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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): January 16, 2001
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) 790-7800
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
On January 16, 2001, we sold $750,000,000 of our 11-3/8% senior notes due
January 1, 2009 (the "Senior Notes") in an underwritten public offering. We
received approximately $734,250,000 in net proceeds (before expenses) from the
offering.
The offering was made pursuant to a Prospectus Supplement dated January 4,
2001 and filed with the SEC on January 8, 2001 pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, as part of our universal shelf registration
statement on Form S-3 (Reg. No. 333-82851).
Copies of the: (1) Underwriting Agreement, dated January 4, 2001, among
McLeodUSA and the Underwriters named therein, (2) form of global 11-3/8% senior
note due 2009, (3) Senior Debt Securities Indenture, dated January 15, 2001,
between McLeodUSA and United States Trust Company of New York, as trustee, and
(4) First Supplemental Indenture, dated January 15, 2001, between McLeodUSA and
United States Trust Company of New York, as trustee, are enclosed as Exhibits
1.1, 3.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and
incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1.1 Underwriting Agreement, dated January 4, 2001, among McLeodUSA
and the Underwriters named therein.
3.1 Form of global 11-3/8% senior note due 2009.
4.1 Senior Debt Securities Indenture, dated January 15, 2001,
between McLeodUSA and United States Trust Company of New York,
as trustee.
4.2 First Supplemental Indenture, dated January 15, 2001, between
McLeodUSA and United States Trust Company of New York, as
trustee.
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the
Senior Notes.
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: January 18, 2001 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
1.1 Underwriting Agreement, dated January 4, 2001, among McLeodUSA and
the Underwriters named therein.
3.1 Form of global 11-3/8% senior note due 2009.
4.1 Senior Debt Securities Indenture, dated January 15, 2001, between
McLeodUSA and United States Trust Company of New York, as trustee.
4.2 First Supplemental Indenture, dated January 15, 2001, between McLeodUSA
and United States Trust Company of New York, as trustee.
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the Senior
Notes.
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