May 13, 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
Amendment No. 1 to Form S-4
Filed April 29, 2005
File No. 333-123333
Dear Ms. Toussaint:
We have reviewed your amended 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. 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.
Summary, page 3
General
1. Please delete the second italicized paragraph. Once you make
your
disclosure clear from the context, you will not need to define
terms
such as "Sprint," "Nextel" and "Sprint Nextel."
Capital Stock, page 4
2. We note the revisions you made in response to prior comment 6.
Since the capital stock of Sprint and its redesignation in
connection
with the merger may be the most confusing for shareholders to
understand, we suggest that you retain just the
first paragraph of this subsection. In addition, we suggest that
you
also briefly disclose any new capital stock of Sprint Nextel that
Sprint shareholders are being asked to approve in connection with
the
merger.
Consideration to be Received in the Merger..., page 5
3. We note your revisions to describe the merger consideration and
adjustments. We encourage you to shorten and simplify the
explanations of the adjustments to the merger consideration so
that
shareholders can more readily understand what the merger
consideration is intended to be, how likely it will be to change,
and
to what extent it may change between the time they vote and the
time
the amount is finally determined.
Opinions of Financial Advisors, page 9
4. Please disclose the aggregate amount of the transaction
termination fees the financial advisors would receive if the
transaction is not completed. Also revise the risk factor
beginning
"The merger agreement limits Sprint`s and Nextel`s ability to
pursue"
on page 28 to include this aggregate amount.
Material Events Following Completion of the Merger, page 13
5. We note your revisions to include discussion of material events
that may occur as a result of the merger`s completion. Please
disclose the aggregate principal amount of the Nextel redeemable
notes, but otherwise shorten the first and second bullet points,
relying more on the cross-reference to the risk factors for a more
extended discussion.
Termination of the Merger, page 14
6. With a view to disclosure, tell us in your response letter the
basis for your assertion that the $1 billion termination fee and
the
circumstances requiring its payment "are generally typical for a
transaction of the magnitude of the merger and would not unduly
prohibit an alternative transaction proposal." For example, have
there been any termination fees approaching $1 billion in
transactions between companies in your industry? If not, please
clarify this fact in your disclosure, including in the disclosure
of
each board`s consideration of the termination fee. In addition,
disclose throughout whether you believe the payment of the $1
billion
termination fee would adversely affect the financial condition of
the
paying party and to what extent.
Comparison of Stockholder Rights, page 14
7. Please emphasize here that you are seeking Sprint stockholders`
approval of the Sprint Nextel amended and restated articles of
incorporation and bylaws and that the approval of the Sprint
Nextel
articles and bylaws, by themselves, by Nextel stockholders will
not
be required. Also, please indicate here whether the Sprint Nextel
articles and bylaws include material changes to the current Sprint
articles and bylaws.
Risk Factors, page 27
The merger agreement limits Sprint`s and Nextel`s ability to
pursue..., page 29
8. Please disclose the amount of the termination fee in the risk
factor caption.
Sprint is subject to exclusivity provisions and other
restrictions...," page 32
9. We note your revisions that describe the possible remedies an
affected affiliate may pursue in the case of a material breach.
So
that shareholders can assess the magnitude of the risk, please
further revise to indicate the aggregate appraised fair market
value
of the affiliates` wireless businesses in possible affected
territories, based on an appropriate source, which could be the
affiliates` own Exchange Act filings.
The Merger, page 36
Background of the Merger, page 30
10. We note your response to our prior comment 25 that you have
not
included any specific discussion concerning the deferral of
discussions in late June 2004. Please confirm to us in your
response
letter that neither company pursued potential business
combinations
with other parties after the deferral.
Material U.S. Federal Income Tax Consequences, page 78
11. Please clarify your disclosure in the fourth paragraph of this
section that counsel has relied upon factual representations and
covenants.
The Merger Agreement, page 81
12. We note your statement that "the merger agreement has been
included...for your convenience." Please provide an analysis,
addressing Item 601(b)(2) of Regulation S-K and relevant Delaware
and
Kansas business corporation law, supporting your determination
that
you are not obligated to supply a copy of the merger agreement to
the
stockholders.
13. We note your statement that "[factual, business or
operational]
information can be found elsewhere in this joint proxy
statement/prospectus and in the other public filings each of
Sprint
and Nextel makes with the SEC." Please revise to remove any
potential implication that the referenced merger agreement does
not
constitute public disclosure under the federal securities laws.
14. We note your statements in the first bolded paragraph
regarding
the merger agreement that you "do not intend for its text to be a
source of factual, business or operational information about
either
Sprint or Nextel" and in the first bullet point that stockholders
as
such "may not rely upon [the agreement`s] terms and conditions."
