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): May 29, 1997
McLEODUSA INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 0-20763 42-1407240
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
Number
6400 C Street, S.W., P.O. Box 3177, Cedar Rapids, IA 52406-3177
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (319) 364-0000
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
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CORPORATE NAME CHANGE
On March 27, 1997, the Board of Directors of McLeod, Inc. (the
"Company") adopted an amendment to Article 1 of the Company's Amended and
Restated Certificate of Incorporation to change the name of the Company to
"McLeodUSA Incorporated." The name change was approved by the Company's
stockholders at the annual meeting of stockholders held on May 29, 1997. The
name change became effective on May 29, 1997 upon the filing of a Certificate of
Amendment with the Secretary of State of the State of Delaware.
A copy of the press release, dated May 29, 1997, issued by the Company
regarding the name change is attached as Exhibit 99.1 hereto.
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AGREEMENT TO ACQUIRE ESI COMMUNICATIONS, INC.
On May 30, 1997, the Company entered into an Asset Purchase Agreement
(the "Asset Purchase Agreement") with ESI Communications, Inc., a Minnesota
corporation, ESI Communications/SW, Inc., a Minnesota corporation, ESI
Communications/West, Inc., a Minnesota corporation, ESI Communications Downtown,
Inc., a Minnesota corporation and ESI Communications North, Inc., a Minnesota
corporation (collectively, "ESI Communications"), and Michael Reichert, Peter
Jones, John Pupkes and Jeff Meehan. Pursuant to the terms of the Asset Purchase
Agreement, and subject to certain conditions, the Company agreed to acquire
certain assets of ESI Communications for an aggregate cash purchase price of
$15,323,889. ESI Communications sells, installs and services telephone systems
in Minnesota.
The foregoing description of the Asset Purchase Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Asset Purchase Agreement, a copy of which is attached as Exhibit 2.1 hereto and
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is incorporated herein by reference.
AGREEMENT TO ACQUIRE CONSOLIDATED COMMUNICATIONS INC.
On June 14, 1997, the Company entered into an Agreement and Plan of
Reorganization (the "Merger Agreement") with Consolidated Communications Inc.,
an Illinois corporation ("CCI"), pursuant to which CCI will be merged with and
into a newly formed wholly owned subsidiary of the Company (the "Merger"). As a
result of the Merger, all of CCI's issued and outstanding capital stock will be
converted into an aggregate of 8,488,613 shares of the Company's Class A common
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stock, par value $.01 per share, and $155 million in cash. Under the terms of
the Merger Agreement, immediately following the effective time of the Merger,
Richard A. Lumpkin, the Chairman and Chief Executive Officer of CCI and Robert
J. Currey, the President and Chief Operating Officer of CCI would be appointed
directors of the Company and would join the Company's executive management team.
Consummation of the Merger is subject to the satisfaction of certain
conditions, including (i) the approval of the Merger and the transactions
contemplated thereby by the shareholders of CCI, (ii) compliance with all
applicable provisions of the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the expiration of all applicable waiting periods
thereunder, (iii) receipt of required regulatory approvals and (iv) certain
other customary conditions. Certain shareholders of CCI owning in the aggregate
more than two-thirds of the outstanding shares of each class of CCI capital
stock have entered into a Voting Agreement and Proxy pursuant to which, among
other things, such shareholders have agreed, and have granted an irrevocable
proxy to the Company, to vote their shares of CCI capital stock in favor of the
Merger at a meeting of the shareholders of CCI.
The foregoing description of the Merger Agreement, the Merger and the
other transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the Merger Agreement, a copy of which
is attached as Exhibit 2.2 hereto and is incorporated herein by reference. A
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copy of the press release, dated June 16, 1997, issued by the Company regarding
the above-described transaction is attached as Exhibit 99.2 hereto.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(c) The following exhibits are filed with this report:
2.1 Asset Purchase Agreement, dated as of May 30, 1997, by and
among McLeodUSA Incorporated, ESI/McLeodUSA, Inc., and ESI
Communications, Inc., ESI Communications/SW, Inc., ESI
Communications/West, Inc., ESI Communications Downtown, Inc., ESI
Communications North, Inc., and Michael Reichert, Peter Jones,
John Pupkes and Jeff Meehan.
2.2 Agreement and Plan of Reorganization, dated as of June 14,
1997, by and among McLeodUSA Incorporated, Eastside Acquisition
Co. and Consolidated Communications Inc.
99.1 Press Release, dated May 29, 1997, announcing the Company's name
change from "McLeod, Inc." to "McLeodUSA Incorporated."
99.2 Press Release, dated June 16, 1997, announcing the agreement to
acquire Consolidated Communications Inc.
99.3 Form of Voting Agreement and Proxy, dated as of June 14, 1997,
between McLeodUSA Incorporated and certain shareholders of
Consolidated Communications Inc.
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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: June 26, 1997 McLEODUSA INCORPORATED
By: /s/ Stephen C. Gray
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Stephen C. Gray
President and Chief Operating
Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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2.1 Asset Purchase Agreement, dated as of May 30, 1997, by and among
McLeodUSA Incorporated, ESI/McLeodUSA, Inc., and ESI
Communications, Inc., ESI Communications/SW, Inc., ESI
Communications/West, Inc., ESI Communications Downtown, Inc., ESI
Communications North, Inc., and Michael Reichert, Peter Jones,
John Pupkes and Jeff Meehan.
2.2 Agreement and Plan of Reorganization, dated as of June 14, 1997,
by and among McLeodUSA Incorporated, Eastside Acquisition Co. and
Consolidated Communications Inc.
99.1 Press Release, dated May 29, 1997, announcing the Company's name
change from "McLeod, Inc." to "McLeodUSA Incorporated."
99.2 Press Release, dated June 16, 1997, regarding the agreement to
acquire Consolidated Communications Inc.
99.3 Form of Voting Agreement and Proxy, dated as of June 14, 1997,
between McLeodUSA Incorporated and certain shareholders of
Consolidated Communications Inc.
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