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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):
AUGUST 6, 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
OF INCORPORATION) NUMBER)
MCLEODUSA TECHNOLOGY PARK
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
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
On August 6, 1999, we sold 1,000,000 shares of our 6.75% Series A
cumulative convertible preferred stock, liquidation preference $250 per share
(the "Series A preferred stock") in an underwritten public offering. The Series
A preferred stock is convertible at the option of the holders into an aggregate
of 8,602,890 shares of our Class A common stock at a conversion price of $29.06
per share of Class A common stock, subject to adjustment in certain
circumstances. We received approximately $241.5 million in net proceeds from the
offering .
The offering was made pursuant to a Prospectus Supplement dated August 6,
1999 and filed with the SEC on August 9, 1999 pursuant to Rule 424(b) under the
Securities Act as part of our universal shelf registration statement on Form
S-3.
Copies of the Certificate of Designations of the form of Series A preferred
stock and the form of Series A preferred stock certificate are enclosed as
Exhibits 3.1 and 4.1, respectively, to this Current Report on Form 8-K, and
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
3.1 Certificate of Designations of the 6.75% Series A preferred stock.
4.1 Form of 6.75% Series A preferred stock certificate.
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the Series
A preferred stock.
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: August 9, 1999 By: /s/ Randall Rings
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Randall Rings
Vice President, Secretary and
General Counsel
EXHIBIT INDEX
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PAGE NUMBER
IN SEQUENTIAL
EXHIBIT NUMBERING
NUMBER EXHIBIT SYSTEM
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3.1 Certificate of Designations of the 6.75% Series A preferred stock.
4.1 Form of 6.75% Series A preferred stock certificate.
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the
Series A preferred stock.