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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): February 11, 1999
McLEODUSA INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 0-20763 42-1407240
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification Number)
of Incorporation)
McLeodUSA Technology Park 52406-3177
6400 C Street, S.W., P.O. Box 3177, Cedar Rapids, (Zip Code)
IA
(Address of Principal Executive Offices)
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
Proposed Private Debt Offering
After the close of The Nasdaq Stock Market, Inc.'s National Market System
("Nasdaq NMS") on the evening of February 10, 1999, the Company issued a press
release announcing that it plans to raise approximately $250 million in a
proposed private offering of senior notes due 2009 (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. After
the close of the Nasdaq NMS on February 11, 1999, the Company issued a second
press release to announce an increase in the amount of debt it plans to raise
from $250 million to approximately $500 million in its proposed private
offering of 8.125% senior notes due February 15, 2009.
Enclosed as Exhibit 99.1 to this Current Report on Form 8-K, and
incorporated by reference herein, is the text of the press release issued by
the Company on the evening of February 11, 1999.
* * * * *
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
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99.1 Press Release, dated February 11, 1999, announcing the Company's intent
to raise up to $500 million in a proposed private debt offering of senior
notes due 2009.
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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.
McLeodUSA Incorporated
Date: February 12, 1999
By: /s/ Randall Rings
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Randall Rings
Vice President, Secretary and
General Counsel
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EXHIBIT INDEX
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Page Number
in Sequential
Exhibit Number Exhibit Numbering System
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99.1 Press Release, dated February 11, 1999,
announcing the Company's intent to raise up
to $500 million in a proposed private debt
offering of senior notes due 2009.
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EXHIBIT 99.1
[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--Update
Cedar Rapids, Iowa, February 11, 1999--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
$500 million due February 15, 2009, in a proposed offering of 8.125% 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.
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 notes.
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