Mail Stop 0407
April 18, 2005
Claudia S. Toussaint, Esq.
Vice President, Corporate Governance
and Ethics, and Corporate Secretary
Sprint Corporation
P.O. Box 7997
Shawnee Mission, Kansas 66207-0997
RE: Sprint Corporation
Registration Statement on Form S-4
Filed March 15, 2005
File No. 333-123333
Dear Ms. Toussaint:
We have reviewed your Form S-4 for disclosures related to
the
terms of the merger transaction and related matters and have the
following comments. Where indicated, we think you should revise
your
document in response to these comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Cover Page/Joint Letter to Shareholders
1. Please delete the final three sentences of the first paragraph,
as
they do not appear to constitute information required by Item 501
of
Regulation S-K or, without sufficient additional contextual
information, information that is key in making investment
decisions.
2. Please note that the $2.8 billion cash limit and additional
issuances of stock by either company before the merger, among
other
things, could lead to adjustments that reduce the expected 1.3
share
value in merger consideration.
3. Please disclose the total number of Sprint shares that you
currently expect to issue under the proposed merger, as required
by
Item 501(b)(2) of Regulation S-K. In addition, disclose the
percentage of outstanding Sprint common shares that the Nextel
shareholders are expected to hold after the merger is completed.
4. Since the initial merger consideration is subject to
adjustment,
and the merger will not be completed until some time after the
stockholders` meetings, the number of shares of Sprint Nextel
stock
and cash consideration to be issued per share of Nextel stock will
not be known at the time of the meetings. Accordingly,
prominently
disclose on the cover page that:
* Sprint and Nextel stockholders will not know at the time of
their
respective votes the number of shares and amount of cash that the
Nextel stockholders will receive in the merger; and
* the value of the merger consideration Nextel shareholders will
receive may be less than the current market value of 1.3 shares of
Sprint stock.
Questions and Answers About the Merger, page 1
5. Please consider adding a question and answer about Nextel
shareholders` rights of appraisal so that the information is
included
with the description of voting procedures rather than in the
summary.
Briefly explain what appraisal rights are.
Summary, page 3
6. Please place the information in the second italicized paragraph
on
page 3 in its own subsection. In addition, please revise this
information so that it is clear what the current capital stock of
Sprint is and what the capital stock will be after the merger. In
this regard, your varying references to Sprint`s capital stock can
be
confusing. For example, on the cover page/letter to shareholders,
you refer to the following types of capital stock:
* shares of Sprint stock;
* Sprint Nextel common stock;
* Sprint Nextel non-voting common stock;
* Sprint Nextel preferred stock;
* Sprint`s FON common stock, series 1; and
* Sprint series 1 common stock, non-voting common stock and ninth
series preferred stock.
The Companies, page 3
7. In your brief discussion of Sprint`s and Nextel`s businesses,
please note their current financial condition, including revenues
for
Nextel and net income or losses for both companies for fiscal
2004.
Consideration to be Received in the Merger..., page 4
8. As currently written, it is very difficult to understand what
the
merger consideration is intended to be, under what circumstances
it
can be adjusted, the potential magnitude of any adjustments and
when
the merger consideration will be determined in relation to the
shareholder vote. Please revise to include a table showing what
you
expect the per-share merger consideration would be if all
contemplated events occur (from the spin-off to a reasonable
assumption of Sprint and Nextel issuances of stock after the
stockholders` meetings), what happens if there is no spin-off, and
what happens if there are other adjustments. Also illustrate how
the
value of the consideration to be received by holders of Nextel
Class
A common stock will fluctuate with the price of Sprint`s FON
common
stock. Revise to present as a bulleted list the reasons why the
merger consideration is not determinable now or at the time of the
stockholders` meetings and the variables in determining the merger
consideration. Consider briefly explaining the tax reasons
behind
the adjustments any caps on the type or amount of merger
consideration. If you believe that the information can be clearly
and concisely presented in another manner, please revise
accordingly.
9. Briefly indicate how outstanding Sprint and Nextel stock
options
and stock-based awards will be treated in the merger.
Directors and Executive Management Following the Merger, page
5
10. We encourage you to delete the list of other executive
officers
from the summary and rely on the cross-reference you have
provided.
