-----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, PNKOBnLRDrqtRopFNhHweLFh/flNiyJmOwGI8ndEN99JYdYFr8+19j9Xn5cfiZW9 MNpZMbQSIMO8uaWLvWHSlg== 0000895813-98-000294.txt : 19981125 0000895813-98-000294.hdr.sgml : 19981125 ACCESSION NUMBER: 0000895813-98-000294 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981124 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46203 FILM NUMBER: 98757875 BUSINESS ADDRESS: STREET 1: 6400 C ST SW STREET 2: PO BOX 3177 CITY: CEDAR RAPIDS STATE: IA ZIP: 52406-3177 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPARKS MARY LEE CENTRAL INDEX KEY: 0001047185 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2438 CAMPBELL ROAD NW CITY: ALBUGUERGUE STATE: NM ZIP: 87104 BUSINESS PHONE: 2172354410 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* McLEODUSA INCORPORATED (Name of Issuer) CLASS A COMMON STOCK (Title of class of securities) 582266 10 2 (CUSIP Number) Mary Lee Sparks 2438 Campbell Road, N.W. Albuquerque, New Mexico 87104 505-344-0494 (Name, Address, and Telephone Number of person authorized to receive notices and communications) November 18, 1998 (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 which is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box: [__]. *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 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). CUSIP No. 582266 10 2 13D/A Page 2 1. Name of Reporting Persons / I.R.S. Identification Nos. of Above Persons (Entities Only) Mary Lee Sparks 2. Check the appropriate box if a member of a group: (a) [x] (b) [_] 3. SEC Use Only 4. Source of Funds: 00 5. Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e): [_] 6. Citizenship or Place of Organization: United States of America Number of Shares Beneficially Owned By Each Reporting Person With: 7. Sole Voting Power: 196,678 See Item 5. 8. Shared Voting Power: 332,209 See Item 5. 9. Sole Dispositive Power: 196,678 See Item 5. 10. Shared Dispositive Power: 332,209 See Item 5. 11. Aggregate Amount Beneficially Owned By Each Reporting Person: 528,887 See Item 5. 12. Check box if the aggregate amount in Row (11) excludes certain shares: [_] 13. Percent of Class represented by amount in Row (11): .8% See Item 5. 14. Type of Reporting Person: IN CUSIP No. 582266 10 2 13D/A Page 3 1. Name of Reporting Persons / I.R.S. Identification Nos. of Above Persons (Entities Only) Anne R. Whitten 2. Check the appropriate box if a member of a group: (a) [x] (b) [_] 3. SEC Use Only 4. Source of Funds: 00 5. Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e): [_] 6. Citizenship or Place of Organization: United States of America Number of Shares Beneficially Owned By Each Reporting Person With: 7. Sole Voting Power: 207,129 See Item 5. 8. Shared Voting Power: 0 See Item 5. 9. Sole Dispositive Power: 207,129 See Item 5. 10. Shared Dispositive Power: 0 See Item 5. 11. Aggregate Amount Beneficially Owned By Each Reporting Person: 207,129 See Item 5. 12. Check box if the aggregate amount in Row (11) excludes certain shares: [_] 13. Percent of Class represented by amount in Row (11): 0.3% See Item 5. 14. Type of Reporting Person: IN CUSIP No. 582266 10 2 13D/A Page 4 1. Name of Reporting Persons / I.R.S. Identification Nos. of Above Persons (Entities Only) Barbara S. Federico 2. Check the appropriate box if a member of a group: (a) [x] (b) [_] 3. SEC Use Only 4. Source of Funds: 00 5. Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e): [_] 6. Citizenship or Place of Organization: United States of America Number of Shares Beneficially Owned By Each Reporting Person With: 7. Sole Voting Power: 257,130 See Item 5. 8. Shared Voting Power: 0 See Item 5. 9. Sole Dispositive Power: 257,130 See Item 5. 10. Shared Dispositive Power: 0 See Item 5. 11. Aggregate Amount Beneficially Owned By Each Reporting Person: 257,130 See Item 5. 12. Check box if the aggregate amount in Row (11) excludes certain shares: [_] 13. Percent of Class represented by amount in Row (11): 0.4% See Item 5. 14. Type of Reporting Person: IN CUSIP No. 582266 10 2 13D/A Page 5 1. Name of Reporting Persons / I.R.S. Identification Nos. of Above Persons (Entities Only) John W. Sparks 2. Check the appropriate box if a member of a group: (a) [x] (b) [_] 3. SEC Use Only 4. Source of Funds: 00 5. Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e): [_] 6. Citizenship or Place of Organization: United States of America Number of Shares Beneficially Owned By Each Reporting Person With: 7. Sole Voting Power: 257,129 See Item 5. 8. Shared Voting Power: 0 See Item 5. 9. Sole Dispositive Power: 257,129 See Item 5. 10. Shared Dispositive Power: 0 See Item 5. 11. Aggregate Amount Beneficially Owned By Each Reporting Person: 257,129 See Item 5. 12. Check box if the aggregate amount in Row (11) excludes certain shares: [_] 13. Percent of Class represented by amount in Row (11): 0.4% See Item 5. 14. Type of Reporting Person: IN CUSIP No. 582266 10 2 13D/A Page 6 1. Name of Reporting Persons / I.R.S. Identification Nos. of Above Persons (Entities Only) Christina S. Duncan 2. Check the appropriate box if a member of a group: (a) [x] (b) [_] 3. SEC Use Only 4. Source of Funds: 00 5. Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e): [_] 6. Citizenship or Place of Organization: United States of America Number of Shares Beneficially Owned By Each Reporting Person With: 7. Sole Voting Power: 257,128 See Item 5. 8. Shared Voting Power: 0 See Item 5. 9. Sole Dispositive Power: 257,128 See Item 5. 10. Shared Dispositive Power: 0 See Item 5. 11. Aggregate Amount Beneficially Owned By Each Reporting Person: 257,128 See Item 5. 12. Check box if the aggregate amount in Row (11) excludes certain shares: [_] 13. Percent of Class represented by amount in Row (11): 0.4% See Item 5. 14. Type of Reporting Person: IN CUSIP No. 582266 10 2 13D/A Page 7 1. Name of Reporting Persons / I.R.S. Identification Nos. of Above Persons (Entities Only) Steven L. Grissom 2. Check the appropriate box if a member of a group: (a) [x] (b) [_] 3. SEC Use Only 4. Source of Funds: 00 5. Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e): [_] 6. Citizenship or Place of Organization: United States of America Number of Shares Beneficially Owned By Each Reporting Person With: 7. Sole Voting Power: 6,250 See Item 5. 8. Shared Voting Power: 2,884,329 See Item 5. 9. Sole Dispositive Power: 6,250 See Item 5. 10. Shared Dispositive Power: 2,884,329 See Item 5. 11. Aggregate Amount Beneficially Owned By Each Reporting Person: 2,890,579 See Item 5. 12. Check box if the aggregate amount in Row (11) excludes certain shares: [_] 13. Percent of Class represented by amount in Row (11): 4.6% See Item 5. 