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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. 2)*
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 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 1,167,705
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER 5,857,341
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(9) SOLE DISPOSITIVE
POWER 1,167,705
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(10) SHARED DISPOSITIVE
POWER 5,857,341
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
7,025,046
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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)
21.1%
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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 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 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 initially 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.
On September 4, 1998, the Reporting Person filed a Schedule 13D (the
"Schedule 13D") to reflect 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.
During the period from November 2, 1999 through November 30, 1999, the
Reporting Person sold on the open market an aggregate of 317,000 shares of the
Common Stock of the Issuer. On December 22, 1999, the Reporting Person donated
to various charities 53,165 shares of Common Stock of the Issuer. During the
period from January 20, 2000 through January 28, 2000, the Reporting Person's
spouse sold on the open market an aggregate of 109,000 shares of the Common
Stock of the Issuer. The Reporting Person filed Amendement No. 1 to the
Schedule 13D to report the acquisitions and dispositions of Common Stock of the
Issuer from November 1999 through January 2000.
On February 22, 2000, the Reporting Person received, as a pro rata
distribution, 1,338,705 shares of Common Stock of the Issuer from CapRock
Investors, a Texas joint venture of which the Reporting Person is a general
partner. Additionally, the Reporting Person's spouse received 53,400 shares of
Common Stock of the Issuer from such distribution from CapRock Investors. Prior
to that, from the period February 2, 2000 to February 15, 2000, the Reporting
Person's spouse sold in the open market an aggregate 171,000 shares of Common
Stock of the Issuer at an average price of $49.42 per share. Additionally, on
February 1, 2000, the Reporting Person sold on the open market 34,921 shares of
Common Stock of the Issuer at a price of $44.53 per share. Additionally, on
April 25, 2000, the Reporting Person gifted to his wife 171,000 shares of Common
Stock of the Issuer. This Amendment No. 2 to the Schedule 13D is being filed to
report the acquisitons and dispositons of the Common Stock of the Issuer in
February 2000, as described above.
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Page 5 of 8 Pages
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Item 4. PURPOSE OF TRANSACTION.
The Reporting Person will continue to evaluate market conditions and the
business of the Issuer to determine possible future dispositions of the Common
Stock of the Issuer. Depending upon such market conditions, the Reporting Person
and the Reporting Person's spouse intend to make future dispositions up to the
maximum allowable amount under applicable federal securities laws. Other than as
set forth above, 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.
During the period from November 2, 1999 through November 30, 1999, the
Reporting Person sold on the open market an aggregate of 317,000 shares of the
Common Stock of the Issuer. On December 22, 1999, the Reporting Person donated
to various charities 53,165 shares of Common Stock of the Issuer. During the
period from January 20, 2000 through January 28, 2000, the Reporting Person's
spouse sold on the open market an aggregate of 109,000 shares of the Common
Stock of the Issuer.
On February 22, 2000, the Reporting Person received, as a pro rata
distribution, 1,338,705 shares of Common Stock of the Issuer from CapRock
Investors, a Texas joint venture of which the Reporting Person is a general
partner. Additionally, the Reporting Person's spouse received 53,400 shares of
Common Stock of the Issuer from such distribution from CapRock Investors. Prior
to that, from the period February 2, 2000 to February 15, 2000, the Reporting
Person's spouse sold in the open market an aggregate 171,000 shares of Common
Stock of the Issuer at an average price of $49.42 per share. Additionally, on
February 1, 2000, the Reporting Person sold on the open market 34,921 shares of
Common Stock of the Issuer at a price of $44.53 per share. Additionally, on
April 25, 2000, the Reporting Person gifted to his wife 171,000 shares of Common
Stock of the Issuer.
Of the 7,025,046 shares of Common Stock (constituting approximately 21.1%
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 is the record holder of 4,320,981 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
234,077 shares and the Reporting Person is the record holder of 1,167,705
shares. The Reporting Person has the sole voting and dispositive power with
respect to the 1,167,705 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: May 15, 2000 /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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