- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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): February 10, 1999 McLEODUSA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 0-20763 42-1407240 (State or Other (Commission (IRS Employer Jurisdiction File Number) Identification Number) of Incorporation) McLeodUSA Technology Park 52406-3177 6400 C Street, S.W., P.O. Box 3177, Cedar Rapids, IA (Zip Code) (Address of Principal Executive Offices) 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 After the close of The Nasdaq Stock Market, Inc.'s National Market System on the evening of February 10, 1999, the Company issued a press release announcing that it plans to raise approximately $250 million in a proposed private offering of senior notes due 2009 (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 Exhibit 99.1 to this Current Report on Form 8-K, and incorporated by reference herein, is the text of the press release issued by the Company on the evening of February 10, 1999. * * * * * Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. 99.1 Press Release, dated February 10, 1999, announcing the Company's intent to raise up to $250 million in a proposed private debt offering of senior notes due 2009. 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. McLeodUSA Incorporated Date: February 11, 1999 /s/ Randall Rings By: _________________________________ Randall Rings Vice President, Secretary and General Counsel EXHIBIT INDEX Page Number in Sequential Exhibit Number Exhibit Numbering System -------------- ------- ---------------- 99.1 Press Release, dated February 10, 1999, announcing the Company's intent to raise up to $250 million in a proposed private debt offering of senior notes due 2009.