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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. ____)*
CAPROCK COMMUNICATIONS CORP.
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(Name of Issuer)
Common Stock $.01 par value per share
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(Title of Class of Securities)
140667 10 6
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(CUSIP Number)
Jere W. Thompson, Jr.
Two Galleria Tower, 13455 Noel Road, Suite 1925, Dallas, Texas 75240,
(972) 982-9500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 26, 1998
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for
other parties to whom copies are to be sent.
* 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 on 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 1 of 8 Pages
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CUSIP No. 140667 10 6 SCHEDULE 13D Page 2 of 8 Pages
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(1) NAME OF REPORTING PERSON - Jere W. Thompson, Sr.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP (b) /X/
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
OO
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 414,326
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER 10,242,844
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(9) SOLE DISPOSITIVE
POWER 414,326
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(10) SHARED DISPOSITIVE
POWER 10,242,844
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
10,657,170
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.9%
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(14) TYPE OF REPORTING PERSON
IN
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Page 3 of 8 Pages
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Item 1.SECURITY AND ISSUER.
The name of the issuer is CapRock Communications Corp. (the "Issuer").
The Issuer is organized under the laws of the State of Texas and its
principal executive offices are located at Two Galleria Tower, 13455 Noel
Road, Suite 1925, Dallas, Texas 75240. The class of equity securities to
which this statement relates are shares of common stock, par value $.01 per
share, of the Issuer (the "Common Stock").
Item 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by Jere W. Thompson, Sr. (the
"Reporting Person").
(b) The business address of the Reporting Person is Two Turtle Creek
Village, 3838 Oak Lawn Avenue, Suite 1850, Dallas, Texas 75219.
(c) The present principal occupation of the Reporting Person is an
investment executive.
(d) In the past five years, the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) In the past five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) The place of citizenship of the Reporting Person is the United
States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person beneficially acquired the shares of Common
Stock being reported on hereunder on August 26, 1998 pursuant to the terms of
an Agreement and Plan of Merger and Plan of Exchange dated as of February 16,
1998, by and among IWL Communications,
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Page 4 of 8 Pages
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Incorporated, a Texas corporation ("IWL"), the Issuer, IWL Acquisition Corp.,
a Texas corporation and a subsidiary of Holdings ("I-Sub"), CapRock
Telecommunications Corp., a Texas corporation ("Telecommunications"), CapRock
Acquisition Corp., a Texas corporation and a subsidiary of Holdings
("C-Sub"), and CapRock Fiber Network, Ltd., a Texas limited partnership (the
"Partnership"), which agreement was amended on April 30, 1998, June 20, 1998
and July 8, 1998 (as amended, the "Merger Agreement"). As more fully
described in the Registration Statement on Form S-4, as amended (the
"Registration Statement"), File No. 333-57365, filed by the Issuer with the
Securities and Exchange Commission (the "Commission") and declared effective
on July 20, 1998, on August 26, 1998 I-Sub and C-Sub were merged with and
into IWL and Telecommunications, respectively (the "Mergers"), with each of
IWL and Telecommunications as the surviving corporations. In addition, on
such date all of the interests in the Partnership were exchanged (the
"Interest Exchange" and, together with the Mergers, the "Transaction") for
shares of Common Stock. The Registration Statement is attached hereto as
Exhibit 1. At the effective time of the Mergers and the Interest Exchange,
among other things, each outstanding share of Telecommunications common stock
was converted into 1.789030878 shares of the Common Stock of the Issuer and
each 1% general or limited partnership interest in the Partnership was
exchanged for 63,194.54 shares of Common Stock of the Issuer. This Schedule
13D reflects the Reporting Person's ownership of the shares of the Common
Stock that the Reporting Person received in exchange for his shares of
Telecommunications common stock and his partnership interests in the
Partnership as a result of the consummation of the Transaction.
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Page 5 of 8 Pages
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Item 4. PURPOSE OF TRANSACTION.
The Reporting Person currently hold the shares of Common Stock
reported on hereunder for investment purposes. The Reporting Person currently
has no plans or proposals that relate or would result in any of the actions
set forth in parts (a) through (j) of Item 4.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Of the 10,657,170 shares of Common Stock (constituting 36.9% of the
issued and outstanding shares of Common Stock of the Issuer as of the date of
this Schedule 13D) beneficially held by the Reporting Person, CapRock
Investors, a Texas joint venture ("CapRock Investors") is the record holder
of 8,650,884 shares, The Williamsburg Corporation, a Texas corporation
("Williamsburg"), is the record holder of 1,302,283 shares, his spouse,
Margaret D. Thompson, is the record holder of 289,677 shares and the
Reporting Person is the record holder of 414,326 shares. The Reporting
Person has the sole voting and dispositive power with respect to the 414,326
shares held of record by the Reporting Person. In addition, the Reporting
Person owns a controlling interest in CapRock Investors and is the president
and a director of Williamsburg. As a result of the relationships described
above, (i) each of the Reporting Person and CapRock Investors shares or may
be deemed to share the power to vote and dispose of all of the shares of
Common Stock held of record by CapRock Investors, (ii) each of the Reporting
Person and Williamsburg shares or may be deemed to share the power to vote
and dispose of all of the shares of Common Stock held of record by
Williamsburg and (iii) each of the Reporting Person and his spouse shares or
may be deemed to share the power to vote and dispose of all of the shares of
Common Stock held of record by his spouse. Accordingly, the Reporting Person
may be deemed to be a beneficial owner of all of the shares held of record
collectively by himself, CapRock Investors, Williamsburg and his spouse.
CapRock Investors has filed a separate Schedule 13D to report its beneficial
ownership of shares of Common Stock of the Issuer.
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Page 6 of 8 Pages
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT 1 Registration Statement on Form S-4 (Incorporated herein
by reference to the Registration Statement on Form S-4,
as amended, filed by the Issuer with the Commission on
June 22, 1998, SEC File No. 333-57365).
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Page 7 of 8 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: September 3, 1998 /s/ Jere W. Thompson, Sr.
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Jere W. Thompson, Sr.
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Page 8 of 8 Pages
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EXHIBIT PAGE
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EXHIBIT 1 Registration Statement on Form S-4
(Incorporated herein by reference to the
Registration Statement on Form S-4, as
amended, filed by the Issuer with the
Commission on June 22, 1998, SEC File No.
333-57365).
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