UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Splitrock Services, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
848636304
(CUSIP Number)
December 31, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[x] Rule 13d-1(d)
* 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 in 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>
CUSIP No. 848636304 Schedule 13G Page 2 of 7 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
William R. Wilson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ] (b) [ ]
3
SEC USE ONLY:
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
Citizen of the United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER 9,439,600
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 9,439,600
8 SHARED DISPOSITIVE POWER 0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9,439,600
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
16.6%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
<PAGE>
Item 1.
(a) Name of Issuer
Splitrock Services, Inc.
(b) Address of Issuer's Principal Executive Offices
9012 New Trails Drive
The Woodlands, Texas 77381
Item 2.
(a) Name of Person Filing
The persons filing this Schedule 13G are
William R. Wilson and his wife, Claudia
Wilson, as trustee of the William R. Wilson
Grantor Retained Annuity Trust.
(b) Address of Principal Business Office or, if none,
Residence
The residence address of both Mr. and Mrs. Wilson is:
16 West Wedgewood Glen
The Woodlands, Texas 77381
(c) Citizenship
Mr. and Mrs. Wilson are citizens of the
United States.
(d) Title of Class of Securities
Common Stock, par value $.001
(e) CUSIP Number
848363304
Item 3. If this statement is filed pursuant to sections 240.13d-
1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
Not applicable.
<PAGE>
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned
William Wilson beneficially owns 9,439,600
shares of Common Stock, which include
8,439,600 shares he owns and 1,000,000 shares
that his wife, Claudia Wilson beneficially
owns as trustee of the William R. Wilson
Grantor Retained Annuity Trust.
William Wilson dislcaims benefical
ownership of the 1,000,000 shares owned
by Claudia Wilson, as trustee of the
William R. Wilson Grantor Retained Annuity
Trust.
Splitrock Services, Inc. ("Splitrock") and
McLeodUSA, Inc. ("McLeod") entered into an
amended and restated agreement and plan of
merger, dated February 11, 2000, ("Merger
Agreement") pursuant to which McLeod, through
its newly-formed, wholly-owned subsidiary
Southside Acquisition Corporation, will
acquire 100% of the voting securities of
Splitrock.
In connection with the execution of the
Merger Agreement, William Wilson and Claudia
Wilson, as trustee of the William R. Wilson
Grantor Retained Annuity Trust, have entered
into stock option agreements, dated as of
February 11, 2000, with McLeod (the "Stock
Option Agreements"), which grant McLeod an
option to purchase the outstanding voting
shares of Splitrock held by each of William
Wilson and Claudia Wilson, as trustee of the
William R. Wilson Grantor Retained Annuity
Trust, in the event that the merger
contemplated by the Merger Agreement is not
consummated.
In addition, William Wilson and Claudia
Wilson, as trustee of the William R. Wilson
Grantor Retained Annuity Trust, have entered
into voting agreements, dated as of February
11, 2000, with McLeod (the "Voting
Agreements") pursuant to which William Wilson
and Claudia Wilson, as trustee of the William
R. Wilson Grantor Retained Annuity Trust have
each agreed to vote all of their shares in
favor of the Merger Agreement.
(b) Percent of class
William Wilson beneficially owns 16.6% of
Splitrock Services, Inc.
<PAGE>
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the
vote:
William Wilson has sole voting power
over 8,439,600 shares of Common Stock,
subject to the Voting Agreement referred
to in Item 4(a) above.
(ii) Shared power to vote or to direct the
vote:
William Wilson and Claudia Wilson, as
trustee of the William R. Wilson Grantor
Retained Annuity Trust, have shared
voting power over 1,000,000 shares of
Common Stock, subject to the Voting
Agreements referred to in Item 4(a)
above.
(iii) Sole power to dispose or to direct the
disposition of:
William Wilson has the sole power to
dispose of the 8,439,600 shares of
Common Stock, subject to the Stock
Option Agreement referred to in Item
4(a) above.
(iv) Shared power to dispose or to direct the
disposition of:
William Wilson and Claudia Wilson, as
trustee of the William R. Wilson Grantor
Retained Annuity Trust, share power to
dispose of over 1,000,000 shares of
Common Stock, subject to the Stock
Option Agreements referred to in Item
4(a) above.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class or
securities, check the following [ ].
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
<PAGE>
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or
influencing the control of the issuer of the securities
and were not acquired and are not held in connection
with or as a participant in any transaction having that
purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
/s/ William R. Wilson
________________
WILLIAM R. WILSON
Dated: February 11, 2000