14. Type of Reporting Person: IN CUSIP No. 582266 10 2 13D/A Page 8 Item 1. Security and Issuer. This statement relates to the Class A Common Stock, $.01 par value (the "Common Stock"), of McLeodUSA Incorporated, a Delaware corporation (the "Company"), whose principal executive offices are located at 6400 C Street, S.W., P.O. Box 3177, Cedar Rapids, Iowa 52406-3177. This statement also relates to options granted to Richard A. Lumpkin and Steven L. Grissom to purchase Common Stock (see Item 3). Item 2. Identity and Background. This statement is being filed by Mary Lee Sparks, individually and as trustee or settlor, Steven L. Grissom as trustee, Christina S. Duncan, individually and as trustee, Anne R. Whitten, individually and as trustee, Barbara S. Federico, individually and as trustee, and John W. Sparks, individually and as trustee, of the respective trusts listed opposite such person's name in Item 5 below, (each, a "Reporting Person"). The name, residence or business address and present principal occupation or employment of each of the Former CCI Shareholders (as defined in Item 5 below), including the Reporting Persons, are set forth in Schedule A hereto. Similar information for each person who is a director or executive officer of The Lumpkin Foundation (the "Foundation") is also included in Schedule A. Each of the Former CCI Shareholders (including the Reporting Persons) is a citizen of the United States of America, except the Foundation, which is a not-for-profit corporation organized under the laws of Illinois. None of the Reporting Persons has and, to the knowledge of the Reporting Persons, none of the other Former CCI Shareholders nor any of the Foundation's directors or executive officers has, during the past five years, been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Except as indicated below, Mary Lee Sparks, individually, and trusts of which one or more of the respective Reporting Persons are trustees or settlor, as indicated in Item 5 below (the "Trusts"), acquired the shares of Common Stock set forth opposite each Reporting Person's name in Item 5 below in exchange for shares of common stock, Series A cumulative preferred shares and/or Series B cumulative preferred shares of Consolidated Communications Inc., an Illinois corporation ("CCI"), on September 24, 1997 pursuant to an Agreement and Plan of Reorganization dated as of June 14, 1997 by and among CCI, the Company and Eastside Acquisition Co. (the "Merger Agreement"). A copy of the Merger Agreement was filed as Exhibit 2.2 to the Company's Current Report on Form 8-K filed June 26, 1997. On September 24, 1997, Steven L. Grissom was granted a four year employee stock option by the Company to purchase 25,000 shares of Common Stock, at a price of $24.50 per share. This option vests in four equal installments; the option with respect to the first 6,250 shares vested on September 24, 1998. CUSIP No. 582266 10 2 13D/A Page 9 On December 3, 1997, Richard A. Lumpkin was granted an employee stock option by the Company to purchase 40,000 shares of Common Stock at a price of $35.25 per share. This option vests in four equal installments; the option with respect to the first 10,000 shares vested on September 25, 1998. On December 22, 1997, Richard A. Lumpkin was granted an employee stock option by the Company to purchase 5,000 shares of Common Stock at a price of $34.50 per share. This option vests in four equal installments; the option with respect to the first 1,250 shares will vest on December 22, 1998. On December 22, 1997, Steven L. Grissom was granted an employee stock option by the Company to purchase 5,000 shares of Common Stock at a price of $24.25 per share. This option vests in four equal installments; the option with respect to the first 1,250 shares will vest on October 12, 1999. Pursuant to the terms of the Richard A. Lumpkin 1993 Grantor Retained Annuity Trust of which Benjamin I. Lumpkin and Elizabeth A. Lumpkin were trustees, the Trust terminated on December 31, 1997, and one-half of the shares of Common Stock acquired by the Trust under the Merger Agreement were distributed to each of the Benjamin I. Lumpkin Holdback Trust under the Richard Anthony Lumpkin 1993 Grantor Retained Annuity Trust, and the Elizabeth A. Lumpkin Holdback Trust under the Richard Anthony Lumpkin 1993 Grantor Retained Annuity Trust, of which Benjamin I. Lumpkin and Elizabeth L. Celio are trustees. Pursuant to the terms of the Mary Lee Sparks 1993 Grantor Retained Annuity Trust of which each of the other Reporting Persons was a trustee, the Trust terminated on December 31, 1997, and the shares of Common Stock acquired by the Trust under the Merger Agreement were distributed directly to the beneficiaries, as indicated in Item 5, below. Effective December 31, 1997, (i) Richard A. Lumpkin resigned as sole trustee of each of twelve trusts created under the Mary Green Lumpkin Gallo Trust Agreement dated December 29, 1989 (the "Gallo Trusts"), (ii) Bank One, Texas N.A. was appointed trustee of each Gallo Trust and (iii) Richard A. Lumpkin retained the power to direct the vote and investments by each Gallo Trust. Effective December 31, 1997, (i) Richard A. Lumpkin resigned as sole trustee of each of twelve Grandchildren's Trusts created under the Richard Adamson Lumpkin Trust Agreement dated September 5, 1980 (the "Grandchildren's Trusts"), (ii) Bank One, Texas N.A. was appointed trustee of each Grandchildren's Trust and (iii) Richard A. Lumpkin retained the power to direct the vote and investments by each Grandchildren's Trust. The Grandchildren's Trusts continue to hold an aggregate of 377,698 shares of Common Stock. On July 23, 1998, 311,127 shares of Common Stock were distributed, from the trust created under the Trust Agreement dated May 13, 1978 f/b/o Richard Anthony Lumpkin, to Gail Gawthrop Lumpkin, a beneficiary of that Trust. On September 11, 1998, Richard A. Lumpkin and Christina S. Duncan resigned as trustees under the Trust Agreement dated May 13, 1978 f/b/o Mary Lee Sparks, and Mary Lee Sparks and Steven L. Grissom became the trustees of that trust. On October 27, 1998, an aggregate of 1,820,000 shares of Common stock were distributed by the Gallo Trusts to individual beneficiaries of the respective Trust. Concurrently, also on October 27, 1998, each of such beneficiaries contributed the shares received to one or more newly created charitable remainder unitrusts of which that person is sole trustee, as described under Item 5(c). The Gallo Trusts continue to hold an aggregate of 1,719,512 shares. CUSIP No. 582266 10 2 13D/A Page 10 On November 13, 1998, Robert J. Currey resigned as a trustee under the six 1990 Personal Income Trusts established by Margaret L. Keon, the two 1990 Personal Income Trusts established by Richard Anthony Lumpkin and the four 1990 Personal Income Trusts established by Mary Lee Sparks, each dated April 20, 1990, and Steven L. Grissom became a trustee of those trusts. Item 4. Purpose of Transaction. The Reporting Persons acquired the Common Stock for investment purposes. After the issuance of the Common Stock pur- suant to the Merger Agreement, Richard A. Lumpkin and Robert J. Currey, who were previously directors and executive officers of CCI, were elected directors and executive officers of the Company. Subject to the restrictions on disposition of Common Stock which is subject to the provisions of the Stockholders' Agreements described below, any or all of the shares of Common Stock beneficially owned by each Reporting Person may be sold or otherwise disposed of from time to time. None