SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996
OR
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from ______ to ______
Commission File Number: 0-20763
McLEOD, INC.
---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 58-421407240
- ----------------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
221 Third Avenue SE, Suite 500
Cedar Rapids, IA 52401
- ----------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (319) 364-0000
Securities registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $.01 per share
------------------------------------------------
Title of Class
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing price of the registrant's common stock as of
March 19, 1997 is $328,114,167. */
-
The number of shares outstanding of each of the registrant's classes of common
stock, as of the latest practicable date is:
Class A Common Stock, par value $.01 per share, outstanding as of March 19,
1997: 36,989,242
Class B Common Stock, par value $.01 per share, outstanding as of March 19,
1997: 15,625,929
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents incorporated by reference and the Part
of the Form 10-K into which the document is incorporated:
(1) Portions of the definitive proxy statement for the Annual Meeting of
Stockholders to be held on May 29, 1997, to be filed within 120 days after
the end of the registrant's fiscal year, are incorporated by reference into
Part III, Items 10 - 13 of the Form 10-K.
- ----------
*/ Solely for the purposes of this calculation, all directors and executive
- -
officers of the registrant and all stockholders beneficially owning more than 5%
of the registrant's common stock are considered to be affiliates.
EXPLANATORY NOTE
This Form 10-K/A is being filed to amend Item 14(a)(3) solely to file Exhibit
10.94.
2
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)(3) The following exhibits are either provided herewith or are
incorporated herein by reference:
Exhibit
Number Exhibit Description
------- -------------------
2.1 Agreement and Plan of Reorganization dated April 28, 1995
among Midwest Capital Group Inc., MWR Telecom, Inc. and
McLeod, Inc. (Filed as Exhibit 2.1 to Registration
Statement on Form S-1, File No. 333-3112 ("Initial Form
S-1"), and incorporated herein by reference).
2.2 Agreement and Plan of Reorganization dated as of July 12,
1996 among Ruffalo, Cody & Associates, Inc., certain
shareholders of Ruffalo, Cody & Associates, Inc. and
McLeod, Inc. (Filed as Exhibit 2 to Current Report on
Form 8-K, File No. 0-20763, filed with the Commission on
July 29, 1996 and incorporated herein by reference).
2.3 Agreement and Plan of Reorganization dated as of August
15, 1996 among Telecom USA Publishing Group, Inc. and
McLeod, Inc. (Filed as Exhibit 2 to Current Report on
Form 8-K, File No. 0-20763, filed with the Commission on
August 26, 1996 and incorporated herein by reference).
2.4 Agreement and Plan of Reorganization dated as of January
27, 1997 among McLeod, Inc., Digital Communications of
Iowa, Inc., Clark E. McLeod and Mary E. McLeod. (Filed as
Exhibit 2 to Current Report on Form 8-K, File No. 0-
20763, filed with the Commission on February 24, 1997 and
incorporated herein by reference).
3.1 Amended and Restated Certificate of Incorporation of
McLeod, Inc. (Filed as Exhibit 3.1 to Initial Form S-1
and incorporated herein by reference).
3.2 Amended and Restated Bylaws of McLeod, Inc. (Filed as
Exhibit 3.2 to Registration Statement on Form S-1, File
No. 333-13885 ("November Form S-1"), and incorporated
herein by reference).
4.1 Form of Class A Common Stock Certificate of McLeod, Inc.
(Filed as Exhibit 4.1 to Initial Form S-1 and
incorporated herein by reference).
*4.2 Indenture dated March 4, 1997 between McLeod, Inc. and
United States Trust Company of New York, as Trustee,
relating to the 10 1/2% Senior Discount Notes Due 2007 of
McLeod, Inc.
*4.3 Initial Global 10 1/2% Senior Discount Note Due March 1,
2007 of McLeod, Inc., dated March 4, 1997.
*4.4 Form of Certificated 10 1/2% Senior Discount Note Due
March 1, 2007 of McLeod, Inc.
*4.5 Registration Agreement dated March 4, 1997 among McLeod,
Inc., Salomon Brothers Inc and Morgan Stanley & Co.
Incorporated.
4.6 Investor Agreement dated as of April 1, 1996 among
McLeod, Inc., IES Investments Inc., Midwest Capital Group
Inc., MWR Investments Inc., Clark and Mary McLeod, and
certain other stockholders. (Filed as Exhibit 4.8 to
Initial Form S-1 and incorporated herein by reference).
3
Exhibit
Number Exhibit Description
------ -------------------
4.7 Amendment No. 1 to Investor Agreement dated as of October
23, 1996 by and among McLeod, Inc., IES Investments Inc.,
Midwest Capital Group Inc., MWR Investments Inc., Clark
E. McLeod and Mary E. McLeod. (Filed as Exhibit 4.3 to
November Form S-1 and incorporated herein by reference).
10.1 Credit Agreement dated as of May 16, 1994 among McLeod,
Inc., McLeod Network Services, Inc., McLeod
Telemanagement, Inc., McLeod Telecommunications, Inc. and
The First National Bank of Chicago. (Filed as Exhibit
10.1 to Initial Form S-1 and incorporated herein by
reference).
10.2 First Amendment to Credit Agreement dated as of June 17,
1994 among McLeod, Inc., McLeod Network Services, Inc.,
McLeod Telemanagement, Inc., McLeod Telecommunications,
Inc. and The First National Bank of Chicago. (Filed as
Exhibit 10.2 to Initial Form S-1 and incorporated herein
by reference).
10.3 Second Amendment to Credit Agreement dated as of December
1, 1994 among McLeod, Inc., McLeod Network Services,
Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc. and The First National Bank of
Chicago. (Filed as Exhibit 10.3 to Initial Form S-1 and
incorporated herein by reference).
10.4 Third Amendment to Credit Agreement dated as of May 31,
1995 among McLeod, Inc., McLeod Network Services, Inc.,
McLeod Telemanagement, Inc., McLeod Telecommunications,
Inc., MWR Telecom, Inc. and The First National Bank of
Chicago. (Filed as Exhibit 10.4 to Initial Form S-1 and
incorporated herein by reference).
10.5 Fourth Amendment to Credit Agreement dated as of July 28,
1995 among McLeod, Inc., McLeod Network Services, Inc.,
McLeod Telemanagement, Inc., McLeod Telecommunications,
Inc., MWR Telecom, Inc. and The First National Bank of
Chicago. (Filed as Exhibit 10.5 to Initial Form S-1 and
incorporated herein by reference).
10.6 Fifth Amendment to Credit Agreement dated as of October
18, 1995 among McLeod, Inc., McLeod Network Services,
Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc., MWR Telecom, Inc. and The First
National Bank of Chicago. (Filed as Exhibit 10.6 to
Initial Form S-1 and incorporated herein by reference).
10.7 Sixth Amendment to Credit Agreement dated as of March 29,
1996 among McLeod, Inc., McLeod Network Services, Inc.,
McLeod Telecommunications, Inc., MWR Telecom, Inc. and
The First National Bank of Chicago. (Filed as Exhibit
10.7 to Initial Form S-1 and incorporated herein by
reference).
