EXHIBIT 99.4
Tender for all Outstanding
7.900% notes due 2005
8.375% notes due 2012
8.750%notes due 2032
in Exchange for
7.900% notes due 2005
8.375% notes due 2012
8.750% notes due 2032
that have been registered under the Securities Act of 1933
of
SPRINT CAPITAL CORPORATION
Unconditionally Guaranteed by
SPRINT CORPORATION
To Registered Holders:
We are enclosing with this letter the material listed below relating to the
offer (the "Exchange Offer") by Sprint Capital Corporation, a Delaware
corporation (the "Company"), to exchange its 7.900% notes due 2005, 8.375%
notes due 2012 and 8.750% notes due 2032 (collectively, the "New Notes") that
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of the Company's issued and
outstanding 7.900% notes due 2005, 8.375% notes due 2012 and 8.750% notes due
2032 (collectively, the "Old Notes") upon the terms and subject to the
conditions set forth in the Prospectus, dated , 2002, and the related
Letter of Transmittal.
Enclosed herewith are copies of the following documents:
1. Prospectus dated , 2002;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery; and
4. Instructions to Registered Holder and/or DTC Participant from Beneficial
Owner.
We urge you to contact your clients promptly. Please note that the Exchange
Offer will expire at 5:00 p.m., New York City time, on , 2002, unless
extended.
The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered.
Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that (i) the holder 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, (ii) the New Notes being acquired
pursuant to the Exchange Offer are being acquired in the ordinary course of
business of the person receiving the New Notes, whether or not that person is
the holder of Old Notes, (iii) neither the holder of the Old Notes nor any
other person acquiring the New Notes in the Exchange Offer through such holder,
whether or not that person is the holder of Old Notes, is participating in, has
an intent to participate in or has any arrangement or understanding with any
other person to participate in the distribution of
the New Notes, (iv) if the holder or any other person acquiring the New Notes
pursuant to the Exchange Offer through the holder, 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; (v) the holder or any
other person acquiring the New Notes pursuant to the Exchange Offer through the
holder, 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; (vi) neither the holder nor any
other person acquiring the New Notes pursuant to the Exchange Offer through the
holder, 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 Corporation, a Kansas corporation ("Sprint") or, if the holder 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 (vii) if the holder or any other person acquiring the New Notes
pursuant to the Exchange Offer through the holder, 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. By
acknowledging that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act in connection with any resale of New Notes,
a broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.
The enclosed Instructions to Registered Holder and/or DTC Participant from
Beneficial Owner contains an authorization by the beneficial owners of the Old
Notes for you to make the foregoing representations.
The Company will not pay any fee or commission to any broker or dealer or to
any other persons (other than the exchange agent for the Exchange Offer) in
connection with the solicitation of tenders of Old Notes pursuant to the
Exchange Offer. The Company will pay or cause to be paid any transfer taxes
payable on the transfer of Old Notes to it, except as otherwise provided in
Instruction 6 of the enclosed Letter of Transmittal.
Additional copies of the enclosed material may be obtained from the
undersigned.
Very truly yours,
Bank One Trust Company, N.A.
NOTHING CONTAINED IN THIS LETTER OR IN THE ENCLOSED DOCUMENTS WILL
CONSTITUTE YOU THE AGENT OF THE COMPANY OR SPRINT OR THE EXCHANGE AGENT OR
AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN
CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH
AND THE STATEMENTS CONTAINED IN THOSE DOCUMENTS.