of the Reporting Persons has any other plans or proposals which relate to or would result in any of the matters enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D. See Item 6 below for a description of the Stockholders' Agreements. Item 5. Interest in Securities of Issuer. (a) Individually and as trustee or settlor of the respective Trusts set forth opposite such Reporting Person's name below, Mary Lee Sparks beneficially owns an aggregate of 528,887 shares of Common Stock, which represents approximately .8 percent of the 63,265,321 shares of Common Stock reported by the Company as outstanding on October 30, 1998. As trustee of the respective Trust indicated opposite such Reporting Person's name below, Steven L. Grissom beneficially owns an aggregate of 2,890,579 shares of Common Stock (including 6,250 shares of Common Stock issuable upon the exercise of Mr. Grissom's employee stock option that is exercisable within 60 days), which represents approximately 4.6 percent of the shares of Common Stock outstanding on October 30, 1998. Individually and as trustee of the respective Trusts set forth opposite such Reporting Person's name below, Anne R. Whitten bene- ficially owns an aggregate of 207,129 shares of Common Stock, which represents approximately 0.3 percent of the shares of Common Stock outstanding on October 30, 1998. Barbara S. Federico beneficially owns an aggregate of 257, 130 shares of Common Stock, which represents approximately 0.4 percent of the shares of Common Stock outstanding on October 30, 1998. Christina S. Duncan beneficially owns an aggregate of 257,129 shares of Common Stock, which represents approximately 0.4 percent of the number of shares of Common Stock outstanding on October 30, 1998. John W. Sparks beneficially owns an aggregate of 257,129 shares of Common Stock, which represents approximately 0.4 percent of the shares of Common Stock outstanding on October 30, 1998. The former shareholders of CCI who acquired shares of Common Stock pursuant to the Merger Agreement or who, as described below, received distributions of shares of Common Stock prior to September 25, 1998 (collectively, the "Former CCI Shareholders"), MHC Investment Company, successor by merger to MWR Investments Inc., ("MHC"), Midwest CUSIP No. 582266 10 2 13D/A Page 11 Capital Group, Inc., IES Investments Inc. ("IES"), Clark E. McLeod and Mary E. McLeod, (collectively, the "1997 Principal Stockholders"), are parties to a Stockholders' Agreement dated as of June 14, 1997 and effective September 24, 1997, as amended by Amendment No. 1 to Stockholders' Agreement dated as of September 19, 1997 (the "1997 Stockholders' Agreement") and, accordingly, comprise a group (the "Stockholder Group") within the meaning of Section 13(d)(3) of the Exchange Act. Collectively, insofar as is known to the Reporting Persons, the 1997 Principal Stockholders beneficially own a total of 35,885,883 shares of Common Stock, which represents 56.7 percent of such shares of Common Stock outstanding on October 30, 1998. In addition, the Company, IES Investments Inc., Clark E. McLeod, Mary E. McLeod, Richard A. Lumpkin, Gail G. Lumpkin and certain former CCI shareholders and certain permitted transferees of former CCI shareholders (collectively, the "1998 Principal Stockholders") are parties to a Stockholders' Agreement, dated as of November 18, 1998 (the "1998 Stockholders' Agreement" and, together with the 1997 Stockholders' Agreement, the "Stockholders' Agreements"). The following table sets forth information regarding the shares of Common Stock beneficially owned by the 1997 Principal Stockholders (including the Reporting Persons). Separately set forth below are shares beneficially owned by the Reporting Persons and others, which shares are not subject to the terms of the Stockholders' Agreements. Except as indicated, beneficial ownership by the Former CCI Shareholders reflects their status as trustees of the respective trusts set forth opposite their names in the table. The information shown in the table with respect to each 1997 Principal Stockholder who is not a Former CCI Shareholder (the "Other 1997 Principal Stockholders") is based on the most recent Schedule 13D or Amendment thereto filed by such person that has come to the attention of the Reporting Persons. Reference is made to such filings for further information as to such Other 1997 Principal Stockholders.
Reporting Person Voting and Number of Percent of and Other Former Dispositive Shares of Outstanding CCI Shareholders Trust Powers Common Stock Common Stock Gail Gawthrop Lumpkin N/A Sole 311,127 0.5 Mary Lee Sparks and Trust Agreement dated May 13, Shared 332,209 0.5 Steven L. Grissom 1978 f/b/o Mary Lee Sparks Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,603 0.0 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Joseph John Keon and investments) III CUSIP No. 582266 10 2 13D/A Page 12 Reporting Person Voting and Number of Percent of and Other Former Dispositive Shares of Outstanding CCI Shareholders Trust Powers Common Stock Common Stock Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,603 0.0 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Katherine and investments) Stoddert Keon Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,603 0.0 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Lisa Anne Keon and investments) Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,603 0.0 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Margaret Lynley and investments) Keon Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,603 0.0 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Pamela Keon and investments) Vitale Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,603 0.0 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Susan Tamara Keon and investments) Bank One, Texas NA; Richard Adamson Lumpkin Shared 55,088 0.1 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Benjamin Iverson and investments) Lumpkin Bank One, Texas NA; Richard Adamson Lumpkin Shared 55,088 0.1 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Elizabeth and investments) Arabella Lumpkin Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,476 0.1 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Anne Romayne and investments) Sparks Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,476 0.1 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Barbara Lee and investments) Sparks CUSIP No. 582266 10 2 13D/A Page 13 Reporting Person Voting and Number of Percent of and Other Former Dispositive Shares of Outstanding CCI Shareholders Trust Powers Common Stock Common Stock Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,476 0.1 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Christina Louise and investments) Sparks Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,476 0.1 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o John Woodruff and investments) Sparks Bank One, Texas NA; Trust named for Joseph John Keon Shared 171,291 0.3 Richard A. Lumpkin III created under the Mary (power to direct vote Green Lumpkin Gallo Trust and investments) Agreement dated December 