10.8 Security Agreement dated as of May 16, 1994 among McLeod,
Inc., McLeod Network Services, Inc., McLeod
Telemanagement, Inc., McLeod Telecommunications, Inc. and
The First National Bank of Chicago. (Filed as Exhibit
10.8 to Initial Form S-1 and incorporated herein by
reference).
10.9 First Amendment to Security Agreement dated as of
December 1, 1994 among McLeod, Inc., McLeod Network
Services, Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc. and The First National Bank of
Chicago. (Filed as Exhibit 10.9 to Initial Form S-1 and
incorporated herein by reference).
4
Exhibit
Number Exhibit Description
------ -------------------
10.10 Support Agreement dated as of December 1, 1994 among IES
Diversified Inc., McLeod, Inc., McLeod Network Services,
Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc. and The First National Bank of
Chicago. (Filed as Exhibit 10.10 to Initial Form S-1 and
incorporated herein by reference).
10.11 Agreement Regarding Support Agreement dated December 1994
between McLeod, Inc. and IES Diversified Inc. (Filed as
Exhibit 10.11 to Initial Form S-1 and incorporated herein
by reference).
10.12 Agreement Regarding Guarantee dated May 16, 1994 between
McLeod, Inc. and IES Diversified Inc. (Filed as Exhibit
10.12 to Initial Form S-1 and incorporated herein by
reference).
10.13 Joinder to and Assumption of Credit Agreement dated as of
April 28, 1995 between McLeod Merging Co. and The First
National Bank of Chicago. (Filed as Exhibit 10.13 to
Initial Form S-1 and incorporated herein by reference).
10.14 Joinder to and Assumption of Security Agreement dated as
of April 28, 1995 between McLeod Merging Co. and The
First National Bank of Chicago. (Filed as Exhibit 10.14
to Initial Form S-1 and incorporated herein by
reference).
10.15 Letter from The First National Bank of Chicago to James
L. Cram dated April 28, 1995 regarding extension of the
termination date under the Credit Agreement. (Filed as
Exhibit 10.15 to Initial Form S-1 and incorporated herein
by reference).
10.16 Credit Agreement dated as of March 29, 1996 among McLeod,
Inc., McLeod Network Services, Inc., McLeod
Telemanagement, Inc., McLeod Telecommunications, Inc. MWR
Telecom, Inc. and The First National Bank of Chicago.
(Filed as Exhibit 10.16 to Initial Form S-1 and
incorporated herein by reference).
10.17 Agreement for Construction Related Services dated as of
October 17, 1995 between City Signal Fiber Services, Inc.
and McLeod Network Services, Inc. (Filed as Exhibit 10.17
to Initial Form S-1 and incorporated herein by
reference).
10.18 Construction Services Agreement dated March 27, 1996
between City Signal Fiber Services, Inc. and McLeod
Network Services, Inc. (Filed as Exhibit 10.18 to Initial
Form S-1 and incorporated herein by reference).
10.19 Fiber Optic Use Agreement dated as of February 14, 1996
between McLeod Network Services, Inc. and Galaxy Telecom,
L.P. (Filed as Exhibit 10.19 to Initial Form S-1 and
incorporated herein by reference).
10.20 Agreement dated as of July 11, 1994 between McLeod
Network Services, Inc. and KLK Construction. (Filed as
Exhibit 10.20 to Initial Form S-1 and incorporated herein
by reference).
10.21 Lease Agreement dated September 5, 1995 between State of
Iowa and MWR Telecom, Inc. (Filed as Exhibit 10.21 to
Initial Form S-1 and incorporated herein by reference).
10.22 Lease Agreement dated September 5, 1995 between State of
Iowa and McLeod Network Services, Inc. (Filed as Exhibit
10.22 to Initial Form S-1 and incorporated herein by
reference).
5
Exhibit
Number Exhibit Description
------ ------------------
10.23 Contract dated September 5, 1995 between Iowa
Telecommunications and Technology Commission and MWR
Telecom, Inc. (Filed as Exhibit 10.23 to Initial Form S-1
and incorporated herein by reference).
10.24 Contract dated June 27, 1995 between Iowa National Guard
and McLeod Network Services, Inc. (Filed as Exhibit 10.24
to Initial Form S-1 and incorporated herein by
reference).
10.25 Addendum Number One to Contract dated September 5, 1995
between Iowa National Guard and McLeod Network Services,
Inc. (Filed as Exhibit 10.25 to Initial Form S-1 and
incorporated herein by reference).
10.26 U S WEST Centrex Plus Service Rate Stability Plan dated
October 15, 1993 between McLeod Telemanagement, Inc. and
U S WEST Communications, Inc. (Filed as Exhibit 10.26 to
Initial Form S-1 and incorporated herein by reference).
10.27 U S WEST Centrex Plus Service Rate Stability Plan dated
July 17, 1993 between McLeod Telemanagement, Inc. and U S
WEST Communications, Inc. (Filed as Exhibit 10.27 to
Initial Form S-1 and incorporated herein by reference).
10.28 Ameritech Centrex Service Confirmation of Service Orders
dated various dates in 1994, 1995 and 1996 between McLeod
Telemanagement, Inc. and Ameritech Information Industry
Services. (Filed as Exhibit 10.28 to Initial Form S-1 and
incorporated herein by reference).
10.29 Lease Agreement dated as of December 28, 1993 between
2060 Partnership and McLeod Telemanagement, Inc., as
amended by Amendments First to Ninth dated as of July 3,
1994, March 25,1994, June 22, 1994, August 12, 1994,
September 12, 1994, September 20, 1994, November 16,
1994, September 20, 1995 and January 6, 1996,
respectively. (Filed as Exhibit 10.29 to Initial Form S-1
and incorporated herein by reference).
10.30 Lease Agreement dated as of May 24, 1995 between 2060
Partnership and McLeod Telemanagement, Inc. (Filed as
Exhibit 10.30 to Initial Form S-1 and incorporated herein
by reference).
10.31 Lease Agreement dated October 31, 1995 between I.R.F.B.
Joint Venture and McLeod Telemanagement, Inc. (Filed as
Exhibit 10.31 to Initial Form S-1 and incorporated herein
by reference).
10.32 First Amendment to Lease Agreement dated as of November
20, 1995 between I.R.F.B. Joint Venture and McLeod
Telemanagement, Inc. (Filed as Exhibit 10.32 to Initial
Form S-1 and incorporated herein by reference).
10.33 Uniform Purchase Agreement dated July 22, 1993 between
McLeod, Inc. and Hill's Maple Crest Farms Partnership.
(Filed as Exhibit 10.33 to Initial Form S-1 and
incorporated herein by reference).
10.34 Master Right-of-Way Agreement dated July 27, 1994 between
McLeod Network Services, Inc. and IES Industries Inc.
(Filed as Exhibit 10.34 to Initial Form S-1 and
incorporated herein by reference).
10.35 Master Right-of-Way and Tower Use Agreement dated
February 13, 1996 between IES Industries Inc. and McLeod,
Inc. (Filed as Exhibit 10.35 to Initial Form S-1 and
incorporated herein by reference).
