UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Splitrock Services, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
848636304
(CUSIP Number)
December 31, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[x] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
CUSIP No. 848535304 Schedule 13G Page 2 of 8 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Linsang Partners, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ] (b) [ ]
3
SEC USE ONLY:
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER 15,425,848
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 15,425,848
8 SHARED DISPOSITIVE POWER 0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
15,425,848
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
27.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN
<PAGE>
CUSIP No. 848636304 Schedule 13G Page 3 of 8 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Kwok Li
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ] (b) [ ]
3
SEC USE ONLY:
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
Citizen of the United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER 21,561,543
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 21,561,543
8 SHARED DISPOSITIVE POWER 0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
21,561,543
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
37.8%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
<PAGE>
Item 1.
(a) Name of Issuer
Splitrock Services, Inc.
(b) Address of Issuer's Principal Executive Offices
9012 New Trails Drive
The Woodlands, Texas 77381
Item 2.
(a) Name of Person Filing
The persons filing this Schedule 13G are
Linsang Partners, LLC ("Linsang") and Kwok
Li.
(b) Address of Principal Business Office or, if none,
Residence
The principle business address for Linsang and Mr. Li
is:
8301 Professional Drive
Landover, Maryland 2078
(c) Citizenship
Mr. Li is a United States citizen. Linsang
is a Delaware limited liability company.
(d) Title of Class of Securities
Common Stock, par value $.001
(e) CUSIP Number
848363304
Item 3. If this statement is filed pursuant to sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is
a:
Not applicable.
<PAGE>
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned
Linsang beneficially owns 15,425,848 shares
of Common Stock, which includes 15,363,144
shares owned by Linsang directly and 62,704
shares issuable upon the exercise of warrants
held by Linsang.
Mr. Li beneficially owns 21,561,543 shares
of Common Stock, which includes 4,960,593
shares he owns directly, 1,144,700 shares
owned by his wife, Felice Li, 30,402 shares
owned by his minor children, and 15,425,848
shares beneficially owned by Linsang as
described in the previous paragraph.
Splitrock Services, Inc. ("Splitrock") and
McLeodUSA, Inc. ("McLeod") entered into an
amended and restated agreement and plan of
merger, dated February 11, 2000, ("Merger
Agreement") pursuant to which McLeod, through
its newly-formed, wholly-owned subsidiary
Southside Acquisition Corporation, will
acquire 100% of the voting securities of
Splitrock.
In connection with the execution of the
Merger Agreement, Linsang and Mr. Li have
entered into stock option agreements, dated
as of February 11, 2000, with McLeod (the
"Stock Option Agreements"), which grant
McLeod an option to purchase the outstanding
voting shares of Splitrock held by each of
Linsang and Mr. Li in the event that the
merger contemplated by the Merger Agreement
is not consummated.
In addition, Linsang and Mr. Li have entered
into voting agreements, dated as of February
11, 2000, with McLeod (the "Voting
Agreements") pursuant to which Linsang and
Mr. Li have each agreed to vote all of their
shares in favor of the Merger Agreement.
(b) Percent of class
Linsang beneficially owns 27.0% of the Common
Stock.
Mr. Li benefically owns 37.8% of the Common
Stock.
<PAGE>
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the
vote:
Linsang has sole voting power over the
15,425,848 shares of Common Stock that
it beneficially owns, subject to the
Voting Agreement referred to in Item
4(a) above.
Mr. Li has sole voting power over the
21,561,543 shares of Common Stock that
he beneficially owns, subject to the
Voting Agreement referred to in Item
4(a) above.
(ii) Shared power to vote or to direct the
vote:
Not applicable.
(iii) Sole power to dispose or to direct the
disposition of:
Linsang has sole power to dispose of the
15,425,848 shares of Common Stock that
it beneficially owns, subject to the
Stock Option Agreement referred to in
Item 4(a) above.
Mr. Li has sole power to dispose of the
21,561,543 shares of Common Stock that
he beneficially owns, subject to the
Stock Option Agreement referred to in
Item 4(a) above.
(iv) Shared power to dispose or to direct the
disposition of:
Not applicable.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class or
securities, check the following [ ].
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company.
Not applicable
<PAGE>
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or
influencing the control of the issuer of the securities
and were not acquired and are not held in connection
with or as a participant in any transaction having that
purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
/s/ Kwok Li
_______________________
KWOK LI
LINSANG PARTNERS, LLC
By: s/s Kwok Li
________________________
Name: Kwok Li
Title: Chairman and Manager
Dated: February 11, 2000