29, 1989 Bank One, Texas NA; Trust named for Katherine Shared 171,291 0.3 Richard A. Lumpkin Stoddert Keon created under (power to direct vote the Mary Green Lumpkin Gallo and investments) Trust Agreement dated December 29, 1989 Bank One, Texas NA; Trust named for Lisa Anne Keon Shared 56,291 0.1 Richard A. Lumpkin created under the Mary Green (power to direct vote Lumpkin Gallo Trust Agreement and investments) dated December 29, 1989 Bank One, Texas NA; Trust named for Margaret Lynley Shared 156,291 0.2 Richard A. Lumpkin Keon created under the Mary (power to direct vote Green Lumpkin Gallo Trust and investments) Agreement dated December 29, 1989 Bank One, Texas NA; Trust named for Pamela Keon Shared 156,291 0.2 Richard A. Lumpkin Vitale created under the Mary (power to direct vote Green Lumpkin Gallo Trust and investments) Agreement dated December 29, 1989 Bank One, Texas NA; Trust named for Susan Tamara Keon Shared 156,291 0.2 Richard A. Lumpkin created under the Mary Green (power to direct vote Lumpkin Gallo Trust Agreement and investments) dated December 29, 1989 CUSIP No. 582266 10 2 13D/A Page 14 Reporting Person Voting and Number of Percent of and Other Former Dispositive Shares of Outstanding CCI Shareholders Trust Powers Common Stock Common Stock Bank One, Texas NA; Trust named for Benjamin Iverson Shared 310,965 0.5 Richard A. Lumpkin Lumpkin created under the Mary (power to direct vote Green Lumpkin Gallo Trust and investments) Agreement dated December 29, 1989 Bank One, Texas NA; Trust named for Elizabeth Shared 310,965 0.5 Richard A. Lumpkin Arabella Lumpkin created under (power to direct vote the Mary Green Lumpkin Gallo and investments) Trust Agreement dated December 29, 1989 Bank One, Texas NA; Trust named for Anne Romayne Shared 94,959 0.2 Richard A. Lumpkin Sparks created under the Mary (power to direct vote Green Lumpkin Gallo Trust and investments) Agreement dated December 29, 1989 Bank One, Texas NA; Trust named for Barbara Lee Shared 44,959 0.1 Richard A. Lumpkin Sparks created under the Mary (power to direct vote Green Lumpkin Gallo Trust and investments) Agreement dated December 29, 1989 Bank One, Texas NA; Trust named for Christina Louise Shared 44,959 0.1 Richard A. Lumpkin Sparks created under the Mary (power to direct vote Green Lumpkin Gallo Trust and investments) Agreement dated December 29, 1989 Bank One, Texas NA; Trust named for John Woodruff Shared 44,959 0.1 Richard A. Lumpkin Sparks created under the Mary (power to direct vote Green Lumpkin Gallo Trust and investments) Agreement dated December 29, 1989 Benjamin I. Lumpkin Benjamin I. Lumpkin Holdback Shared 48,328 0.1 and Elizabeth L. Trust under the Richard Anthony Celio Lumpkin 1993 Grantor Retained Annuity Trust Benjamin I. Lumpkin Elizabeth A. Lumpkin Holdback Shared 48,328 0.1 and Elizabeth L. Trust under the Richard Anthony Celio Lumpkin 1993 Grantor Retained Annuity Trust CUSIP No. 582266 10 2 13D/A Page 15 Reporting Person Voting and Number of Percent of and Other Former Dispositive Shares of Outstanding CCI Shareholders Trust Powers Common Stock Common Stock Mary Lee Sparks N/A Sole 196,678 0.3 Anne R. Whitten N/A Sole 22,359 0.0 Barbara L. Federico N/A Sole 22,360 0.0 Christina L. Duncan N/A Sole 22,359 0.0 John W. Sparks N/A Sole 22,360 0.0 Margaret L. Keon Margaret Lumpkin Keon Trust dated Sole 508,061 0.8 (settlor and trustee) May 13, 1978 Pamela K. Vitale and Joseph J. Keon, III Holdback Shared 16,057 0.0 Joseph J. Keon III Trust under Margaret L. Keon 1993 Grantor Retained Annuity Trust Pamela K. Vitale and Katherine S. Keon Holdback Trust Shared 16,057 0.0 Joseph J. Keon III under Margaret L. Keon 1993 Grantor Retained Annuity Trust Pamela K. Vitale N/A Sole 16,058 0.0 Liese A. Keon N/A Sole 16,058 0.0 Susan T. DeWyngaert N/A Sole 16,058 0.0 Margaret Lynley Keon N/A Sole 16,058 0.0 Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 77,337 0.1 David R. Hodgman Income Trust for the Benefit of Joseph John Keon III dated April 20, 1990 Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 77,337 0.1 David R. Hodgman Income Trust for the Benefit of Katherine Stoddert Keon dated April 20, 1990 Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 77,337 0.1 David R. Hodgman Income Trust for the Benefit of Lisa Anne Keon dated April 20, 1990 Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 77,337 0.1 David R. Hodgman Income Trust for the Benefit of Margaret Lynley Keon dated April 20, 1990 CUSIP No. 582266 10 2 13D/A Page 16 Reporting Person Voting and Number of Percent of and Other Former Dispositive Shares of Outstanding CCI Shareholders Trust Powers Common Stock Common Stock Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 77,337 0.1 David R. Hodgman Income Trust for the Benefit of Pamela Keon Vitale dated April 20, 1990 Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 77,337 0.1 David R. Hodgman Income Trust for the Benefit of Susan Tamara Keon DeWyngaert dated April 20, 1990 Steven L. Grissom and Richard Anthony Lumpkin 1990 Shared 734,701 1.2 David R. Hodgman Personal Income Trust for the Benefit of Benjamin Iverson Lumpkin dated April 20, 1990 Steven L. Grissom and Richard Anthony Lumpkin 1990 Shared 734,701 1.2 David R. Hodgman Personal Income Trust for the Benefit of Elizabeth Arabella Lumpkin dated April 20, 1990 Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 154,674 0.2 David R. Hodgman Income Trust for the Benefit of Anne Romayne Sparks dated April 20, 1990 Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 154,674 0.2 David R. Hodgman Income Trust for the Benefit of Barbara Lee Sparks dated April 20, 1990 Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 154,674 0.2 David R. Hodgman Income Trust for the Benefit of Christina Louise Sparks dated April 20, 1990 Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 154,674 0.2 David R. Hodgman Income Trust for the Benefit of John Woodruff Sparks dated April 20, 1990 Bank One, Texas NA; Richard Anthony Lumpkin Trust Shared 1,822 0.0 Richard A. Lumpkin under the Trust Agreement (power to direct vote dated February 6, 1970 and investments) CUSIP No. 582266 10 2 13D/A Page 17 Reporting Person Voting and Number of Percent of and Other Former Dispositive Shares of Outstanding CCI Shareholders Trust Powers Common Stock Common Stock Bank One, Texas NA; Margaret Anne Keon Trust under Shared 60,619 0.1 Richard A. Lumpkin the Trust Agreement dated (power to direct vote February 6, 1970 and investments) Bank One, Texas NA; Mary Lee Sparks Trust under the Shared 107,030 0.2 Richard A. Lumpkin Trust Agreement dated (power to direct vote February 6, 1970 and investments) The Lumpkin N/A Sole 204,049 0.3 Foundation Richard A. Lumpkin N/A Sole 11,250 0.0 Steven L. Grissom N/A Sole 6,250 0.0
Consists of 10,000 shares underlying option that will be exercisable on December 22, 1998 and 1,250 shares underlying presently exercisable option. Consists of 6,250 shares underlying presently exercisable options. The following shares of Common Stock are beneficially owned by the Other 1997 Principal Stockholders:
