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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29,1997
REGISTRATION NO. 333-27647
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MCLEODUSA INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4813 42-1407240
(PRIMARY STANDARD (I.R.S. EMPLOYER
(STATE OR OTHER INDUSTRIAL IDENTIFICATION NUMBER)
JURISDICTION OF CLASSIFICATION CODE
INCORPORATION OR NUMBER)
ORGANIZATION)
MCLEODUSA TECHNOLOGY PARK
6400 C STREET, SW, P.O. BOX 3177
CEDAR RAPIDS, IA 52406-3177
(319) 364-0000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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CLARK E. MCLEOD
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
MCLEODUSA INCORPORATED
MCLEODUSA TECHNOLOGY PARK
6400 C STREET, SW, P.O. BOX 3177
CEDAR RAPIDS, IA 52406-3177
(319) 364-0000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
JOSEPH G. CONNOLLY, JR., ESQ.
NANCY J. KELLNER, ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004
(202) 637-5600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Post Effective
Amendment.
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If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
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EXPLANATORY NOTE
This Post Effective Amendment No. 1 is being filed to add a sticker supplement
to the Prospectus dated July 28, 1997 relating to the offer to exchange all
outstanding 10 1/2% Senior Discount Notes Due March 1, 2007 for 10 1/2% Senior
Discount Notes Due March 1, 2007 which are registered herein (the "Exchange
Offer"). Although the Exchange Offer expired on August 29, 1997, under certain
circumstances, the Prospectus may be utilized to satisfy certain prospectus
delivery requirements. The sticker supplement provides for the incorporation
by reference of certain Securities Exchange Act of 1934, as amended (the
"Exchange Act"), periodic reports, including reports filed subsequent to the
filing of this post effective amendment.
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Supplement Dated December 29, 1997 to Prospectus dated July 28, 1997
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by McLeodUSA Incorporated (the "Company")
(File No. 0-20763) with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), hereby are incorporated by reference in this Prospectus.
1. The Company's Quarterly Reports on Form 10-Q for the periods ended June
30, 1997 and September 30, 1997, filed with the Commission pursuant to
the Exchange Act, including all amendments thereto.
2. The Company's Current Report on Form 8-K dated October 9, 1997 filed
with the Commission pursuant to the Exchange Act, including all
amendments thereto.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Supplement and prior
to the termination of any offering made by this Prospectus shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents (each such document being hereinafter
referred to as an "Incorporated Document"). Any statement contained in this
Prospectus shall be deemed to be modified or superseded to the extent that a
statement contained in any subsequently filed Incorporated Document modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the Incorporated Documents (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference
into such documents). Such requests should be directed to McLeodUSA
Incorporated, McLeodUSA Technology Park, 6400 C Street, SW, P.O. Box 3177,
Cedar Rapids, IA 52406-3177, telephone number: (319) 364-0000, Attention:
General Counsel.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 22. UNDERTAKINGS
Item 22 is supplemented to include the following undertaking:
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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SIGNATURES
Pursuant to the requirements of Securities Act, the Company has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cedar Rapids, Iowa, on this 29th day
of December, 1997.
McLeodUSA Incorporated
By: /s/ Clark E. McLeod
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CLARK E. MCLEOD CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons, in the capacities
indicated below, on this 29th day of December, 1997.
SIGNATURE TITLE
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/s/ Clark E. McLeod Chairman, Chief Executive
- ------------------------------------- Officer and Director (Principal
CLARK E. MCLEOD Executive Officer)
/s/ Richard A. Lumpkin Vice Chairman and Director
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RICHARD A. LUMPKIN
* President, Chief Operating
- ------------------------------------- Officer and Director
STEPHEN C. GRAY
* Chief Financial Officer,
- ------------------------------------- Executive Vice President,
BLAKE O. FISHER, JR. Corporate Administration,
Treasurer and Director
(Principal Financial Officer)
/s/ Robert J. Currey Group President,
- ------------------------------------- Telecommunications Services and
ROBERT J. CURREY Director
* Vice President, Finance,
- ------------------------------------- Corporate Controller and
JOSEPH H. CERYANEC Principal Accounting Officer
(Principal Accounting Officer)
* Director
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RUSSELL E. CHRISTIANSEN
* Director
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THOMAS M. COLLINS
* Director
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PAUL D. RHINES
* Director
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LEE LIU
*By: /s/ Clark E. McLeod
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Clark E. McLeod
Attorney-in-Fact
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