-----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, FB0pJp4nT8GNRop97pjPE7+j2Y4NUf6zwCV26w3CmD5sUiCxWBU8ctpdvAuMnnK3 Id3dRZyTT1Kjqfmfna+LLQ== 0000895813-99-000250.txt : 19990624 0000895813-99-000250.hdr.sgml : 19990624 ACCESSION NUMBER: 0000895813-99-000250 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990528 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: 99637832 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: 6400 C ST SW STREET 2: PO BOX 3177 CITY: CEDAR RAPIDS STATE: IA ZIP: 52406-3177 FORMER COMPANY: FORMER CONFORMED NAME: MCLEOD INC DATE OF NAME CHANGE: 19960403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LUMPKIN FOUNDATION CENTRAL INDEX KEY: 0001047187 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CONSOLIDATED COMMUNICATIONS STREET 2: 121 SOUTH 17TH STREET CITY: MATTOON STATE: IL ZIP: 61938 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) The Lumpkin Foundation c/o Steven L. Grissom 121 South 17th Street Mattoon, Illinois 61938 217-235-4410 (Name, Address, and Telephone Number of person authorized to receive notices and communications) May 12, 1999 (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: [__]. Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1 (a) 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 (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 Page 2 1. Name of Reporting Person / I.R.S. Identification Nos. of Above Person (Entities Only) The Lumpkin Foundation 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: Illinois Number of Shares Beneficially Owned By Each Reporting Person With: 7. Sole Voting Power: 97,353 8. Shared Voting Power: 0 9. Sole Dispositive Power: 97,353 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned By Each Reporting Person: 97,353 12. Check box if the aggregate amount in Row (11) excludes certain shares: [_] 13. Percent of Class represented by amount in Row (11): 0.1 See Item 5. 14. Type of Reporting Person: CO CUSIP No. 582266 10 2 13D Page 3 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 The Lumpkin Foundation, an Illinois not-for-profit corporation (the "Reporting Person" or the "Foundation"). The name, residence or business address and present principal occupation or employment of each executive officer and director of the Foundation and of the Former CCI Shareholders (as defined in Item 5 below), including the Reporting Person, are set forth in Schedule A hereto. To the Foundation's knowledge, none of such persons 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. During the past five years, the Foundation has not 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. The Reporting Person acquired the shares of Common Stock set forth opposite its name in Item 5 below in exchange for shares of common stock 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. CUSIP No. 582266 10 2 13D Page 4 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. 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 vested 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. On December 31, 1998, Richard A. Lumpkin was granted an employee stock option by the Company to purchase 40,000 shares of Common Stock at a price of $29.75 per share. This option vests in four equal installments; the option with respect to the first 10,000 shares will vest on December 31, 1999. On December 31, 1998, Steven L. Grissom was granted an employee stock option by the Company to purchase 5,000 shares of Common Stock at a price of $29.75 per share. This option vests in four equal installments; the option with respect to the first 1,250 shares will vest on December 31, 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 Margaret L. Keon 1993 Grantor Retained Annuity Trust of which Pamela K. Vitale and Joseph J. Keon, III were trustees, the Trust terminated on December 31, 1997, and the shares of Common Stock acquired by the Trust under the Merger CUSIP No. 582266 10 2 13D Page 5 Agreement were distributed to the beneficiaries or to Holdback Trusts for their benefit, 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 374,498 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). On or about October 28, 1998, the trustees of the charitable remainder unitrusts named Steven L. Grissom as agent with respect to the sale of shares from those trusts. The Gallo Trusts continue to hold an aggregate of 1,701,112 shares. 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 (the "1990 Personal Income Trusts"), and Steven L. Grissom became a trustee of those trusts. On or about November 23, 1998, the trustees of the 1990 Personal Income Trusts named Richard A. Lumpkin as agent with respect to the sale of shares from those trusts. CUSIP No. 582266 10 2 13D Page 6 On January 4, 1999, Steven L. Grissom acquired 806 shares of Common Stock at approximately $27.90 per share, pursuant to the Company's Employee Stock Purchase Plan. On April 14, 1999, Elizabeth L. Celio and Benjamin I. Lumpkin each contributed 25,000 shares of Common Stock from their respective Holdback Trusts to their respective charitable remainder trusts. Item 4. Purpose of Transaction. The Reporting Person acquired the Common Stock for investment purposes. After the issuance of the Common Stock pursuant 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. Any or all of the shares of Common Stock beneficially owned by the Reporting Person may be sold or otherwise disposed of from time to time. The Reporting Person does not have 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. On May 12, 1999, the 1990 Personal Income Trusts and the Margaret Lumpkin Keon Trust, dated May 13, 1978 (collectively, the "Selling Stockholders") sold shares of Common Stock pursuant to a registered stock offering (See Item 5). In connection with the offering, the Selling Stockholders entered into an underwriting agreement on May 12, 1999 (the "Underwriting Agreement") with other stockholders of the Company, including certain Other Principal Stockholders (defined below) and Salomon Smith Barney Inc., Credit Suisse First Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of certain underwriters (the "Underwriters"). Under the terms of the Underwriting Agreement, the Selling Stockholders granted the Underwriters an option to purchase up to an aggregate of 560,308 shares of Common Stock to cover over- allotments of the securities sold to the Underwriters by the Selling Stockholders and other sellers pursuant to the Underwriting Agreement. The Underwriters may exercise the option in whole or in part at any time (but not more than once)on or before June 11, 1999. The Underwriting Agreement is incorporated by reference to Exhibit 1.1 of the Company's Form S-3/A, filed by the Company on May 12, 1999. On April 13, 1999, Steven L. Grissom entered into a market transaction for the sale of an option to purchase 500 shares of Common Stock, exercisable from April 13, 1999 until October 16, 1999. Item 5. Interest in Securities of Issuer. (a) The Reporting Person beneficially owns an aggregate of 97,353 shares of Common Stock, which represents approximately 0.1 CUSIP No. 582266 10 2 13D Page 7 percent of the 74,801,022 shares of Common Stock outstanding on May 10, 1999. 