993). 23-A. Consent of Ernst & Young LLP. 23-B. Consent of Don A. Jensen, Esq. is contained in his opinion previously filed as Exhibit 5. 24. Power of Attorney is contained on page II-4 of this Registration Statement filed February 18, 1993. Item 17. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westwood, State of Kansas, on the 26th day of June, 1996. SPRINT CORPORATION By /s/ A. B. Krause (A. B. Krause, Executive Vice President) Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons in the capacities and on the date indicated. Name Title Date ) Chairman of the Board ) and Chief Executive Officer ) W. T. ESREY * (Principal Executive ) Officer) ) ) Executive Vice President- ) Chief Financial Officer ) /s/ A. B. Krause (Principal Financial ) Officer) ) (A. B. Krause) ) ) Senior Vice President and ) Controller ) /s/ J. P. Meyer (Principal Accounting ) June 26, 1996 Officer) ) (J. P. Meyer) ) ) ) (DuBose Ausley) Director ) ) WARREN L. BATTS * Director ) ) ) (Michele Bon) Director ) ) RUTH M. DAVIS * Director ) ) ) (Donald J. Hall) Director ) ) HAROLD S. HOOK * Director ) ) /s/ Ronald T. LeMay Director ) June 26, 1996 (Ronald T. LeMay) ) ) ) (Linda K. Lorimer) Director ) ) CHARLES E. RICE * Director ) ) ) (Ron Sommer) Director ) ) STEWART TURLEY * Director ) /s/ A. B. Krause * (A.B. Krause, as Attorney-in-Fact for each of the above officers and directors, pursuant to Power of Attorney filed with this Registration Statement No. 33-58488) INDEX EXHIBIT Number Page 4 (a) Fifth, Sixth, Seventh and Eighth Articles of Sprint's Articles of Incorporation (the Articles of Incorporation are filed as Exhibit (3)(a) to Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 and incorporated herein by reference). 4 (b) Rights Agreement dated as of August 8, 1989, between Sprint Corporation (formerly United Telecommunications, Inc.) and UMB Bank, n.a. (formerly United Missouri Bank of Kansas City, N.A.), as Rights Agent (filed as Exhibit 2(b) to Sprint Corporation Registration Statement on Form 8-A dated August 11, 1989 (File No. 1- 4721), and incorporated herein by reference). 4 (c) Amendment and supplement dated June 4, 1992 to Rights Agreement dated as of August 8, 1989 (filed as Exhibit 2(c) to Amendment No. 1 on Form 8 dated June 8, 1992 to Sprint Corporation Registration Statement on Form 8-A dated August 11, 1989 (File No. 1-4721), and incorporated herein by reference). 4 (d) Second Amendment to Rights Agreement dated as of July 31, 1995 between Sprint Corporation and UMB Bank, n.a. (filed as Exhibit 2(d) to Form 8-A/A-2 dated October 20, 1995 amending Sprint Corporation Registration Statement on Form 8-A dated August 11, 1989 (File No. 1- 4721) and incorporated herein by reference). 4 (e) Standstill Agreement dated as of July 31, 1995, by and among Sprint Corporation, France Telecom and Deutsche Telekom AG (filed as Exhibit (10)(c) to Sprint Corporation Quarterly report on Form 10-Q for the quarter ended June 30, 1995 and incorporated herein by reference). 5. Opinion and consent of Don A. Jensen, Esq. (previously filed as Exhibit 5 to this Registration Statement filed February 18, 1993). 23-A. Consent of Ernst & Young LLP. 23-B. Consent of Don A. Jensen, Esq. is contained in his opinion previously filed as Exhibit 5. 24. Power of Attorney is contained on page II-4 of this Registration Statement filed February 18, 1993. EX-23 2 AUDITORS CONSENT Exhibit 23-A CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Post-Effective Amendment No. 1 to the Registration Statement (Form S-3) and related prospectus pertaining to the Sprint Corporation Automatic Dividend Reinvestment Plan of our report dated February 14, 1996, with respect to the consolidated financial statements and schedule of Sprint Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ERNST & YOUNG LLP Kansas City, Missouri June 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----