Opinions of Financial Advisors, page 6
11. Disclose the total fee that each of the fairness advisors will
receive and specifically note the amount and percentage of the
respective fees that will be paid only if the merger is
successfully
consummated. Please consider adding a risk factor to address the
contingent nature of the fee structure.
Interests of Directors and Executive Officers in the Merger,
page 7
12. Please provide an aggregate dollar amount of the benefits
Sprint
and Nextel executive officers and directors are expected to
receive
as a result of their interests in the merger, such as the values
of
the equity-based awards that will be accelerated and the retention
payments and arrangements. Also include the increases in salary
and
bonus or incentive opportunities that executive officers will have
upon completion of the merger.
Provide expanded disclosure under "-Interests of Sprint and Nextel
Directors and Executive Officers in the Merger" on page 55 by
presenting quantified information on both an aggregate and
individual
basis.
Material U.S. Federal Income Tax Consequences, page 7
13. Please disclose that you have received opinions from counsel
on
the material tax consequences of the merger. Identify counsel and
briefly summarize their opinion. In addition, when referring to
the
opinions that are a condition to closing, clarify throughout your
disclosure that those opinions are second or confirming opinions
of
the opinions that you have already received.
Conditions to Completion of the Merger, page 8
14. Disclose here, and on pages 75 and 76 under "Conditions to
Completion of the Merger," the material conditions to the merger
that
are waiveable. In addition, disclose here whether it is the
Nextel
board`s intent to resolicit stockholder approval of the merger if
either party waives material conditions. We generally believe
that
resolicitation is required when companies waive material
conditions
to a merger, especially the receipt of an opinion that a merger is
not taxable to stockholders.
Termination of the Merger, page 9
15. Please describe the circumstances under which the $1 billion
termination fee would be payable to either Sprint or Nextel.
Briefly
discuss the financial impact that the payment of the $1 billion
termination fee would have on each company. We may have further
comment.
General
16. Briefly list what material events must occur following the
merger. For example, we note your disclosure on page 26 that
Sprint
Nextel would have to offer to repurchase specified Nextel
outstanding
debt and would be subject to the holders of a majority of Nextel
Partners` class A common stock voting to require Sprint Nextel to
repurchase all of the outstanding Nextel Partners class A common
stock not held by Nextel.
Risk Factors, page 22
General
17. We note your reference to risks described in documents that
Sprint and Nextel file with the SEC and incorporate by reference
into
the joint proxy statement/prospectus. If you intend to
incorporate
risk factors by reference, then please follow these guidelines:
? You must identify the particular document and section of the
document that contains the risk factor disclosure that you are
incorporating by reference;
? Your risk factor disclosure must comply with our Rule 421 of
Regulation C. See Question 3 of Updated Staff Legal Bulletin No.
7
(July 7, 1999); and
? Your risk factor disclosure must be current.
In the alternative, you may physically include the risk factor
disclosure in your document.
18. Tell us what consideration you have given to including a risk
factor that describes the impact of the greater indebtedness of
the
combined company, assuming a significant portion of Nextel`s
outstanding indebtedness is not repurchased or extinguished
immediately after the merger.
19. Tell us what consideration you have given to including a risk
factor that describes possible conflicts of interest due to
management and director interests in the merger.
The businesses of Sprint, Nextel and Sprint Nextel could be
adversely..., page 23
20. Please revise the general risk factor caption to more
particularly describe the risk posed.
Failure to complete the merger could negatively impact..., page 24
21. Please provide enough detail to put the risk in context. For
example, summarize the circumstances that lead to the $1 billion
termination fee and quantify the known costs that are payable
whether
or not the merger is completed. Also, in the caption, revise to
explain how the information in the body of the risk factor "could
negatively impact the stock prices and the future business and
financial results of Sprint and Nextel."
The merger is subject to the receipt of consents and approvals...,
page 24
22. To aid investors in assessing the likelihood of the risk,
disclose here that you have filed applications and related
materials
with the Federal Trade Commission and the Department of Justice
and
indicate whether waiting periods have expired or have been
terminated. Also indicate that you have not received Federal
Communications Commission and state commission approvals and do
not
expect to receive them before the stockholders meetings, as you
state
on page 8.
