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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):
December 7, 2000
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McLeodUSA Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 0-20763 42-1407240
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
McLeodUSA Technology Park
6400 C Street S.W., P.O. Box 3177
Cedar Rapids, IA 45201-2301
(Address of principal executive offices) (Zip Code)
(319) 364-0000
(Registrant's Telephone Number)
None
(Former Name, or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
On December 7, 2000, McLeodUSA Incorporated, a Delaware corporation
("McLeodUSA"), and CapRock Communications Corp., a Texas corporation
("CapRock"), completed a merger (the "Merger"), whereby Cactus Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of McLeodUSA
("Sub"), merged with and into CapRock, pursuant to an Agreement and Plan of
Merger dated as of October 2, 2000 (the "Merger Agreement"), among McLeodUSA,
Sub and CapRock. CapRock survived the Merger as a wholly owned subsidiary of
McLeodUSA.
McLeodUSA issued a press release announcing the completion of the Merger
on December 7, 2000, a copy of which is attached hereto as Exhibit 99.1.
Pursuant to the Merger and the other transactions contemplated by the
Merger Agreement, each share of common stock, par value $0.01 per share (the
"CapRock Common Stock"), of CapRock was converted into the right to receive
0.3876 a share of Class A common stock, par value $0.01 per share (the
"McLeodUSA Class A Common Stock"), of McLeodUSA and cash in lieu of fractional
shares of McLeodUSA Class A Common Stock. McLeodUSA will issue approximately
15 million shares of McLeodUSA Class A Common Stock in exchange for shares of
CapRock Common Stock.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated December 7, 2000, announcing the
completion of the Merger.
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SIGNATURE
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,
/s/ Randall Rings
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Randall Rings
Group Vice President, Secretary and
General Counsel
Date: December 12, 2000
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INDEX TO EXHIBITS
Exhibit
Exhibit 99.1 Press Release dated December 7, 2000, announcing the
completion of the Merger.