10.36 Master Pole, Duct and Tower Use Agreement dated February
20, 1996 between MidAmerican Energy Company and McLeod,
Inc. (Iowa and South Dakota). (Filed as Exhibit 10.36 to
Initial Form S-1 and incorporated herein by reference).
6
Exhibit
Number Exhibit Description
------ -------------------
10.37 Master Pole, Duct and Tower Use Agreement dated February
20, 1996 between MidAmerican Energy Company and McLeod,
Inc. (Illinois). (Filed as Exhibit 10.37 to Initial Form
S-1 and incorporated herein by reference).
10.38 Settlement Agreement dated March 18, 1996 between U S
WEST Communications, Inc. and McLeod Telemanagement, Inc.
(Filed as Exhibit 10.38 to Initial Form S-1 and
incorporated herein by reference).
10.39 Agreement dated August 4, 1995 between Vadacom, Inc. and
McLeod Telemanagement, Inc. (Filed as Exhibit 10.39 to
Initial Form S-1 and incorporated herein by reference).
10.40 McLeod Telecommunications, Inc. 1992 Incentive Stock
Option Plan. (Filed as Exhibit 10.40 to Initial Form S-1
and incorporated herein by reference).
10.41 McLeod, Inc. 1993 Incentive Stock Option Plan. (Filed as
Exhibit 10.41 to Initial Form S-1 and incorporated herein
by reference).
10.42 McLeod, Inc. 1995 Incentive Stock Option Plan. (Filed as
Exhibit 10.42 to Initial Form S-1 and incorporated herein
by reference).
10.43 McLeod Telecommunications, Inc. Director Stock Option
Plan. (Filed as Exhibit 10.43 to Initial Form S-1 and
incorporated herein by reference).
10.44 Promissory Note dated July 18, 1995 between Kirk E.
Kaalberg and McLeod, Inc. (Filed as Exhibit 10.44 to
Initial Form S-1 and incorporated herein by reference).
10.45 Promissory Note dated March 29, 1996 between Stephen K.
Brandenburg and McLeod, Inc. (Filed as Exhibit 10.45 to
Initial Form S-1 and incorporated herein by reference).
10.46 Agreement dated April 28, 1995 among McLeod, Inc., McLeod
Telecommunications, Inc., McLeod Telemanagement, Inc.,
McLeod Network Services, Inc. and Clark E. McLeod. (Filed
as Exhibit 10.46 to Initial Form S-1 and incorporated
herein by reference).
+10.47 Telecommunications Services Agreement dated March 14,
1994 between WiITeI, Inc. and McLeod Telemanagement,
Inc., as amended. (Filed as Exhibit 10.47 to Initial Form
S-1 and incorporated herein by reference).
10.48 Amendment to Contract Addendum A to Contract No. 2102
dated March 31, 1993 between the Iowa Department of
General Services and McLeod Telecommunications, Inc.
(Filed as Exhibit 10.48 to Initial Form S-1 and
incorporated herein by reference).
7
Exhibit
Number Exhibit Description
------ -------------------
10.49 Construction Services Agreement dated June 30, 1995
between MFS Network Technologies, Inc. and MWR Telecom,
Inc. (Filed as Exhibit 10.49 to Initial Form S-1 and
incorporated herein by reference).
10.50 First Amendment to Agreement Regarding Support Agreement
dated May 14, 1996 among McLeod, Inc., IES Diversified
Inc. and IES Investments Inc. (Filed as Exhibit 10.50 to
Initial Form S-1 and incorporated herein by reference).
10.51 First Amendment to Agreement Regarding Guarantee dated
May 14, 1996 among McLeod, Inc., IES Diversified Inc. and
IES Investments Inc. (Filed as Exhibit 10.51 to Initial
Form S-1 and incorporated herein by reference).
10.52 Amended and Restated Directors Stock Option Plan of
McLeod, Inc. (Filed as Exhibit 10.52 to Initial Form S-1
and incorporated herein by reference).
10.53 Forms of Employment, Confidentiality and Non-Competition
Agreement between McLeod, Inc. and certain employees of
McLeod, Inc. (Filed as Exhibit 10.53 to Initial Form S-1
and incorporated herein by reference).
10.54 Form of Change-of-Control Agreement between McLeod, Inc.
and certain employees of McLeod, Inc. (Filed as Exhibit
10.54 to Initial Form S-1 and incorporated herein by
reference).
10.55 McLeod, Inc. 1996 Employee Stock Option Plan, as amended.
(Filed as Exhibit 10.55 to November Form S-1 and
incorporated herein by reference).
*10.56 McLeod, Inc. Employee Stock Purchase Plan, as amended.
10.57 Form of Indemnity Agreement between McLeod, Inc. and
certain officers and directors of McLeod, Inc. (Filed as
Exhibit 10.57 to Initial Form S-1 and incorporated herein
by reference).
10.58 License Agreement dated April 24, 1996 between PageMart,
Inc. and MWR Telecom, Inc. (Filed as Exhibit 10.58 to
Initial Form S-1 and incorporated herein by reference).
10.59 Assignment of Purchase Agreement dated August 15, 1996
between Ryan Properties, Inc. and McLeod, Inc. (Filed as
Exhibit 10.59 to November Form S-1 and incorporated
herein by reference).
10.60 Assignment of Purchase Agreement dated August 14, 1996
between Ryan Properties, Inc. and McLeod, Inc. (Filed as
Exhibit 10.60 to November Form S-1 and incorporated
herein by reference).
10.61 Asset Purchase Agreement dated September 4, 1996 between
Total Communication Services, Inc. and McLeod
Telemanagement, Inc. (Filed as Exhibit 10.61 to November
Form S-1 and incorporated herein by reference).
10.62 First Amendment to Asset Purchase Agreement dated
September 30, 1996 between Total Communication Services,
Inc. and McLeod Telemanagement, Inc. (Filed as Exhibit
10.62 to November Form S-1 and incorporated herein by
reference).
10.63 McLeod, Inc. Incentive Plan. (Filed as Exhibit 10.63 to
November Form S-1 and incorporated herein by reference).
8
Exhibit
Number Exhibit Description
------ -------------------
10.64 Amended and Restated Credit Agreement dated as of May 5,
1996 among Telecom*USA Publishing Group, Inc.,
Telecom*USA Publishing Company and Telecom*USA
Neighborhood Directories, Inc. and Norwest Bank Iowa,
National Association. (Filed as Exhibit 10.64 to November
Form S-1 and incorporated herein by reference).
10.65 First Amendment to Amended and Restated Credit Agreement
dated as of January 31, 1996 by and between Telecom*USA
Publishing Group, Inc., Telecom*USA Publishing Company
and Telecom*USA Neighborhood Directories, Inc. and
Norwest Bank Iowa, National Association. (Filed as
Exhibit 10.65 to November Form S-1 and incorporated
herein by reference).
10.66 Lease Agreement dated as of September 26, 1994 between
Ryan Properties, Inc. and Ruffalo, Cody & Associates,
Inc. (Filed as Exhibit 10.66 to November Form S-1 and
incorporated herein by reference).
