Exhibit 2(d)
SECOND AMENDMENT TO RIGHTS AGREEMENT
This Second Amendment to Rights Agreement (this "Second
Amendment"), dated as of July 31, 1995, between Sprint
Corporation, a Kansas corporation formerly known as United
Telecommunications, Inc. (the "Company"), and UMB Bank,
n.a., a
banking corporation formerly known as United Missouri Bank
of
Kansas City, N.A. (the "Rights Agent");
W I T N E S S E T H:
WHEREAS, the Company and the Rights Agent entered into
that
certain Rights Agreement, dated as of August 8, 1989, as
amended
by that certain Amendment and Supplement to Rights
Agreement,
dated as of June 4, 1992 (the "Rights Agreement");
WHEREAS, the Rights Agreement provides that the Company
may
amend the Rights Agreement in certain respects prior to the
Distribution Date (as defined therein); and
WHEREAS, the Company desires to amend the Rights
Agreement
as set forth herein, and has directed the Rights Agent to
execute
this Second Amendment as provided in Section 26 of the
Rights
Agreement.
NOW, THEREFORE, in consideration of the premises and
the
mutual agreements herein set forth, the parties hereby agree
as
follows:
1. Section 1(a) of the Rights Agreement is hereby
deleted
in its entirety and a new Section 1(a) set forth below shall
be
substituted in lieu thereof:
(a) "Acquiring Person" shall mean any Person
who
or which, together with all Affiliates and Associates of
such
Person, shall be the Beneficial Owner of 20% or more of the
shares of Common Stock then outstanding other than as a
result of
a Qualifying Offer, but shall not include (i) the Company,
(ii)
any Subsidiary of the Company, (iii) any employee benefit
plan of
the Company or of any Subsidiary of the Company, or (iv) any
Person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such plan.
Notwithstanding the preceding sentence:
(x) none of (A) France Telecom ("FT"),
Deutsche
Telekom AG ("DT") or any Affiliate or Associate thereof
or
(B) any Strategic Investor or Passive Financial
Institution
(each as defined in the Standstill Agreement among the
Company, FT and DT dated as of July 31, 1995 (the
"Standstill Agreement")) which is deemed to be part of
a
"group" (within the meaning of the Exchange Act)
with FT, DT or any of their Affiliates or Associates
with
respect to the Company solely by virtue of its
investment
in a Qualified Subsidiary (as defined in the Standstill
Agreement)
(collectively, the "FT/DT Parties") shall be deemed to
be an
Acquiring Person unless the FT/DT Parties individually
or in
the aggregate become the Beneficial Owner of more than
the
sum of (i) the Permitted Standstill Limit, and (ii)
0.25% of
the Voting Power represented by all Voting Securities
then
outstanding (the maximum number of Voting Securities
permitted pursuant to this clause (x) to be
Beneficially
Owned by the FT/DT Parties individually or in the
aggregate
without any such Persons being Acquiring Persons is
referred
to herein as the "FT/DT Permitted Level"); and
(y) no Person (other than any of the FT/DT
Parties, individually or collectively) shall become an
Acquiring Person solely as a result of a reduction in
the
number of shares of Common Stock outstanding due to the
repurchase of shares of Common Stock by the Company,
unless
and until such Person shall purchase or otherwise
become the
Beneficial Owner of additional shares of Common Stock
constituting 0.25% or more of the shares of Common
Stock
then outstanding other than pursuant to a Qualifying
Offer.
The phrase "then outstanding," when used with reference
to a Person's beneficial ownership of securities of the
Company, shall mean the number of such securities then
issued and outstanding together with the number of such
securities not then actually issued and outstanding which
such Person would be deemed to beneficially own hereunder.
The term "Permitted Standstill Limit" shall mean the maximum
number of Voting Securities permitted to be Beneficially
Owned by FT, DT and their Affiliates and Associates,
individually or in the aggregate, under Sections 2.1(a)(i),
2.1(a)(ii) and 2.3 of the Standstill Agreement (but not
Sections 2.1(a)(iii) or 2.2 thereof or Section 2.3 thereof
to the extent based upon an applicable Percentage Limitation
as determined by Section 2.1(a)(iii) or 2.2 thereof);
provided that if the Standstill Agreement is terminated or
the provisions of Section 2.1(a)(ii) have expired, the term
"Permitted Standstill Limit" shall mean the maximum number
of Voting Securities that would have been permitted to be
Beneficially Owned by FT, DT and their Affiliates and
Associates under Sections 2.1(a)(i), 2.1(a)(ii) and 2.3 of
the Standstill Agreement (but not Sections 2.1(a)(iii) or
2.2 thereof or Section 2.3 thereof to the extent based upon
an applicable Percentage Limitation as determined by Section
2.1(a)(iii) or 2.2 thereof) had the Standstill Agreement not
been so terminated or Section 2.1(a)(ii) not so expired.
2. Section 1(d) of the Rights Agreement is hereby
deleted in its entirety and a new Section 1(d) set forth
below
shall be substituted in lieu thereof:
(d) "Affiliate" and "Associate" shall
have
the respective meanings ascribed to such terms in Rule 12b-2
of
the General Rules and Regulations under the Exchange Act;
provided, however, that when used to indicate a relationship
with
the FT/DT Parties, the terms "Affiliate" and "Associate"
shall
have the respective meanings set forth in the Standstill
Agreement.
