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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):
October 2, 2000
CapRock Communications Corp.
(Exact Name of Registrant as Specified in Charter)
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Texas 0-24581 75-2765572
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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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
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
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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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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: October 6, 2000
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Exhibit Index
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Exhibit
Number Description
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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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