10.67 First Lease Amendment dated as of April 12, 1995 between
Ryan Properties, Inc. and Ruffalo, Cody & Associates,
Inc. (Filed as Exhibit 10.67 to November Form S-1 and
incorporated herein by reference).
10.68 Lease Agreement dated as of July 18, 1995 between 2060
Partnership, L.P. and Telecom*USA Publishing Company.
(Filed as Exhibit 10.68 to November Form S-1 and
incorporated herein by reference).
10.69 Lease Agreement dated April 26, 1995 by and between A.M.
Henderson and Telecom*USA Publishing Company. (Filed as
Exhibit 10.69 to November Form S-1 and incorporated
herein by reference).
10.70 License Agreement dated as of April 19, 1994, between
Ameritech Information Industry Services and Telecom*USA
Publishing Company. (Filed as Exhibit 10.70 to November
Form S-1 and incorporated herein by reference).
10.71 License Agreement dated September 13, 1993 between U S
WEST Communications, Inc. and Telecom*USA Publishing
Company. (Filed as Exhibit 10.71 to November Form S-1 and
incorporated herein by reference).
10.72 Form of McLeod, Inc. Directors Stock Option Plan Option
Agreement. (Filed as Exhibit 10.72 to November Form S-1
and incorporated herein by reference).
10.73 Forms of McLeod, Inc. 1996 Employee Stock Option Plan
Incentive Stock Option Agreement. (Filed as Exhibit 10.73
to November Form S-1 and incorporated herein by
reference).
10.74 Forms of McLeod, Inc. 1996 Employee Stock Option Plan
Non-Incentive Stock Option Agreement. (Filed as Exhibit
10.74 to November Form S-1 and incorporated herein by
reference).
10.75 Option Agreement dated April 27, 1995 between Fronteer
Directory Company, Inc. and Telecom*USA Publishing
Company. (Filed as Exhibit 10.75 to November Form S-1 and
incorporated herein by reference).
10.76 Promissory Note dated May 5, 1995 between Telecom*USA
Publishing Company and Fronteer Directory Company, Inc.
(Filed as Exhibit 10.76 to November Form S-1 and
incorporated herein by reference).
9
Exhibit
Number Exhibit Description
------ -------------------
10.77 Security Agreement dated May 5, 1995 between Telecom*USA
Publishing Company and Fronteer Directory Company, Inc.
(Filed as Exhibit 10.77 to November Form S-1 and
incorporated herein by reference).
10.78 Design/Build Construction Contract dated September 17,
1996 between Ryan Construction Company of Minnesota, Inc.
and McLeod, Inc. (Filed as Exhibit 10.78 to November Form
S-1 and incorporated herein by reference).
10.79 Guaranty Agreement dated as of October 17, 1996 by
McLeod, Inc. in favor of Kirkwood Community College.
(Filed as Exhibit 10.79 to November Form S-1 and
incorporated herein by reference).
10.80 Industrial New Jobs Training Agreement dated as of
October 31, 1996 between Kirkwood Community College and
McLeod Telemanagement, Inc. (Filed as Exhibit 10.80 to
November Form S-1 and incorporated herein by reference).
10.81 Industrial New Jobs Training Agreement dated as of
October 31, 1996 between Kirkwood Community College and
McLeod Telecommunications, Inc. (Filed as Exhibit 10.81
to November Form S-1 and incorporated herein by
reference).
10.82 Industrial New Jobs Training Agreement dated as of
October 31, 1996 between Kirkwood Community College and
McLeod Network Services, Inc. (Filed as Exhibit 10.82 to
November Form S-1 and incorporated herein by reference).
10.83 Industrial New Jobs Training Agreement dated as of
October 31, 1996 between Kirkwood Community College and
McLeod, Inc. (Filed as Exhibit 10.83 to November Form S-1
and incorporated herein by reference).
10.84 Change Order No. 1 to the Construction Services Agreement
dated November 22, 1995 by and between MWR TeIecom, Inc.
and MFS Network Technologies, Inc. (Filed as Exhibit
10.84 to November Form S-1 and incorporated herein by
reference).
10.85 Change Order No. 2 to the Construction Services Agreement
dated August 14, 1996 between MWR Telecom, Inc. and MFS
Network Technologies, Inc. (Filed as Exhibit 10.85 to
November Form S-1 and incorporated herein by reference).
10.86 Change Order No. 3 to the Construction Services Agreement
dated October 31, 1996 between MWR Telecom, Inc. and MFS
Network Technologies, Inc. (Filed as Exhibit 10.86 to
November Form S-1 and incorporated herein by reference).
10.87 Independent Contractor Sales Agreement dated May, 1995
between Sprint Communications Company L.P. and Ruffalo,
Cody & Associates, Inc. (Filed as Exhibit 10.87 to
November Form S-1 and incorporated herein by reference).
10.88 Second Amendment to Asset Purchase Agreement dated
October 31, 1996 between Total Communication Services,
Inc. and McLeod Telemanagement, Inc. (Filed as Exhibit
10.88 to November Form S-1 and incorporated herein by
reference)
10.89 Escrow Agreement dated July 15, 1996 among McLeod, Inc.,
certain shareholders of Ruffalo, Cody & Associates, Inc.,
Albert P. Ruffalo and Norwest Bank N.A. (Filed as Exhibit
10.89 to November Form S-1 and incorporated herein by
reference).
*10.90 Sale and Purchase Agreement dated January 27, 1997 among
McLeodUSA Publishing Company, Fronteer Financial
Holdings, Ltd., Classified Directories, Inc., Larry A.
Scott, James Greff, Randall L. Gowin and Edwin Dressler
and certain directors, officers and shareholders of
Fronteer Financial Holdings, Ltd.
10
Exhibit
Number Exhibit Description
------ -------------------
*10.91 Sale and Purchase Agreement dated February 27, 1997 among
McLeodUSA Publishing Company, Indiana Directories, Inc.,
John Morgan, Hank Meijer, Jack Hendricks, Brad Nelson and
Talking Directories, Inc.
*10.92 Amendment to Sale and Purchase Agreement dated February
28, 1997 between McLeodUSA Publishing Company and Indiana
Directories, Inc.
*10.93 Ameritech Centrex Service Confirmation of Service Orders
dated August 21, 1996 between McLeod Telemanagement, Inc.
and Ameritech Information Industry Services.
++10.94 Amended and Restated Program Enrollment Terms dated
November 1, 1996 between WorldCom Network Services, Inc.
d/b/a WilTel and McLeod Telemanagement, Inc.
*11.1 Statement regarding Computation of Per Share Earnings.
*16.1 Letter regarding Change in Certifying Accountant.
*21.1 Subsidiaries of McLeod, Inc.
*23.1 Consent of McGladrey & Pullen, LLP.
*27.1 Financial Data Schedule.
99.1 Purchase Agreement dated as of August 15, 1996 between
Iowa Land and Building Company and Ryan Properties, Inc.
