UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.________)*
EarthLink, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
270321-10-2
(CUSIP Number)
August 21, 2001
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
_____ Rule 13d-1(b)
__X__ Rule 13d-1(c)
_____ Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 270321-10-2 13G Page 1 of 5 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sprint Corporation
IRS Identification No.: 48-0457967
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ____
(b) ____
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
NUMBER OF 5 SOLE VOTING POWER
SHARES As of September 30, 2001, 28,614,771 shares of common stock
BENEFICIALLY based on Sprint's ownership as of that date of 13,252,499
OWNED BY shares of Series A Convertible Preferred Stock and 16,836,640
EACH shares of Series B Convertible Preferred Stock. (Assumes the
REPORTING conversion of these shares into shares of common stock as of
PERSON WITH such date).
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
As of September 30, 2001, 28,614,771 shares of common stock
based on Sprint's owners hip as of that date of 13,252,499
shares of Series A Convertible Preferred Stock and 16,836,640
shares of Series B Convertible Preferred Stock. (Assumes the
conversion of these shares into shares of common stock as of
such date).
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
As of September 30, 2001, 28,614,771 shares of common stock based on Sprint's
ownership as of that date of 13,252,499 shares of Series A Convertible
Preferred Stock and 16,836,640 shares of Series B Convertible Preferred
Stock. (Assumes the conversion of these shares into shares of common stock
as of such date).
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ____
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.5%(1) of the common stock outstan ding on September 30, 2001, based on
Sprint's ownership as of that date of 13,252,499 shares of Series A
Convertible Preferred Stock and 16,836,640 shares of Series B Convertible
Preferred Stock. (Assumes the conversion of these shares into shares of
common stock as of such date).
(1) Based on 144,532,868 shares of common stock outstanding as of September
30, 2001, as reported on the Issuer's Form 10-Q for the quarter ending
September 30, 2001.
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP 270321-10-2 13G Page 2 of 5 Pages
Item 1(a). Name of Issuer:
EarthLink, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1375 Peachtree Street
Atlanta, Georgia 30309
Item 2(a). Name of Person Filing:
Sprint Corporation
Item 2(b). Address of Principal Business Office or, if None, Residence:
2330 Shawnee Mission Parkway
Westwood, KS 66205
Item 2(c). Citizenship:
Sprint Corporation, incorporated under the laws of the State of Kansas
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e). CUSIP Number:
270321-10-2
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or
Rule 13d-2(b) or (c), check whether the person filing is a:
(a) ___ Broker or dealer registered under Section 15 of the Exchange Act.
(b) ___ Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) ___ Insurance company as defined in section 3(a)(19) of the Exchange
Act.
(d) ___ Investment company registered under section 8 of the Investment
Company Act.
(e) ___ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) ___ An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
CUSIP No. 270321-10-2 13G Page 3 of 5 Pages
(g) ___ A parent holding company or control person in accordance with Rule
13d-1(b)(ii)(G).
(h) ___ A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) ___ A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940;
(j) ___ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. __X__
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
As of September 30, 2001, 28,614,771 shares of common stock based on
Sprint's ownership as of that date of 13,252,499 shares of Series A
Convertible Preferred Stock and 16,836,640 shares of Series B Convertible
Preferred Stock. (Assumes the conversion of these shares into shares of
common stock as of such date).
(b) Percent of class:
16.5%(1) of the common stock outstanding on September 30, 2001, based on
Sprint's ownership as of that date of 13,252,499 shares of Series A
Convertible Preferred Stock and 16,836,640 shares of Series B Convertible
Preferred Stock. (Assumes the conversion of these shares into shares of
common stock as of such date).
(1) Based on 144,532,868 shares of common stock outstanding as of September
30, 2001, as reported on the Issuer's Form 10-Q for the quarter ending
September 30, 2001.
(c) Number of shares as to which such person has:
(i) Sole Power to Vote or to Direct the Vote:
As of September 30, 2001, 28,614,771 shares of common stock based on
Sprint's ownership as of that date of 13,252,499 shares of Series A
Convertible Preferred Stock and 16,836,640 shares of Series B Convertible
Preferred Stock. (Assumes the conversion of these shares into shares of
common stock as of such date).
(ii) Shared Power to Vote or to Direct the Vote: 0
(iii) Sole Power to Dispose or to Direct the Disposition:
As of September 30, 2001, 28,614,771 shares of common stock based on
Sprint's ownership as of that date of 13,252,499 shares of Series A
Convertible Preferred Stock and 16,836,640 shares of Series B Convertible
Preferred Stock. (Assumes the conversion of these shares into shares of
common stock as of such date).
(iv) Shared Power to Dispose or to Direct the Disposition: 0
CUSIP No. 270321-10-2 13G Page 4 of 5 Pages
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following _____.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1990 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a
parent holding company has filed this schedule pursuant to Rule 13d-1(c),
attach an exhibit stating the identification of the relevant subsidiary.
N/A
Item 8. Identification and Classification of Member of the Group.
If a group has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(J), so
indicate under Item 3(h) and attach an exhibit starting the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(d), attach an exhibit stating the identity of each
member of the group.
N/A
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item 5.
N/A
CUSIP No. 270321-10-2 13G Page 5 of 5 Pages
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
November 27, 2001
Date
/s/ Dennis C. Piper
Signature
Dennis C. Piper, Assistant Treasurer
Name/Title