<PAGE>
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, 2000
McLEODUSA INCORPORATED
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 0-20763 42-1407240
(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification Number)
</TABLE>
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
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
Attached as Exhibit 99.1 to this Current Report on Form 8-K, and
incorporated by reference herein, is the text of a press release issued by the
Company on February 11, 2000.
* * * *
Some of the statements contained in this Current Report on Form 8-K discuss
future expectations, contain projections of results of operations or financial
condition or state other forward-looking information. Those statements are
subject to known and unknown risks, uncertainties and other factors that could
cause the actual results to differ materially from those contemplated by the
statements. The "forward-looking" information is based on various factors and
was derived using numerous assumptions. In some cases, these so-called forward-
looking statements can be identified by words like "may," "will," "should,"
"expects," "plans," "anticipates," "believes," estimates," "predicts,"
"potential," or "continue" or the negative of those words and other comparable
words. These statements only reflect the prediction of the Company. Actual
events or results may differ substantially. Important factors that could cause
actual results of the Company to be materially different from the forward-
looking statements include availability of financing and regulatory approvals,
the number of potential customers in a target market, the existence of strategic
alliances or relationships, technological, regulatory or other developments in
the industry, changes in the competitive climate in which the Company operates
and the emergence of future opportunities, all of which could cause actual
results and experience of the Company to differ materially from anticipated
results and expectations expressed in the forward-looking statements contained
herein. These and other applicable risks are summarized under the caption "Risk
Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, which is filed with the Securities and Exchange Commission.
2
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Description.
------------
(c) Exhibits.
99.1 Press Release, dated February 11, 2000.
3
<PAGE>
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: February 11, 2000 McLEODUSA INCORPORATED
By: /s/ Randall Rings
-------------------
Randall Rings
Vice President, Secretary and
General Counsel
4
<PAGE>
EXHIBIT INDEX
99.1 Press Release, dated February 11, 2000.
5
<PAGE>
Exhibit 99.1 Press Release issued February 11, 2000.
[McLEODUSA LOGO]
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) 790-7800
FAX: (319) 790-7767
FOR IMMEDIATE RELEASE
---------------------
McLeods Sell Portion of McLeodUSA Stock
Retain 18 Million Shares
Cedar Rapids, Iowa - February 11, 2000 - McLeodUSA Incorporated (Nasdaq:
MCLD) today announced that its chairman and CEO Clark McLeod and his wife Mary
have sold approximately 1.4 million shares of McLeodUSA stock. The shares sold
by the McLeods will reduce their holdings by 2 percent over the 1999 level.
They will retain approximately 18 million shares with a current market value of
approximately $1.2 billion. Proceeds from the sale will be used to pay tax,
debt and charitable obligations.
McLeodUSA, founded in June of 1991, is a provider of integrated
telecommunications services to business and residential customers. The
Company's telecommunications customers are located in 12 Midwest and Rocky
Mountain states, with 9 additional expansion states to be added. McLeodUSA is a
facilities-based telecommunications provider with 27 switches, 679,000 local
lines, 8,100 employees, and over 10,000 route miles of fiber optic network. In
the next 12 months, the Company's publishing subsidiaries plan to distribute 24
million copies of competitive directories in 22 states, expected to reach nearly
41 million people.
# # #