-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GSghJir2Akeq5KmaRtNaGrvDZhMbN7cA69LPqHBiU/AhVgxlcT4eC95bX9X5iYZr 9o+HhEzrXY6Oq9gACXG8aQ== 0000928385-97-002124.txt : 19971230 0000928385-97-002124.hdr.sgml : 19971230 ACCESSION NUMBER: 0000928385-97-002124 CONFORMED SUBMISSION TYPE: S-4 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971229 EFFECTIVENESS DATE: 19971229 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCLEODUSA INC CENTRAL INDEX KEY: 0000919943 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 421407240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 POS SEC ACT: SEC FILE NUMBER: 333-27647 FILM NUMBER: 97745552 BUSINESS ADDRESS: STREET 1: 6400 C ST SW STREET 2: PO BOX 3177 CITY: CEDAR RAPIDS STATE: IA ZIP: 52401-1522 BUSINESS PHONE: 3193640000 MAIL ADDRESS: STREET 1: TOWNE CENTRE STREET 2: 221 THIRD AVENUE SE SUITE 500 CITY: CEDAR RAPIDS STATE: IA ZIP: 52401-1522 FORMER COMPANY: FORMER CONFORMED NAME: MCLEOD INC DATE OF NAME CHANGE: 19960403 S-4 POS 1 POST-EFFECTIVE AMENDMENT #1 TO FORM S-4 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29,1997 REGISTRATION NO. 333-27647 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- MCLEODUSA INCORPORATED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 4813 42-1407240 (PRIMARY STANDARD (I.R.S. EMPLOYER (STATE OR OTHER INDUSTRIAL IDENTIFICATION NUMBER) JURISDICTION OF CLASSIFICATION CODE INCORPORATION OR NUMBER) ORGANIZATION) MCLEODUSA TECHNOLOGY PARK 6400 C STREET, SW, P.O. BOX 3177 CEDAR RAPIDS, IA 52406-3177 (319) 364-0000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ---------------- CLARK E. MCLEOD CHAIRMAN AND CHIEF EXECUTIVE OFFICER MCLEODUSA INCORPORATED MCLEODUSA TECHNOLOGY PARK 6400 C STREET, SW, P.O. BOX 3177 CEDAR RAPIDS, IA 52406-3177 (319) 364-0000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ---------------- COPIES TO: JOSEPH G. CONNOLLY, JR., ESQ. NANCY J. KELLNER, ESQ. HOGAN & HARTSON L.L.P. 555 THIRTEENTH STREET, N.W. WASHINGTON, D.C. 20004 (202) 637-5600 ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Post Effective Amendment. ---------------- If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [_] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXPLANATORY NOTE This Post Effective Amendment No. 1 is being filed to add a sticker supplement to the Prospectus dated July 28, 1997 relating to the offer to exchange all outstanding 10 1/2% Senior Discount Notes Due March 1, 2007 for 10 1/2% Senior Discount Notes Due March 1, 2007 which are registered herein (the "Exchange Offer"). Although the Exchange Offer expired on August 29, 1997, under certain circumstances, the Prospectus may be utilized to satisfy certain prospectus delivery requirements. The sticker supplement provides for the incorporation by reference of certain Securities Exchange Act of 1934, as amended (the "Exchange Act"), periodic reports, including reports filed subsequent to the filing of this post effective amendment. Supplement Dated December 29, 1997 to Prospectus dated July 28, 1997 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by McLeodUSA Incorporated (the "Company") (File No. 0-20763) with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby are incorporated by reference in this Prospectus. 1. The Company's Quarterly Reports on Form 10-Q for the periods ended June 30, 1997 and September 30, 1997, filed with the Commission pursuant to the Exchange Act, including all amendments thereto. 2. The Company's Current Report on Form 8-K dated October 9, 1997 filed with the Commission pursuant to the Exchange Act, including all amendments thereto. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Supplement and prior to the termination of any offering made by this Prospectus shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents (each such document being hereinafter referred to as an "Incorporated Document"). Any statement contained in this Prospectus shall be deemed to be modified or superseded to the extent that a statement contained in any subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom this Prospectus is delivered, upon the written or oral request of such person, a copy of any or all of the Incorporated Documents (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents). Such requests should be directed to McLeodUSA Incorporated, McLeodUSA Technology Park, 6400 C Street, SW, P.O. Box 3177, Cedar Rapids, IA 52406-3177, telephone number: (319) 364-0000, Attention: General Counsel. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 22. UNDERTAKINGS Item 22 is supplemented to include the following undertaking: The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-1 SIGNATURES Pursuant to the requirements of Securities Act, the Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cedar Rapids, Iowa, on this 29th day of December, 1997. McLeodUSA Incorporated By: /s/ Clark E. McLeod ---------------------------------- CLARK E. MCLEOD CHAIRMAN AND CHIEF EXECUTIVE OFFICER Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons, in the capacities indicated below, on this 29th day of December, 1997. SIGNATURE TITLE --------- ----- /s/ Clark E. McLeod Chairman, Chief Executive - ------------------------------------- Officer and Director (Principal CLARK E. MCLEOD Executive Officer) /s/ Richard A. Lumpkin Vice Chairman and Director - ------------------------------------- RICHARD A. LUMPKIN * President, Chief Operating - ------------------------------------- Officer and Director STEPHEN C. GRAY * Chief Financial Officer, - ------------------------------------- Executive Vice President, BLAKE O. FISHER, JR. Corporate Administration, Treasurer and Director (Principal Financial Officer) /s/ Robert J. Currey Group President, - ------------------------------------- Telecommunications Services and ROBERT J. CURREY Director * Vice President, Finance, - ------------------------------------- Corporate Controller and JOSEPH H. CERYANEC Principal Accounting Officer (Principal Accounting Officer) * Director - ------------------------------------- RUSSELL E. CHRISTIANSEN * Director - ------------------------------------- THOMAS M. COLLINS * Director - ------------------------------------- PAUL D. RHINES * Director - ------------------------------------- LEE LIU *By: /s/ Clark E. McLeod -------------------------------- Clark E. McLeod Attorney-in-Fact II-2 -----END PRIVACY-ENHANCED MESSAGE-----