UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A-14
Under the Securities Exchange Act of 1934
(Amendment No. 14)
SPRINT CORPORATION
(Name of Issuer)
PCS Common Stock--Series 1, par value $1.00 per share
(Title of Class of Securities)
852061506 (PCS Common Stock--Series 1)
(CUSIP Numbers)
Deutsche Telekom AG
Kevin Copp, Head of International Legal Affairs,
Friedrich-Ebert-Allee 140, D-53113 Bonn, Germany
Phone (49-228) 181-8000
France Telecom
Philippe Walter
General Counsel International Legal Operations
6 place d'Alleray, 75505 Paris Cedex 15, France
Phone (33-1) 44-44-01-59
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 17, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* 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 on 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).
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deutsche Telekom AG
IRS Identification Number: N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY o Shares of Class A Common Stock equivalent
OWNED BY in voting power to 372,340 shares of
EACH Series 3 PCS Common Stock
REPORTING
PERSON WITH 8 SHARED VOTING POWER
PERSON WITH
0
9 SOLE DISPOSITIVE POWER
o Shares of Class A Common Stock equivalent
in voting power to 372,340 shares of
Series 3 PCS Common Stock
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Shares of Class A Common Stock equivalent in voting
power to 372,340 shares of Series 3 PCS Common
Stock.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Common Stock, estimated to represent less than one percent of
the aggregate voting power of the capital stock of the Issuer. If the
Class A Common Stock beneficially owned by DT were converted into
Series 1 PCS Common Stock, the Class A Common Stock beneficially owned
by DT would represent less than one percent of the aggregate number of
outstanding shares of all series of PCS Common Stock (or less than one
percent of the aggregate voting power of all series of PCS Common
Stock outstanding).
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
France Telecom
IRS Identification Number: N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY o 43,118,018 shares of Class A Common
OWNED BY Stock (equivalent in voting power to
EACH 21,559,009 shares of Series 3 PCS
REPORTING Common Stock)
PERSON WITH
o 34,441,023 shares of Series 3 PCS
Common Stock
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
o 43,118,018 shares of Class A Common
Stock (equivalent in voting power to
21,559,009 shares of Series 3 PCS
Common Stock)
o 34,441,023 shares of Series 3 PCS
Common Stock
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,118,018 shares of Class A Common Stock (equivalent in voting power
to 21,559,009 shares of Series 3 PCS Common Stock) and 34,441,023
shares of Series 3 PCS Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Common Stock and 100% of the Series 3 PCS Common Stock,
estimated to represent approximately 3.63% of the aggregate voting
power of the capital stock of the Issuer. If the Class A Common Stock
and the Series 3 PCS Common Stock beneficially owned by FT were
converted into Series 1 PCS Common Stock, the Class A Common Stock and
the Series 3 PCS Common Stock beneficially owned by FT would represent
approximately 5.57% of the aggregate number of outstanding shares of
all series of PCS Common Stock (or approximately 7.72% of the
aggregate voting power of all series of PCS Common Stock outstanding).
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 14 (this "Amendment") amends and supplements the
Schedule 13D filed on February 12, 1996, as amended by Amendment No. 1 to the
Schedule 13D filed on May 6, 1996, Amendment No. 2 to the Schedule 13D filed on
May 28, 1998, Amendment No. 3 to the Schedule 13D filed on December 1, 1998,
Amendment No. 4 to the Schedule 13D filed on February 12, 1999, Amendment No. 5
to the Schedule 13D filed on February 24, 1999, Amendment No. 6 to the Schedule
13D filed on April 1, 1999, Amendment No. 7 to the Schedule 13D filed on July 6,
1999, Amendment No. 8 to the Schedule 13D filed on October 8, 1999, Amendment
No. 9 to the Schedule 13D filed on January 10, 2000, Amendment No. 10 to the
Schedule 13D filed on January 25, 2000, Amendment No. 11 to the Schedule 13D
filed on February 21, 2001, Amendment No. 12 to the Schedule 13D filed on June
7, 2001 and Amendment No. 13 to the Schedule 13D filed on August 14, 2001 (as
amended and supplemented, the "Schedule 13D"), of Deutsche Telekom AG ("DT") and
France Telecom ("FT"), with respect to the PCS Common Stock - Series 1, par
value $1.00 per share (the "Series 1 PCS Common Stock"), of Sprint Corporation,
a Kansas corporation (the "Issuer"). All capitalized terms used in this
Amendment and not otherwise defined herein have the meanings ascribed to such
terms in the Schedule 13D, as previously amended and supplemented.
ITEM 4. PURPOSE OF THE ACQUISITION
--------------------------
Item 4 of the Schedule 13D is hereby amended by adding the following at
the end thereof:
Pursuant to the Underwriting Agreement dated August 7, 2001 among the
Issuer, DT and NAB, a wholly-owned subsidiary of DT, the underwriters
represented by JP Morgan, Merrill Lynch & Co. and UBS Warburg LLC (together, the
"Representatives") exercised the overallotment option in full on August 14,
2001. As a result, NAB sold to the underwriters, acting through the
Representatives, at a closing on August 17, 2001, an aggregate of 7,434,782
shares of Series 1 PCS Common Stock for resale pursuant to the Issuer's
Registration Statement on Form S-3, File No. 333-65402, and the related
prospectus dated August 7, 2001, at a public offering price of $24.50 per share,
less an underwriting discount of $0.6125 per share. As previously disclosed, FT
has not participated in the offering contemplated by the Underwriting Agreement.