Voting and Number of Percent of Other Principal Dispositive Shares of Outstanding Stockholders Trust Powers Common Stock Common Stock Clark E. McLeod and N/A Sole and 9,330,734 14.8 Mary E. McLeod Shared IES Investments, Inc. N/A Sole 10,245,457 16.3 MHC Investment N/A Sole 8,068,866 12.8 Company
In addition to the shares of Common Stock listed above that are held subject to the 1997 Stockholders Agreement, the 1998 Stockholders Agreement or both, the following shares, which were transferred after September 24, 1998 are not subject to the provisions of either of the Stockholders' Agreements:
Voting and Number of Percent of Dispositive Shares of Outstanding Reporting Person Trust Powers Common Stock Common Stock Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT Sole 84,769 0.1 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT Sole 84,769 0.1 dated October 27, 1998 CUSIP No. 582266 10 2 13D/A Page 18 Voting and Number of Percent of Dispositive Shares of Outstanding Reporting Person Trust Powers Common Stock Common Stock Joseph J. Keon III Joseph J. Keon III 1998 CRUT Sole 69,769 0.1 dated October 27, 1998 Katherine S. Keon Katherine S. Keon 1998 CRUT dated Sole 69,769 0.1 October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 Sole 84,769 0.1 NIM-CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse Sole 84,769 0.1 CRUT dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT Sole 84,770 0.1 dated October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated Sole 184,769 0.3 October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse Sole 234,770 0.4 CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse Sole 184,770 0.3 NIM-CRUT dated October 27, 1998 John W. Sparks John W. Sparks 1998 Spouse Sole 75,000 0.1 NIM-CRUT dated October 27, 1998 John W. Sparks John W. Sparks 1998 Spouse CRUT Sole 159,769 0.3 dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse Sole 234,769 0.4 CRUT dated October 27, 1998
(b) The number of shares of Common Stock which Mary Lee Sparks has: (i) sole power to vote or direct the vote 196,678 (ii) shared power to vote or direct the vote 332,209 (iii) sole power to dispose or direct the disposition 196,678 CUSIP No. 582266 10 2 13D/A Page 19 (iv) shared power to dispose or direct the disposition 332,209 The number of shares of Common Stock which Anne R. Whitten has: (i) sole power to vote or direct the vote 207,129 (ii) shared power to vote or direct the vote 0 (iii) sole power to dispose or direct the disposition 207129 (iv) shared power to dispose or direct the disposition 0 The number of shares of Common Stock which Barbara S. Federico has: (i) sole power to vote or direct the vote 257,130 (ii) shared power to vote or direct the vote 0 (iii) sole power to dispose or direct the disposition 257,130 (iv) shared power to dispose or direct the disposition 0 The number of shares of Common Stock which John W. Sparks has: (i) sole power to vote or direct the vote 257,129 (ii) shared power to vote or direct the vote 0 (iii) sole power to dispose or direct the disposition 257,129 (iv) shared power to dispose or direct the disposition 0 The number of shares of Common Stock which Christina S. Duncan has: (i) sole power to vote or direct the vote 257,128 (ii) shared power to vote or direct the vote 0 (iii) sole power to dispose or direct the disposition 257,128 (iv) shared power to dispose or direct the disposition 0 The number of shares of Common Stock which Steven L. Grissom has: (i) sole power to vote or direct the vote 6,250 (ii) shared power to vote or direct the vote 2,884,329 CUSIP No. 582266 10 2 13D/A Page 20 (iii) sole power to dispose or direct the disposition 6,250 (iv) shared power to dispose or direct the disposition 2,884,329 (c) The Reporting Persons and other Former CCI Shareholders acquired an aggregate of 8,488,596 shares of Common Stock as set forth in the table in Item 5(a) above on September 24, 1997, pursuant to the Merger Agreement. Effective December 31, 1997, an aggregate of 282,440 shares of the Common Stock were distributed upon termination of three 1993 Grantor Retained Annuity Trusts to certain Former CCI Shareholders as follows:
Distributing Trust Number of Distributee Shares Richard Anthony Lumpkin 1993 Grantor 48,328 Benjamin I. Lumpkin Holdback Trust under the Richard Retained Annuity Trust Anthony Lumpkin 1993 Grantor Retained Annuity Trust Richard Anthony Lumpkin 1993 Grantor 48,328 Elizabeth A. Lumpkin Holdback Trust under the Richard Retained Annuity Trust Anthony Lumpkin 1993 Grantor Retained Annuity Trust Mary Lee Sparks 1993 Grantor Retained 22,359 Anne R. Whitten Annuity Trust Mary Lee Sparks 1993 Grantor Retained 22,360 Barbara L. Federico Annuity Trust Mary Lee Sparks 1993 Grantor Retained 22,359 Christina L. Duncan Annuity Trust Mary Lee Sparks 1993 Grantor Retained 22,360 John W. Sparks Annuity Trust Margaret L. Keon 1993 Grantor Retained 16,057 Joseph J. Keon, III Holdback Trust under the Annuity Trust Margaret L. Keon 1993 Grantor Retained Annuity Trust Margaret L. Keon 1993 Grantor Retained 16,057 Katherine S. Keon Holdback Trust under the Margaret L. Annuity Trust Keon 1993 Grantor Retained Annuity Trust Margaret L. Keon 1993 Grantor Retained 16,058 Pamela K. Vitale Annuity Trust Margaret L. Keon 1993 Grantor Retained 16,058 Liese A. Keon Annuity Trust Margaret L. Keon 1993 Grantor Retained 16,058 Susan T. DeWyngaert Annuity Trust Margaret L. Keon 1993 Grantor Retained 16,058 Margaret Lynley Keon Annuity Trust /TABLE CUSIP No. 582266 10 2 13D/A Page 21 On July 23, 1998, 311,127 shares of Common Stock were distributed, from the trust created under the Trust Agreement dated May 13, 1978 f/b/o Richard Anthony Lumpkin, to Gail Gawthrop Lumpkin, a beneficiary of that Trust. On September 11, 1998, Richard A. Lumpkin and Christina S. Duncan resigned as trustees under the Trust Agreement dated May 13, 1978 f/b/o Mary Lee Sparks, and Mary Lee Sparks and Steven L. Grissom became the trustees of that Trust. On October 27, 1998, an aggregate of 1,820,000 shares of Common Stock were distributed by various trusts created under the Mary Green Gallo Trust Agreement dated December 29, 1989, to individual beneficiaries of the respective trust. Concurrently, also on October 27, 1998, each of such beneficiaries contributed the shares received to one or more newly created charitable remainder unitrusts as follows:
Number of Trust Receiving Distributing Trust Shares Beneficiary Contribution Trust named for Benjamin Iverson Lumpkin 100,000 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT created under the Mary Green Gallo Trust dated October 27, 1998 Agreement dated December 29, 1989 Trust named for Elizabeth Arabella 100,000 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT Lumpkin created under the Mary Green dated October 27, 1998 Gallo Trust Agreement dated December 29, 1989 Trust named for Joseph John Keon III 85,000 Joseph J. Keon III Joseph J. Keon III 1998 CRUT dated created under the Mary Green Gallo Trust October 27, 1998 Agreement dated December 29, 1989 Trust named for Katherine Stoddert Keon 85,000 Katherine S. Keon Katherine S. Keon 1998 CRUT dated created under the Mary Green Gallo Trust October 27, 1998 Agreement dated December 29, 1989 Trust named for Margaret Lynley Keon 100,000 Margaret Lynley Margaret Lynley Keon 1998 NIM-CRUT created under the Mary Green Gallo Trust Keon dated October 27, 1998 Agreement dated December 29, 1989 Trust named for Susan Tamara Keon created 100,000 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse CRUT under the Mary Green Gallo Trust dated October 27, 1998 Agreement dated December 29, 1989 Trust named for Pamela Keon Vitale 100,000 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT created under the Mary Green Gallo Trust dated October 27, 1998 Agreement dated December 29, 1989 CUSIP No. 582266 10 2 13D/A Page 22 Number of Trust Receiving Distributing Trust Shares Beneficiary Contribution Trust named for Lisa Anne Keon created 200,000 Liese A. Keon Liese A. Keon 1998 CRUT dated under the Mary Green Gallo Trust October 27, 1998 Agreement dated December 29, 1989 Trust named for Barbara Lee Sparks 250,000 Barbara S. Federico Barbara S. Federico 1998 Spouse CRUT created under the Mary Green Gallo Trust dated October 27, 1998 Agreement dated December 29, 1989 Trust named for Anne Romayne Sparks 200,000 Anne S. Whitten Anne S. Whitten 1998 Spouse NIM-CRUT created under the Mary Green Gallo Trust dated October 27, 1998 Agreement dated December 29, 1989 Trust named for John Woodruff Sparks 75,000 John W. Sparks John W. Sparks 1998 Spouse NIM-CRUT created under the Mary Green Gallo Trust dated October 27, 1998 Agreement dated December 29, 1989 Trust named for John Woodruff Sparks 175,000 John W. Sparks John W. Sparks 1998 Spouse CRUT created under the Mary Green Gallo Trust dated October 27, 1998 Agreement dated December 29, 1989 Trust named for Christina Louise Sparks 250,000 Christina S. Duncan Christina S. Duncan 1998 Spouse CRUT created under the Mary Green Gallo Trust dated October 27, 1998 Agreement dated December 29, 1989
On November 5, 1998, the newly created charitable remainder unitrusts described above, together with the Foundation, sold an aggregate of 100,000 shares of Common Stock in market transactions pursuant to Rule 144 under the Securities Act of 1933 (the "Securities Act"). On November 6, 1998, the newly created charitable remainder unitrusts described above, together with the Foundation, sold an aggregate of 98,000 shares of Common Stock in market transactions pursuant to Rule 144. These transactions are further described below:
Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share or Unit Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 11/05/98 4,615 35.75 dated October 27, 1998 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 11/05/98 3,077 35.50 dated October 27, 1998 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 11/06/98 3,846 35.00 dated October 27, 1998 CUSIP No. 582266 10 2 13D/A Page 23 Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share or Unit Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 11/06/98 1,923 35.25 dated October 27, 1998 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 11/06/98 1,539 35.50 dated October 27, 1998 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 11/06/98 231 36.50 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 11/05/98 4,615 35.75 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 11/05/98 3,077 35.50 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 11/06/98 3,847 35.00 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 11/06/98 1,923 35.25 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 11/06/98 1,538 35.50 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 11/06/98 231 36.50 dated October 27, 1998 Joseph J. Keon III Joseph J. Keon III 1998 CRUT 11/05/98 4,615 35.75 dated October 27, 1998 Joseph J. Keon III Joseph J. Keon III 1998 CRUT 11/05/98 3,077 35.50 dated October 27, 1998 Joseph J. Keon III Joseph J. Keon III 1998 CRUT 11/06/98 3,846 35.00 dated October 27, 1998 Joseph J. Keon III Joseph J. Keon III 1998 CRUT 11/06/98 1,924 35.25 dated October 27, 1998 Joseph J. Keon III Joseph J. Keon III 1998 CRUT 11/06/98 1,538 35.50 dated October 27, 1998 Joseph J. Keon III Joseph J. Keon III 1998 CRUT 11/06/98 231 36.50 dated October 27, 1998 Katherine S. Keon Katherine S. Keon 1998 CRUT dated 11/05/98 4,615 35.75 October 27, 1998 Katherine S. Keon Katherine S. Keon 1998 CRUT dated 11/05/98 3,077 35.50 October 27, 1998 CUSIP No. 582266 10 2 13D/A Page 24 Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share or Unit Katherine S. Keon Katherine S. Keon 1998 CRUT dated 11/06/98 3,846 35.00 October 27, 1998 Katherine S. Keon Katherine S. Keon 1998 CRUT dated 11/06/98 1,923 35.25 October 27, 1998 Katherine S. Keon Katherine S. Keon 1998 CRUT dated 11/06/98 1,539 35.50 October 27, 1998 Katherine S. Keon Katherine S. Keon 1998 CRUT dated 11/06/98 231 36.50 October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 11/05/98 4,616 35.75 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 11/05/98 3,077 35.50 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 11/06/98 3,846 35.00 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 11/06/98 1,923 35.25 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 11/06/98 1,538 35.50 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 11/06/98 231 36.50 NIM-CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 11/05/98 4,616 35.75 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 11/05/98 3,077 35.50 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 11/06/98 3,846 35.00 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 11/06/98 1,923 35.25 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 11/06/98 1,538 35.50 CRUT dated October 27, 1998 CUSIP No. 582266 10 2 13D/A Page 25 Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share or Unit Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 11/06/98 231 36.50 CRUT dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 11/05/98 4,615 35.75 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 11/05/98 3,077 35.50 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 11/06/98 3,846 35.00 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 11/06/98 1,923 35.25 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 11/06/98 1,538 35.50 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 11/06/98 231 36.50 dated October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 11/05/98 4,616 35.75 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 11/05/98 3,077 35.50 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 11/06/98 3,846 35.00 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 11/06/98 1,923 35.25 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 11/06/98 1,538 35.50 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 11/06/98 231 36.50 October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 11/05/98 4,615 35.75 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 11/05/98 3,077 35.50 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 11/06/98 3,846 35.00 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 11/06/98 1,923 35.25 CRUT dated October 27, 1998 CUSIP No. 582266 10 2 13D/A Page 