(Filed as Exhibit 99.1 to November Form S-1 and
incorporated herein by reference).
99.2 Purchase Agreement dated as of June 28, 1996 between
Donald E. Zvacek, Dennis E. Zvacek and Robert J. Zvacek
and Ryan Properties, Inc. (Filed as Exhibit 99.2 to
November Form S-1 and incorporated herein by reference).
- ---------------
* Filed with the Form 10-K that was filed on March 31, 1997.
+ Confidential treatment has been granted. The copy filed as an exhibit
omits the information subject to the confidential treatment request.
++ Confidential treatment has been requested with regard to certain provisions
of this exhibit. The copy filed as an exhibit omits the information subject
to the confidential treatment request.
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
McLEOD, INC.
By /s/ Casey D. Mahon
-----------------------
Casey D. Mahon
Senior Vice President, General Counsel
and Secretary
April 4, 1997
12
INDEX TO EXHIBITS
Exhibit
Number Exhibit Description
------- -------------------
2.1 Agreement and Plan of Reorganization dated April 28, 1995 among
Midwest Capital Group Inc., MWR Telecom, Inc. and McLeod, Inc. (Filed
as Exhibit 2.1 to Registration Statement on Form S-1, File No. 333-
3112 ("Initial Form S-1"), and incorporated herein by reference).
2.2 Agreement and Plan of Reorganization dated as of July 12, 1996 among
Ruffalo, Cody & Associates, Inc., certain shareholders of Ruffalo,
Cody & Associates, Inc. and McLeod, Inc. (Filed as Exhibit 2 to
Current Report on Form 8-K, File No. 0-20763, filed with the
Commission on July 29, 1996 and incorporated herein by reference).
2.3 Agreement and Plan of Reorganization dated as of August 15, 1996 among
Telecom*USA Publishing Group, Inc. and McLeod, Inc. (Filed as Exhibit
2 to Current Report on Form 8-K, File No. 0-20763, filed with the
Commission on August 26, 1996 and incorporated herein by reference).
2.4 Agreement and Plan of Reorganization dated as of January 27, 1997
among McLeod, Inc., Digital Communications of Iowa, Inc., Clark E.
McLeod and Mary E. McLeod. (Filed as Exhibit 2 to Current Report on
Form 8-K, File No. 0-20763, filed with the Commission on February 24,
1997 and incorporated herein by reference).
3.1 Amended and Restated Certificate of Incorporation of McLeod, Inc.
(Filed as Exhibit 3.1 to Initial Form S-1 and incorporated herein by
reference).
3.2 Amended and Restated Bylaws of McLeod, Inc. (Filed as Exhibit 3.2 to
Registration Statement on Form S-1, File No. 333-13885 ("November Form
S-1"), and incorporated herein by reference).
4.1 Form of Class A Common Stock Certificate of McLeod, Inc. (Filed as
Exhibit 4.1 to Initial Form S-1 and incorporated herein by reference).
*4.2 Indenture dated March 4, 1997 between McLeod, Inc. and United States
Trust Company of New York, as Trustee, relating to the 10 1/2% Senior
Discount Notes Due 2007 of McLeod, Inc.
*4.3 Initial Global 10 1/2% Senior Discount Note Due March 1, 2007 of
McLeod, Inc., dated March 4, 1997.
*4.4 Form of Certificated 10 1/2% Senior Discount Note Due March 1, 2007 of
McLeod, Inc.
*4.5 Registration Agreement dated March 4, 1997 among McLeod, Inc., Salomon
Brothers Inc and Morgan Stanley & Co. Incorporated.
4.6 Investor Agreement dated as of April 1, 1996 among McLeod, Inc., IES
Investments Inc., Midwest Capital Group Inc., MWR Investments Inc.,
Clark and Mary McLeod, and certain other stockholders. (Filed as
Exhibit 4.8 to Initial Form S-1 and incorporated herein by reference).
4.7 Amendment No. 1 to Investor Agreement dated as of October 23, 1996 by
and among McLeod, Inc., IES Investments Inc., Midwest Capital Group
Inc., MWR Investments Inc., Clark E. McLeod and Mary E. McLeod. (Filed
as Exhibit 4.3 to November Form S-1 and incorporated herein by
reference).
10.1 Credit Agreement dated as of May 16, 1994 among McLeod, Inc., McLeod
Network Services, Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc. and The First National Bank of Chicago.
(Filed as Exhibit 10.1 to Initial Form S-1 and incorporated herein by
reference).
Exhibit
Number Exhibit Description
------- -------------------
10.2 First Amendment to Credit Agreement dated as of June 17, 1994 among
McLeod, Inc., McLeod Network Services, Inc., McLeod Telemanagement,
Inc., McLeod Telecommunications, Inc. and The First National Bank of
Chicago. (Filed as Exhibit 10.2 to Initial Form S-1 and incorporated
herein by reference).
10.3 Second Amendment to Credit Agreement dated as of December 1, 1994
among McLeod, Inc., McLeod Network Services, Inc., McLeod
Telemanagement, Inc., McLeod Telecommunications, Inc. and The First
National Bank of Chicago. (Filed as Exhibit 10.3 to Initial Form S-1
and incorporated herein by reference).
10.4 Third Amendment to Credit Agreement dated as of May 31, 1995 among
McLeod, Inc., McLeod Network Services, Inc., McLeod Telemanagement,
Inc., McLeod Telecommunications, Inc., MWR Telecom, Inc. and The First
National Bank of Chicago. (Filed as Exhibit 10.4 to Initial Form S-1
and incorporated herein by reference).
10.5 Fourth Amendment to Credit Agreement dated as of July 28, 1995 among
McLeod, Inc., McLeod Network Services, Inc., McLeod Telemanagement,
Inc., McLeod Telecommunications, Inc., MWR Telecom, Inc. and The First
National Bank of Chicago. (Filed as Exhibit 10.5 to Initial Form S-1
and incorporated herein by reference).
10.6 Fifth Amendment to Credit Agreement dated as of October 18, 1995 among
McLeod, Inc., McLeod Network Services, Inc., McLeod Telemanagement,
Inc., McLeod Telecommunications, Inc., MWR Telecom, Inc. and The First
National Bank of Chicago. (Filed as Exhibit 10.6 to Initial Form S-1
and incorporated herein by reference).
10.7 Sixth Amendment to Credit Agreement dated as of March 29, 1996 among
McLeod, Inc., McLeod Network Services, Inc., McLeod
Telecommunications, Inc., MWR Telecom, Inc. and The First National
Bank of Chicago. (Filed as Exhibit 10.7 to Initial Form S-1 and
incorporated herein by reference).
10.8 Security Agreement dated as of May 16, 1994 among McLeod, Inc., McLeod
Network Services, Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc. and The First National Bank of Chicago.
(Filed as Exhibit 10.8 to Initial Form S-1 and incorporated herein by
reference).
10.9 First Amendment to Security Agreement dated as of December 1, 1994
among McLeod, Inc., McLeod Network Services, Inc., McLeod
Telemanagement, Inc., McLeod Telecommunications, Inc. and The First
National Bank of Chicago. (Filed as Exhibit 10.9 to Initial Form S-1
and incorporated herein by reference).
