UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
MCLEODUSA INCORPORATED
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
582266 10 2
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(CUSIP Number)
FRIED, FRANK, HARRIS, FORSTMANN LITTLE & CO. SUBORDINATED DEBT
SHRIVER & JACOBSON & EQUITY MANAGEMENT BUYOUT
ONE NEW YORK PLAZA PARTNERSHIP-VI, L.P.
NEW YORK, NY 10004 FORSTMANN LITTLE & CO. SUBORDINATED DEBT
ATTN: STEPHEN FRAIDIN, ESQ. & EQUITY MANAGEMENT BUYOUT
(212) 859-8000 PARTNERSHIP-VII, L.P.
FORSTMANN LITTLE & CO. EQUITY
PARTNERSHIP-V, L.P.
THEODORE J. FORSTMANN
C/O FORSTMANN LITTLE & CO.
767 FIFTH AVENUE
NEW YORK, NY 10153
ATTN: WINSTON W. HUTCHINS
(212) 355-5656
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JANUARY 30, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 582266102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FORSTMANN LITTLE & CO. SUBORDINATED DEBT AND EQUITY MANAGEMENT BUYOUT
PARTNERSHIP - VI, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 35,144,582*
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 35,144,582*
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,144,582*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14 TYPE OF REPORTING PERSON*
PN
* Section 7(a)(ii) of the Certificate of Designation of the Powers,
Preferences and Relative, Participating, Optional and Other Special
Rights of Series D Convertible Preferred Stock (the "Series D
Preferred") and Qualifications, Limitations and Restrictions Thereof
(the "Series D Certificate of Designation") sets forth a formula for
determining the number of shares of Class A Common Stock issuable, as at
any date, upon conversion of the Series D Preferred. The number of
shares referred to in items 7, 9 and 11 above was calculated in
accordance with such formula assuming that the Conversion Price and the
Net Realizable FMV (each such term as defined in the Series D
Certificate of Designation) equal $6.10.
SCHEDULE 13D
CUSIP No. 582266102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FORSTMANN LITTLE & CO. SUBORDINATED DEBT AND EQUITY MANAGEMENT BUYOUT
PARTNERSHIP-VII, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 77,560,336*
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 77,560,336*
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,560,336*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%
14 TYPE OF REPORTING PERSON*
PN
* Section 7(a)(ii) of the Series D Certificate of Designation sets forth a
formula for determining the number of shares of Class A Common Stock
issuable, as at any date, upon conversion of the Series D Preferred. The
number of shares referred to in items 7, 9 and 11 above was calculated
in accordance with such formula assuming that the Conversion Price and
the Net Realizable FMV (each such term as defined in the Series D
Certificate of Designation) equal $6.10.
SCHEDULE 13D
CUSIP No. 582266102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FORSTMANN LITTLE & CO. EQUITY PARTNERSHIP-V, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 51,229,508*
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 51,229,508*
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,229,508*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON*
PN
* Section 7(a)(ii) of the Certificate of Designation of the Powers,
Preferences and Relative, Participating, Optional and Other Special
Rights of Series E Convertible Preferred Stock (the "Series E
Preferred") and Qualifications, Limitations and Restrictions Thereof
(the "Series E Certificate of Designation") sets forth a formula for
determining the number of shares of Class A Common Stock issuable, as at
any date, upon conversion of the Series E Preferred. The number of
shares referred to in items 7, 9 and 11 above was calculated in
accordance with such formula assuming that the Conversion Price and the
Net Realizable FMV (each such term as defined in the Series E
Certificate of Designation) equal $6.10.
SCHEDULE 13D
CUSIP No. 582266102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THEODORE J. FORSTMANN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 23,750
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 23,750
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
IN
This Amendment No. 3, filed on behalf of Forstmann Little & Co.
Subordinated Debt & Equity Management Buyout Partnership-VI, L.P.
