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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
November 1, 2000
CapRock Communications Corp.
(Exact Name of Registrant as Specified in Charter)
Texas 0-24581 75-2765572
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
15601 Dallas Parkway, Suite 700
Dallas, Texas 75248
Address of Principal Executive Offices, including zip code
(972) 982-9500
Registrant's Telephone Number, including area code
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
CapRock Communication Corp., a Texas corporation ("CapRock"),
McLeodUSA Incorporated, a Delaware corporation ("McLeodUSA"), and
Cactus Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of McLeodUSA ("Cactus"), entered into an Agreement and Plan
of Merger dated as of October 2, 2000 (the "Merger Agreement"), which
provides for the merger of Cactus with and into CapRock. One of the
closing conditions set forth in the Merger Agreement is the receipt by
CapRock of the written consent (the "Requisite Consent") of the holders
of at least a majority of the aggregate principal amount of each series
of CapRock Notes (defined below) outstanding to the matters set forth
in CapRock's consent solicitation dated October 11, 2000 (the "Consent
Solicitation").
On October 27, 2000, the Requisite Consent was obtained
pursuant to the Consent Solicitation with respect to amendments to the
Indenture dated as of July 16, 1998, pursuant to which the CapRock 12%
Senior Notes due 2008 (the "CapRock 1998 Notes") were issued and the
Indenture dated as of May 18, 1999, pursuant to which the CapRock
11 1/2% Senior Notes due 2009 were issued (the "CapRock 1999 Notes"
and, together with the CapRock 1998 Notes, the "CapRock Notes").
CapRock and Chase Manhattan Trust Company, National Association, as
trustee, executed supplemental indentures which give effect or will
give effect, after the satisfaction of certain other conditions, to the
amendments proposed in the Consent Solicitation. A copy of the
supplemental indentures is being filed with this report as Exhibits
4.1 and 4.2.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits
4.1 First Supplemental Indenture, dated as of November 1,
2000, to Indenture dated as of July 16, 1998 between
CapRock Communications Corp. and Chase Manhattan Trust
Company, National Association, as successor Trustee.
4.2 First Supplemental Indenture, dated as of November 1,
2000, to Indenture dated as of May 18, 1999 between
CapRock Communications Corp. and Chase Manhattan Trust
Company, National Association, as Trustee.
4.3 Indenture dated as of July 16, 1998, among CapRock
Communications Corp., CapRock Telecommunications,
CapRock Fiber, IWL Communications, Incorporated and
PNC Bank, National Association, Trustee (filed as
Exhibit 4.1 to the Registration Statement on Form S-4,
as amended, of CapRock Communications Corp., File No.
333-64699, filed with the SEC on September 29, 1998
and incorporated herein by reference).
4.4 Indenture dated as of May 18, 1999, between CapRock
Communications Corp. and Chase Manhattan Trust
Company, National Association, Trustee (filed as
Exhibit 4.8 to the Registration Statement on Form
S-4, as amended, of CapRock Communications Corp., File
No. 333-82557, filed with the SEC on July 9, 1999 and
incorporated herein by reference).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAPROCK COMMUNICATIONS CORP.
By: /s/ Jere W. Thompson, Jr.
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Jere W. Thompson, Jr.
Chief Executive Officer
Dated: November 3, 2000
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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4.1 First Supplemental Indenture, dated as of November 1,
2000, to Indenture dated as of July 16, 1998 between
CapRock Communications Corp. and Chase Manhattan Trust
Company, National Association, as successor Trustee.
4.2 First Supplemental Indenture, dated as of November 1,
2000, to Indenture dated as of May 18, 1999 between
CapRock Communications Corp. and Chase Manhattan Trust
Company, National Association, as Trustee.
4.3 Indenture dated as of July 16, 1998, among CapRock
Communications Corp., CapRock Telecommunications,
CapRock Fiber, IWL Communications, Incorporated and
PNC Bank, National Association, Trustee (filed as
Exhibit 4.1 to the Registration Statement on Form S-4,
as amended, of CapRock Communications Corp., File No.
333-64699, filed with the SEC on September 29, 1998
and incorporated herein by reference).
4.4 Indenture dated as of May 18, 1999, between CapRock
Communications Corp. and Chase Manhattan Trust
Company, National Association, Trustee (filed as
Exhibit 4.8 to the Registration Statement on Form
S-4, as amended, of CapRock Communications Corp., File
No. 333-82557, filed with the SEC on July 9, 1999 and
incorporated herein by reference).
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