These statements appear to limit investors` reliance on the
descriptions of the representations and warranties that are part
of
the merger agreement. Investors are entitled to rely upon
disclosures in your publicly-filed documents, including
disclosures
regarding representations and warranties and other terms contained
in
the merger agreement. As a result, we view the suggested
limitations
as inappropriate since the disclosures regarding the merger
agreement
are being provided to stockholders in a public disclosure document
under the federal securities laws. Please revise your disclosure
to
eliminate the language indicating that stockholders may not rely
upon
the terms and conditions of the merger agreement or upon the
disclosure in the merger agreement.
15. We refer to your disclosure in the second and third bullet
points
and the disclosure in the paragraph on page 81 following the
bullet
points. Please be advised that, notwithstanding the inclusion of
a
general disclaimer, you are responsible for considering whether
additional specific disclosures of material information regarding
material contractual provisions are required to make the
statements
included in the proxy statement/prospectus not misleading. For
example, we note your reference in the second bullet point to
confidential disclosure letters that you state qualify a
stockholder`s ability to rely upon disclosure in the merger
agreement
and your statement in the last paragraph that "information
concerning
the subject matter of the representations and warranties may have
changed since the date of the merger agreement." Include
disclosure
acknowledging that, if specific material facts exist that
contradict
the representations or warranties in the merger agreement, you
have
provided corrective disclosure.
Sprint Annual Meeting, page 104
General
16. Tell us in your response letter why you have deleted three of
the
stockholder proposals that you included in the initial
registration
statement.
Proposal 2. Adoption of Sprint Nextel Amended and Restated
Articles
of Incorporation, page 112
17. Please include here the list of "minor clarifying changes"
that
is your response to our prior comment 54.
18. Please disclose your response to our prior comment 56 as to
why
Sprint is adding a provision permitting the acquisition by Sprint
Nextel of non-voting common stock from a holder without
stockholder
approval.
19. We note your responses to prior comments 53 and 56 regarding
why
you have chosen to bundle in proposal 2 the various amendments to
the
Sprint Nextel articles of incorporation, including an amendment
permitting the acquisition by Sprint of non-voting common stock
from
a holder without stockholder approval. Please tell us whether
Sprint
solicited stockholder approval in the past for similar exceptions
to
the greenmail provision and whether those amendments to the
articles
of incorporation were bundled with other proposals.
20. You mention in your response to prior comment 56 that you
propose
to add the preferred stock to the exception from the greenmail
provision of Sprint Nextel`s articles of incorporation. However,
we
cannot find this proposal in the proxy statement/prospectus.
Please
tell us in your response letter whether Sprint`s proposal 2
currently
includes this proposed amendment to the Sprint Nextel articles of
incorporation, or whether this is something that you propose to
add
in the next amendment to the registration statement.
Registration Statement Exhibits
General
21. We note your response to prior comment 58. While the list of
omitted schedules need only briefly identify the contents of the
schedules or other similar supplements, the list should be
sufficiently detailed in order to provide a clear understanding of
the subject matter of each schedule. Please file as an exhibit a
list identifying the contents of the omitted confidential
disclosure
letters. See Item 601(b)(2) of Regulation S-K.
22. Please confirm to us in your response letter that neither
Sprint,
Nextel, each director, each officer, nor any 5% holder of Sprint
or
Nextel voting stock has any voting agreements concerning the
merger
transactions.
Exhibit 8.1 and 8.2 Tax Opinions
23. We note counsels` statements in the second paragraphs of their
tax opinions that, "We have not, however, undertaken any
independent
investigation of any factual matter set forth in any of the
foregoing." This statement appears to be overly broad, as counsel
should not assume any fact that is known or is readily
ascertainable
in rendering its opinion. Please advise or revise.
24. Since each counsel`s opinion must speak as of the date of
effectiveness of the registration statement, counsels` assumptions
regarding facts prior to effectiveness of the registration
statement
would also appear to be inappropriate. Similarly, counsels`
disclaimers of any undertaking to update their opinions could be
problematic if the tax opinions are executed and filed prior to
date
of effectiveness. Tell us in your response letter whether each
counsel intends to retain these assumptions in their executed
opinions that will be filed as of the effective time of the
registration statement.
25. Please file or provide us with a draft legality opinion so
that
we may have time to review the opinion prior to effectiveness.
* * * *
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.
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) 551-
3359,
or Kathleen Krebs, Special Counsel, at (202) 551-3810, with any
questions.
Sincerely,
Larry Spirgel
Assistant Director
cc: via facsimile (212-556-2222)
E. William Bates, II, Esq.
King & Spalding LLP
Ms. Toussaint
Sprint Corporation
May 13, 2005
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