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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): February 10, 1999
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)
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
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets.
Acquisition of TDI and Info America
On February 10, 1999, McLeodUSA Incorporated ("McLeodUSA") acquired Talking
Directories, Inc., a Michigan corporation ("TDI"), by merger (the "TDI
Acquisition"). As consideration for the TDI Acquisition, McLeodUSA issued an
aggregate of 2,556,390 shares of its Class A common stock, $.01 par value per
share (the "Class A Common Stock"), to the stockholders of TDI. In a related
transaction, on February 10, 1999, McLeodUSA also acquired Info America Phone
Books, Inc., a Michigan corporation ("Info America"), by merger (the "Info
America Acquisition"). As consideration for the Info America Acquisition,
McLeodUSA issued an aggregate of 1,203,007 shares of its Class A Common Stock
to the stockholders of Info America. McLeodUSA also paid off approximately $27
million of the outstanding obligations of TDI and Info America at the time of
the transactions. McLeodUSA has agreed to register for resale under the
Securities Act of 1933, as amended, the shares of its Class A Common Stock
that were issued by it in connection with the transactions. As a result of the
TDI Acquisition and the Info America Acquisition, TDI and Info America are now
direct, wholly owned subsidiaries of McLeodUSA.
TDI and Info America are related companies, headquartered in Grand Rapids,
Michigan, that together publish and distribute proprietary "white page" and
"yellow page" telephone directories primarily in Michigan and northwestern
Ohio. In 1998, TDI and Info America collectively published and distributed
approximately 3.2 million copies of 19 telephone directories. As of December
31, 1998, TDI had 257 employees and Info America had no employees.
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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.
McLeodUSA Incorporated
Date: February 25, 1999
By: ____ /s/ Randall Rings_________
Randall Rings
Vice President, Secretary and
General Counsel