10.10 Support Agreement dated as of December 1, 1994 among IES Diversified
Inc., McLeod, Inc., McLeod Network Services, Inc., McLeod
Telemanagement, Inc., McLeod Telecommunications, Inc. and The First
National Bank of Chicago. (Filed as Exhibit 10.10 to Initial Form S-1
and incorporated herein by reference).
10.11 Agreement Regarding Support Agreement dated December 1994 between
McLeod, Inc. and IES Diversified Inc. (Filed as Exhibit 10.11 to
Initial Form S-1 and incorporated herein by reference).
10.12 Agreement Regarding Guarantee dated May 16, 1994 between McLeod, Inc.
and IES Diversified Inc. (Filed as Exhibit 10.12 to Initial Form S-1
and incorporated herein by reference).
10.13 Joinder to and Assumption of Credit Agreement dated as of April 28,
1995 between McLeod Merging Co. and The First National Bank of
Chicago. (Filed as Exhibit 10.13 to Initial Form S-1 and incorporated
herein by reference).
2
Exhibit
Number Exhibit Description
------- -------------------
10.14 Joinder to and Assumption of Security Agreement dated as of April 28,
1995 between McLeod Merging Co. and The First National Bank of
Chicago. (Filed as Exhibit 10.14 to Initial Form S-1 and incorporated
herein by reference).
10.15 Letter from The First National Bank of Chicago to James L. Cram dated
April 28, 1995 regarding extension of the termination date under the
Credit Agreement. (Filed as Exhibit 10.15 to Initial Form S-1 and
incorporated herein by reference).
10.16 Credit Agreement dated as of March 29, 1996 among McLeod, Inc., McLeod
Network Services, Inc., McLeod Telemanagement, Inc., McLeod
Telecommunications, Inc. MWR Telecom, Inc. and The First National Bank
of Chicago. (Filed as Exhibit 10.16 to Initial Form S-1 and
incorporated herein by reference).
10.17 Agreement for Construction Related Services dated as of October 17,
1995 between City Signal Fiber Services, Inc. and McLeod Network
Services, Inc. (Filed as Exhibit 10.17 to Initial Form S-1 and
incorporated herein by reference).
10.18 Construction Services Agreement dated March 27, 1996 between City
Signal Fiber Services, Inc. and McLeod Network Services, Inc. (Filed
as Exhibit 10.18 to Initial Form S-1 and incorporated herein by
reference).
10.19 Fiber Optic Use Agreement dated as of February 14, 1996 between McLeod
Network Services, Inc. and Galaxy Telecom, L.P. (Filed as Exhibit
10.19 to Initial Form S-1 and incorporated herein by reference).
10.20 Agreement dated as of July 11, 1994 between McLeod Network Services,
Inc. and KLK Construction. (Filed as Exhibit 10.20 to Initial Form S-1
and incorporated herein by reference).
10.21 Lease Agreement dated September 5, 1995 between State of Iowa and MWR
Telecom, Inc. (Filed as Exhibit 10.21 to Initial Form S-1 and
incorporated herein by reference).
10.22 Lease Agreement dated September 5, 1995 between State of Iowa and
McLeod Network Services, Inc. (Filed as Exhibit 10.22 to Initial Form
S-1 and incorporated herein by reference).
10.23 Contract dated September 5, 1995 between Iowa Telecommunications and
Technology Commission and MWR Telecom, Inc. (Filed as Exhibit 10.23 to
Initial Form S-1 and incorporated herein by reference).
10.24 Contract dated June 27, 1995 between Iowa National Guard and McLeod
Network Services, Inc. (Filed as Exhibit 10.24 to Initial Form S-1 and
incorporated herein by reference).
10.25 Addendum Number One to Contract dated September 5, 1995 between Iowa
National Guard and McLeod Network Services, Inc. (Filed as Exhibit
10.25 to Initial Form S-1 and incorporated herein by reference).
10.26 U S WEST Centrex Plus Service Rate Stability Plan dated October 15,
1993 between McLeod Telemanagement, Inc. and U S WEST Communications,
Inc. (Filed as Exhibit 10.26 to Initial Form S-1 and incorporated
herein by reference).
10.27 U S WEST Centrex Plus Service Rate Stability Plan dated July 17, 1993
between McLeod Telemanagement, Inc. and U S WEST Communications, Inc.
(Filed as Exhibit 10.27 to Initial Form S-1 and incorporated herein by
reference).
3
Exhibit
Number Exhibit Description
------- -------------------
10.28 Ameritech Centrex Service Confirmation of Service Orders dated various
dates in 1994, 1995 and 1996 between McLeod Telemanagement, Inc. and
Ameritech Information Industry Services. (Filed as Exhibit 10.28 to
Initial Form S-1 and incorporated herein by reference).
10.29 Lease Agreement dated as of December 28, 1993 between 2060 Partnership
and McLeod Telemanagement, Inc., as amended by Amendments First to
Ninth dated as of July 3, 1994, March 25, 1994, June 22, 1994, August
12, 1994, September 12, 1994, September 20, 1994, November 16, 1994,
September 20, 1995 and January 6, 1996, respectively. (Filed as
Exhibit 10.29 to Initial Form S-1 and incorporated herein by
reference).
10.30 Lease Agreement dated as of May 24, 1995 between 2060 Partnership and
McLeod Telemanagement, Inc. (Filed as Exhibit 10.30 to Initial Form
S-1 and incorporated herein by reference).
10.31 Lease Agreement dated October 31, 1995 between I.R.F.B. Joint Venture
and McLeod Telemanagement, Inc. (Filed as Exhibit 10.31 to Initial
Form S-1 and incorporated herein by reference).
10.32 First Amendment to Lease Agreement dated as of November 20, 1995
between I.R.F.B. Joint Venture and McLeod Telemanagement, Inc. (Filed
as Exhibit 10.32 to Initial Form S-1 and incorporated herein by
reference).
10.33 Uniform Purchase Agreement dated July 22, 1993 between McLeod, Inc.
and Hill's Maple Crest Farms Partnership. (Filed as Exhibit 10.33 to
Initial Form S-1 and incorporated herein by reference).
10.34 Master Right-of-Way Agreement dated July 27, 1994 between McLeod
Network Services, Inc. and IES Industries Inc. (Filed as Exhibit 10.34
to Initial Form S-1 and incorporated herein by reference).
10.35 Master Right-of-Way and Tower Use Agreement dated February 13, 1996
between IES Industries Inc. and McLeod, Inc. (Filed as Exhibit 10.35
to Initial Form S-1 and incorporated herein by reference).
10.36 Master Pole, Duct and Tower Use Agreement dated February 20, 1996
between MidAmerican Energy Company and McLeod, Inc. (Iowa and South
Dakota). (Filed as Exhibit 10.36 to Initial Form S-1 and incorporated
herein by reference).
10.37 Master Pole, Duct and Tower Use Agreement dated February 20, 1996
between MidAmerican Energy Company and McLeod, Inc. (Illinois). (Filed
as Exhibit 10.37 to Initial Form S-1 and incorporated herein by
reference).