The completion of the contemplated spin-off..., page 24
23. Please clarify what the risk is to the combined company and
its
shareholders of Sprint Nextel being unable to spin-off its local
telecommunications business. To assist investors in assessing the
magnitude of the risk, please briefly discuss the financial
condition
of Sprint`s local telecommunications business for fiscal 2004,
such
as its revenues and net losses or income. We note the disclosure
on
page 5 and in note 18 to the financial statements of Sprint`s 2004
10-K.
Sprint is subject to exclusivity provisions and other
restrictions..., page 27
24. In order to evaluate the magnitude of the risk concerning the
three Sprint PCS affiliate arrangements that do not have an
expressly
defined network, please indicate any minimum penalty amounts set
forth in the agreements for the possible breaches.
The Merger, page 30
Background of the Merger, page 30
25. We note that the Sprint and Nextel have regularly considered
opportunities for business combinations. Please disclose whether,
from June 2003 through the time of the current merger discussions,
Sprint or Nextel identified or engaged in discussions with other
candidates regarding a potential business combination. For
example,
we note the following opportunities each board had to engage in
discussions with other parties:
* after discussions between the two parties were terminated in
August
2003;
* when Sprint indicated it wasn`t interested in pursuing
discussions
with Nextel on February 8, 2004;
* when Nextel deferred discussions with Sprint in late June 2004;
and
* when discussions between Sprint and Nextel were suspended on
August
26, 2004.
If other opportunities weren`t pursued, please indicate why, and
explain why each board decided to pursue a business combination
with
each other rather than other third parties. We may have further
comment.
26. Please discuss in more detail the disagreements that lead to
the
suspension of discussions on August 26, 2004. For example, what
were
the differences over the economic terms of the transaction?
27. Since the inability to agree on economic, governance and other
terms were the reasons for suspending discussions in August 2004,
explain when and how these issues were resolved. In this regard,
please discuss in more detail the nature of the November 2004
discussions concerning the "financial terms of the potential
business
combination and key governance issues," as well as the "key
transaction points" negotiated on December 3, 2004.
28. Please discuss further the negotiation of key aspects of the
proposed deal, including:
* the exchange ratio and type of merger consideration;
* structuring the transaction as a "merger of equals," including
the
final percentage of outstanding Sprint common shares that the
Nextel
shareholders would own post-merger;
* the potential spin-off of Sprint`s local telecommunication
business
and the impact of that spin-off on the merger consideration due to
tax concerns; and
* the deal protection provisions, including the $1 billion
termination fee.
29. Disclose the closing sale prices and implied exchange ratios
of
each company`s stock on December 14, 2004, the evening of which
the
Sprint and Nextel boards approved the merger agreement.
Strategic and Financial Rationale, page 33
30. Please balance your disclosure by addressing here material
potential disadvantages of the merger and, if necessary,
reconciling
the stated advantages, such as technology opportunities or
increased
size and scale, with the disadvantages, such as the difficulties
with
integrating dissimilar wireless networks or possible network
definition issues with Sprint PCS Affiliates that you describe in
your risk factors. As another example, if necessary, reconcile
the
disclosure concerning increased financial flexibility with the
possible significant Nextel debt repurchase following the merger
and
other integration and spin-off costs.
Sprint Board of Directors` Recommendation, page 36
31. Please revise your disclosure under your reasons for the
merger
to more fully convey to stockholders your reasons for merging at
this
time, with Nextel in particular, and on the agreed terms.
Describe
in specific terms what it was about each factor that supports or
does
not support the board`s decision.
* For example, you disclose that your board considered
"comparisons
of historical financial measures for Sprint and Nextel...."; how
did
this impact the board`s determination to merge with Nextel in
particular at this time?
* Also, specifically address how the fourth bullet point on page
36
was considered in merger deliberations, since it appears that
Sprint
could spin-off this business without the merger, and it is
suggested
in this filing that the merger could occur without the spin-off.
Another consideration is that the financial advisors were not
asked
to, and did not, address the contemplated spin-off in their
opinions
about the fairness of the merger consideration. Also, indicate
how
it was considered that a "merger of equals" could complicate a
near-
term tax-free spin-off.