("MBO-VI"), Forstmann Little & Co. Subordinated Debt & Equity Management
Buyout Partnership-VII, L.P. ("MBO-VII"), Forstmann Little & Co. Equity
Partnership-V, L.P. ("Equity-V" and, together with MBO-VI and MBO-VII, the
"FL Partnerships") and Theodore J. Forstmann ("Mr. Forstmann" and,
collectively with the FL Partnerships, the "Reporting Persons"), amends and
supplements the Schedule 13D filed on behalf of the FL Partnerships with
the Securities and Exchange Commission on September 22, 1999 (as amended by
Amendment No. 1 filed on October 2, 2001 and Amendment No. 2 filed on
December 7, 2001, the "Schedule 13D"), relating to the Class A Common
Stock, par value $0.01 per share (the "Common Stock"), of McLeodUSA
Incorporated, a Delaware corporation ("McLeodUSA"). Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to such
terms in the Schedule 13D.
ITEM 4. Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows:
On December 3, 2001, the FL Partnerships and McLeodUSA entered into a
Lock-Up, Support and Voting Agreement, dated as of December 3, 2001 (the
"Original Support Agreement"), in which the FL Partnerships agreed to
support a comprehensive recapitalization and financial restructuring plan
set forth in the Original Support Agreement. On January 30, 2002, the FL
Partnerships and McLeodUSA entered into an Amended and Restated Lock-Up,
Support and Voting Agreement, dated as of January 30, 2002 (the "Amended
and Restated Support Agreement"), in which the FL Partnerships agreed to
support a revised comprehensive recapitalization and financial
restructuring plan set forth in the Amended and Restated Support Agreement
(the "Restructuring"). The Amended and Restated Support Agreement
supersedes the Original Support Agreement. Under the terms of the
Restructuring, among other things,
(i) the Series D Preferred and Series E Preferred held by the FL
Partnerships would be converted into shares of newly issued
common stock of McLeodUSA, par value $0.01 per share (the "New
Common Stock"), as would the publicly traded Series A Preferred
(together with the Series D Preferred and the Series E Preferred,
the "Preferred Shares") and the existing Common Stock of
McLeodUSA;
(ii) McLeodUSA's publicly traded senior notes and senior discount
notes (the "Senior Notes") would be exchanged for (a) $670
million in cash (subject to reduction), (b) $175 million of
shares of newly issued senior preferred stock of McLeodUSA which
are convertible into shares of New Common Stock and (c) warrants
to purchase shares of New Common Stock with an aggregate exercise
price of $30 million;
(iii) McLeodUSA's telephone directory publishing business (the
"Publishing Business") would be sold to Yell Group Limited
("Yell") for $600 million in cash (subject to reduction by
$200,000 per day for each day following April 30, 2002 that
the conditions to the closing of the sale of the Publishing
Business to Yell, including the consummation of the
Restructuring, have not been satisfied), or to another party who
submits a better and higher cash offer, and the proceeds of the
sale would be used to finance the exchange of the Senior Notes;
and
(iv) Forstmann Little & Co. Subordinated Debt and Equity Management
Buyout Partnership-VIII, L.P., a Delaware limited partnership
("MBO-VIII"), and Forstmann Little & Co. Equity Partnership-VII,
L.P., a Delaware limited partnership ("Equity-VII" and, together
with MBO-VIII, the "2001 FL Partnerships"), both of which are
affiliates of the FL Partnerships, would purchase $175 million of
new equity of McLeodUSA, a portion of which would be used to
finance the exchange of the Senior Notes, a portion of which
would be used to prepay bank indebtedness of McLeodUSA and the
balance of which would be used for general corporate purposes of
McLeodUSA.
In order to accomplish the Restructuring, on January 31, 2002,
McLeodUSA filed a pre-negotiated plan of reorganization through the filing
of a voluntary petition for relief under Chapter 11 of the Bankruptcy Code
in the United States Bankruptcy Court for the District of Delaware.
