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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): October 2, 2000
McLEODUSA INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 0-20763 42-1407240
(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification Number)
McLeodUSA Technology Park
6400 C Street S.W., P.O. Box 3177
Cedar Rapids, IA 52406-3177
(Address of Principal (Zip Code)
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
On October 2, 2000, McLeodUSA Incorporated, a Delaware corporation
("McLeodUSA"), CapRock Communications Corp., a Texas corporation
("CapRock"), and Cactus Acquisition Corp., a Delaware corporation and
a newly-formed, wholly-owned subsidiary of McLeodUSA ("Cactus"),
entered into a definitive agreement and plan of merger (the "Merger
Agreement"), pursuant to which McLeodUSA will acquire 100% of the
voting securities of CapRock. In the transaction, each share of
CapRock common stock will be exchanged for 0.3876 of a share of
McLeodUSA Class A common stock (the "Exchange Ratio"). The Merger
Agreement provides that Cactus will merge with and into CapRock (the
"Merger") so that CapRock will be the surviving corporation and will
be wholly-owned by McLeodUSA. The transaction is intended to be tax-
free to the shareholders of CapRock.
McLeodUSA has agreed to register under the Securities Act of 1933
the shares of its Class A common stock to be issued in the Merger.
Under the terms of the Merger Agreement, each outstanding option to
purchase shares of CapRock common stock issued under the CapRock stock
option plans will become or be replaced by an option to purchase a
number of shares of McLeodUSA Class A common stock equal to the number
of shares of CapRock common stock that could have been purchased under
the CapRock stock option multiplied by the Exchange Ratio, at a price
per share of McLeodUSA Class A common stock equal to (A) the aggregate
exercise price for the shares of CapRock common stock otherwise
purchasable pursuant to such CapRock stock option divided by (B) the
aggregate number of shares of McLeodUSA Class A common stock deemed
purchasable in accordance with the foregoing.
In addition, certain CapRock shareholders, including Jere W.
Thompson, Jr., the Chairman of the Board and Chief Executive Officer,
and Mark Langdale, a director, owning in excess of 50% of the
outstanding shares of CapRock common stock, have agreed to vote their
shares in favor of the transaction. Concurrently with the execution of
the Merger Agreement, McLeodUSA, Jere W. Thompson, Jr., Mark Langdale,
and certain other shareholders have entered into a Voting and
Agreement whereby such shareholders have agreed to vote their shares
in favor of the transaction and have given an option to McLeodUSA to
acquire their shares.
The Boards of Directors of the two companies have approved the
transaction. The merger is subject to a number of customary
conditions, including approval of CapRock's shareholders and the
expiration or early termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The companies anticipate the Merger will close in the first quarter of
2001.
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The foregoing description of the Merger Agreement, and the
transactions contemplated thereby, does not purport to be complete and
is qualified in its entirety by reference to the Merger Agreement,
Voting and Option Agreement, and Voting Agreement with McLeodUSA, all
of which are attached hereto as exhibits and incorporated by reference
herein. A copy of the press release, dated October 2, 2000, issued by
CapRock and McLeodUSA regarding the above-described transactions is
attached as Exhibit 99.3 hereto and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits
2.1 Agreement and Plan of Merger by and among McLeodUSA
Incorporated, Cactus Acquisition Corp. and CapRock
Communications Corp., dated as of October 2, 2000
(filed as Exhibit 2.1 to the Current Report on Form 8-
K of the CapRock Communications Corp., File No. 0-
24581 (the "CapRock 8-K"), filed with the SEC on
October 10, 2000 and incorporated herein by
reference).
99.1 Voting and Option Agreement with McLeodUSA (filed as
Exhibit 99.1 to the CapRock 8-K and incorporated
herein by reference).
99.2 Voting Agreement with McLeodUSA (filed as Exhibit 99.2
to the CapRock 8-K and incorporated herein by
reference).
99.3 Joint Press Release issued by McLeodUSA Incorporated
and CapRock Communications Corp. on October 2, 2000
(filed as Exhibit 99.3 to the CapRock 8-K and
incorporated herein by reference).
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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: October 12, 2000 McLEODUSA INCORPORATED
By: /s/ Randall Rings
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Randall Rings
Group Vice President, Secretary and
General Counsel
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger by and among McLeodUSA
Incorporated, Cactus Acquisition Corp. and CapRock
Communications Corp., dated as of October 2, 2000 (filed
as Exhibit 2.1 to the Current Report on Form 8-K of the
CapRock Communications Corp., File No. 0-24581 (the
"CapRock 8-K"), filed with the SEC on October 10, 2000
and incorporated herein by reference).
99.1 Voting and Option Agreement with McLeodUSA (filed as
Exhibit 99.1 to the CapRock 8-K and incorporated herein
by reference).
99.2 Voting Agreement with McLeodUSA (filed as Exhibit 99.2
to the CapRock 8-K and incorporated herein by
reference).
99.3 Joint Press Release issued by McLeodUSA Incorporated and
CapRock Communications Corp. on October 2, 2000 (filed
as Exhibit 99.3 to the CapRock 8-K and incorporated
herein by reference).
