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): March 10, 1998
MCLEODUSA INCORPORATED
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-20763 42-1407240
- ---------------------------- ----------- --------------
(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
- ---------------------------------------------------- ----------
(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
- ------ ------------
PROPOSED PRIVATE DEBT OFFERING
On March 10, 1998, the Company issued a press release announcing that
it plans to raise approximately $200 million in a proposed private offering of
senior notes due 2008 (i) to "qualified institutional buyers" (as defined in
Rule 144A under the Securities Act of 1933) and (ii) pursuant to offers and
sales that occur outside the United States in accordance with Regulation S under
the Securities Act of 1933.
On March 11, 1998, the Company issued a second press release to
announce an update to its plans to raise approximately $300 million in a
proposed private offering of 8.375% senior notes due March 15, 2008 (i) to
"qualified institutional buyers" (as defined in Rule 144A under the Securities
Act of 1933) and (ii) pursuant to offers and sales that occur outside the United
States in accordance with Regulation S under the Securities Act of 1933.
Enclosed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K
are the texts of the March 10, 1998 and March 11, 1998 press releases.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
- ------ ------------------------------------------------------------------
(c) Exhibits.
99.1 Press Release, dated March 10, 1998, announcing the Company's intent
to raise up to $200 million in a proposed private debt offering of
senior notes due 2008.
99.2 Press Release, dated March 11, 1998, announcing an update to the
Company's intent to raise up to $300 million in a proposed private
debt offering of 8.375% senior notes due March 15, 2008.
-2-
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: March 20, 1998 McLEODUSA INCORPORATED
By: /s/ Stephen C. Gray
-------------------------------------
Stephen C. Gray
President and Chief Operating
Officer
-3-
EXHIBIT INDEX
Page Number in
Exhibit Number Exhibit Sequential Numbering System
- -------------- ------- ---------------------------
99.1 Press Release, dated March 10, 1998,
announcing the Company's intent to
raise up to $200 million in a proposed
private debt offering of senior notes
due 2008.
99.2 Press Release, dated March 11, 1998,
announcing an update to the Company's
intent to raise up to $300 million in
a proposed private debt offering of
8.375% senior notes due March 15, 2008.
-4-