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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 13, 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
Acquisition of Access Communications Holdings, Inc. and S.J. Investments
Holdings, Inc.
On August 13, 1999, McLeodUSA Incorporated ("McLeodUSA") acquired
Access Communications Holdings, Inc. ("Access") by merger (the "Access
Acquisition"). As consideration for the Access Acquisition, McLeodUSA issued an
aggregate of 1,939,839 shares of its Class A common stock and paid an aggregate
of $27.2 million in cash to the shareholders of Access. McLeodUSA will also pay
the Access shareholders an additional cash amount based on the consolidated net
taxable income of Access from July 1, 1999 to August 13, 1999. McLeodUSA
expects to determine and pay this additional cash amount during the fiscal
quarter ending September 30, 1999. Following the Access Acquisition, McLeodUSA
granted to certain employees of Access who agreed to become employees of
McLeodUSA options to purchase an aggregate of 3,183,060 shares of its Class A
common stock.
In a related transaction, on August 13, 1999, McLeodUSA acquired S.J.
Investments Holdings, Inc. ("SJI") by merger (the "SJI Acquisition"). As
consideration for the SJI Acquisition, McLeodUSA issued an aggregate of
1,939,864 shares of its Class A common stock and paid an aggregate of $27.6
million in cash to the shareholders of SJI. McLeodUSA will also pay the SJI
shareholders an additional cash amount based on the consolidated net taxable
income of SJI from July 1, 1999 to August 13, 1999. McLeodUSA expects to
determine and pay this additional cash amount during the fiscal quarter ending
September 30, 1999.
McLeodUSA paid off approximately $96.2 million of the outstanding debt
obligations of Access and SJI at the time of the transactions. As a result of
the Access Acquisition and the SJI Acquisition, Access and SJI are now a single
wholly owned subsidiary of McLeodUSA.
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 18, 1999 By: /s/ Randall Rings
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Randall Rings
Vice President, Secretary and
General Counsel