26 Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share or Unit Barbara S. Federico Barbara S. Federico 1998 Spouse 11/06/98 1,538 35.50 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 11/06/98 231 36.50 CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 11/05/98 4,615 35.75 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 11/05/98 3,077 35.50 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 11/06/98 3,846 35.00 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 11/06/98 1,923 35.25 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 11/06/98 1,539 35.50 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 11/06/98 230 36.50 NIM-CRUT dated October 27, 1998 John W. Sparks John W. Sparks 1998 Spouse CRUT 11/05/98 4,615 35.75 dated October 27, 1998 John W. Sparks John W. Sparks 1998 Spouse CRUT 11/05/98 3,077 35.50 dated October 27, 1998 John W. Sparks John W. Sparks 1998 Spouse CRUT 11/06/98 3,846 35.00 dated October 27, 1998 John W. Sparks John W. Sparks 1998 Spouse CRUT 11/06/98 1,923 35.25 dated October 27, 1998 John W. Sparks John W. Sparks 1998 Spouse CRUT 11/06/98 1,539 35.50 dated October 27, 1998 John W. Sparks John W. Sparks 1998 Spouse CRUT 11/06/98 231 36.50 dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 11/05/98 4,616 35.75 CRUT dated October 27, 1998 CUSIP No. 582266 10 2 13D/A Page 27 Christina S. Duncan Christina S. Duncan 1998 Spouse 11/05/98 3,076 35.50 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 11/06/98 3,847 35.00 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 11/06/98 1,923 35.25 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 11/06/98 1,539 35.50 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 11/06/98 230 36.50 CRUT dated October 27, 1998 The Lumpkin N/A 11/05/98 4,616 35.75 Foundation The Lumpkin N/A 11/05/98 3,077 35.50 Foundation The Lumpkin N/A 11/06/98 3,846 35.00 Foundation The Lumpkin N/A 11/06/98 1,923 35.25 Foundation The Lumpkin N/A 11/06/98 1,539 35.50 Foundation
Except for these transactions, none of the Reporting Persons or to their knowledge any of the other Former CCI Shareholders has effected any transaction in the Common Stock during the past 60 days. The Reporting Persons have no information as to whether any of the other 1997 Principal Stockholders has effected any other transactions in the Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. CUSIP No. 582266 10 2 13D/A Page 28 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The 1997 Principal Stockholders (including the Reporting Persons) and the Company have, with respect to the respective shares of capital stock of the Company owned by each such 1997 Principal Stockholder (exclusive of shares transferred to such stockholder after September 24, 1998), (exclusive of shares transferred to such stockholder after September 24, 1998), entered into the 1997 Stockholders' Agreement, effective September 24, 1997. Pursuant to the 1997 Stockholders' Agreement, each of the distributees of shares from a 1993 Grantor Retained Annuity Trust (as described in Item 5(c) above) and Gail Gawthrop Lumpkin have agreed, as a condition to the transfer of the shares, to be bound by the terms of the 1997 Stockholders' Agreement. The 1997 Stockholders' Agreement provides that each 1997 Principal Stockholder, for so long as such 1997 Principal Stockholder owns at least 10% (treating Richard A. Lumpkin and the other Former CCI Shareholders as a single 1997 Principal Stockholder for this purpose) of the outstanding capital stock of the Company (but in no event longer than three years), shall vote such 1997 Principal Stockholder's stock and take all action within its power to: (i) establish the size of the Board of Directors of the Company at up to eleven directors; (ii) cause to be elected to the Board of Directors of the Company one director designated by IES (for so long as IES owns at least 10% of the outstanding capital stock of the Company); (iii) cause to be elected to the Board of Directors of the Company one director designated by MHC (for so long as MHC owns at least 10% of the outstanding capital stock of the Company); (iv) cause Richard A. Lumpkin to be elected to the Board of Directors of the Company (for so long as Mr. Lumpkin and the other Former CCI Shareholders collectively own at least 10% of the outstanding capital stock of the Company); (v) cause to be elected to the Board of Directors of the Company three directors who are executive officers of the Company designated by Clark E. McLeod (for so long as Clark E. McLeod and Mary E. McLeod own at least 10% of the outstanding capital stock of the Company); and (vi) cause to be elected to the Board of Directors of the Company four non-employee directors nominated by the Board of Directors of the Company. The 1997 Stockholders' Agreement also provides that, for a period which ended September 24, 1998, subject to certain exceptions, the 1997 Principal Stockholders (including the Reporting Persons) would not sell or otherwise dispose of any equity securities of the Company without the consent of the Board of Directors of the Company. The foregoing description of the 1997 Stockholders' Agreement is qualified in its entirety by reference to the 1997 Stockholders' Agreement which was filed as an exhibit to the original filing of this Schedule and is incorporated herein by reference. CUSIP No. 582266 10 2 13D/A Page 29 The 1998 Principal Stockholders and the Company have, with respect to the respective shares of capital stock of the Company owned by each such 1998 Principal Stockholder, entered into the 1998 Stockholders' Agreement, effective November 18, 1998. The 1998 Stockholders' Agreement provides that until December 31, 2001 (the "Expiration Date"), the 1998 Principal Stockholders will not offer, sell, contract to sell, grant any option to purchase or otherwise dispose of, directly or indirectly, ("Transfer"), any equity securities of the Company, or any other securities convertible into or exercisable for such equity securities, beneficially owned by such 1998 Principal Stockholder without receiving the prior written consent of the Board of Directors of the Company, except for certain permitted transfers as provided under the 1998 Stockholders' Agreement. The 1998 Stockholders' Agreement further provides that the Board of Directors shall determine on a quarterly basis commencing with the quarter ending December 31, 1998 and ending on the Expiration Date, the aggregate number, if any, of shares of Common Stock (not to exceed in the aggregate 150,000 shares per quarter) that the 1998 Principal Stockholders may Transfer during certain designated trading periods following the release of the Company's quarterly or annual financial results. The 1998 Stockholders' Agreement provides that to the extent the Board of Directors grants registration rights to a Principal Stockholder in connection with a Transfer of securities of the Company by such Principal Stockholder, it will grant similar registration rights to the other parties as set forth in the 1998 Stockholders' Agreement. In addition, the 1998 Stockholders' Agreement provides