-----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, Gg0wnxZheKfgFEBFrmkibPsEkrrhfadVxpR80tfqWcHrbMjqmxumC8+MvpvlOORD NlBRtQxNQFq8Fr6p+1ZUzg== 0001341004-05-000113.txt : 20051028 0001341004-05-000113.hdr.sgml : 20051028 20051028163714 ACCESSION NUMBER: 0001341004-05-000113 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051028 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051028 DATE AS OF CHANGE: 20051028 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20763 FILM NUMBER: 051163658 BUSINESS ADDRESS: STREET 1: 6400 C ST SW STREET 2: PO BOX 3177 CITY: CEDAR RAPIDS STATE: IA ZIP: 52406 BUSINESS PHONE: 3193640000 MAIL ADDRESS: STREET 1: 6400 C ST SW STREET 2: PO BOX 3177 CITY: CEDAR RAPIDS STATE: IA ZIP: 52406 FORMER COMPANY: FORMER CONFORMED NAME: MCLEOD INC DATE OF NAME CHANGE: 19960403 8-K 1 chi538106.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) October 28, 2005 MCLEODUSA INCORPORATED - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE - ------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-20763 42-1407240 - ------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) McLeodUSA Technology Park 4200 C. Street SW, P.O. Box 3177 Cedar Rapids, IA 52406-3177 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (319) 364-0000 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On October 28, 2005, McLeodUSA Incorporated issued a press release, which is hereby incorporated by reference and attached hereto as Exhibit 99.1, announcing that it had reached an agreement to sell its Technology Park corporate headquarters campus at 6400 C Street SW in Cedar Rapids to Life Investors Insurance Company of America ("Life Investors"). The transaction is valued at approximately $27 million and is expected to close by the end of the year, subject to customary closing conditions and receipt of required bankruptcy court approvals. Following completion of the transaction, the Company will lease certain network facilities and office space in the headquarters building for varying terms, and the Company will also lease an additional standalone building located in Hiawatha, Iowa from Life Investors on a long-term basis. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated October 28, 2005 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 Dated: October 28, 2005 By: /s/ James E. Thompson ------------------------------ Name: James E. Thompson Title: Group Vice President and General Counsel and Secretary EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated October 28, 2005 EX-99 2 ex99mcleod1028.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 McLeodUSA Agrees to Sell Corporate Headquarters Building to AEGON Affiliate o McLeodUSA concurrently moving to AEGON office building in Hiawatha, Iowa o Move expected to be completed during second quarter 2006 CEDAR RAPIDS, Iowa - October 28, 2005 - McLeodUSA Incorporated, one of the nation's largest independent, competitive telecommunications services providers, today announced that it has reached an agreement to sell its Technology Park corporate headquarters at 6400 C Street SW in Cedar Rapids to Life Investors Insurance Company of America, an AEGON USA Inc. affiliate. The transaction, valued at approximately $27 million, is expected to close by the end of the year, subject to customary closing conditions and receipt by McLeodUSA of required bankruptcy court approvals. McLeodUSA employees currently working at its Technology Park campus will relocate to a leased facility owned by AEGON and located at One Martha's Way in Hiawatha, Iowa. The relocation is expected to be completed during second quarter 2006. "Based on our current business strategy, a smaller facility that continues to provide a professional business environment for our employees simply makes good economic sense," stated Joe Ceryanec, acting Chief Financial Officer of McLeodUSA. "Proceeds from the sale of our headquarters building will be used to pay down a portion of the $100 million term debt facility the Company intends to enter into upon completion of its restructuring." About McLeodUSA - --------------- McLeodUSA provides integrated communications services, including local services, in 25 Midwest, Southwest, Northwest and Rocky Mountain states. The Company is a facilities-based telecommunications provider with, as of June 30, 2005, 38 ATM switches, 39 voice switches, 698 collocations and 432 DSLAMs. The Company today has approximately 1,730 employees. Visit the Company's Web site at www.mcleodusa.com Some of the statements in this press release include statements about our future expectations. Statements that are not historical facts are "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Exchange Act and Section 27A of the Securities Act. Such statements may include projections of financial and operational results and goals, including revenue, EBITDA, Adjusted EBITDA, profitability, savings and cash. In some cases, you can identify these so-called "forward-looking statements" by our use of words such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "project," "intend" or "potential" or the negative of those words and other comparable words. These forward-looking statements are subject to known as well as unknown risks and uncertainties that may cause actual results to differ materially from our expectations. Our expectations are based on various factors and assumptions and reflect only our predictions. Factors that could cause actual results to differ materially from the forward-looking statements include technological, regulatory, public policy or other developments in our industry, availability and adequacy of capital resources, our ability to continue as a going concern, our ability to implement a strategic transaction or a capital restructuring, current and future economic conditions, the existence of strategic alliances, our ability to generate cash, our ability to implement process and network improvements, our ability to attract and retain customers, our ability to migrate traffic to appropriate platforms and changes in the competitive climate in which we operate. These and other risks are described in more detail in our most recent Annual Report on Form 10-K filed with the SEC. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise. Contact: McLeodUSA Incorporated, Cedar Rapids, IA Investor & Press Contact: Bryce Nemitz Phone: (319) 790-7800 -----END PRIVACY-ENHANCED MESSAGE-----