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 October 25, 1998 (collectively, the "Former CCI Shareholders"), MHC Investment Company, successor by merger to MWR Investments Inc. ("MWR"), 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"). The Reporting Person believes that MHC sold most of its shares of Common Stock in the registered offering on May 12, 1999. As a consequence, the 1997 Stockholders' Agreement no longer has any substantive effect. In addition, the Company, IES Investments Inc., Clark E. McLeod, Mary E. McLeod, Richard A. Lumpkin, Gail G. Lumpkin and certain former CCI shareholders (other than the Reporting Person) 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"). The Company, IES Investments Inc., Clark E. McLeod, Mary E. McLeod, Richard A. Lumpkin and Gail G. Lumpkin are also parties to a Stockholders' Agreement with M/C Investors L.L.C. and Media/Communications Partners III Limited Partnership, dated as of January 7, 1999 (the "1999 Stockholders' Agreement" and, together with the 1998 Stockholders' Agreement, the "Stockholders' Agreements"). The parties to the Stockholders' Agreements comprise a group within the meaning of Section 13(d)(3) of the Exchange Act. On or about January 26, 1999, the other former CCI shareholders who are parties to the 1998 Stockholders' Agreement, along with certain permitted transferees, also became parties to the 1999 Stockholders' Agreement. Collectively, insofar as is known to the Reporting Person, the parties subject to the Stockholders' Agreements beneficially own a total of 30,567,307 shares of Common Stock, which represents approximately 40.9% of the shares of Common Stock outstanding on May 10, 1999. The following table sets forth information regarding the shares of Common Stock beneficially owned by the parties subject to either or both of the Stockholders' Agreements (including the Reporting Person). Separately set forth below are shares beneficially owned by the Reporting Person 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 party to either or both of the Stockholders' Agreements 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 Person and CUSIP No. 582266 10 2 13D Page 8 the Company's Form S-3/A, filed with the Securities and Exchange Commission (the "Commission") on May 12, 1999. Reference is made to such filings for further information as to such Other 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 0.4 Mary Lee Sparks and Trust Agreement dated May 13, Shared 332,209 0.4 Steven L. Grissom 1978 f/b/o Mary Lee Sparks Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,403 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 Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,403 0.0 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Katherine Stoddert and investments) Keon Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,403 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 23,403 0.0 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Margaret Lynley and investments) Keon CUSIP No. 582266 10 2 13D/A Page 9 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 23,403 0.0 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Pamela Keon Vitale and investments) Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,403 0.0 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Susan Tamara Keon and investments) DeWyngaert Bank One, Texas NA; Richard Adamson Lumpkin Shared 54,688 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 54,688 0.1 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Elizabeth Arabella and investments) Lumpkin Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,176 0.0 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 31,176 0.0 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Barbara Lee Sparks and investments) Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,176 0.0 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 31,176 0.0 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 169,891 0.2 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 169,891 0.2 Richard A. Lumpkin Stoddert Keon created under the (power to direct vote Mary Green Lumpkin Gallo Trust and investments) Agreement dated December 29, 1989 CUSIP No. 582266 10 2 13D/A Page 10 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 Lisa Anne Keon Shared 54,891 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 154,891 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 154,891 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 154,891 0.2 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 Benjamin Iverson Shared 308,965 0.4 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 308,965 0.4 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 93,459 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 Barbara Lee Shared 43,459 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 43,459 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 43,459 0.1 Richard A. Lumpkin Sparks created under the Mary (power to direct vote Green Lumpkin Gallo Trust and investments) Agreement dated December 29, Mary Lee Sparks N/A Sole 196,678 0.3 Margaret L. Keon Margaret Lumpkin Keon Trust dated Sole 505,861 0.7 (settlor and trustee) May 13, 1978 CUSIP No. 582266 10 2 13D/A Page 11 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 16,406 0.0 David R. Hodgman; Income Trust for the Benefit of Richard A. Lumpkin Joseph John Keon III dated (power to direct sale April 20, 1990 of shares) Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 16,406 0.0 David