CAPROCK COMMUNICATIONS CORP
8-K, 2000-10-10
COMMUNICATIONS SERVICES, NEC
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<PAGE>   1


                       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):
                                 October 2, 2000


                          CapRock Communications Corp.
               (Exact Name of Registrant as Specified in Charter)


<TABLE>
<S>                                       <C>                                <C>
     Texas                                0-24581                                75-2765572
---------------                          ----------                          -------------------
(State or other                          (Commission                          (I.R.S. Employer
jurisdiction of                          File Number)                        Identification No.)
incorporation)
</TABLE>

                         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)


<PAGE>   2

ITEM 5.           OTHER EVENTS

                           On October 2, 2000, CapRock Communications Corp., a
                  Texas corporation ("CapRock"), McLeodUSA Incorporated, a
                  Delaware corporation ("McLeodUSA"), and Cactus Acquisition
                  Corp., a Delaware corporation and a newly-formed, wholly-owned
                  subsidiary of McLeodUSA ("Cactus"), entered into a definitive
                  agreement and plan of merger (the "Merger Agreement"),
                  pursuant to which McLeodUSA will acquire 100% of the voting
                  securities of CapRock. In the transaction, each share of
                  CapRock common stock will be exchanged for .3876 of a share of
                  McLeodUSA Class A common stock (the "Exchange Ratio"). The
                  Merger Agreement provides that Cactus will merge with and into
                  CapRock (the "Merger") so that CapRock will be the surviving
                  corporation and will be wholly-owned by McLeodUSA. The
                  transaction is intended to be tax-free to the shareholders of
                  CapRock.

                           McCleodUSA has agreed to register under the
                  Securities Act of 1933 the shares of its Class A common stock
                  to be issued in the Merger. Under the terms of the Merger
                  Agreement, each outstanding option to purchase shares of
                  CapRock common stock issued under the CapRock stock option
                  plans will become or be replaced by an option to purchase a
                  number of shares of McLeodUSA Class A common stock equal to
                  the number of shares of CapRock common stock that could have
                  been purchased under the CapRock stock option multiplied by
                  the Exchange Ratio, at a price per share of McLeodUSA Class A
                  common stock equal to (A) the aggregate exercise price for the
                  shares of CapRock common stock otherwise purchasable pursuant
                  to such CapRock stock option divided by (B) the aggregate
                  number of shares of McLeodUSA Class A common stock deemed
                  purchasable in accordance with the foregoing.

                           In addition, certain CapRock shareholders, including
                  Jere W. Thompson, Jr., the Chairman of the Board and Chief
                  Executive Officer, and Mark Langdale, a director, who together
                  own in excess of 50% of the outstanding shares of CapRock
                  common stock, have agreed to vote their shares in favor of the
                  transaction. Concurrently with the execution of the Merger
                  Agreement, McLeodUSA, Jere W. Thompson, Jr., Mark Langdale,
                  and certain other shareholders have entered into a Voting and
                  Option Agreement whereby such shareholders have agreed to vote
                  their shares in favor of the transaction and have given an
                  option to McLeodUSA to acquire their shares.

                           The Boards of Directors of the two companies have
                  approved the transaction. The merger is subject to a number of
                  customary conditions, including approval of CapRock's
                  shareholders and the expiration or early termination of the
                  applicable waiting period under the Hart-Scott-Rodino
                  Antitrust Improvements


                                       2
<PAGE>   3

                  Act of 1976, as amended. The companies anticipate the Merger
                  will close in the first quarter of 2001.

                           Also on October 2, 2000, CapRock and certain
                  subsidiaries and affiliates entered into a $100 million
                  secured Credit Agreement with The Chase Manhattan Bank (the
                  "Credit Agreement"), the proceeds of which can be used for
                  general working capital. The Credit Agreement will give
                  CapRock access to $100 million with $50 million available
                  through December 31, 2000 and the full $100 million available
                  thereafter through May 30, 2001 on which date all amounts
                  become due and payable.

                           The foregoing description of the Merger Agreement,
                  and the transactions contemplated thereby, does not purport to
                  be complete and is qualified in its entirety by references to
                  the Merger Agreement, the Voting and Option Agreement, the
                  Voting Agreement with McLeodUSA and the Credit Agreement, all
                  of which are attached hereto as exhibits and incorporated by
                  reference herein. A copy of the press release, dated October
                  2, 2000, issued by CapRock and McLeodUSA regarding the
                  above-described transactions is attached as Exhibit 99.3
                  hereto and incorporated by reference.

ITEM 7.           FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                  EXHIBITS

                  (c)      Exhibits

                           2.1      Agreement and Plan of Merger by and among
                                    McLeodUSA Incorporated, Cactus Acquisition
                                    Corp. and CapRock Communications Corp.,
                                    dated as of October 2, 2000.

                           99.1     Voting and Option Agreement with McLeodUSA.

                           99.2     Voting Agreement with McLeodUSA.

                           99.3     Joint Press Release issued by McLeodUSA
                                    Incorporated and CapRock Communications
                                    Corp. on October 2, 2000.

                           99.4     Credit Agreement by and between CapRock
                                    Communications Corp., CapRock
                                    Telecommunications Corp., CapRock Fiber
                                    Network, Ltd., and The Chase Manhattan Bank.


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<PAGE>   4



                                   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.
                                              -------------------------------
                                              Jere W. Thompson, Jr.
                                              Chief Executive Officer

Dated:  October 6, 2000


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<PAGE>   5

                                  Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number                                      Description
------                                      -----------

<S>            <C>
2.1            Agreement and Plan of Merger by and among McLeodUSA Incorporated,
               Cactus Acquisition Corp. and CapRock Communications Corp., dated
               as of October 2, 2000.

99.1           Voting and Option Agreement with McLeodUSA.

99.2           Voting Agreement with McLeodUSA.

99.3           Joint Press Release issued by McLeodUSA Incorporated and CapRock
               Communications Corp. on October 2, 2000.

99.4           Credit Agreement by and between CapRock Communications Corp.,
               CapRock Telecommunications Corp., CapRock Fiber Network, Ltd.,
               and The Chase Manhattan Bank.
</TABLE>



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