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SPRINT AND CENTEL MERGER REGISTRATION STATEMENT IS DECLARED EFFECTIVE

 SPRINT AND CENTEL MERGER
 REGISTRATION STATEMENT IS DECLARED EFFECTIVE
 KANSAS CITY, Mo., Oct. 16 /PRNewswire/ -- Sprint Corporation (NYSE: FON) and Centel Corporation (NYSE: CNT) jointly announced that the Securities and Exchange Commission today declared effective the registration statement, which includes a joint proxy statement and prospectus, on the merger of Sprint and Centel.
 On Dec. 2, 1992 the stockholders of both companies, in separate meetings, will vote on the merger, which involves an exchange of 1.37 shares of Sprint common stock for each Centel share in a tax-free transaction for stockholders. The proxy solicitation material will be mailed to stockholders shortly.
 "We believe this combination represents an exciting opportunity for the stockholders of both companies to participate in a corporation uniquely positioned to face the rapidly evolving competitive challenges in the global telecommunications industry," said Sprint Chairman and Chief Executive Officer William T. Esrey and Centel Chairman and Chief Executive Officer John P. Frazee Jr. In letters that accompany the proxy material, the chairmen of Sprint and Centel describe the benefits of the merger.
 The combined company -- to be called Sprint -- will be the only major U.S. telecommunications company providing customers with long distance, local and cellular services. The new Sprint will be the country's third largest long distance provider, a local telephone company serving 5.7 million local customer lines, and the ninth largest cellular company (based on the number of POPS when adjusted for ownership interest) serving an area with more than 20 million in population.
 Significant cost savings are possible within two years, resulting from economies of scale, overhead reductions and other synergies. Sprint Chairman Esrey said, "We believe the merger creates a company which clearly has the size, resources and international scope of operations to emerge as a leading competitor."
 The combined company will have:
 -- Ability to serve customers in all three areas of
 telecommunications -- long distance, local and cellular
 -- Management expertise in all three areas
 -- Advantages of greater size and scale, particularly in the
 local exchange business
 -- Significant geographic proximity of the Sprint and Centel
 local exchange areas (Sprint serves four of the six states
 served by Centel) and the resulting potential for
 improvement in financial performance
 -- Increased presence in the cellular telephone business,
 particularly in areas also served through the local
 exchange operations exchange operations
 Sprint Chairman Esrey urged stockholders to support the merger. In his letter, he advised stockholders that the merger supports the corporate strategy of being a leader in the telecommunications industry with the addition of wireless technology, as well as increasing the scope of its local exchange telephone operations.
 Centel Chairman Frazee also called for stockholder approval. In his letter to stockholders, he said that, under Sprint's current dividend policy, Centel stockholders would receive a substantial immediate increase in annual dividends of more than 50 percent from the current $.90 per share to the equivalent of $1.37 per current Centel share. (The Sprint board of directors intends to maintain such indicated annual dividend rate, subject to its evaluation from time to time of Sprint's results of operations, financial condition, capital requirements and other relevant considerations.)
 Centel stockholders will have a 35 percent equity interest in the new Sprint, and they will share ownership in Sprint's long-distance business, which is currently not a component of Centel's business mix. He said that when Centel's assets are combined with those of Sprint, the new company will have significant presence in long distance, local and cellular communications businesses. He added that competitive pressures have made it increasingly difficult for companies of Centel's size to compete effectively in the telecommunications industry.
 The proxy statement for stockholders describes, among other things, the search undertaken by the Centel board of directors, over a period of five months, as Centel explored strategic options to maximize stockholder value. The Centel board concluded that the merger was likely to produce the highest immediate value and the most substantial longer-term appreciation in value for the Centel stockholders.
 Sprint is a diversified international telecommunications company, which had 1991 annual revenues of $8.8 billion. It has the United States' only nationwide all-digital, fiber-optic long-distance network. Its divisions provide global long distance voice, data and video products and services, and local telephone services to more than 4 million customer access lines in 17 states.
 Centel Corporation, which had 1991 revenues of $1.2 billion, provides local exchange telephone service through 1.6 million access lines in six states and manages cellular communications franchises in 42 metropolitan markets in the United States and in more than 50 rural service areas.
 -0- 10/16/92
 /NOTE: For copies of the letters from Sprint and Centel chairmen (by mail or by fax), please call 913-624-8593./
 /CONTACT: Susan Kraus, 913-624-2530; Judith Shannon, 913-624-3221 or, after hours, 816-931-7156, both of Sprint; or Bill White of Centel, 312-399-2735 or, after hours, 708-882-7231/
 (FON CNT) CO: Sprint; Centel Corporation ST: Missouri IN: TLS SU: DIV


DS -- DC004 -- 0787 10/16/92 08:14 EDT
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Publication:PR Newswire
Date:Oct 16, 1992
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