R. Hodgman; Income Trust for the Benefit of Richard A. Lumpkin Katherine Stoddert Keon dated (power to direct sale April 20, 1990 of shares) Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 16,406 0.0 David R. Hodgman; Income Trust for the Benefit of Richard A. Lumpkin Lisa Anne Keon dated April 20, (power to direct sale 1990 of shares) Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 16,406 0.0 David R. Hodgman; Income Trust for the Benefit of Richard A. Lumpkin Margaret Lynley Keon dated (power to direct sale April 20, 1990 of shares) Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 16,406 0.0 David R. Hodgman; Income Trust for the Benefit of Richard A. Lumpkin Pamela Keon Vitale dated April (power to direct sale 20, 1990 of shares) Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 16,406 0.0 David R. Hodgman; Income Trust for the Benefit of Richard A. Lumpkin Susan Tamara Keon DeWyngaert (power to direct sale dated April 20, 1990 of shares) Steven L. Grissom and Richard Anthony Lumpkin 1990 Shared 587,564 0.8 David R. Hodgman; Personal Income Trust for the Richard A. Lumpkin Benefit of Benjamin Iverson (power to direct sale Lumpkin dated April 20, 1990 of shares) Steven L. Grissom and Richard Anthony Lumpkin 1990 Shared 587,564 0.8 David R. Hodgman; Personal Income Trust for the Richard A. Lumpkin Benefit of Elizabeth Arabella (power to direct sale Lumpkin dated April 20, 1990 of shares) 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 Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 71,916 0.1 David R. Hodgman; Income Trust for the Benefit of Richard A. Lumpkin Anne Romayne Sparks dated April (power to direct sale 20, 1990 of shares) Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 71,916 0.1 David R. Hodgman; Income Trust for the Benefit of Richard A. Lumpkin Barbara Lee Sparks dated April (power to direct sale 20, 1990 of shares) Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 71,916 0.1 David R. Hodgman; Income Trust for the Benefit of Richard A. Lumpkin Christina Louise Sparks dated (power to direct sale April 20, 1990 of shares) Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 71,916 0.1 David R. Hodgman; Income Trust for the Benefit of Richard A. Lumpkin John Woodruff Sparks dated (power to direct sale April 20, 1990 of shares) Bank One, Texas NA; Richard Anthony Lumpkin Trust Shared 1,822 0.0 Richard A. Lumpkin under the Trust Agreement dated (power to direct vote February 6, 1970 and investments) 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 0.1 Richard A. Lumpkin Trust Agreement dated (power to direct vote February 6, 1970 and investments) Richard A. Lumpkin N/A Sole 11,250 (1) 0.0
(1) Consists of 11,250 shares underlying presently exercisable option. CUSIP No. 582266 10 2 13D/A Page 13 The following shares of Common Stock are beneficially owned by the Other 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 9,570,285 12.8 Mary E. McLeod Shared IES Investments, Inc. N/A Sole 9,383,596 12.5 MHC Investment N/A Sole 28,124 0.0 Company M/C III, L.L.C. and N/A Sole and 3,728,608 5.0 Media/Communications Shared Partner III Limited Partnership
In addition to the shares of Common Stock listed above that are held subject to the Stockholders' Agreements, the following shares are not subject to the provisions of either the 1998 Stockholders' Agreement or the 1999 Stockholders' Agreement:
Voting and Number of Percent of Dispositive Shares of Outstanding Reporting Person Trust Powers Common Stock Common Stock Liese A. Keon; Steven Liese A. Keon 1998 CRUT dated Sole; Shared 94,128 0.1 L. Grissom (power to October 27, 1998 direct sale of shares) Barbara S. Federico; Barbara S. Federico 1998 Spouse Sole; Shared 138,069 0.2 Steven L. Grissom CRUT dated October 27, 1998 (power to direct sale of shares) Anne S. Whitten; Anne S. Whitten 1998 Spouse Sole; Shared 98,070 0.1 Steven L. Grissom NIM-CRUT dated October 27, 1998 (power to direct sale of shares) John W. Sparks; John W. Sparks 1998 Spouse Sole; Shared 4,000 0.0 Steven L. Grissom NIM-CRUT dated October 27, 1998 (power to direct sale of shares) John W. Sparks; John W. Sparks 1998 Spouse CRUT Sole; Shared 146,433 0.2 Steven L. Grissom dated October 27, 1998 (power to direct sale of shares) CUSIP No. 582266 10 2 13D/A Page 14 Voting and Number of Percent of Dispositive Shares of Outstanding Reporting Person Trust Powers Common Stock Common Stock Christina S. Duncan; Christina S. Duncan 1998 Spouse Sole; Shared 143,070 0.2 Steven L. Grissom CRUT dated October 27, 1998 (power to direct sale of shares) Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 Sole; Shared 25,000 0.0 Steven L. Grissom NIM-CRUT dated (power to direct sale October 27, 1999 of shares) Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT Sole; Shared 25,000 0.0 Steven L. Grissom dated October 27, 1998 (power to direct sale of shares) Benjamin I. Lumpkin Benjamin I. Lumpkin Holdback Shared 4,261 0.0 and Elizabeth L. Trust under the Richard Anthony Celio Lumpkin 1993 Grantor Retained Annuity Trust Benjamin I. Lumpkin Elizabeth A. Lumpkin Holdback Shared 4,258 0.0 and Elizabeth L. Trust under the Richard Anthony Celio Lumpkin 1993 Grantor Retained Annuity Trust Anne R. Whitten N/A Sole 2,359 0.0 Barbara L. Federico N/A Sole 12,360 0.0 Christina L. Duncan N/A Sole 7,359 0.0 The Lumpkin N/A Sole 97,353 0.1 Foundation Steven L. Grissom N/A Sole 5,756 (1) 0.0
(1) Includes 5,250 shares underlying presently exercisable option. (b) The number of shares of Common Stock which the Reporting Person has: (i) sole power to vote or direct the vote 97,353 (ii) shared power to vote or direct the vote 0 (iii) sole power to dispose or direct the disposition 97,353 (iv) shared power to dispose or direct the disposition 0 CUSIP No. 582266 10 2 13D/A Page 15 (c) The Reporting Person and other Former CCI Shareholders acquired an aggregate of 8,488,596 shares of Common Stock 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
On May 12, 1999, the 1990 Personal Income Trusts and the Margaret Lumpkin Keon Trust, dated May 13, 1978, sold an aggregate of 939,692 shares of Common Stock pursuant to a registered stock offering CUSIP No. 582266 10 2 13D/A Page 16 under the Securities Act of 1933 (the "Securities Act"). These transactions are further described below:
Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share or Unit Steven L. Grissom and David Margaret L. Keon 1990 Personal 05/12/99 58,631 $53.68 R. Hodgman; Richard A. Income Trust for the Benefit of Lumpkin (power to direct Joseph John Keon III dated April sale of shares) 20, 1990 Steven L. Grissom and David Margaret L. Keon 1990 Personal 05/12/99 58,631 53.68 R. Hodgman; Richard A. Income Trust for the Benefit of Lumpkin (power to direct Katherine Stoddert Keon dated sale of shares) April 20, 1990 Steven L. Grissom and David Margaret L. Keon 1990 Personal 05/12/99 58,631 53.68 R. Hodgman; Richard A. Income Trust for the Benefit of Lumpkin (power to direct Lisa Anne Keon dated April 20, sale of shares) 1990 Steven L. Grissom and David Margaret L. Keon 1990 Personal 05/12/99 58,631 53.68 R. Hodgman; Richard A. Income Trust for the Benefit of Lumpkin (power to direct Margaret Lynley Keon dated April sale of shares) 20, 1990 Steven L. Grissom and David Margaret L. Keon 1990 Personal 05/12/99 58,631 53.68 R. Hodgman; Richard A. Income Trust for the Benefit of Lumpkin (power to direct Pamela Keon Vitale dated April sale of shares) 20, 1990 Steven L. Grissom and David Margaret L. Keon 1990 Personal 05/12/99 58,631 53.68 R. Hodgman; Richard A. Income Trust for the Benefit of Lumpkin (power to direct Susan Tamara Keon DeWyngaert sale of shares) dated April 20, 1990 Steven L. Grissom and David Richard Anthony Lumpkin 1990 05/12/99 137,037 53.68 R. Hodgman; Richard A. Personal Income Trust for the Lumpkin (power to direct Benefit of Benjamin Iverson sale of shares) Lumpkin dated April 20, 1990 Steven L. Grissom and David Richard Anthony Lumpkin 1990 05/12/99 137,037 53.68 R. Hodgman; Richard A. Personal Income Trust for the Lumpkin (power to direct Benefit of Elizabeth Arabella sale of shares) Lumpkin dated April 20, 1990 Steven L. Grissom and David Mary Lee Sparks 1990 Personal 05/12/99 78,308 53.68 R. Hodgman; Richard A. Income Trust for the Benefit of Lumpkin (power to direct Anne Romayne Sparks dated April sale of shares) 20, 1990 CUSIP No. 582266 10 2 13D/A Page 17 Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share or Unit Steven L. Grissom and David Mary Lee Sparks 1990 Personal 05/12/99 78,308 53.68 R. Hodgman; Richard A. Income Trust for the Benefit of Lumpkin (power to direct Barbara Lee Sparks dated April sale of shares) 20, 1990 Steven L. Grissom and David Mary Lee Sparks 1990 Personal 05/12/99 78,308 53.68 R. Hodgman; Richard A. Income Trust for the Benefit of Lumpkin (power to direct Christina Louise Sparks dated sale of shares) April 20, 1990 Steven L. Grissom and David Mary Lee Sparks 1990 Personal 05/12/99 78,308 53.68 R. Hodgman; Richard A. Income Trust for the Benefit of Lumpkin (power to direct John Woodruff Sparks dated April sale of shares) 20, 1990 Margaret L. Keon (settlor Margaret Lumpkin Keon Trust 05/12/99 600 53.68 and trustee) dated May 13, 1978
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 CUSIP No. 582266 10 2 13D/A Page 18 Number of Trust Receiving Distributing Trust Shares Beneficiary Contribution 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 100,000 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse CRUT DeWyngaert created under the Mary Green dated October 27, 1998 Gallo Trust 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 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
Between March 22, 1999 and April 14, 1999, the newly created charitable remainder unitrusts described above, together with the Foundation, sold an aggregate of 581,099 shares of Common Stock in market transactions pursuant to Rule 144 under the Securities Act. There were no other sales by the charitable remainder unitrusts during the last 60 days. These transactions are further described below: CUSIP No. 582266 10 2 13D/A Page 19
Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/22/99 1,154 41.00 NIM-CRUT dated October 27, 1998 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/29/99 1,923 41.00 NIM-CRUT dated October 27, 1998 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/29/99 1,923 41.50 NIM-CRUT dated October 27, 1998 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/29/99 1,923 41.63 NIM-CRUT dated October 27, 1998 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/29/99 1,923 41.75 NIM-CRUT dated October 27, 1998 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/30/99 1,923 41.75 NIM-CRUT dated October 27, 1998 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/30/99 769 41.88 NIM-CRUT dated October 27, 1999 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/30/99 577 42.31 NIM-CRUT dated October 27, 1999 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/30/99 1,346 42.38 NIM-CRUT dated October 27, 1999 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/30/99 385 43.00 NIM-CRUT dated October 27, 1999 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/31/99 385 43.38 NIM-CRUT dated October 27, 1999 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/31/99 1,539 43.00 NIM-CRUT dated October 27, 1999 CUSIP No. 582266 10 2 13D/A Page 20 Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/31/99 1,923 43.06 NIM-CRUT dated October 27, 1999 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/31/99 1,923 43.25 NIM-CRUT dated October 27, 1999 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 04/01/99 2,115 43.50 NIM-CRUT dated October 27, 1999 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 04/01/99 193 43.56 NIM-CRUT dated October 27, 1999 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 04/05/99 1,153 43.88 NIM-CRUT dated October 27, 1999 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 04/05/99 770 44.00 NIM-CRUT dated October 27, 1999 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 04/05/99 769 44.13 NIM-CRUT dated October 27, 1999 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 04/09/99 18,846 47.84 NIM-CRUT dated October 27, 1999 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/22/99 1,154 41.00 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/29/99 1,924 41.00 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/29/99 1,923 41.50 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/29/99 1,923 41.63 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/29/99 1,923 41.75 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/30/99 1,923 41.75 dated October 27, 1998 CUSIP No. 582266 10 2 13D/A Page 21 Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/30/99 770 41.88 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/30/99 576 42.31 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/30/99 1,346 42.38 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/30/99 385 43.00 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/31/99 384 43.38 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/31/99 1,539 43.00 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/31/99 1,923 43.06 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/31/99 1,923 43.25 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 04/01/99 2,115 43.50 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 04/01/99 193 43.56 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 04/05/99 1,154 43.88 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 04/05/99 769 44.00 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 04/05/99 769 44.13 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 04/09/99 18,846 47.84 dated October 27, 1998 Joseph J. Keon III Joseph J. Keon III 1998 CRUT 03/22/99 1,154 41.00 dated October 27, 1998 Joseph J. Keon III Joseph J. Keon III 1998 CRUT 03/31/99 482 43.06 dated October 27, 1998 Joseph J. Keon III Joseph J. Keon III 1998 CRUT 03/31/99 1,923 43.25 dated October 27, 1998 CUSIP No. 582266 10 2 13D/A Page 22 Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share Joseph J. Keon III Joseph J. Keon III 1998 CRUT 04/01/99 2,166 43.50 dated October 27, 1998 Joseph J. Keon III Joseph J. Keon III 1998 CRUT 04/01/99 192 43.56 dated October 27, 1998 Joseph J. Keon III Joseph J. Keon III 1998 CRUT 04/05/99 1,154 43.88 dated October 27, 1998 Joseph J. Keon III Joseph J. Keon III 1998 CRUT 04/05/99 769 44.00 dated October 27, 1998 Joseph J. Keon III Joseph J. Keon III 1998 CRUT 04/05/99 769 44.13 dated October 27, 1998 Joseph J. Keon III Joseph J. Keon III 1998 CRUT 04/09/99 19,903 47.84 dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 03/22/99 1,154 41.00 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 03/29/99 1,923 41.00 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 03/29/99 1,923 41.50 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 03/29/99 1,923 41.63 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 03/29/99 1,923 41.75 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 03/30/99 1,923 41.75 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 03/30/99 769 41.88 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 03/30/99 577 42.31 NIM-CRUT 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 Margaret Lynley Keon Margaret Lynley Keon 1998 03/30/99 1,346 42.38 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 03/30/99 385 43.00 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 03/31/99 385 43.38 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 03/31/99 1,538 43.00 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 03/31/99 1,923 43.06 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 03/31/99 1,923 43.25 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 04/01/99 2,115 43.50 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 04/01/99 192 43.56 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 04/05/99 1,153 43.88 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 04/05/99 769 44.00 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 04/05/99 770 44.13 NIM-CRUT dated October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 04/09/99 18,847 47.84 NIM-CRUT dated 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 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 03/30/99 481 41.75 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 03/30/99 769 41.88 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 03/30/99 577 42.31 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 03/30/99 1,346 42.38 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 03/30/99 384 43.00 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 03/31/99 384 43.38 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 03/31/99 1,539 43.00 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 03/31/99 1,923 43.06 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 03/31/99 1,923 43.25 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/01/99 2,115 43.50 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/01/99 192 43.56 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/05/99 1,154 43.88 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 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/05/99 770 44.00 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/05/99 769 44.13 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/09/99 21,708 47.84 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/12/99 1,364 51.75 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/12/99 455 52.13 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/13/99 909 52.63 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/13/99 1,819 52.75 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/13/99 455 53.00 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/13/99 1,364 52.88 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/13/99 909 53.06 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/13/99 1,363 53.25 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/13/99 909 53.75 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 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/13/99 1,363 53.88 CRUT dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/14/99 2,287 55.23 CRUT dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/22/99 1,154 41.00 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/29/99 1,923 41.00 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/29/99 1,923 41.50 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/29/99 1,923 41.63 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/29/99 1,923 41.75 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/30/99 1,923 41.75 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/30/99 770 41.88 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/30/99 577 42.31 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/30/99 1,346 42.38 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/30/99 384 43.00 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/31/99 385 43.38 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/31/99 1,538 43.00 