10.38 Settlement Agreement dated March 18, 1996 between U S WEST
Communications, Inc. and McLeod Telemanagement, Inc. (Filed as Exhibit
10.38 to Initial Form S-1 and incorporated herein by reference).
10.39 Agreement dated August 4, 1995 between Vadacom, Inc. and McLeod
Telemanagement, Inc. (Filed as Exhibit 10.39 to Initial Form S-1 and
incorporated herein by reference).
10.40 McLeod Telecommunications, Inc. 1992 Incentive Stock Option Plan.
(Filed as Exhibit 10.40 to Initial Form S-1 and incorporated herein by
reference).
10.41 McLeod, Inc. 1993 Incentive Stock Option Plan. (Filed as Exhibit 10.41
to Initial Form S-1 and incorporated herein by reference).
10.42 McLeod, Inc. 1995 Incentive Stock Option Plan. (Filed as Exhibit 10.42
to Initial Form S-1 and incorporated herein by reference).
4
Exhibit
Number Exhibit Description
------- -------------------
10.43 McLeod Telecommunications, Inc. Director Stock Option Plan. (Filed as
Exhibit 10.43 to Initial Form S-1 and incorporated herein by
reference).
10.44 Promissory Note dated July 18, 1995 between Kirk E. Kaalberg and
McLeod, Inc. (Filed as Exhibit 10.44 to Initial Form S-1 and
incorporated herein by reference).
10.45 Promissory Note dated March 29, 1996 between Stephen K. Brandenburg
and McLeod, Inc. (Filed as Exhibit 10.45 to Initial Form S-1 and
incorporated herein by reference).
10.46 Agreement dated April 28, 1995 among McLeod, Inc., McLeod
Telecommunications, Inc., McLeod Telemanagement, Inc., McLeod Network
Services, Inc. and Clark E. McLeod. (Filed as Exhibit 10.46 to Initial
Form S-1 and incorporated herein by reference).
+10.47 Telecommunications Services Agreement dated March 14, 1994 between
WilTel, Inc. and McLeod Telemanagement, Inc., as amended. (Filed as
Exhibit 10.47 to Initial Form S-1 and incorporated herein by
reference).
10.48 Amendment to Contract Addendum A to Contract No. 2102 dated March 31,
1993 between the Iowa Department of General Services and McLeod
Telecommunications, Inc. (Filed as Exhibit 10.48 to Initial Form S-1
and incorporated herein by reference).
10.49 Construction Services Agreement dated June 30, 1995 between MFS
Network Technologies, Inc. and MWR Telecom, Inc. (Filed as Exhibit
10.49 to Initial Form S-1 and incorporated herein by reference).
10.50 First Amendment to Agreement Regarding Support Agreement dated May 14,
1996 among McLeod, Inc., IES Diversified Inc. and IES Investments Inc.
(Filed as Exhibit 10.50 to Initial Form S-1 and incorporated herein by
reference).
10.51 First Amendment to Agreement Regarding Guarantee dated May 14, 1996
among McLeod, Inc., IES Diversified Inc. and IES Investments Inc.
(Filed as Exhibit 10.51 to Initial Form S-1 and incorporated herein by
reference).
10.52 Amended and Restated Directors Stock Option Plan of McLeod, Inc.
(Filed as Exhibit 10.52 to Initial Form S-1 and incorporated herein by
reference).
10.53 Forms of Employment, Confidentiality and Non-Competition Agreement
between McLeod, Inc. and certain employees of McLeod, Inc. (Filed as
Exhibit 10.53 to Initial Form S-1 and incorporated herein by
reference).
10.54 Form of Change-of-Control Agreement between McLeod, Inc. and certain
employees of McLeod, Inc. (Filed as Exhibit 10.54 to Initial Form S-1
and incorporated herein by reference).
10.55 McLeod, Inc. 1996 Employee Stock Option Plan, as amended. (Filed as
Exhibit 10.55 to November Form S-1 and incorporated herein by
reference).
*10.56 McLeod, Inc. Employee Stock Purchase Plan, as amended.
10.57 Form of Indemnity Agreement between McLeod, Inc. and certain officers
and directors of McLeod, Inc. (Filed as Exhibit 10.57 to Initial Form
S-1 and incorporated herein by reference).
10.58 License Agreement dated April 24, 1996 between PageMart, Inc. and MWR
Telecom, Inc. (Filed as Exhibit 10.58 to Initial Form S-1 and
incorporated herein by reference).
5
Exhibit
Number Exhibit Description
------- -------------------
10.59 Assignment of Purchase Agreement dated August 15, 1996 between Ryan
Properties, Inc. and McLeod, Inc. (Filed as Exhibit 10.59 to November
Form S-1 and incorporated herein by reference).
10.60 Assignment of Purchase Agreement dated August 14, 1996 between Ryan
Properties, Inc. and McLeod, Inc. (Filed as Exhibit 10.60 to November
Form S-1 and incorporated herein by reference).
10.61 Asset Purchase Agreement dated September 4, 1996 between Total
Communication Services, Inc. and McLeod Telemanagement, Inc. (Filed as
Exhibit 10.61 to November Form S-1 and incorporated herein by
reference).
10.62 First Amendment to Asset Purchase Agreement dated September 30, 1996
between Total Communication Services, Inc. and McLeod Telemanagement,
Inc. (Filed as Exhibit 10.62 to November Form S-1 and incorporated
herein by reference).
10.63 McLeod, Inc. Incentive Plan. (Filed as Exhibit 10.63 to November Form
S-1 and incorporated herein by reference).
10.64 Amended and Restated Credit Agreement dated as of May 5, 1996 among
Teleco*USA Publishing Group, Inc., Telecom*USA Publishing Company and
Telecom*USA Neighborhood Directories, Inc. and Norwest Bank Iowa,
National Association. (Filed as Exhibit 10.64 to November Form S-1 and
incorporated herein by reference).
10.65 First Amendment to Amended and Restated Credit Agreement dated as of
January 31, 1996 by and between Telecom*USA Publishing Group, Inc.,
Telecom*USA Publishing Company and Telecom*USA Neighborhood
Directories, Inc. and Norwest Bank Iowa, National Association. (Filed
as Exhibit 10.65 to November Form S-1 and incorporated herein by
reference).
10.66 Lease Agreement dated as of September 26, 1994 between Ryan
Properties, Inc. and Ruffalo, Cody & Associates, Inc. (Filed as
Exhibit 10.66 to November Form S-1 and incorporated herein by
reference).
10.67 First Lease Amendment dated as of April 12, 1995 between Ryan
Properties, Inc. and Ruffalo, Cody & Associates, Inc. (Filed as
Exhibit 10.67 to November Form S-1 and incorporated herein by
reference).
10.68 Lease Agreement dated as of July 18, 1995 between 2060 Partnership,
L.P. and Telecom*USA Publishing Company. (Filed as Exhibit 10.68 to
November Form S-1 and incorporated herein by reference).
