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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 10, 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, IA (Zip Code)
(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 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.
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 10, 1999.
* * * * *
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
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<S> <C>
99.1 Press Release, dated February 10, 1999, announcing the Company's intent
to raise up to $250 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 11, 1999
/s/ Randall Rings
By: _________________________________
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 10, 1999,
announcing the Company's intent to raise up
to $250 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
Cedar Rapids, Iowa, February 10, 1999--McLeodUSA Incorporated
(NASDAQ/NMS:MCLD), announced today it plans to raise approximately $250
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.
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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