Upon consummation of the Restructuring, (i) the FL Partnerships would
be entitled to Board observer rights (more fully described below) and the
2001 FL Partnerships would be entitled to at least two representatives on
the Board of Directors of the restructured McLeodUSA, (ii) the FL
Partnerships and the 2001 FL Partnerships would own common stock and
warrants of the restructured McLeodUSA in an aggregate amount representing
approximately 58% of the equity ownership of the restructured McLeodUSA,
and (iii) Mr. Forstmann would be the chairman of the Executive Committee of
the Board of Directors of the restructured McLeodUSA.
Pursuant to the Amended and Restated Support Agreement, the FL
Partnerships have agreed (i) to vote their shares of Series D Preferred and
Series E Preferred in favor of the Restructuring with such modifications in
the terms of the Restructuring that do not materially deviate from the
terms described above, and against any action that would interfere with or
prevent the Restructuring and (ii) not to dispose of their Series D
Preferred or Series E Preferred.
The FL Partnerships' obligation to support a restructuring of
McLeodUSA is subject to the condition that any such restructuring not
materially deviate from the terms of the Restructuring described above.
Pursuant to the Amended and Restated Support Agreement, a reduction in the
equity percentage which the number of shares of New Common Stock to be
received by each of the FL Partnerships upon consummation of the
Restructuring represents of the fully diluted equity of McLeodUSA
(calculated as set forth in the Amended and Restated Support Agreement)
from the respective percentages set forth in the Amended and Restated
Support Agreement is deemed to be a modification which materially deviates
from the terms of the Restructuring. The Amended and Restated Support
Agreement may be terminated by any party at any time after August 1, 2002.
The foregoing description of the Amended and Restated Support
Agreement is not intended to be complete and is qualified in its entirety
by the complete text of the Amended and Restated Support Agreement, which
is incorporated herein by reference. The Amended and Restated Support
Agreement is filed as Exhibit 12 hereto.
On December 3, 2001, the FL Partnerships also entered into a Purchase
Agreement, dated as of December 3, 2001 (the "Original Purchase
Agreement"), with McLeodUSA and the 2001 FL Partnerships, pursuant to which
the 2001 FL Partnerships agreed to purchase $100 million of new equity of
McLeodUSA. On January 30, 2002, the FL Partnerships entered into an Amended
and Restated Purchase Agreement, dated as of January 30, 2002 (the "Amended
and Restated Purchase Agreement"), with McLeodUSA and the 2001 FL
Partnerships, pursuant to which the 2001 FL Partnerships agreed to purchase
$175 million of new equity of McLeodUSA. The Amended and Restated Purchase
Agreement supersedes the Original Purchase Agreement. Pursuant to the
Amended and Restated Purchase Agreement, McLeodUSA and the FL Partnerships
agreed as follows:
(i) Following the Restructuring, the FL Partnerships will each be
entitled to designate a representative (collectively, the
"Representatives") to consult with and advise management of
McLeodUSA with respect to McLeodUSA's business and financial
matters, and to attend all Board of Directors and committee
meetings as a non-voting observer. The Representatives will have
the same access to information concerning the business and
operations of McLeodUSA as do the directors of McLeodUSA and will
be entitled to participate in discussions and consult with the
Board of Directors of McLeodUSA without voting. Following the
conversion of the Series D Preferred and Series E Preferred into
New Common Stock in the Restructuring, the FL Partnerships will
no longer be entitled to designate any members of the Board of
Directors.
(ii) Following the Restructuring, the FL Partnerships will be free to
dispose of their shares of New Common Stock, subject only to
compliance with applicable securities laws, except that, during
the "Standstill Period" (defined as the period from the closing
of the Restructuring to the earlier of (x) the third anniversary
of the closing of the Restructuring and (y) the date on which Mr.