* As another example, specifically address how the Sprint board
determined "the size of the termination fee is reasonable in light
of
the size and benefits of the merger" when it appears that the
termination fee could have a prohibitive effect on potential other
merger or partnership offers, since, as you suggest on page 28 and
elsewhere in the filing, your industry has been experiencing
mergers
and consolidations.
* In addition, indicate what consideration the Sprint board gave
to
the merger term that would lead to Sprint stockholders` not
receiving
dividends anymore; how important of a consideration was it that
the
spun-off entity pay dividends and at a particular amount?
These are only a few examples of items to consider. Please revise
each factor accordingly.
Nextel Board of Directors` Recommendation, page 37
32. Please revise your disclosure consistent with the comment on
the
disclosure of the Sprint board of director`s recommendation,
above.
For example, explain how the historical and prospective
information
regarding each company`s business supports the Nextel board`s
decision to recommend the merger. As another example,
specifically
explain how the exchange ratio, termination fee, etc., support the
Nextel board`s recommendation.
Opinions of Financial Advisors to the Sprint Board of Directors,
page
39
Opinions of Financial Advisors to the Nextel Board of
Directors,
page 47
33. Please provide us with any analyses, reports, presentations,
or
similar materials, including projections and forecasts, provided
to
or prepared by Sprint`s or Nextel`s financial advisors in
connection
with rendering the fairness opinions. We may have further comment
upon receipt of these materials.
34. Please note that disclosure of financial forecasts prepared by
management is generally required if the forecasts were provided to
a
third-party financial advisor, including a merging party`s
advisor.
Accordingly, please disclose all material projections that were
exchanged among Sprint, Nextel and their respective financial
advisors, or advise us why they are not material. For example,
please disclose the "certain financial forecasts and other
information and data relating to Sprint and Nextel which were
provided to or otherwise reviewed by or discussed with Citigroup
by
the respective managements of Sprint and Nextel..." Also disclose
the potential pro forma impact of the merger, including cost
savings,
operating synergies and non-cash purchase accounting adjustments.
You may explain the limited purpose of the prepared forecasts and
provide other information so that shareholders better understand
the
forecasts` scope and purpose. Also consider the applicability of
Regulation G to the extent you include any non-GAAP information in
connection with the disclosure of these projections.
35. Please disclose the dates that the fairness advisors were
engaged
to provide their advisory services. Also provide us with copies
of
the engagement letters.
36. To aid the average investor in understanding the financial
analyses summaries, revise each of them to explain in concise and
understandable language what the financial advisor did and how the
analysis and conclusion are relevant to stockholders and,
specifically, to the consideration that they are receiving in the
merger. Describe the purpose of each analysis. For example,
explain
why the merger-of-equals historical comparison, the sum-of-the-
parts
analysis, and particular measures or methodologies were chosen for
each analysis. In your description, also include, among other
things, why any aspects of either company were excluded from an
analysis, such as the exclusion of the Nextel broadband outlay
plan
and Sprint wireless data plan financial forecasts from aspects of
the
discounted cash flow analysis on pages 49-50. In this regard, for
each analysis, explain the conclusions stockholders should draw
from
the reported results. Reduce the amount of financial jargon and
avoid unnecessary financial terms that make the disclosure very
difficult to understand. Among your revisions, explain what the
advisors mean by "implied value" on page 46 and how they derived
the
"implied exchange ratio" and "implied ownership percentage of
Sprint
stockholders," as it is not obvious from the disclosure.
Particularly explain what the Nextel financial advisors mean by
the
terms "terminal value indications," "unlevered projected free cash
flows," "theoretical analyses of the weighted average cost of
capital," and "indicative values" and how these terms relate to
each
other in the discounted cash flow analysis beginning on page 49.
We
may have further comments once we have reviewed the revised
disclosure.
37. Discounted Cash Flow Analysis, page 46. Please disclose the
illustrative implied values per share.
38. Mergers of Equals Historical Comparison, page 46. Please
explain
why the Sprint financial advisors didn`t consider any of the
selected
transactions to be comparable.
39. Selected Companies Analysis, page 47. Indicate why the Sprint
advisors decided that "certain other publicly traded companies"
that
were analyzed for comparison purposes were relevant. Then explain
why the advisors decided that the companies were not comparable to
Sprint, which led to their decision not to use the selected
companies
analysis.
