As filed with the Securities and Exchange Commission on August 8, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SPRINT CORPORATION
Kansas 48-0457967
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
SPRINT CAPITAL CORPORATION
(Exact names of registrants as specified in their charters)
Delaware 48-1132866
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) 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)
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Thomas A. Gerke
Vice President, Corporate Secretary
and Associate General Counsel
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)
Copies requested to:
Bruce N. Hawthorne
Mary A. Bernard
King & Spalding
1185 Avenue of the Americas
New York, New York 10036
(212) 556-2100
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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. [_]
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.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-65402
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
(Calculation table appears on following page)
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This Registration Statement shall become effective upon filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933.
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CALCULATION OF REGISTRATION FEE(1)
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Title of Each Class of Securities to be Amount to be Proposed Maximum Amount of
Registered and Sold by the Registrants Registered Aggregate Offering Price Registration Fee
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Debt Securities, Guarantees, PCS Common Stock,
Series 1 (including the associated preferred stock
purchase rights)(2), Stock Purchase Contracts and
Equity Units(3)................................... $25,750,000 $25,750,000(4) $6,437.50
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(1)Pursuant to Rule 457(o) under the Securities Act of 1933, the registration
fee is calculated on the maximum offering price of all securities listed.
(2)Each share of PCS common stock, series 1 also includes one-half of a
preferred stock purchase right. No separate consideration is payable for the
preferred stock purchase rights. Accordingly, no additional registration fee
is required.
(3)The securities registered hereunder will be sold together as units.
(4)No separate consideration will be received for the guarantees issued
hereunder. Accordingly, no additional registration fee is required.
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registrants'
Registration Statement on Form S-3 (Registration No. 333-65402), as amended,
which was declared effective on July 26, 2001, are incorporated herein by
reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
All exhibits filed with the Registrants' Registration Statement on Form S-3
(Registration No. 333-65402), as amended, shall be deemed a part of this
Registration Statement, except that the following additional exhibits are filed
herewith:
Exhibit
No. Description
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5.1 -- Opinion of Thomas A. Gerke.
5.2 -- Opinion of King & Spalding.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Deloitte & Touche LLP.
23.3 -- Consent of Thomas A. Gerke (included as part of Exhibit 5.1).
23.4 -- Consent of King & Spalding (included as part of Exhibit 5.2).
24.1 -- Power of Attorney of the officers and directors of the Registrants signing this Registration Statement
(included on pages II-5 through II-7 of the Registrants' Registration Statement on Form S-3
(Registration No. 333-65402), and incorporated herein by reference).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Fom S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Westwood, State of Kansas, on the 7th day of
August, 2001.
SPRINT CORPORATION
By: /s/ A.B. KRAUSE
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Name: A.B. Krause
Title: Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
* Chairman of the Board and August 7, 2001
----------------------- Chief Executive Officer
W.T. Esrey (Principal Executive Officer)
* Executive Vice President-- August 7, 2001
----------------------- Chief Financial Officer
A.B. Krause (Principal Financial Officer)
* Senior Vice President and Controller August 7, 2001
----------------------- (Principal Accounting Officer)
J.P. Meyer
* Director August 7, 2001
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DuBose Ausley
* Director August 7, 2001
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Warren L. Batts
* Director August 7, 2001
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Irvine O. Hockaday, Jr.
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* Director August 7, 2001
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Ronald T. LeMay
* Director August 7, 2001
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Linda Koch Lorimer
* Director August 7, 2001
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Charles E. Rice
* Director August 7, 2001
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Louis W. Smith
* Director August 7, 2001
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Stewart Turley
*By: /S/ A. B. KRAUSE
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A.B. Krause
for himself and as Attorney-in-Fact
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Westwood, State of Kansas on the 7th day of
August, 2001.
SPRINT CAPITAL CORPORATION
/S/ A. B. KRAUSE
By: _________________________________
A.B. Krause, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
---- ----- ----
* President and Chief Executive August 7, 2001
----------------------------------- Officer and Director
A.B. Krause (Principal Executive Officer)
* Senior Vice President and Chief August 7, 2001
----------------------------------- Financial Officer and Director
G.M. Betts (Principal Financial Officer)
* Senior Vice President and August 7, 2001
----------------------------------- Controller (Principal
J.P. Meyer Accounting Officer)
* Director August 7, 2001
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T.A. Gerke
*By:
/s/ A.B. KRAUSE
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A.B. Krause,
for himself and as Attorney-in-Fact
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