3. Section 1(h) of the Rights Agreement is
hereby
deleted in its entirety and a new Section 1(h) set forth
below
shall be substituted in lieu thereof:
(h) "Common Stock" shall mean the
common
stock, par value $2.50 per share, of the Company, and the
Class A
Common Stock, par value $2.50 per share, of the Company,
taken
together, except that "Common Stock" when used with
reference to
any Person other than the Company shall mean the capital
stock of
such Person with the greatest voting power, or the equity
securities or other equity interest having power to control
or
direct the management, of such Person.
4. Section 1(ee) of the Rights Agreement is
hereby deleted
in its entirety and a new Section 1(ee) set forth below
shall be
substituted in lieu thereof:
(ee) "Stock Acquisition Date" shall mean the
first
date of public announcement (which, for purposes of this
definition, shall include, without limitation, a report
filed
pursuant to Section 13(d) under the Exchange Act) by the
Company
or an Acquiring Person that an Acquiring Person has become
such;
provided, however, that a Stock Acquisition Date shall not
be
deemed to have occurred if any Person (including the FT/DT
Parties, individually or in the aggregate) shall have
inadvertently become an Acquiring Person and within ten days
after the date upon which the Company shall first become
aware of
the occurrence of such an event, the Board of Directors in
its
sole discretion (1) approves the beneficial ownership
interest
then held by such Person, or (2) provides such Person a
thirty
day period to divest a sufficient number of Voting
Securities so
as to decrease the beneficial ownership of such Person to
less
than 20% of the shares of Common Stock then outstanding (or
in
the case of the FT/DT Parties (individually or in the
aggregate),
to not more than the FT/DT Permitted Level) and such Person
or
the FT/DT Parties have so divested at the end of any such
thirty
day period.
5. Section 1 of the Rights Agreement is hereby
amended by
adding the following definitions at the end of such Section:
(kk) "Vote" shall mean, with respect to any
entity, the
ability to cast a vote at a stockholders', members' or
comparable
meeting of such entity with respect to the election of
directors,
managers or other members of such entity's governing body,
or the
ability to cast a general partnership or comparable vote,
provided that
with respect to the Company, for so long as the Class A
Stock (as
defined in the Standstill Agreement) is outstanding, the
term "Vote"
shall mean the ability to exercise general voting power
(other than with
respect to the election of directors) at a meeting of the
stockholders of
the Company.
(ll) "Voting Power" shall mean, with respect
to
any entity as at any date, the aggregate number of Votes
outstanding as at such date in respect of such entity.
(mm) "Voting Securities" shall mean the
Common
Stock, the Class A Preference Stock (as defined in the
Standstill
Agreement) and any other securities of the Company the
holders of
which are ordinarily, in the absence of contingencies,
entitled
to Vote, even though the right to such Vote has been
suspended by
the happening of such a contingency.
6. Section 3(a) of the Rights Agreement is
hereby amended
by adding, after the words "such Person would be the
Beneficial
Owner of 20% or more of the shares of Common Stock then
outstanding," the following language: "(or in the case of
the
FT/DT Parties (individually or in the aggregate), shares in
excess of the FT/DT Permitted Level)."
7. Section 11(a) of the Rights Agreement is
hereby amended
by adding the following at the end thereof:
(iv) Notwithstanding anything in Section
11(a)(ii)
to the contrary, there shall not be deemed to have occurred
a
Section 11(a)(ii) Event if a Person shall have inadvertently
become the Beneficial Owner of 20% or more of the shares of
Common Stock then outstanding (or in the case of the FT/DT
Parties, (individually or in the aggregate) shares in excess
of
the FT/DT Permitted Level) and within ten days after the
date
upon which the Company shall first become aware of the
occurrence
of such an event, the Board of Directors in its sole
discretion
(1) approves the beneficial ownership interest then held by
such
Person or the FT/DT Parties (individually and in the
aggregate),
or (2) provides such Person or the FT/DT Parties a thirty
day
period to divest a sufficient number of Voting Securities so
as
to decrease the beneficial ownership of such Person to less
than
20% of the shares of Common Stock then outstanding (or in
the
case of the FT/DT Parties (individually or in the
aggregate), to
not more than the FT/DT Permitted Level) and such Person or
the
FT/DT Parties have so divested at the end of any such thirty
day
period.
8. Section 13(a) of the Rights Agreement is
hereby amended
by adding, after the words "such Person would be the
Beneficial
Owner of 20% or more of the shares of Common Stock then
outstanding," the following language: "(or in the case of
the FT/
DT Parties (individually or in the aggregate), shares in
excess
of the FT/DT Permitted Level)."
9. The Rights Agreement, as amended by this
Second
Amendment, shall remain in full force and effect in
accordance
with its terms. This Second Amendment may be executed in
one or
more counterparts.
IN WITNESS WHEREOF, the parties have caused this
Second
Amendment to be duly executed, as of the date first above
written.
SPRINT CORPORATION
By: /s/ Xxx X.
Xxxxxx
Name: Xxx X.
Xxxxxx
Title: Vice
President
Attest:
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Assistant Secretary
UMB BANK, N.A.
By: /s/ Xxxxx X.
Xxxxxxx
Name: Xxxxx
X. Xxxxxxx
Title: Vice
President
Attest:
By: /s/ Xxxx X. Xxxx, XX
Name: Xxxx X. Xxxx, XX
Title: Asst. Secretary