UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 13, 2005
SPRINT CORPORATION
(Exact name of Registrant as specified in its charter)
Kansas 1-04721 48-0457967
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
6200 Sprint Parkway, Overland Park, Kansas 66251
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (800) 829-0965
(Former name or former address, if changed since last report)
P. O. Box 7997, Shawnee Mission, Kansas 66207-0997
(Mailing address of principal executive offices)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.03 Material Modification to Rights of Security Holders
In contemplation of the proposed merger of Sprint Corporation ("Sprint") and
Nextel Communications, Inc. ("Nextel"), on June 13, 2005, the board of directors
of Sprint approved an amendment (the "Amendment") to the Second Amended and
Restated Rights Agreement, dated as of March 16, 2004 (the "Rights Agreement").
The primary purposes of the Amendment are to reflect: (i) the redesignation of
Series 1 FON Common Stock and Series 2 FON Common Stock into Series 1 Common
Stock and Series 2 Common Stock, respectively, (ii) the inclusion of Non-Voting
Common Stock as an additional stock as to which the rights issued under the
Rights Agreement, as amended by the Amendment, will attach upon issuance of the
Non-Voting Common Stock to the holders of Nextel Class B Common Stock in the
merger, and (iii) the change of Sprint Corporation's name to Sprint Nextel
Corporation following the merger. The Amendment will become effective
immediately before the completion of the merger. The Amendment will not become
effective if the merger is not completed.
The foregoing description of the amendment does not purport to be complete and
is qualified in its entirety by reference to the form of amendment, which is
filed as Exhibit 4.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibits
4.1 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, (filed as Exhibit 1 to Amendment
No. 5 to Sprint Corporation's Registration Statement on Form 8-A
relating to Sprint's Rights, filed April 12, 2004 and
incorporated herein by reference)
4.2 Form of Amendment to Second Amended and Restated Rights Agreement
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
SPRINT CORPORATION
Date: June 14, 2005 By: /s/ Michael T. Hyde
Michael T. Hyde, Assistant Secretary
2
EXHIBIT INDEX
Exhibit
Number Description Page
4.1 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, (filed as Exhibit 1 to
Amendment No.5 to Sprint Corporation's Registration Statement
on Form 8-A relating to Sprint's Rights, filed April 12, 2004
and incorporated herein by reference)
4.2 Form of Amendment to Second Amended and Restated Rights Agreement