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): January 31, 2002
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McLEODUSA INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-20763 42-1407240
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
McLeodUSA Technology Park, 6400 C Street S.W., P.O. Box 3177,
Cedar Rapids, IA 52406-3177
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (319) 790-7800
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(Former Name or Former Address, if Changed Since Last Report)
Item 3. Bankruptcy or Receivership.
On January 31, 2002, McLeodUSA Incorporated ("McLeodUSA") filed a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy
Court for the District of Delaware (the "Bankruptcy Court") (Case No.
02-10288). McLeodUSA will continue to manage its properties and operate its
businesses as a "debtor-in-possession" under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions of the
Bankruptcy Code. On January 31, 2002, McLeodUSA issued a press release
relating to the foregoing. A copy of the release is attached hereto as
Exhibit 99.1 and is incorporated in its entirety herein by reference.
Exhibits 4.49 and 4.50 include certain contracts related to McLeodUSA's
restructuring.
Item 5. Other Events.
On January 19, 2002, McLeodUSA Holdings, Inc. and Yell Group
Limited entered into a Stock Purchase Agreement for the sale of McLeodUSA
Media Group, Inc., McLeodUSA's directory publishing business. A copy of the
Stock Purchase Agreement is attached hereto as Exhibit 99.2. On January 21,
2002, McLeodUSA issued a press release relating to the foregoing. A copy of
the release is attached hereto as Exhibit 99.3 and is incorporated in its
entirety herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
DESCRIPTION
(c) Exhibits.
4.49 Amended and Restated Purchase Agreement, dated as of
January 30, 2002, by and among McLeodUSA Incorporated and
the investor parties thereto.
4.50 Amended and Restated Lock-Up, Support, and Voting
Agreement, dated as of January 30, 2002, by and among
McLeodUSA Incorporated and the investor parties thereto.
99.1 Press Release issued by McLeodUSA Incorporated on January
31, 2002.
99.2 Stock Purchase Agreement, dated as of January 19, 2002,
by and among McLeodUSA Holdings, Inc., Yell Group
Limited, and McLeodUSA Incorporated.
99.3 Press Release issued by McLeodUSA Incorporated on January 21,
2002.
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: February 14, 2002 McLEODUSA INCORPORATED
By: /s/ Randall Rings
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Randall Rings
Group Vice President-Law
EXHIBIT INDEX
4.49 Amended and Restated Purchase Agreement, dated as of January 30,
2002, by and among McLeodUSA Incorporated and the investor parties
thereto.
4.50 Amended and Restated Lock-Up, Support, and Voting Agreement, dated
as of January 30, 2002, by and among McLeodUSA Incorporated and
the investor parties thereto.
99.1 Press Release issued by McLeodUSA Incorporated on January 31, 2002.
99.2 Stock Purchase Agreement, dated as of January 19, 2002, by and
among McLeodUSA Holdings, Inc., Yell Group Limited, and McLeodUSA
Incorporated.
99.3 Press Release issued by McLeodUSA Incorporated on January 21,
2002.