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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): March 10, 1998
MCLEODUSA INCORPORATED
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-20763 42-1407240
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
Number)
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6400 C Street, S.W., P.O. Box 3177, Cedar Rapids, IA 52406-3177
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (319) 364-0000
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
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PROPOSED PRIVATE DEBT OFFERING
On March 10, 1998, the Company issued a press release announcing that
it plans to raise approximately $200 million in a proposed private offering of
senior notes due 2008 (i) to "qualified institutional buyers" (as defined in
Rule 144A under the Securities Act of 1933) and (ii) pursuant to offers and
sales that occur outside the United States in accordance with Regulation S under
the Securities Act of 1933.
On March 11, 1998, the Company issued a second press release to
announce an update to its plans to raise approximately $300 million in a
proposed private offering of 8.375% senior notes due March 15, 2008 (i) to
"qualified institutional buyers" (as defined in Rule 144A under the Securities
Act of 1933) and (ii) pursuant to offers and sales that occur outside the United
States in accordance with Regulation S under the Securities Act of 1933.
Enclosed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K
are the texts of the March 10, 1998 and March 11, 1998 press releases.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(c) Exhibits.
99.1 Press Release, dated March 10, 1998, announcing the Company's intent
to raise up to $200 million in a proposed private debt offering of
senior notes due 2008.
99.2 Press Release, dated March 11, 1998, announcing an update to the
Company's intent to raise up to $300 million in a proposed private
debt offering of 8.375% senior notes due March 15, 2008.
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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.
Date: March 20, 1998 McLEODUSA INCORPORATED
By: /s/ Stephen C. Gray
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Stephen C. Gray
President and Chief Operating
Officer
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EXHIBIT INDEX
Page Number in
Exhibit Number Exhibit Sequential Numbering System
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99.1 Press Release, dated March 10, 1998,
announcing the Company's intent to
raise up to $200 million in a proposed
private debt offering of senior notes
due 2008.
99.2 Press Release, dated March 11, 1998,
announcing an update to the Company's
intent to raise up to $300 million in
a proposed private debt offering of
8.375% senior notes due March 15, 2008.
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EXHIBIT 99.1
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[McLEODUSA LOGO APPEARS HERE]
McLeodUSA Incorporated
McLeodUSA Technology Park
6400 C Street SW, PO Box 3177
Cedar Rapids, IA 52406-3177
Press and Investor Contact: Bryce E. Nemitz
[email protected]
Phone: (319) 298-7800
FAX: (319) 298-7767
FOR IMMEDIATE RELEASE
MCLEODUSA ANNOUNCES PROPOSED PRIVATE DEBT OFFERING
Cedar Rapids, Iowa, March 10, 1998 - McLeodUSA Incorporated
(NASDAQ/NMS:MCLD), announced today it plans to raise approximately $200 million
in a proposed private offering of senior notes to "qualified institutional
buyers" as defined in Rule 144A under the Securities Act of 1933 and pursuant to
offers and sales that occur outside the United States in accordance with
Regulation S under the Securities Act of 1933.
McLeodUSA intends to use the proceeds from the proposed private
offering, along with funds available from prior offerings and from other
financing sources, to fund expanded development and construction costs of the
Company's fiber optic network including the expansion of intra-city fiber optic
networks; accelerated market expansion activities of the Company's
telecommunications business; potential acquisitions, joint ventures and
strategic alliances; the development, construction and operation of a PCS
system; construction of the Company's corporate headquarters buildings; and for
additional working capital and general corporate purposes, including funding
operating deficits and net losses. The Company expects that a substantial amount
of the proceeds
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of the Offering will be used to create funding capacity for the Company's
proposed expansion of intra-city fiber optic networks.
The senior notes proposed to be offered by McLeodUSA will not be
registered under the Securities Act of 1933 or any state securities laws and,
unless so registered may not be offered or sold except pursuant to an
applicable exemption from the registration requirements of the Securities Act of
1933 and applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the proposed senior note.
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EXHIBIT 99.2
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[McLEODUSA LOGO APPEARS HERE]
McLeodUSA Incorporated
McLeodUSA Technology Park
6400 C Street SW, PO Box 3177
Cedar Rapids IA 52406-3177
Press and Investor Contact: Bryce E. Nemitz
[email protected]
Phone: (319) 298-7800
FAX: (319) 298-7767
FOR IMMEDIATE RELEASE
MCLEODUSA PROPOSED PRIVATE DEBT OFFERING - UPDATE
Cedar Rapids, Iowa, March 11, 1998 - McLeodUSA Incorporated
(NASDAQ/NMS:MCLD), announced today an update of its plans for a proposed private
offering of senior notes. The Company now plans to raise approximately $300
million due March 15, 2008 in a proposed private offering of 8.375% senior
notes to "qualified institutional buyers" as defined in Rule 144A under the
Securities Act of 1933 and pursuant to offers and sales that occur outside the
United States in accordance with Regulation S under the Securities Act of 1933.
McLeodUSA intends to use the proceeds from the proposed private
offering, along with funds available from prior offerings and from other
financing sources, to fund expanded development and construction costs of the
Company's fiber optic network including the expansion of intra-city fiber optic
networks; accelerated market expansion activities of the Company's
telecommunications business; potential acquisitions, joint ventures and
strategic alliances; the development, construction and operation of a PCS
system; construction of the Company's corporate headquarters buildings; and for
additional working capital and general corporate purposes, including funding
operating deficits and net losses. The Company expects that a substantial amount
of the proceeds of the Offering will be used to create funding capacity for the
Company's proposed expansion of intra-city fiber optic networks.
The senior notes proposed to be offered by McLeodUSA will not be
registered under the Securities Act of 1933 or any state securities laws and,
unless so registered, may not be offered or sold except pursuant to an
applicable exemption from the registration requirements of the Securities Act of
1933 and applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the proposed senior note.
