EXHIBIT 99.3
SPRINT CAPITAL CORPORATION
SPRINT CORPORATION
INSTRUCTIONS TO REGISTERED HOLDER AND/OR
DTC PARTICIPANT FROM BENEFICIAL OWNER
OF 6.0% NOTES DUE 2007
To Registered Holder and/or DTC Participant:
The undersigned hereby acknowledge receipt of the Prospectus, dated
_____________, 200_ (the "Prospectus") of Sprint Capital Corporation, a Delaware
corporation (the "Company"), and Sprint Corporation, a Kansas corporation
("Sprint"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Company's offer (the "Exchange
Offer") to exchange 6.0% Notes due 2007 (the "New Notes") that have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for its outstanding 6.0% Notes due 2007 (the "Old Notes"). Capitalized terms
used but not defined in these instructions have the meanings ascribed to them in
the Prospectus.
This will instruct you, the registered holder and/or DTC participant, as to
action to be taken by you relating to the Exchange Offer with respect to the Old
Notes held by you for the account of the undersigned.
The aggregate face amount of the Old Notes held by you for the account of
the undersigned is (fill in amount):
$_________ of the 6.0% Notes due 2007;
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
|_| TO TENDER the following aggregate principal amount of Old Notes
held by you for the account of the undersigned (insert principal
amount of Old Notes to be tendered, if any): $_________
|_| NOT TO TENDER any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Old Notes held by you for
the account of the undersigned, it is understood that you are authorized (a) to
make on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations that (i) the
undersigned's principal residence is in the state of (fill in state)
_______________, (ii) the undersigned has full power and authority to tender,
exchange, assign and transfer the Old Notes surrendered, and the Company will
acquire good and unencumbered title to the Old Notes being surrendered, free and
clear of all security interests, liens, restrictions, charges, encumbrances,
conditional sale arrangements or other obligations relating to their sale or
transfer, and not subject to any adverse claim when the Old Notes are accepted
by the Company, (iii) the New Notes being acquired pursuant to the Exchange
Offer are being acquired in the ordinary course of business of the undersigned
or of any other person receiving New Notes pursuant to the Exchange Offer
through the undersigned, whether or not that person is the holder of Old Notes,
(iv) neither the undersigned nor any other person acquiring the New Notes
pursuant to the Exchange Offer through the undersigned, whether or not that
person is the holder of Old Notes, is participating in, has an intent to
participate in or has an arrangement or understanding with any person to
participate in the distribution of the New Notes, (v) if any of the undersigned
or any other person acquiring the New Notes pursuant to the Exchange Offer
through the undersigned, whether or not that person is the holder of Old
Notes, is a broker-dealer or is participating in the Exchange Offer for the
purpose of distributing the New Notes, it agrees to comply with the registration
and prospectus delivery requirements of the Securities Act in connection with
any secondary resale of New Notes and acknowledges that it cannot rely on the
position of the staff of the Securities and Exchange Commission set forth in
no-action letters; (vi) the undersigned or any other person acquiring the New
Notes pursuant to the Exchange Offer through the undersigned, whether or not
that person is the holder of Old Notes, understands that any secondary resale
transaction and any resales of New Notes it obtains in exchange for Old Notes
acquired by it directly from the Company should be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or 508, as applicable, of Regulation S-K of the Securities
and Exchange Commission; (vii) except as otherwise disclosed in writing with
these instructions, neither the undersigned nor any other person acquiring the
New Notes pursuant to the Exchange Offer through the undersigned, whether or not
that person is the holder of Old Notes, is an "affiliate," as defined in Rule
405 under the Securities Act, of the Company or Sprint and, if the undersigned
or any such person is an affiliate, that it will comply with the registration
and prospectus delivery requirements of the Securities Act to the extent
applicable, and (viii) if any of the undersigned or any other person acquiring
the New Notes pursuant to the Exchange Offer through the undersigned, whether or
not that person is the holder of Old Notes, is a broker-dealer that will receive
New Notes for its own account in exchange for Old Notes that were acquired as a
result of market-making activities or other trading activities, it acknowledges
that it will deliver a prospectus in connection with any resale of New Notes;
(b) to agree, on behalf of the undersigned, as set forth in the Letter of
Transmittal; and (c) to take any other action as necessary under the Prospectus
or the Letter of Transmittal to effect the valid tender of the Old Notes. By
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
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SIGN HERE
Name of beneficial owner(s):
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Signature(s):
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Name (please print):
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Address:
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Telephone number:
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Taxpayer Identification or Social Security Number:
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Date:
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