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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(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.1)*
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.
15601 Dallas Parkway, Suite 700
Dallas, Texas 75001, (972) 982-9500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 22, 2000
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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 which 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).
(Continued on following page(s))
Page 1 of 11 Pages
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CUSIP No. 140667 10 6 13D Page 2 of 11 Pages
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(1) Names of Reporting Persons.
Jere W. Thompson, Jr.
I.R.S. Identification Nos. of Above Persons
(ENTITIES ONLY)
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds*
00
- --------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
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Number of Shares (7) Sole Voting Power
Beneficially Owned 1,034,781*
by Each Reporting ---------------------------------------------------
Person With (8) Shared Voting Power
6,443,995
---------------------------------------------------
(9) Sole Dispositive Power
1,034,781*
---------------------------------------------------
(10) Shared Dispositive Power
6,443,995
* Includes 17,000 shares subject to currently
exerciseable options
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
7,478,776
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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)
22.5%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 140667 10 6 13D Page 3 of 11 Pages
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(1) Names of Reporting Persons.
Greenway Holdings, L.P.
I.R.S. Identification Nos. of Above Persons
(ENTITIES ONLY)
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds*
OO
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(5) Check Box 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
Texas
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Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting ---------------------------------------------------
Person With (8) Shared Voting Power
2,014,082
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(9) Sole Dispositive Power
0
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(10) Shared Dispositive Power
2,014,082
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,014,082
- --------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
6.1%
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(14) Type of Reporting Person*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 140667 10 6 13D Page 4 of 11 Pages
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(1) Names of Reporting Persons.
CapRock Investors
I.R.S. Identification Nos. of Above Persons
(ENTITIES ONLY)
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds*
OO
- --------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Texas
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
4,320,981
--------------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------------
(10) Shared Dispositive Power
4,320,981
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,320,981
- --------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
13.0%
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(14) Type of Reporting Person*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 5 of 11 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 15601 Dallas Parkway, Suite 700, Dallas, Texas
75001. 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 (i) Jere W. Thompson, Jr.; (ii)
Greenway Holdings, L.P., a Texas limited partnership ("Greenway"); and (iii)
CapRock Investors, a Texas joint venture ("CapRock Investors") (collectively,
the "Reporting Persons"). Jere W. Thompson, Jr. is the general partner of
Greenway and the managing general partner of CapRock Investors. In addition to
Jere W. Thompson, Jr., the following persons are also general partners in
CapRock Investors: Jere W. Thompson, Sr., Margaret D. Thompson, Michael D.
Thompson, Patrick J. Thompson, Margaret T. Nelson, Kimberly T. Thornton, David
E. Thompson, Christopher D. Thompson and Mark Langdale (collectively, the "Other
General Partners" and together with Mr. Thompson, the managing general
partner, the "General Partners").
(b) The business address of each of the Reporting Persons is 15601 Dallas
Parkway, Suite 700, Dallas, Texas 75001. The business address or residence
address of each of the Other General Partners is as follows: Jere W. Thompson,
Sr.: 3838 Oak Lawn Avenue, Suite 1850, Dallas, Texas 75219-4519; Margaret D.
Thompson: 4217 Armstrong Parkway, Dallas, Texas 75205; Michael D. Thompson: 3037
Milton, Dallas, Texas 75205; Patrick J. Thompson: 4434 Gloster, Dallas, Texas
75220; Margaret T. Nelson: 4425 Hyer, Dallas, Texas 75205; Kimberly T. Thornton:
P. O. Box 1345, Telluride, Colorado 81435; David E. Thompson: 4409 Shoal Creek
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Page 6 of 11 Pages
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Blvd., Austin, Texas 78756; Christopher D. Thompson: 3121 Amherst, Dallas,
Texas 75225; and Mark Langdale: 5950 Berkshire Lane, Suite 990, Dallas, Texas
75225.
(c) The present principal occupation of Jere W. Thompson, Jr. is Chief
Executive Officer and Chairman of the Board and a director of the Issuer. The
principal business of Greenway is to implement and effectuate the investment
activities of Jere W. Thompson, Jr. and his family, including securities of
other entities. The principal business of CapRock Investors is to hold, for
investment purposes only, shares of Common Stock of the Issuer. The present
principal occupation of each of the Other General Partners is as follows: Jere
W. Thompson, Sr.: investment executive; Margaret D. Thompson: housewife;
Michael D. Thompson: international franchisor for a convenience store chain;
Patrick J. Thompson: telecommunications business executive; Margaret T. Nelson:
housewife; Kimberly T. Thornton: housewife; David E. Thompson: management
information systems executive; Christopher D. Thompson: construction industry
contractor; and Mark Langdale: President of Posadas USA, Inc., a hotel
management company.
(d) In the past five years, none of the Reporting Persons or the Other
General Partners has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) In the past five years, none of the Reporting Persons or the Other
General Partners has 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 organization for Greenway and CapRock Investors is
Texas. The place of citizenship of Jere W. Thompson, Jr. and the Other
General Partners is the United States of America.
