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SPRINT AND CENTEL TO MERGE

 SPRINT AND CENTEL TO MERGE
 NEW YORK, May 27 /PRNewswire/ -- Sprint Corp. (NYSE: FON) and


Centel Corp. (NYSE: CNT) jointly announced today a definitive agreement to merge the two telecommunications leaders. The combined company will have an asset book value of nearly $14 billion and annual revenues of $10 billion. It will retain the Sprint name while building on the strengths of both entities.
 Sprint Chairman and Chief Executive Officer William T. Esrey said: "The combined company is the only company engaged in all three telecommunications markets: we will be the country's third largest long distance provider; a local telephone company serving 5.7 million local customer lines; and a cellular company serving a population of more than 20 million. The strategic value of this combination is that one plus one really does equal three."
 Under the terms of the merger, each share of Centel's common stock will be converted into 1.37 shares of Sprint's common stock. Sprint has approximately 219 million shares outstanding, and Centel has approximately 85 million shares outstanding. After the merger, Centel shareowners will own approximately 35 percent of the combined company.
 The merger is expected to be tax-free to both Centel's and Sprint's shareowners, and Sprint expects to account for the merger as a pooling of interests. Centel intends to redeem or retire all its issued and outstanding preferred stock, except for its 6 percent cumulative preferred stock, prior to the merger. Centel's 6 percent cumulative preferred stock will be converted into preferred stock of Sprint. All of Sprint's common and preferred stock currently issued will remain outstanding.
 Centel Chairman and Chief Executive Officer Jack Frazee said that for Centel the merger agreement was the culmination of a five-month effort announced Jan. 23 to explore strategic options to maximize shareowner value, including the possible sale of all or part of Centel. After thorough review of all proposals received, he said, Centel's board of directors concluded that the merger with Sprint provided the maximum value for Centel's shareowners.
 Frazee said: "From the outset of this process, we identified the need for greater size to achieve economies, and to have the financial and other resources needed to compete effectively in today's worldwide telecommunications business, and to create a partnership that has long-term potential. We are delighted to end up with a transaction which serves our objective of increasing shareowner value and allows our shareowners to be part of the kind of enterprise which can prosper in today's telecommunications environment."
 Sprint's and Centel's local telephone operating companies are complementary in a variety of ways. Sprint operates companies in 17 states; Centel companies operate in six states, four of which are common to Sprint. Both companies have strong reputations for quality customer service and aggressive use of digital technology, and the new company will leverage those strengths.
 "Cellular and other wireless communications are increasingly important in today's world," said Sprint's Esrey. "Our combined corporation will be able to serve customers no matter what type of telecommunications services they require."
 Esrey stressed the continuing commitment to long distance, which today contributes $5.5 billion to Sprint's $8.8 billion in annual revenues. "We see exciting opportunities in managing the long distance, local and cellular businesses. It's the customer who will ultimately benefit."
 Frazee referred to continuing consolidations in the telecommunications industry and to the changing communications needs of customers, as competition from all types of communications overlap. He said: "We believe that market share and size are going to be very important. In this dynamic industry, we're committed to managing our change. The combined company we're creating, serving all three markets, will be better positioned to take advantage of new opportunities and to meet competitive challenges."
 The merger of Sprint and Centel will unite two corporations with common commitments to quality customer service, innovative use of technology, and pursuit of growth in the changing industry. The local telephone companies operated by both corporations have excellent service records. All of Centel's telephone customers are served by digital switching, while nearly 90 percent of Sprint's local customers are served through digital switching. Both corporations report local access line growth in excess of the industry averages; the Centel's telephone companies' 1991 growth rate was 4.1 percent, while Sprint's telephone companies' 1991 access line growth rate was 3.4 percent.
 "A key consideration from Sprint's perspective was our compatible corporate cultures. Both companies are committed to quality and employee empowerment, with a very similar approach to values," remarked Sprint's Esrey. "This will be a great merger."
 Esrey will remain chairman and chief executive officer, and Frazee becomes president and chief operating officer with responsibilities for local telephone operations, cellular operations and strategic planning. Long distance operations under Long Distance Division President Ronald T. LeMay will continue to report to Esrey. The new Sprint board will have 16 directors, six of whom will be nominated from Centel's current board. The headquarters will be in Kansas City, Mo., and the stock symbol will be "FON."
 The agreement has been approved by each corporation's board of directors, and it is subject to approval by the shareowners of both companies as well as various regulatory agencies. Shareowner meetings of both corporations are expected to be held late this summer, and the merger will be closed as soon as possible thereafter.
 Sprint, based in Kansas City, is a diversified international telecommunications company with $8.8 billion in annual revenues. It employs 43,000 people. Sprint is the third largest long distance provider in the United States, and has the country's only nationwide all-digital, fiber-optic long-distance network. Its long distance division provides global long distance voice, data and video products and services. Sprint is the second largest independent telephone company in the United States. Its local telecommunications division owns and operates the United Telephone operating companies in 17 states, serving more than 4 million customer access lines. Sprint's complementary businesses include Sprint Publishing & Advertising, the nation's tenth largest telephone directory publisher, and North Supply, a nationwide distributor of voice, data and videoconferencing communications equipment through its 11 distribution centers.
 Centel is a Chicago-based corporation, which had 1991 revenues of $1.18 billion. It employs 9,300 people. The Centel Telephone Companies provide local exchange telephone service through 1.6 million access lines in six states. Centel currently has operating control of cellular communications systems in 42 metropolitan areas, and minority interest in 34 metropolitan areas, including Chicago, New York, Houston and Kansas City. Centel also provides cellular services in more than 50 rural service areas. Centel's cellular markets have a combined population of approximately 16.4 million; under contract it operates rural service area (RSA) licenses owned by Sprint that serve an additional 3.7 million.
 -0- 5/27/92
 /CONTACT: Sue Kraus, SPRINT, 212-450-5126, NYC 5/27 p.m. & 5/28 a.m. or 202-828-7410 DC 5/28 p.m. and after; Judith Shannon, SPRINT, 913-624-3221, Kansas City all days; Bill White, CENTEL, 212-450-5126, NYC 5/27 p.m. & 5/28 a.m., or 312-399-2735 Chicago 5/28 p.m. and after/
 (FON CNT) CO: Sprint; Centel Corporation ST: New York IN: TLS SU: TNM


DC -- DC020 -- 4404 05/27/92 16:22 EDT
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Date:May 27, 1992
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