Forstmann is removed, without his consent, as Chairman of the
Executive Committee), the FL Partnerships will not dispose of any
of their shares to any person or group which is, or which the FL
Partnerships believe or should reasonably believe will become,
the beneficial owner of more than 50% of the outstanding voting
securities of McLeodUSA unless the Board of Directors of
McLeodUSA approves such disposition in advance or unless the FL
Partnerships comply with certain procedures set forth in the
Amended and Restated Purchase Agreement which give McLeodUSA the
opportunity to buy such shares itself or to cause its designee to
buy such shares ("Disqualified Transaction"). The Amended and
Restated Purchase Agreement provides that if McLeodUSA causes a
designee to purchase the FL Partnerships' shares and the designee
acquires the remaining shares of McLeodUSA within six months
thereafter at a blended average price per share that is higher
than that paid to the FL Partnerships, then the FL Partnerships
will be entitled to receive the difference in purchase price. The
foregoing provisions apply equally to the 2001 FL Partnerships
with respect to sales by them of any of their equity interest in
McLeodUSA.
(iii) During the Standstill Period, the FL Partnership may not (a)
acquire or become the beneficial owner of or obtain any rights in
respect of any capital stock of McLeodUSA (other than the shares
of New Common Stock issuable in the Restructuring), (b) solicit
proxies or become a "participant" in a "solicitation" (as such
terms are defined in Regulation 14A under the Exchange Act) of
proxies with respect to any voting securities of McLeodUSA or
initiate or become a participant in any stockholder proposal or
election contest with respect to McLeodUSA or any of its
successors or induce others to initiate the same (except for
activities undertaken by the FL Partnerships or the 2001 FL
Partnerships in connection with solicitations by the McLeodUSA
Board of Directors), or (c) solicit or participate in the
solicitation of any person to acquire McLeodUSA or a substantial
portion of its assets or more than 50% of its outstanding capital
stock. The foregoing, however, (1) does not prohibit the FL
Purchasers and their affiliates from complying with Rules 13d-1
through 13d-7, as applicable, of the Act or from making such
disclosure to McLeodUSA's stockholders or from taking such action
which, in their judgment may be required under applicable law,
and (2) does not restrict the manner in which the directors
designated by the FL Partnerships participate in the
deliberations or discussions of McLeodUSA's Board of Directors.
(iv) During the Standstill Period, the FL Partnerships will be present
at all shareholders meetings for purposes of determining whether
a quorum exists and will vote their shares of New Common Stock so
that at least five members of the Board of Directors are
qualified as "Independent Directors" and that the Chairman, the
Chief Executive Officer and the Chief Financial Officer of
McLeodUSA are elected to the Board.
The foregoing provisions apply equally to the 2001 FL Partnerships.
In the Amended and Restated Purchase Agreement, McLeodUSA and the FL
Partnerships also agreed that, at the closing of the Restructuring, the
existing restrictions on transfer and standstill provisions applicable to
the Series D Preferred and Series E Preferred would terminate, but that the
2001 Registration Rights Agreement entered into by the FL Partnerships in
connection with their receipt of the Series D Preferred and Series E
Preferred would remain in effect and cover the shares of New Common Stock
into which the Series D Preferred and Series E Preferred will be converted.
In the Amended and Restated Purchase Agreement, McLeodUSA also agreed
with the FL Partnerships and the 2001 FL Partnerships that:
(1) for so long as the FL Partnerships and 2001 FL Partnerships own at
least 60% of the aggregate amount of securities owned by them immediately
following the closing of the Restructuring (the "Initial Securities"),
McLeodUSA would not adopt or implement any stockholders rights plan or
similar plan or device (a "Rights Plan"); provided, however, that following
the time when (i) the FL Partnerships and the 2001 FL Partnerships cease to
own at least 60% of the Initial Securities or (ii) the FL Partnerships or
the 2001 FL Partnerships sell any of their securities in a Disqualified
Transaction, McLeodUSA may adopt a Rights Plan so long as the percentage
that would trigger any rights by other stockholders of McLeodUSA is at
least one percentage point greater than the aggregate percentage ownership
(on an as converted basis) of the FL Partnerships and 2001 FL Partnerships
in McLeodUSA immediately prior to the adoption of such Rights Plan; and
(2) McLeodUSA would exercise all authority under applicable law to
effect an amendment to its certificate of incorporation expressly electing
not to be governed by Section 203 of the General Corporation Law of the
State of Delaware.