that the Board of Directors shall determine on an annual basis commencing with the year ending December 31, 1999 and ending on the Expiration Date (each such year, an "Annual Period"), the aggregate number, if any, of shares of Common Stock (not to exceed in the aggregate on an annual basis a number of shares equal to 15% of the total number of shares of Common Stock beneficially owned by the 1998 Principal Stockholders as of December 31, 1998) (the "Registrable Amount"), to be registered by the Company under the Securities Act, for Transfer by the 1998 Principal Stockholders. The 1998 Stockholders' Agreement also provides that in any underwritten primary offering (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto or other form which would not permit the inclusion of shares of Common Stock of the 1998 Principal Stockholders), the Company will give written notice of such offering to the 1998 Principal Stockholders and will undertake to register the shares of Common Stock of such parties up to the Registrable Amount, if any, as determined by the Board. The 1998 Stockholders' Agreement provides that the Company may subsequently determine not to register any shares of the 1998 Principal Stockholders under the Securities Act and may either not file a registration statement or otherwise withdraw or abandon a registration statement previously filed. CUSIP No. 582266 10 2 13D/A Page 30 The 1998 Stockholders' Agreement terminates on the Expiration Date. In addition, if during any Annual Period the Company has not provided a 1998 Principal Stockholder a reasonable opportunity to Transfer pursuant to the registration of securities under the Securities Act or pursuant to certain other provisions of the 1998 Stockholders' Agreement on the terms therein specified an aggregate number of shares of Common Stock equal to not less than 15% of the total number of shares of Common Stock beneficially owned by such 1998 Principal Stockholder as of December 31, 1998, then such 1998 Principal Stockholder may terminate the 1998 Stockholders' Agreement as applied to such 1998 Principal Stockholder within 10 business days following the end of any such Annual Period. The 1998 Stockholders' Agreement also contains provisions relating to the designation and election of directors to the Company's Board of Directors which provisions take effect on the terms and under the circumstances specified therein. The foregoing description of the 1998 Stockholders' Agreement is qualified in its entirety by reference to the 1998 Stockholders' Agreement which was filed as an exhibit to the Company's Current Report on Form 8-K, filed on November 19, 1998, and is incorporated herein by reference. On May 20, 1998, Steven L. Grissom entered into a contract with CIBC Oppenheimer Corp. for the sale of an option to purchase 500 shares of Common Stock, exercisable on January 15, 1999. Steven L. Grissom participates in the Company's Employee Stock Pur- chase Plan and anticipates the right to acquire in January 1999 $22,500 in value of Common Stock at a purchase price per share to be determined pursuant to such plan. Item 7. Materials to be Filed as Exhibits. 1. Stockholders' Agreement dated as of June 14, 1997, among the Company, Former CCI Shareholders, (including the Reporting Persons), IES, Midwest Capital Group, Inc., MHC, Clark E. McLeod and Mary E. McLeod, together with Amendment No. 1 to Stockholders' Agreement dated as of September 19, 1997. (Incorporated by reference to the Exhibit of the same number to the original Schedule 13D, filed October 6, 1997.) 2. Stockholders' Agreement, dated as of November 18, 1998, among the Company, IES, Clark E. McLeod, Mary E. McLeod, Richard A. Lumpkin, Gail G. Lumpkin and certain former CCI shareholders and certain permitted transferees of former CCI shareholders listed on Schedule I thereto. (Incorporated by reference to the Exhibit 99.1 of the Company's Current Report on Form 8-K, filed on November 19, 1998.) 3. Joint Filing Agreement set forth below. JOINT FILING AGREEMENT By signing this Schedule 13D/A below, each of the Reporting Persons agrees pursuant to Rule 13d-1(f) that this Amendment to Schedule 13D is filed on behalf of each Reporting Person. CUSIP No. 582266 10 2 13D/A Page 31 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. Date: November 20, 1998 Mary Lee Sparks Anne R. Whitten Barbara S. Federico Christina S. Duncan John W. Sparks Steven L. Grissom CUSIP No. 582266 10 2 13D/A Page 32 SCHEDULE A The following information sets forth the name, business or residence address and present principal occupation of the Former CCI Shareholders (including the Reporting Persons) and includes each of the directors and executive officers of The Lumpkin Foundation (the "Foundation"). Except as set forth in Item 5 of this Schedule 13D/A, none of the directors or executive officers of the Foundation is the beneficial owner of any Common Stock of the Company.
Name Occupation Address Susan T. DeWyngaert Physician 335 South 7th Street Philadelphia, Pennsylvania 19106 Christina L. Duncan Homemaker; (Director of the 194 North Bald Hill Road (aka Christina Sparks Duncan) Foundation) New Canaan, Connecticut 06840 Barbara L. Federico Homemaker 4840 Ashville Bay Road (aka Barbara Sparks Federico) Ashville, New York 14710 Steven L. Grissom Treasurer of Illinois Consolidated Communications/ Consolidated Telephone Company McLeodUSA 121 South 17th Street Mattoon, Illinois 61938 David R. Hodgman Attorney Schiff Hardin & Waite 7300 Sears Tower Chicago, Illinois 60606 Joseph J. Keon III Owner of Parissound c/o Keon Associates Communications, Author/ 16 Miller Avenue, Suite 203 Filmmaker Mill Valley, California 94941 Liese A. Keon Management Consultant 2868 South Lakeridge Trail Boulder, Colorado 80302 Margaret L. Keon Owner of Keon Associates, Career c/o Keon Associates Consultant; (Director and Vice 16 Miller Avenue, Suite 203 President of the Foundation) Mill Valley, California 94941 Margaret Lynley Keon Investment Banker 56 Bourne St. London, England SW1W8JD Benjamin I. Lumpkin Graduate Student 1316 West Howard St., #1 Chicago, Illinois 60626 Elizabeth L. Celio (aka Graduate Student; (Director of 815 Columbian Elizabeth A. Lumpkin) the Foundation) Oak Park, Illinois 60302 CUSIP No. 582266 10 2 13D/A Page 33 Name Occupation Address Richard A. Lumpkin Chief Executive Officer of Illinois Consolidated Illinois Consolidated Telephone Telephone Company Company; Vice Chairman of 121 South 17th Street McLeodUSA Incorporated (Director Mattoon, Illinois 61938 and Treasurer of the Foundation) John W. Sparks Owner of Knave of All Trades, 229 Saavedra, S.W. Cabinet Maker/Construction Albuquerque, New Mexico 87105 Mary Lee Sparks Homemaker; (Director and 2438 Campbell Road, N.W. President of the Foundation) Albuquerque, New Mexico 87104 Pamela Keon Vitale Keon Associates, Career c/o Keon Associates Consultant; (Director of the 16 Miller Avenue, Suite 203 Foundation) Mill Valley, California 94941 Anne R. Whitten Homemaker 38 Goodhue Road (aka Anne Sparks Whitten) Windham, New Hampshire 03087
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