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Page 7 of 11 Pages
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Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Persons 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, 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.
On February 22, 2000, CapRock Investors, one of the Reporting Persons, made
a partial pro rata distribution to the General Partners of 4,329,903 shares of
Common Stock of the Issuer. Jere W. Thompson, Jr., one of the Reporting Persons
and managing general partner, received 1,008,461 shares from such distribution.
Prior to that, in February of 1999, Jere W. Thompson, Jr. received 1,320 shares
of common stock of the Issuer as a bona fide gift. Additionally Jere W.
Thompson, Jr. is eligible to participate in the Issuer's 1998 Equity Incentive
Plan and has from time to time received grants of options to purchase common
stock of the Issuer thereunder. In December of 1999, Jere W. Thompson, Jr.
acquired 8,000 shares of common stock of the Issuer by the exercise of an option
grant awarded to him under such Equity Incentive Plan.
On September 4, 1998, the Reporting Persons filed a Schedule 13D (the
"Schedule 13D") to reflect the Reporting Persons ownership of the shares of the
Common Stock that the Reporting Persons received in exchange for their shares of
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Page 8 of 11 Pages
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Telecommunications common stock or their partnership interests in the
Partnership as a result of the consummation of the Transaction. This Amendment
No. 1 to the Schedule 13D is being filed to reflect the subsequent acquisitions
and dispositions of shares of common stock of the Issuer by Jere W. Thompson,
Jr. and CapRock Investors.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons currently hold the shares of Common Stock
reported on hereunder for investment purposes. None of the Reporting Persons or
the Other General Partners currently has any 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.
On February 22, 2000, CapRock Investors, one of the Reporting Persons, made
a partial pro rata distribution to the General Partners of 4,329,903 shares of
Common Stock of the Issuer. Jere W. Thompson, Jr., one of the Reporting Persons
and managing general partner, received 1,008,461 shares from such distribution.
Prior to that, in February of 1999, Jere W. Thompson, Jr. received 1,320 shares
of common stock of the Issuer as a bona fide gift. Additionally Jere W.
Thompson, Jr. is eligible to participate in the Issuer's 1998 Equity Incentive
Plan and has from time to time received grants of options to purchase common
stock of the Issuer thereunder. In December of 1999, Jere W. Thompson, Jr.
acquired 8,000 shares of common stock of the Issuer by the exercise of an option
grant awarded to him under such Equity Incentive Plan.
Of the 7,478,776 shares of Common Stock (constituting 22.5% of the issued
and outstanding shares of Common Stock of the Issuer as of the date of this
Amendment No. 1 to the Schedule 13D) beneficially held by Jere W. Thompson, Jr.,
Jere Thompson, Jr. is the record holder of 1,017,781 shares and holds a
currently exercisable option to acquire 17,000 shares (collectively, 3.1%),
CapRock Investors is the record holder of 4,320,981 shares (13.0%), CapRock
Systems, Inc., a Texas corporation ("CapRock Systems"), is the record holder of
108,932 shares and Greenway is the record holder of 2,014,082 shares (6.1%).
Jere W. Thompson, Jr. is the managing general partner and owns a controlling
interest in CapRock Investors, is a 50% stockholder and officer and director of
CapRock Systems, and is the general partner of Greenway. As a result of the
relationships described above, (i) each of Jere W. Thompson, Jr. and Greenway
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 Greenway, (ii) each of Jere W.
Thompson, Jr. and CapRock Systems 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
Systems and (iii) each of Jere W. Thompson, Jr. 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. Accordingly, each of CapRock
Investors and Greenway may be deemed to be the beneficial owner of all shares of
Common stock held of record by it, and Jere W.
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Page 9 of 11 Pages
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Thompson, Jr. may be deemed to be a beneficial owner of all of the shares
held of record collectively by Greenway, CapRock Systems and CapRock
Investors.
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 10 of 11 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 and agrees that this statement may be jointly
filed on his behalf and each of Greenway Holdings, L.P. and CapRock Investors.
/s/ Jere W. Thompson, Jr.
Date: May 15, 2000 ---------------------------------------
Jere W. Thompson, Jr.
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct and agrees that this statement may be jointly
filed on behalf of it and each of Jere W. Thompson, Jr. and CapRock Investors.
Date: May 15, 2000 GREENWAY HOLDINGS, L.P.
By: /s/ Jere W. Thompson, Jr.
--------------------------------------
Jere W. Thompson, Jr., General Partner
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct and agrees that this statement may be jointly filed
on behalf of it and each of Jere W. Thompson, Jr. and Greenway Holdings, L.P.
Date: May 15, 2000 CAPROCK INVESTORS
By: /s/ Jere W. Thompson, Jr.
----------------------------------------
Jere W. Thompson, Jr., Managing Venturer
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Page 11 of 11 Pages
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<TABLE>
<CAPTION>
EXHIBIT PAGE
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<S> <C> <C>
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).
</TABLE>