In the Amended and Restated Purchase Agreement, the 2001 FL
Partnerships agreed with McLeodUSA to purchase, for an aggregate purchase
price of $175 million, (i) 74,027,764 shares of New Common Stock, (ii)
common stock warrants (the "Warrants"), with an aggregate exercise price of
$30 million, to purchase 22,159,091 shares of New Common Stock and (iii) 10
shares of a series of preferred stock of McLeodUSA, par value $.01,
designated as the Series B Convertible Preferred Stock (the "Series B
Preferred").
The foregoing description of the Amended and Restated Purchase
Agreement is not intended to be complete and is qualified in its entirety
by the complete text of the Amended and Restated Purchase Agreement, which
is incorporated herein by reference. The Amended and Restated Purchase
Agreement is filed as Exhibit 13 hereto.
The Series B Preferred has no liquidation preference and is not
entitled to the payment of dividends. The holders of record of shares of
Series B Preferred are entitled to vote with the New Common Stock as a
single class on all matters presented to the holders of New Common Stock
for a vote. Pursuant to the Series B Certificate of Designation, for so
long as the 2001 FL Partnerships beneficially own at least 40% of the
shares of New Common Stock beneficially owned by them on the original date
of issuance of the Series B Preferred (the "Issue Date"), the 2001 FL
Partnerships are entitled to collectively elect two directors to the Board
of Directors; for so long as the 2001 FL Partnerships beneficially own more
than 20% but less than 40% of the shares of New Common Stock beneficially
owned by them on the Issue Date, the 2001 FL Partnerships are entitled to
collectively elect one director to the Board and to designate a person as a
non-voting observer (a "Board Observer") to attend all meetings of the
Board of Directors; for so long as the 2001 FL Partnerships beneficially
own 20% or less (but at least 10%) of the shares of New Common Stock
beneficially owned by them on the Issue Date, the 2001 FL Partnerships are
entitled to designate two Board observers; and if the 2001 FL Partnerships
beneficially own less than 10% of the shares of New Common Stock
beneficially owned by them on the Issue Date, the 2001 FL Partnerships are
no longer entitled to designate any Board observers and the rights of such
Board observers cease. The Series B Preferred are canceled upon the earlier
of (a) the 2001 FL Partnerships beneficially owning less than 10% of the
shares of New Common Stock beneficially owned by them on the Issue Date or
(b) upon a Change of Control (as defined in the Form of Series B
Certificate of Designation).
The foregoing description of the Series B Preferred is not intended to
be complete and is qualified in its entirety by the complete text of the
Form of Certificate of Designation of the Powers, Preferences and Relative
Participating, Optional and Other Special Rights of Series B Convertible
Preferred Stock and Qualifications, Limitations and Restrictions Thereof
("Form of Series B Certificate of Designation"), which is incorporated
herein by reference. The Form of Series B Certificate of Designation is
filed as Exhibit 14 hereto.
The Warrants are exercisable until the fifth anniversary of their
issuance for an aggregate purchase price of $30 million in cash and are
subject to customary anti-dilution provisions.
The foregoing description of the Warrants is not intended to be
complete and is qualified in its entirety by the complete text of the Form
of Common Stock Purchase Warrant, which is incorporated herein by
reference. The Form of Common Stock Purchase Warrant is filed as Exhibit 15
hereto.
