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Prospectus Supplement Rule 424(b)(3)
(To Prospectus dated October 30, 2000) (Registration No. 333-48248)
McLEODUSA INCORPORATED
OFFER TO EXCHANGE
Its 11-1/2% Senior Notes Due May 1, 2009
for Any and All of the Outstanding
11-1/2% Senior Notes Due May 1, 2009
of CapRock Communications Corp.
McLeodUSA Incorporated (the "Company"), upon the terms and subject to
conditions set forth in the Prospectus, dated October 30, 2000 (as amended or
supplemented as of the date hereof, the "Prospectus"), and accompanying letter
of transmittal (the "Letter of Transmittal") (which together with this
Prospectus Supplement constitute the "Exchange Offer"), hereby extends its offer
to exchange its 11-1/2% Senior Notes due May 1, 2009 (the "McLeodUSA Notes") for
any and all of the outstanding 11-1/2% Senior Notes due May 1, 2009 of CapRock
Communications Corp. (the "CapRock Notes").
The Exchange Offer has been extended for two (2) additional days and will
expire at 5:00 p.m., New York City time, on December 7, 2000, or such later date
and time to which it is extended (the "Expiration Date").
As of 3:00 p.m., New York City time, on December 5, 2000, approximately
$186,607,000 aggregate principal amount of the $210,000,000 aggregate principal
amount of issued and outstanding CapRock Notes had been tendered for exchange
with the Exchange Agent. Unless otherwise defined herein, capitalized terms in
this Prospectus Supplement have the same meaning as in the Prospectus. The
amended terms of the Exchange Offer set forth above supplement and should be
read in conjunction with the Prospectus, which, except to the extent modified by
this Prospectus Supplement, is incorporated herein by reference.
December 5, 2000