The shares of Series 1 PCS Common Stock NAB sold to the underwriters at
the closing on August 17, 2001 were obtained by NAB immediately prior to the
sale by causing the Issuer to issue in the name of NAB, pursuant to Article
SIXTH, Sections 1.2(c) and 8.3(a) of the Issuer's Amended and Restated
Certificate of Incorporation, 7,434,782 shares of Series 1 PCS Common Stock in
respect of shares of the Class A Common Stock owned by NAB. Following the
issuance of Series 1 PCS Common Stock to NAB in respect of the Class A Common
stock as described above, the par value of the Class A Common Stock owned by NAB
was reduced to approximately $0.008635 per share.
As previously disclosed, neither FT nor DT (including NAB) currently
intends to remain a long-term stockholder of the Issuer and each of FT and DT
(including NAB) expects to dispose of its remaining shares of the Issuer in an
orderly manner in light of market conditions and subject to applicable legal
requirements and contractual restrictions contained in the Amended and Restated
Stockholders' Agreement, as amended, and the Offering Process Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
1. Deutsche Telekom AG
-------------------
(a-b) On August 17, 2001, DT (indirectly through NAB) was the beneficial owner
of shares of Class A Common Stock estimated to represent less than one percent
of the aggregate voting power of the outstanding capital stock of the Issuer,
calculated on the basis of 86,236,036 shares of Class A Common Stock,
887,125,136 shares of Series 1 FON Common Stock, 628,263,851 shares of Series 1
PCS Common Stock (including the 3,065,217 shares sold by the Issuer on August
17, 2001 in connection with the exercise by the Underwriters of the
overallotment option pursuant to the Underwriting Agreement dated August 7,
2001), 320,222,173 shares of Series 2 PCS Common Stock, 34,441,023 shares of
Series 3 PCS Common Stock, 246,766 shares of PCS Preferred Stock and certain
other voting preferred stock of the Issuer as being outstanding, based on the
information made available to FT and DT by the Issuer. If the Class A Common
Stock beneficially owned by DT were converted into Series 1 PCS Common Stock,
the Class A Common Stock beneficially owned by DT would have represented less
than one percent of the aggregate number of outstanding shares of all series of
PCS Common Stock (or less than one percent of the aggregate voting power of all
outstanding series of PCS Common Stock).
By virtue of their relationship, DT (indirectly through NAB) and FT may
be deemed to share dispositive power with respect to the securities of the
Issuer beneficially owned by them. DT and NAB hereby disclaim beneficial
ownership of the securities of the Issuer owned by FT and disclaim that they are
members of a group with FT.
(c) Except as disclosed in Item 4 of this Amendment to the Schedule 13D, neither
DT nor NAB, nor to the best knowledge of DT, any of the persons listed in
Schedule I to the Schedule 13D, nor either managing director of NAB, effected
any transaction in the PCS Common Stock of the Issuer during the past 60 days.
(d) No one other than NAB 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, the
shares of Class A Common Stock beneficially owned by DT and NAB.
(e) As previously disclosed, as a result of the closing of the sale of the
shares of Series 1 PCS Common Stock pursuant to the Underwriting Agreement on
August 10, 2001, DT (indirectly through NAB) ceased to be the beneficial owner
of more than 5% of all outstanding series of PCS Common Stock. See Item
5(1)(a-b) above.
2. France Telecom
--------------
(a-b) On August 17, 2001, FT was the beneficial owner of shares of Class A
Common Stock and 34,441,023 shares of Series 3 PCS Common Stock (100% of the
outstanding Series 3 PCS Common Stock), estimated to represent approximately
3.63% of the aggregate voting power of the outstanding capital stock of the
Issuer, calculated on the same basis described in numbered paragraph 1 of Item 5
above. If the Class A Common Stock and Series 3 PCS Common Stock beneficially
owned by FT were converted into Series 1 PCS Common Stock, the Class A Common
Stock and Series 3 PCS Common Stock beneficially owned by FT would have
represented approximately 5.57% of the aggregate number of outstanding shares of
all series of PCS Common Stock (or approximately 7.72% of the aggregate voting
power of all outstanding series of PCS Common Stock).
By virtue of their relationship, FT and DT (indirectly through NAB) may
be deemed to share dispositive power with respect to the securities of the
Issuer beneficially owned by them. FT hereby disclaims beneficial ownership of
the securities of the Issuer owned by DT (indirectly through NAB) and disclaims
that it is a member of a group with DT and NAB.
(c) Except as disclosed in Item 4 of this Amendment to the Schedule 13D, neither
FT, nor, to the best knowledge of FT, any of the persons listed in Schedule II
to the Schedule 13D, effected any transaction in PCS Common Stock of the Issuer
during the past 60 days.
(d) No one other than FT 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, the
shares of Class A Common Stock and Series 3 PCS Common Stock beneficially owned
by FT.
(e) Not applicable.
After reasonable inquiry and to my best knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
DATED: August 21, 2001 DEUTSCHE TELEKOM AG
By: /s/ Kevin Copp
----------------------------
Name: Kevin Copp
Title: Head of International
Legal Affairs
After reasonable inquiry and to my best knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
DATED: August 21, 2001 FRANCE TELECOM
By: /s/ Philippe Walter
----------------------------
Name: Philippe Walter
Title: General Counsel International
Legal Operations