Depending on various factors, including, without limitation, the FL
Partnerships' financial position and investment strategy, the price levels
of the McLeodUSA common stock, conditions in the securities markets and
general economic and industry conditions, each of the Reporting Persons and
the 2001 FL Partnerships may in the future take such actions with respect
to its investment in McLeodUSA as it deems appropriate, including, without
limitation, purchasing additional shares of McLeodUSA common stock or
selling some or all of its McLeodUSA common stock or taking any actions
that might result in any of the matters set forth in subparagraphs (a)-(j)
of Item 4, in each case consistent with their obligations under their
agreements with McLeodUSA.
ITEM 7. Material to be Filed as Exhibits
Item 7 is hereby amended as follows:
1. Stock Purchase Agreement, dated August 30, 1999, among McLeodUSA and
the FL Partnerships.*
2. Registration Rights Agreement, dated as of September 15, 1999, among
McLeodUSA and the FL Partnerships.*
3. Certificate of Designation of the Powers, Preferences and Relative,
Participating, Optional and Other Special Rights of Series B
Cumulative Convertible Preferred Stock and Qualifications, Limitations
and Restrictions Thereof.*
4. Certificate of Designation of the Powers, Preferences and Relative,
Participating, Optional and Other Special Rights of Series C
Convertible Preferred Stock and Qualifications, Limitations and
Restrictions Thereof.*
5. Joint Filing Agreement, dated September 22, 1999.*
6. Exchange Agreement, dated as of September 30, 2001, by and between
McLeodUSA and the FL Partnerships.*
7. Termination Agreement, dated as of September 30, 2001, by and between
McLeodUSA and the FL Partnerships.*
8. Registration Rights Agreement, dated as of September 30, 2001, by and
between McLeodUSA and the FL Partnerships.*
9. Certificate of Designation of the Powers, Preferences and Relative,
Participating, Optional and Other Special Rights of Series D
Convertible Preferred Stock and Qualifications, Limitations and
Restrictions Thereof.*
10. Certificate of Designation of the Powers, Preferences and Relative,
Participating, Optional and Other Special Rights of Series E
Convertible Preferred Stock and Qualifications, Limitations and
Restrictions Thereof.*
11. Joint Filing Agreement, dated December 6, 2001.*
12. Amended and Restated Lock-Up, Support and Voting Agreement, dated as
of January 30, 2002, by and among McLeodUSA and the FL Partnerships.
13. Amended and Restated Preferred Stock Purchase Agreement, dated as of
January 30, 2002, by and among McLeodUSA, the 2001 FL Partnerships and
the FL Partnerships.
14. Form of Certificate of Designation of the Powers, Preferences and
Relative, Participating, Optional and Other Special Rights of Series B
Convertible Preferred Stock and Qualifications, Limitations and
Restrictions Thereof.
15. Form of Common Stock Purchase Warrant.
--------
* Previously filed.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: February 1, 2002
FORSTMANN LITTLE & CO. SUBORDINATED DEBT
AND EQUITY MANAGEMENT BUYOUT
PARTNERSHIP-VI, L.P.
By: FLC XXIX Partnership, L.P.
its general partner
By: /s/ Winston W. Hutchins
--------------------------------
Winston W. Hutchins,
a general partner
FORSTMANN LITTLE & CO. SUBORDINATED DEBT
AND EQUITY MANAGEMENT BUYOUT
PARTNERSHIP-VII, L.P.
By: FLC XXXIII Partnership, L.P.
its general partner
By: /s/ Winston W. Hutchins
--------------------------------
Winston W. Hutchins,
a general partner
FORSTMANN LITTLE & CO. EQUITY PARTNERSHIP-
V, L.P.
By: FLC XXX Partnership, L.P.
its general partner
By: /s/ Winston W. Hutchins
--------------------------------
Winston W. Hutchins,
a general partner
/s/ Theodore J. Forstmann
------------------------------------
Theodore J. Forstmann