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/31/99 1,923 43.06 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/31/99 1,924 43.25 dated October 27, 1998 CUSIP No. 582266 10 2 13D/A Page 27 Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 04/09/99 21,706 47.84 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 04/12/99 1,363 51.75 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 04/12/99 455 52.13 dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 04/13/99 322 52.63 dated October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 03/22/99 1,153 41.00 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 03/29/99 1,923 41.00 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 03/29/99 1,923 41.50 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 03/29/99 1,923 41.63 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 03/29/99 1,924 41.75 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 03/30/99 1,923 41.75 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 03/30/99 769 41.88 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 03/30/99 577 42.31 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 03/30/99 1,346 42.38 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 03/30/99 385 43.00 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 03/31/99 385 43.38 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 03/31/99 1,538 43.00 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 03/31/99 1,923 43.06 October 27, 1998 CUSIP No. 582266 10 2 13D/A Page 28 Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share Liese A. Keon Liese A. Keon 1998 CRUT dated 03/31/99 1,923 43.25 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 04/01/99 2,115 43.50 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 04/01/99 192 43.56 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 04/05/99 1,154 43.88 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 04/05/99 769 44.00 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 04/05/99 770 44.13 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 04/09/99 21,707 47.84 October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated 04/14/99 3,011 55.23 October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 03/22/99 1,154 41.00 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 03/29/99 1,923 41.00 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 03/29/99 1,923 41.50 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 03/29/99 1,923 41.63 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 03/29/99 1,923 41.75 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 03/30/99 1,923 41.75 CRUT dated October 27, 1998 CUSIP No. 582266 10 2 13D/A Page 29 Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share Barbara S. Federico Barbara S. Federico 1998 Spouse 03/30/99 769 41.88 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 03/30/99 577 42.31 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 03/30/99 1,346 42.38 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 03/30/99 385 43.00 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 03/31/99 384 43.38 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 03/31/99 1,539 43.00 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 03/31/99 1,923 43.06 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 03/31/99 1,923 43.25 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 04/01/99 2,116 43.50 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 04/01/99 192 43.56 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 04/05/99 1,154 43.88 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 04/05/99 769 44.00 CRUT dated October 27, 1998 CUSIP No. 582266 10 2 13D/A Page 30 Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share Barbara S. Federico Barbara S. Federico 1998 Spouse 04/05/99 769 44.13 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 04/09/99 21,707 47.84 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 04/13/99 910 52.63 CRUT dated October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse 04/14/99 8,160 55.23 CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 03/30/99 231 43.00 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 03/31/99 385 43.38 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 03/31/99 1,538 43.00 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 03/31/99 1,923 43.06 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 03/31/99 1,923 43.25 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 04/01/99 2,116 43.50 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 04/01/99 192 43.56 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 04/05/99 1,154 43.88 NIM-CRUT dated October 27, 1998 CUSIP No. 582266 10 2 13D/A Page 31 Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share Anne S. Whitten Anne S. Whitten 1998 Spouse 04/05/99 770 44.00 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 04/05/99 769 44.13 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 04/09/99 21,707 47.84 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 04/12/99 1,364 51.75 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 04/12/99 454 52.13 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 04/13/99 909 52.63 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 04/13/99 1,818 52.75 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 04/13/99 455 53.00 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 04/13/99 1,363 52.88 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 04/13/99 909 53.06 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 04/13/99 1,364 53.25 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 04/13/99 909 53.75 NIM-CRUT dated October 27, 1998 CUSIP No. 582266 10 2 13D/A Page 32 Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share Anne S. Whitten Anne S. Whitten 1998 Spouse 04/13/99 1,364 53.88 NIM-CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse 04/14/99 8,159 55.23 NIM-CRUT dated October 27, 1998 John W. Sparks John W. Sparks 1998 Spouse CRUT 04/13/99 909 52.63 dated October 27, 1998 John W. Sparks John W. Sparks 1998 Spouse CRUT 04/13/99 1,818 52.75 dated October 27, 1998 John W. Sparks John W. Sparks 1998 Spouse CRUT 04/13/99 455 53.00 dated October 27, 1998 John W. Sparks John W. Sparks 1998 Spouse CRUT 04/13/99 1,363 52.88 dated October 27, 1998 John W. Sparks John W. Sparks 1998 