10.69 Lease Agreement dated April 26, 1995 by and between A.M. Henderson and
Telecom*USA Publishing Company. (Filed as Exhibit 10.69 to November
Form S-1 and incorporated herein by reference).
10.70 License Agreement dated as of April 19, 1994, between Ameritech
Information Industry Services and Telecom*USA Publishing Company.
(Filed as Exhibit 10.70 to November Form S-1 and incorporated herein
by reference).
10.71 License Agreement dated September 13, 1993 between U S WEST
Communications, Inc. and Telecom*USA Publishing Company. (Filed as
Exhibit 10.71 to November Form S-1 and incorporated herein by
reference).
10.72 Form of McLeod, Inc. Directors Stock Option Plan Option Agreement.
(Filed as Exhibit 10.72 to November Form S-1 and incorporated herein
by reference).
6
Exhibit
Number Exhibit Description
------- -------------------
10.73 Forms of McLeod, Inc. 1996 Employee Stock Option Plan Incentive Stock
Option Agreement. (Filed as Exhibit 10.73 to November Form S-1 and
incorporated herein by reference).
10.74 Forms of McLeod, Inc. 1996 Employee Stock Option Plan Non-Incentive
Stock Option Agreement. (Filed as Exhibit 10.74 to November Form S-1
and incorporated herein by reference).
10.75 Option Agreement dated April 27, 1995 between Fronteer Directory
Company, Inc. and Telecom*USA Publishing Company. (Filed as Exhibit
10.75 to November Form S-1 and incorporated herein by reference).
10.76 Promissory Note dated May 5, 1995 between Telecom*USA Publishing
Company and Fronteer Directory Company, Inc. (Filed as Exhibit 10.76
to November Form S-1 and incorporated herein by reference).
10.77 Security Agreement dated May 5, 1995 between Telecom*USA Publishing
Company and Fronteer Directory Company, Inc. (Filed as Exhibit 10.77
to November Form S-1 and incorporated herein by reference).
10.78 Design/Build Construction Contract dated September 17, 1996 between
Ryan Construction Company of Minnesota, Inc. and McLeod, Inc. (Filed
as Exhibit 10.78 to November Form S-1 and incorporated herein by
reference).
10.79 Guaranty Agreement dated as of October 17, 1996 by McLeod, Inc. in
favor of Kirkwood Community College. (Filed as Exhibit 10.79 to
November Form S-1 and incorporated herein by reference).
10.80 Industrial New Jobs Training Agreement dated as of October 31, 1996
between Kirkwood Community College and McLeod Telemanagement, Inc.
(Filed as Exhibit 10.80 to November Form S-1 and incorporated herein
by reference).
10.81 Industrial New Jobs Training Agreement dated as of October 31, 1996
between Kirkwood Community College and McLeod Telecommunications, Inc.
(Filed as Exhibit 10.81 to November Form S-1 and incorporated herein
by reference).
10.82 Industrial New Jobs Training Agreement dated as of October 31, 1996
between Kirkwood Community College and McLeod Network Services, Inc.
(Filed as Exhibit 10.82 to November Form S-1 and incorporated herein
by reference).
10.83 Industrial New Jobs Training Agreement dated as of October 31, 1996
between Kirkwood Community College and McLeod, Inc. (Filed as Exhibit
10.83 to November Form S-1 and incorporated herein by reference).
10.84 Change Order No. 1 to the Construction Services Agreement dated
November 22, 1995 by and between MWR TeIecom, Inc. and MFS Network
Technologies, Inc. (Filed as Exhibit 10.84 to November Form S-1 and
incorporated herein by reference).
10.85 Change Order No. 2 to the Construction Services Agreement dated August
14, 1996 between MWR Telecom, Inc. and MFS Network Technologies, Inc.
(Filed as Exhibit 10.85 to November Form S-1 and incorporated herein
by reference).
10.86 Change Order No. 3 to the Construction Services Agreement dated
October 31, 1996 between MWR Telecom, Inc. and MFS Network
Technologies, Inc. (Filed as Exhibit 10.86 to November Form S-1 and
incorporated herein by reference).
10.87 Independent Contractor Sales Agreement dated May, 1995 between Sprint
Communications Company L.P. and Ruffalo, Cody & Associates, Inc.
(Filed as Exhibit 10.87 to November Form S-1 and incorporated herein
by reference).
7
Exhibit
Number Exhibit Description
------- -------------------
10.88 Second Amendment to Asset Purchase Agreement dated October 31, 1996
between Total Communication Services, Inc. and McLeod Telemanagement,
Inc. (Filed as Exhibit 10.88 to November Form S-1 and incorporated
herein by reference)
10.89 Escrow Agreement dated July 15, 1996 among McLeod, Inc., certain
shareholders of Ruffalo, Cody & Associates, Inc., Albert P. Ruffalo
and Norwest Bank N.A. (Filed as Exhibit 10.89 to November Form S-1 and
incorporated herein by reference).
*10.90 Sale and Purchase Agreement dated January 27, 1997 among McLeodUSA
Publishing Company, Fronteer Financial Holdings, Ltd., Classified
Directories, Inc., Larry A. Scott, James Greff, Randall L. Gowin and
Edwin Dressler and certain directors, officers and shareholders of
Fronteer Financial Holdings, Ltd.
*10.91 Sale and Purchase Agreement dated February 27, 1997 among McLeodUSA
Publishing Company, Indiana Directories, Inc., John Morgan, Hank
Meijer, Jack Hendricks, Brad Nelson and Talking Directories, Inc.
*10.92 Amendment to Sale and Purchase Agreement dated February 28, 1997
between McLeodUSA Publishing Company and Indiana Directories, Inc.
*10.93 Ameritech Centrex Service Confirmation of Service Orders dated
August 21, 1996 between McLeod Telemanagement, Inc. and Ameritech
Information Industry Services.
++10.94 Amended and Restated Program Enrollment Terms dated November 1, 1996
between WorldCom Network Services, Inc. d/b/a WilTel and McLeod
Telemanagement, Inc.
*11.1 Statement regarding Computation of Per Share Earnings.
*16.1 Letter regarding Change in Certifying Accountant.
*21.1 Subsidiaries of McLeod, Inc.
*23.1 Consent of McGladrey & Pullen, LLP.
*27.1 Financial Data Schedule.
99.1 Purchase Agreement dated as of August 15, 1996 between Iowa Land and
Building Company and Ryan Properties, Inc. (Filed as Exhibit 99.1 to
November Form S-1 and incorporated herein by reference).
99.2 Purchase Agreement dated as of June 28, 1996 between Donald E. Zvacek,
Dennis E. Zvacek and Robert J. Zvacek and Ryan Properties, Inc. (Filed
as Exhibit 99.2 to November Form S-1 and incorporated herein by
reference).
- -----------------
* Filed with the Form 10-K that was filed on March 31, 1997.
+ Confidential treatment has been granted. The copy filed as an exhibit
omits the information subject to the confidential treatment request.
++ Confidential treatment has been requested with regard to certain
provisions of this exhibit. The copy filed as an exhibit omits the
information subject to the confidential treatment request.
8