UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A-15
Under the Securities Exchange Act of 1934
(Amendment No. 15)
SPRINT CORPORATION
(Name of Issuer)
PCS Common Stock--Series 1, par value $1.00 per share
(Title of Class of Securities)
852061506
(CUSIP Number)
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
Eric Bouvier,
Senior Vice-President and Head of Mergers and Acquisitions Department
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)
December 20, 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) [ ]
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 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
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) [ ]
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 o 43,118,018 shares of Class A Common Stock
BENEFICIALLY (equivalent in voting power to 21,559,009
OWNED BY shares of Series 3 PCS Common Stock)
EACH o 34,441,023 shares of Series 3 PCS Common
REPORTING Stock
PERSON WITH
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*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 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 5.56% of the aggregate number of outstanding
shares of all series of PCS Common Stock (or approximately 7.67% 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. 15 (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, Amendment No. 13 to the Schedule 13D filed on August 14, 2001 and
Amendment No. 14 to the Schedule 13D filed on August 21, 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.
Insofar as DT has ceased to beneficially own any Series 1 PCS Common
Stock of the Issuer, from and after the date hereof DT has no further filing
obligation under Section 13(d) of the Securities Exchange Act of 1934 with
respect to the equity securities of the Issuer and this Schedule 13D shall cease
to constitute a joint statement on Schedule 13D of DT and FT and instead shall
constitute a statement on Schedule 13D by FT exclusively. From and after the
date hereof, FT shall be solely responsible for filing any amendments or
modifications required to be made with respect to FT's holdings in the Issuer.
DT and FT agree that the Agreement of Joint Filing dated February 12, 1996,
filed as Exhibit 1 to the original statement on Schedule 13D filed on February
12, 1996, is hereby terminated effective immediately after the filing of this
Amendment.
ITEM 4. PURPOSE OF THE ACQUISITION
Item 4 of the Schedule 13D is hereby amended by adding the following at
the end thereof:
Notwithstanding the provision contained in the Offering Process
Agreement, the Issuer and FT have permitted NAB to dispose of the remaining
shares of PCS Common Stock beneficially owned by it, as described herein. In
connection therewith, DT, NAB and FT have agreed to terminate the Coordination
Agreement, as amended on January 26, 2000, effective upon the filing of this
Amendment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
1. Deutsche Telekom AG
(a-b) On December 20, 2001, DT and NAB ceased to be the beneficial owner of any
shares of Series 1 PCS Common Stock of the Issuer.
To the extent that DT (indirectly through NAB) and FT may have been
deemed, by virtue of their relationship, to have shared dispositive power with
respect to the securities of the Issuer beneficially owned by them, or to have
been members of a group with respect to the Series 1 PCS Common Stock of the
Issuer, such relationships have ceased. DT and NAB hereby disclaim beneficial
ownership of the securities of the Issuer owned by FT and disclaim that they
are, or have been, members of a group with FT with respect to any securities of
the Issuer.
(c) The date, number of shares and price per share for all sales of Series 1 PCS
Common Stock by NAB during the past 60 days is set forth below:
Date Number of Shares Price Per Share
---- ---------------- ---------------
12/20/01 372,340 $22.9344
The sale by NAB of shares of Series 1 PCS Common Stock listed above was
effected on the New York Stock Exchange.
The shares of Series 1 PCS Common Stock sold by NAB, described above, were
obtained by NAB prior to the sale by causing the Issuer to issue such shares,
pursuant to Issuer's Amended and Restated Certificate of Incorporation, in
respect of the Class A Common Stock of the Issuer owned by NAB.
Except as disclosed above, neither DT nor NAB, nor to the best knowledge of DT,
any of the persons listed in Schedule I to this 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) Not applicable.
(e) On December 20, 2001, DT and NAB ceased to be the beneficial owners of any
shares of Series 1 PCS Common Stock.
2. France Telecom
(a-b) On December 1, 2001, FT was the beneficial owner of 43,118,018 shares of
Class A Common Stock (equivalent to 21,559,009 shares of Series 3 PCS Common
Stock) and 34,441,023 shares of Series 3 PCS Common Stock (100% of the
outstanding Series 3 PCS Common Stock). 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 5.56% of the
aggregate number of outstanding shares of all series of PCS Common Stock (or
approximately 7.68% of the aggregate voting power of all outstanding series of
PCS Common Stock), on the basis of 641,874,282 shares of Series 1 PCS Common
Stock, 310,167,899 shares of Series 2 PCS Common Stock, and 34,441,023 shares of
Series 3 PCS Common Stock of the Issuer as being outstanding, based on
information made available to FT by the Issuer.
To the extent that FT and DT (indirectly through NAB) may have been
deemed, by virtue of their relationship, to have shared dispositive power with
respect to the securities of the Issuer beneficially owned by them, or to have
been members of a group with respect to the Series 1 PCS Common Stock of the
Issuer, such relationships have ceased. FT hereby disclaims that it is, or has
been, a member of a group with DT and NAB with respect to any securities of the
Issuer.
(c) Neither FT, nor, to the best knowledge of FT, any of the persons listed in
Schedule II hereto, 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: December 20, 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: December 20, 2001 FRANCE TELECOM
By: /s/ Eric Bouvier
-----------------------------------
Name: Eric Bouvier
Title: Senior Vice-President and
Head of Mergers and Acquisitions
Department