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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 15, 1996
MCLEOD, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20763 58-421407240
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
Number)
221 Third Avenue SE, Suite 500, Cedar Rapids, IA 52401
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(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 15, 1996, McLeod, Inc. (the "Company") entered into
an Agreement and Plan of Reorganization (the "Agreement") with Telecom*USA
Publishing Group, Inc., an Iowa corporation ("Telecom"), pursuant to which a
newly formed subsidiary of the Company will be merged with and into Telecom
(the "Merger"), and Telecom will become a wholly owned subsidiary of the
Company.
Pursuant to the terms of the Agreement, (i) each outstanding
share of common stock, no par value, of Telecom ("Telecom Common Stock") (other
than shares identified in clause (ii) below and shares as to which dissenters'
rights of appraisal have been perfected under Iowa law) will be converted into
the right to receive $12.75 in cash, and (ii)(a) all the outstanding shares of
Telecom Common Stock owned by Clark E. McLeod, Chairman, Chief Executive
Officer, Director and stockholder of the Company, and his wife, Mary E. McLeod,
(assuming exercise of all options and warrants to purchase Telecom Common
Stock, and conversion of all debentures convertible into Telecom Common Stock,
owned by them) will be converted into the right to receive an aggregate of
$13,598,417 and 192,308 shares of class A common stock, $0.01 par value of the
Company (the "McLeod Common Stock") and (b) all the outstanding shares of
Telecom Common Stock held by the Arthur Christoffersen IRA (Mr. Christoffersen
is the President and Chief Executive Officer of Telecom) will be converted into
the right to receive an aggregate of 44,135 shares of McLeod Common Stock. The
Agreement also provides that the Company will have the option to pay an
additional $5,000,008, in aggregate, to Clark and Mary McLeod and an
additional $1,147,500 to Arthur Christoffersen IRA in lieu of issuing the McLeod
Common Stock identified in clause (ii) above if the average of the closing
price per share of McLeod Common Stock as quoted on The Nasdaq National Market
and reported in The Wall Street Journal for the five days immediately
preceding (but not including) the effective time of the Merger exceeds $32.50
per share.
Consummation of the Merger is subject to the satisfaction of a
number of conditions, including, but not limited to: (i) compliance with all
applicable provisions of the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the expiration of all applicable waiting periods
thereunder; (ii) approval of the Agreement and the Merger by the shareholders
of Telecom; (iii) the exercise of dissenters' rights in connection with the
Merger by holders of not more than five percent of the outstanding shares of
Telecom Common Stock; and (iv) certain other customary conditions. Clark E.
McLeod, Mary E. McLeod, Arthur Christoffersen and certain other shareholders
of Telecom, owning in the aggregate more than fifty percent of the outstanding
shares of Telecom Common Stock, have entered into a Securityholders Agreement
pursuant to which, among other things, such shareholders have agreed to vote
their shares of Telecom Common Stock in favor of the Agreement and the Merger
at a meeting of Telecom's shareholders.
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The foregoing description of the Agreement does not purport to
be complete and is qualified in its entirety by the terms and conditions of the
Agreement, which is filed as Exhibit 2 to this Current Report on Form 8-K and
is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits.
2. Agreement and Plan of Reorganization, dated as of August 15,
1996, by and among Telecom*USA Publishing Group, Inc. and
McLeod, Inc.
99.1 Press Release, dated August 15, 1996, regarding the agreement
to acquire Telecom*USA Publishing Group, Inc.
99.2 Form of Securityholders Agreement, dated as of August 15, 1996, among
McLeod, Inc., Telecom*USA Publishing Group, Inc. and
certain shareholders of Telecom*USA Publishing Group, Inc.
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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.
Date: August 26, 1996 McLEOD, INC.
By: /s/ BLAKE O. FISHER, JR.
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Blake O. Fisher, Jr.
Chief Financial Officer and
Treasurer
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EXHIBIT INDEX
PAGE NUMBER IN
EXHIBIT NUMBER EXHIBIT SEQUENTIAL NUMBERING SYSTEM
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2. Agreement and Plan of Reorganization, dated as of August 15,
1996, by and among Telecom*USA Publishing Group, Inc. and
McLeod, Inc.
99.1 Press Release, dated August 15, 1996, regarding the agreement
to acquire Telecom*USA Publishing Group, Inc.
99.2 Form of Securityholders Agreement, dated as of August 15,
1996, among McLeod, Inc., Telecom*USA Publishing Group,
Inc. and certain shareholders of Telecom*USA Publishing
Group, Inc.
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