40. Pro Forma Analysis, page 47. Please explain what "certain
cost
savings and operating synergies" and "certain non-cash purchase
accounting adjustments" were included and not included in this
analysis. Also give an indication how accretive or dilutive the
transaction would be to Sprint`s shareholders in the years
discussed.
Provide corresponding disclosure about the pro forma merger
analysis
conducted by Nextel`s advisors on page 53.
41. Selected Companies Analysis (including Nextel broadband), page
51. Please explain the results of this analysis and how the
results
were used to analyze the fairness of the consideration to be
received
by Nextel shareholders in the merger.
42. Selected Transaction Analysis, page 52. Please explain how
the
Nextel advisors considered the information obtained from this
analysis in evaluating the fairness of the consideration to be
received by Nextel shareholders. For example, how do the premiums
from the selected transactions compare to the premiums of the
current
merger?
43. Contribution Analysis, page 53. Please explain how the
advisors
considered the information obtained from this analysis in
evaluating
the fairness of the consideration to be received by Nextel
shareholders. For example, how do the relative contributions
compare
to the percentage of outstanding shares that each company`s
shareholders will receive in the merger?
44. Disclose the compensation that the advisors received for the
services they provided for each company during the past two years
pursuant to Item 1015(b)(4) of Regulation M-A.
Material United States Federal Income Tax Consequences, page 64
45. Clearly state that each company has received a tax opinion
from
its identified counsel. Please remove from your discussion of the
current tax opinion your references to the confirming opinions
that
are a condition to closing and to representations from each
company
that must remain true at the time these additional, confirming
opinions are rendered.
46. It is unclear whether the tax discussion section is counsel`s
opinion. If it is, and you intend to file short-form opinions as
exhibits to the registration statement, please take into
consideration the following guidelines on the filing of short-form
tax opinions:
* Counsel must present its full opinion in this section of the
document.
* In the tax discussion section of the prospectus, you must
identify
counsel who has rendered the opinion and clearly state that the
discussion is the named counsel`s opinion. Delete all references
to
the discussion being a general discussion or of general
applicability.
* Clearly identify upon what counsel is opining. In this regard,
counsel must opine on each material tax consequence, not just that
the merger will qualify as a reorganization under Section 368(a)
of
the Internal Revenue Code.
* Counsel must file short-form opinions as exhibits to the
registration statement. In the short-form opinion filed as an
exhibit, counsel must state that its opinion is set forth in the
tax
discussion section and that counsel confirms its opinion as set
forth
in that section of the document. Counsel also must consent to
being
named in the tax discussion section and the legal matters section.
Furthermore, if the opinion states that counsel has no obligation
to
update its opinion, then clarify that the opinion speaks through
the
date of effectiveness of the registration statement. Counsel can
do
this through disclosure or by filing another opinion dated the
date
of effectiveness.
The Merger Agreement, page 67
Termination, page 78
Termination Fees, page 79
47. So that investors can clearly understand the consequence of
each
termination event, please revise so that the events requiring the
payment of the $1 billion termination fee are explained separately
from those that will not require payment of the termination fee.
Contemplated Spin-Off of Local Telecommunications Business, page
82
48. Tell us in your response letter whether Sprint`s decision to
proceed with the spin-off will be made prior to the completion of
the
merger and whether Sprint and Nextel have filed the private letter
ruling request described on page 82.
Sprint Annual Meeting, page 89
Solicitation of Proxies, page 93
49. We note your statement that proxies may be solicited by mail,
telephone, fax, personal interviews or other methods of
communication. Please note that all written soliciting materials,
including any scripts used in soliciting proxies over the
telephone,
e-mail correspondence and information posted on the Internet, must
be
filed under the cover of Schedule 14A. See Rule 14a-6(b) and (c).
Please confirm your understanding in the response letter.
Security Ownership of Directors and Executive Officers, page 95
50. Please note that Item 403 of Regulation S-K requires
beneficial
ownership information as of the most recent practicable date.
Please
update the beneficial ownership tables for both Sprint and Nextel
as
of the most recent practicable date.
