SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 5)
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 7997
Shawnee Mission, KS 66207-0997
(Address of principal executive (zip code)
office)
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
Rights New York Stock Exchange
(Designated as FON Group Rights
before April 23, 2004)
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), 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), check the following box
Securities Act registration statement file number to which this
form relates: _____________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Explanatory Note
Sprint Corporation is filing this amendment number 5 to its Registration
Statement on Form 8-A to reflect the fact that, upon the conversion of all
outstanding shares of PCS Common Stock into FON Common Stock, effective on April
23, 2004 (the "Conversion Date"), Sprint's Rights Agreement will be amended, as
of the Conversion Date, to eliminate PCS Group Rights that had been attached to
outstanding shares of PCS Common Stock and to redesignate the FON Group Rights
as Rights.
Item 1. Description of Registrant's Securities to be Registered.
On February 28, 2004, the Board of Directors of Sprint Corporation approved
an amendment to Sprint's Rights Agreement that will become effective on April
23, 2004 (the "Conversion Date") upon the conversion of Sprint's PCS Common
Stock into FON Common Stock at a rate equal to 0.5 shares of FON Common Stock
for each share of PCS Common Stock (the "Conversion Ratio"). Pursuant to the
Rights Agreement, currently one-half of a FON Group Right is attached to each
outstanding share of FON Common Stock and one-half of a PCS Group Right is
attached to each outstanding share of PCS Common Stock. When the amendment
becomes effective, there will no longer be any PCS Group Rights because they
will be converted into the Rights at the Conversion Ratio. Upon the Conversion
Date the FON Group Rights will be redesignated as Rights and one-half of a Right
will be attached to each outstanding share of FON Common Stock. Sprint will also
issue one-half of a Right in connection with the future issuance of each share
of all series of FON Common Stock.
The number of Rights, or fraction of a Right, attached to each share of FON
Common Stock is subject to adjustment if there is a stock dividend on the FON
Common Stock paid in shares of FON Common Stock or a subdivision or combination
of the shares of FON Common Stock.
The Rights trade with the FON Common Stock. The Rights detach from the FON
Common Stock and become exercisable only if, in a transaction not approved by
the Sprint Board, a person or entity
o becomes the beneficial owner of voting securities representing 15% or
more of the voting power of Sprint, or
o announces a tender offer that, if consummated, would result in
beneficial ownership by a person or group of voting securities
representing 15% or more of the voting power of Sprint.
If the Rights detach and become exercisable as a result of the commencement
of a tender offer, each whole Right entitles its holder to purchase one
one-thousandth of a share of Preferred Stock-Sixth Series for an exercise price
of $275 unless the Rights are redeemed by Sprint. This exercise price and the
number of shares, or fraction of a share, of Preferred Stock- Sixth Series that
can be purchased are both subject to adjustment to prevent dilution in the event
of a stock dividend on, or a subdivision, combination or reclassification of,
the Preferred Stock-Sixth Series or if Sprint distributes certain rights,
options, warrants, evidences of indebtedness or assets to the holders of the
Preferred Stock-Sixth Series.
After a person or group (referred to as an Acquiring Person) becomes the
beneficial owner of voting securities representing 15% or more of the voting
power of Sprint, unless the securities were acquired pursuant to a Qualifying
Offer, each Right entitles its holder to purchase, for the Right's exercise
price, a number of shares of FON Common Stock having a value equal to
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two times the then current exercise price of the Right. All Rights that are, or
under certain circumstances were, beneficially owned by any Acquiring Person or
certain related parties will be null and void. A "Qualifying Offer" is an offer
for outstanding shares of common stock which a majority of the directors who are
not also officers of Sprint and who are not representatives, nominees,
affiliates or associates of an Acquiring Person determine, after receiving
advice from one or more investment banking firms, to be fair to the stockholders
and otherwise in the best interests of Sprint and its stockholders.
If Sprint is involved in a merger or other business combination transaction
after the Rights become exercisable, each Right entitles its holder to purchase,
for the Right's exercise price, a number of the acquiring or surviving company's
shares of common stock having a market value equal to twice the exercise price
of the Right. Similarly, if Sprint sells or transfers 50% or more of its assets
or earning power after the Rights become exercisable, each Right entitles its
holder to purchase, for the Right's exercise price, a number of the acquiring
company's shares of common stock having a market value equal to twice the
exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and
before the acquisition by such person or group of 50% or more of the voting
power of Sprint, the Sprint Board may exchange FON Common Stock for all or any
part of the Rights, other than any Rights that have become null and void. The
exchange rate is two shares of FON Common Stock for each Right. This exchange
rate is subject to adjustment to reflect any stock split, stock dividend or
similar transaction involving the FON Common Stock.
Sprint is entitled to redeem the FON Group Rights at $.01 per Right at any
time until ten business days following a public announcement that a person or
group of persons has become the beneficial owner of voting securities
representing 15% or more of the voting power of Sprint. The terms of the Rights
expire on June 25, 2007, unless Sprint redeems the Rights before then or unless
the Sprint Board extends the Rights by amending the Rights Agreement.
Each share of Preferred Stock-Sixth Series will be entitled to a minimum
preferential quarterly dividend payment of the greater of
o $100 per share or
o 2,000 times the aggregate per share amount of all dividends, other
than a dividend payable in FON Common Stock, declared per share of FON
Common Stock.
In the event of the liquidation of Sprint, the holders of shares of
Preferred Stock-Sixth Series will be entitled to the greater of
o a minimum preferential liquidation payment of $1,000 per share, plus
accrued dividends, or
o 2,000 times the aggregate amount to be distributed per share of FON
Common Stock.
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Each share of Preferred Stock-Sixth Series will have 2,000 times the
highest number of votes of any share of the FON Common Stock, voting together
with, and on the same matters as, the Series 1 FON Common Stock. Finally, in the
event of any merger, consolidation or other transaction involving Sprint in
which shares of FON Common Stock are exchanged for or changed into other stock,
securities, cash and/or other property, each share of Preferred Stock-Sixth
Series will be entitled to receive 2,000 times the amount received per share of
FON Common Stock. The dividend, liquidation, voting and other rights of the
Preferred Stock - Sixth Series are subject to adjustment if there is a dividend
on the FON Common Stock paid in shares of FON Common Stock or a subdivision or
combination of the shares of FON Common Stock.
The Rights Agreement contains a provision requiring the Nominating and
Corporate Governance Committee of the Sprint Board to review the Rights
Agreement at least every three years in order to consider whether maintenance of
the Rights Agreement continues to be in the best interests of Sprint and its
stockholders.
Item 2. Exhibits.
1 Second Amended and Restated Rights Agreement between Sprint and UMB Bank,
n.a., as Rights Agent, dated as of March 16, 2004 and effective as of April
23, 2004, including as Exhibit A the form of Certificate of Designation,
Preferences and Rights of Preferred Stock-Sixth Series.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, 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 12, 2004
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