Proposal 1. Amendment to Sprint`s Articles of Incorporation...,
page
97
51. Your disclosure indicates that, by approving the increase in
the
number of authorized Sprint series 1 common stock, Sprint
stockholders also are voting to decrease the par value of that
stock,
which decrease has particular significance under Kansas law.
Please
tell us what consideration you have given to unbundling these
proposals to provide Sprint stockholders an opportunity to vote on
them separately. For further guidance, see the September 2004
supplement to the Division of Corporation Finance`s Manual of
Publicly Available Telephone Interpretations
52. Please clarify whether the amendments to Sprint`s articles of
incorporation will be implemented whether or not the merger is
completed. Also disclose whether the proposal is conditioned on
the
approval of other proposals.
Proposal 2. Adoption of Sprint Nextel Amended and Restated
Articles
of Incorporation, page 98
53. Please clearly disclose what amendments to Sprint`s articles
of
incorporation are being proposed. In addition, please tell us
what
consideration you have given to unbundling these proposals to
provide
Sprint stockholders an opportunity to vote on them separately. In
this regard, we note that you are proposing, among other things, a
name change, the creation of two classes of stock, and adding a
provision stating that shareholder approval is not required to
acquire non-voting common stock from holder.
54. Please explain what "[m]inor clarifying changes will also be
made
in Sprint`s articles of incorporation."
55. Clearly disclose whether the amendments to Sprint`s articles
of
incorporation will be implemented whether or not the merger is
completed. For example, will you delete references to the PCS
common
stock whether or not the merger is completed? Also disclose
whether
the amendments are conditioned on the approval of other proposals.
56. Please explain why Sprint is adding a provision permitting the
acquisition by Sprint of non-voting common stock from a holder
without shareholder approval.
Proposal 5. Adoption of the Amended and Restated Equity Incentive
Plan, page 161
57. Clearly disclose whether any of the amendments to your equity
incentive plan would be beneficial to your officers and directors
in
connection with the merger. For example, are you increasing the
number of shares available for issuance because you anticipate
making
awards in connection with the merger? Are the change in control
provisions being added or amended? If so, how are the provisions
different from before? Are the change in control provisions
retroactive for previous grants under your equity incentive plan?
Highlight in the beginning of the proposal any new provisions or
amendments of the plan that will be beneficial in connection with
the
merger. Also describe any material benefits that would result
from
the approval of this proposal in the proxy statement/prospectus
summary and the section describing interests of certain persons in
the transactions.
Annexes to the Merger Agreement and Registration Statement
Exhibits
58. Pursuant to Item 601(b)(2) of Regulation S-K, please file a
list
briefly identifying the contents of all omitted schedules or
similar
supplements to the agreement and plan of merger. In addition,
please
file an agreement to furnish to us a copy of any omitted schedule
upon request. The agreement to furnish us with copies of omitted
schedules may be included in the exhibit index to the registration
statement.
59. In the consents filed as exhibits 99.3 through 99.7, each
advisor
makes similar statements that its consent is being delivered or
included with the filing of the "above referenced version of the
Registration Statement." The "above referenced version" is the
"Initially Filed Registration Statement on Form S-4 of Sprint
Corporation." Please note that, due to the limitations placed on
each consent, you will have to file new consents with each
amendment
to the registration statement.
60. With your next amendment, please file as exhibits or provide
us
with draft copies of the form of proxy card, the voting
agreements,
and the tax opinions. Also include the form of Sprint Nextel
amended
and restated articles of incorporation as an annex to the merger
agreement, or provide us with a draft copy of the articles. We
will
need adequate time to review and comment upon them.
61. Tell us what consideration you have given to filing as a
material
contract to the registration statement Nextel`s agreement with
Motorola not to dispose of Nextel`s class B common stock in a
transaction that would result in conversion of the Nextel class B
common stock into class A common stock. It appears Sprint has a
beneficial interest in the agreement. See Item 601(b)(10)(i) of
Regulation S-K.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Cheryl Grant, Staff Attorney, at (202) 942-
1916,
or Kathleen Krebs, Special Counsel, at (202) 942-1990, with any
questions.
Sincerely,
Larry Spirgel
Assistant Director
cc: via facsimile (212-556-2222)
E. William Bates, II, Esq.
King & Spalding LLP
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Ms. Toussaint
Sprint Corporation
April 18, 2005
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