Spouse CRUT 04/13/99 910 53.06 dated October 27, 1998 John W. Sparks John W. Sparks 1998 Spouse CRUT 04/13/99 1,363 53.25 dated October 27, 1998 John W. Sparks John W. Sparks 1998 Spouse CRUT 04/13/99 909 53.75 dated October 27, 1998 John W. Sparks John W. Sparks 1998 Spouse CRUT 04/13/99 963 53.88 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 04/14/99 800 55.23 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 03/22/99 1,154 41.00 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 03/29/99 1,923 41.00 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 03/29/99 1,923 41.50 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 03/29/99 1,923 41.63 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 03/29/99 1,923 41.75 dated October 27, 1998 CUSIP No. 582266 10 2 13D/A Page 33 Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share John W. Sparks John W. Sparks 1998 NIM-CRUT 03/30/99 1,923 41.75 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 03/30/99 770 41.88 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 03/30/99 577 42.31 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 03/30/99 1,346 42.38 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 03/30/99 384 43.00 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 03/31/99 385 43.38 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 03/31/99 1,538 43.00 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 03/31/99 1,923 43.06 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 03/31/99 1,923 43.25 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 04/01/99 2,115 43.50 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 04/01/99 193 43.56 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 04/05/99 1,154 43.88 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 04/05/99 769 44.00 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 04/05/99 769 44.13 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 04/09/99 16,705 47.84 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 04/12/99 1,363 51.75 dated October 27, 1998 John W. Sparks John W. Sparks 1998 NIM-CRUT 04/12/99 455 52.13 dated October 27, 1998 CUSIP No. 582266 10 2 13D/A Page 34 Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share John W. Sparks John W. Sparks 1998 NIM-CRUT 04/13/99 401 53.88 dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 03/22/99 1,154 41.00 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 03/29/99 1,923 41.00 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 03/29/99 1,923 41.50 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 03/29/99 1,923 41.63 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 03/29/99 1,923 41.75 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 03/30/99 1,923 41.75 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 03/30/99 769 41.88 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 03/30/99 577 42.31 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 03/30/99 1,346 42.38 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 03/30/99 385 43.00 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 03/31/99 384 43.38 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 03/31/99 1,539 43.00 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 03/31/99 1,923 43.06 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 03/31/99 1,923 43.25 CRUT dated October 27, 1998 CUSIP No. 582266 10 2 13D/A Page 35 Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share Christina S. Duncan Christina S. Duncan 1998 Spouse 04/09/99 16,706 47.84 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 04/12/99 1,364 51.75 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 04/12/99 454 52.13 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 04/13/99 909 52.63 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 04/13/99 1,818 52.75 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 04/13/99 455 53.00 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 04/13/99 1,364 52.88 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 04/13/99 909 53.06 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 04/13/99 1,364 53.25 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 04/13/99 909 53.75 CRUT dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse 04/13/99 1,363 53.88 CRUT dated October 27, 1998 Christine S. Duncan Christina S. Duncan 1998 Spouse 04/14/99 3,161 55.23 CRUT dated October 27, 1998 The Lumpkin N/A 03/22/99 1,153 41.00 Foundation The Lumpkin N/A 03/29/99 1,923 41.00 Foundation The Lumpkin N/A 03/29/99 1,924 41.50 Foundation The Lumpkin N/A 03/29/99 1,923 41.63 Foundation The Lumpkin N/A 03/29/99 1,923 41.75 Foundation CUSIP No. 582266 10 2 13D/A Page 36 Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share The Lumpkin N/A 03/30/99 1,923 41.75 Foundation The Lumpkin N/A 03/30/99 769 41.88 Foundation The Lumpkin N/A 03/30/99 577 42.31 Foundation The Lumpkin N/A 03/30/99 1,347 42.38 Foundation The Lumpkin N/A 03/30/99 384 43.00 Foundation The Lumpkin N/A 03/31/99 385 43.38 Foundation The Lumpkin N/A 03/31/99 1,538 43.00 Foundation The Lumpkin N/A 03/31/99 1,923 43.06 Foundation The Lumpkin N/A 03/31/99 1,923 43.25 Foundation The Lumpkin N/A 04/01/99 2,115 43.50 Foundation The Lumpkin N/A 04/01/99 192 43.56 Foundation The Lumpkin N/A 04/05/99 1,154 43.88 Foundation The Lumpkin N/A 04/05/99 769 44.00 Foundation The Lumpkin N/A 04/05/99 769 44.13 Foundation The Lumpkin N/A 04/09/99 21,708 47.84 Foundation The Lumpkin N/A 04/12/99 1,364 51.75 Foundation The Lumpkin N/A 04/12/99 455 52.13 Foundation CUSIP No. 582266 10 2 13D/A Page 37 Number of Date of Shares of Price per Reporting Person Trust Transaction Common Stock Share The Lumpkin N/A 04/13/99 909 52.63 Foundation The Lumpkin N/A 04/13/99 1,818 52.75 Foundation The Lumpkin N/A 04/13/99 454 53.00 Foundation The Lumpkin N/A 04/13/99 1,363 52.88 Foundation The Lumpkin N/A 04/13/99 909 53.06 Foundation The Lumpkin N/A 04/13/99 1,364 53.25 Foundation The Lumpkin N/A 04/13/99 909 53.75 Foundation The Lumpkin N/A 04/13/99 1,364 53.88 Foundation The Lumpkin N/A 04/14/99 8,157 55.23 Foundation
Between March 22, 1999 and May 3, 1999, the following individuals and trusts sold an aggregate of 180,689 shares of Common Stock in market transactions pursuant to Rule 144 under the Securities Act. There were no other sales by these individuals and trusts during the last 60 days. These transactions are further described below:
Number of Date of Shares of Price per Share Reporting Person Trust Transaction Common Stock Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/12/99 1,363 $51.75 and Elizabeth L. Holdback Trust under Richard Celio Anthony Lumpkin 1993 Grantor Retained Annuity Trust Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/12/99 455 52.13 and Elizabeth L. Holdback Trust under Richard Celio Anthony Lumpkin 1993 Grantor Retained Annuity Trust CUSIP No. 582266 10 2 13D/A Page 38 Number of Date of Shares of Price per Share Reporting Person Trust Transaction Common Stock Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/13/99 909 52.63 and Elizabeth L. Holdback Trust under Richard Celio Anthony Lumpkin 1993 Grantor Retained Annuity Trust Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/13/99 1,818 52.75 and Elizabeth L. Holdback Trust under Richard Celio Anthony Lumpkin 1993 Grantor Retained Annuity Trust Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/13/99 454 53.00 and Elizabeth L. Holdback Trust under Richard Celio Anthony Lumpkin 1993 Grantor Retained Annuity Trust Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/13/99 1,364 52.88 and Elizabeth L. Holdback Trust under Richard Celio Anthony Lumpkin 1993 Grantor Retained Annuity Trust Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/13/99 909 53.06 and Elizabeth L. Holdback Trust under Richard Celio Anthony Lumpkin 1993 Grantor Retained Annuity Trust Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/13/99 1,364 53.25 and Elizabeth L. Holdback Trust under Richard Celio Anthony Lumpkin 1993 Grantor Retained Annuity Trust Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/13/99 909 53.75 and Elizabeth L. Holdback Trust under Richard Celio Anthony Lumpkin 1993 Grantor Retained Annuity Trust Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/13/99 1,364 53.88 and Elizabeth L. Holdback Trust under Richard Celio Anthony Lumpkin 1993 Grantor Retained Annuity Trust Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/14/99 8,158 55.23 and Elizabeth L. Holdback Trust under Richard Celio Anthony Lumpkin 1993 Grantor Retained Annuity Trust CUSIP No. 582266 10 2 13D/A Page 39 Number of Date of Shares of Price per Share Reporting Person Trust Transaction Common Stock Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/12/99 1,364 51.75 and Elizabeth L. Trust under Richard Anthony Celio Lumpkin 1993 Grantor Retained Annuity Trust Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/12/99 454 52.13 and Elizabeth L. Trust under Richard Anthony Celio Lumpkin 1993 Grantor Retained Annuity Trust Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/13/99 909 52.63 and Elizabeth L. Trust under Richard Anthony Celio Lumpkin 1993 Grantor Retained Annuity Trust Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/13/99 1,819 52.75 and Elizabeth L. Trust under Richard Anthony Celio Lumpkin 1993 Grantor Retained Annuity Trust Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/13/99 454 53.00 and Elizabeth L. Trust under Richard Anthony Celio Lumpkin 1993 Grantor Retained Annuity Trust Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/13/99 1,364 52.88 and Elizabeth L. Trust under Richard Anthony Celio Lumpkin 1993 Grantor Retained Annuity Trust Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/13/99 909 53.06 and Elizabeth L. Trust under Richard Anthony Celio Lumpkin 1993 Grantor Retained Annuity Trust Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/13/99 1,363 53.25 and Elizabeth L. Trust under Richard Anthony Celio Lumpkin 1993 Grantor Retained Annuity Trust Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/13/99 909 53.75 and Elizabeth L. Trust under Richard Anthony Celio Lumpkin 1993 Grantor Retained Annuity Trust CUSIP No. 582266 10 2 13D/A Page 40 Number of Date of Shares of Price per Share Reporting Person Trust Transaction Common Stock Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/13/99 1,364 53.88 and Elizabeth L. Trust under Richard Anthony Celio Lumpkin 1993 Grantor Retained Annuity Trust Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/14/99 8,161 55.23 and Elizabeth L. Trust under Richard Anthony Celio Lumpkin 1993 Grantor Retained Annuity Trust Pamela K. Vitale and By Joseph J. Keon III Holdback 03/29/99 1,923 41.00 Joseph J. Keon III Trust under the Margaret L. Keon 1993 Grantor Retained Annuity Trust Pamela K. Vitale and By Joseph J. Keon III Holdback 03/29/99 1,923 41.50 Joseph J. Keon III Trust under the Margaret L. Keon 1993 Grantor Retained Annuity Trust Pamela K. Vitale and By Joseph J. Keon III Holdback 03/29/99 1,923 41.63 Joseph J. Keon III Trust under the Margaret L. Keon 1993 Grantor Retained Annuity Trust Pamela K. Vitale and By Joseph J. Keon III Holdback 03/29/99 1,923 41.75 Joseph J. Keon III Trust under the Margaret L. Keon 1993 Grantor Retained Annuity Trust Pamela K. Vitale and By Joseph J. Keon III Holdback 03/30/99 1,923 41.75 Joseph J. Keon III Trust under the Margaret L. Keon 1993 Grantor Retained Annuity Trust Pamela K. Vitale and By Joseph J. Keon III Holdback 03/30/99 769 41.88 Joseph J. Keon III Trust under the Margaret L. Keon 1993 Grantor Retained Annuity Trust Pamela K. Vitale and By Joseph J. Keon III Holdback 03/30/99 577 42.31 Joseph J. Keon III Trust under the Margaret L. Keon 1993 Grantor Retained Annuity Trust CUSIP No. 582266 10 2 13D/A Page 41 Number of Date of Shares of Price per Share Reporting Person Trust Transaction Common Stock Pamela K. Vitale and By Joseph J. Keon III Holdback 03/30/99 1,346 42.38 Joseph J. Keon III Trust under the Margaret L. Keon 1993 Grantor Retained Annuity Trust Pamela K. Vitale and By Joseph J. Keon III Holdback 03/30/99 385 43.00 Joseph J. Keon III Trust under the Margaret L. Keon 1993 Grantor Retained Annuity Trust Pamela K. Vitale and By Joseph J. Keon III Holdback 03/31/99 384 43.38 Joseph J. Keon III Trust under the Margaret L. Keon 1993 Grantor Retained Annuity Trust Pamela K. Vitale and By Joseph J. Keon III Holdback 03/31/99 1,539 43.00 Joseph J. Keon III Trust under the Margaret L. Keon 1993 Grantor Retained Annuity Trust Pamela K. Vitale and By Joseph J. Keon III Holdback 03/31/99 1,442 43.06 Joseph J. Keon III Trust under the Margaret L. Keon 1993 Grantor Retained Annuity Trust Pamela K. Vitale and By Katherine S. Keon Holdback 04/05/99 1,154 43.88 Joseph J. Keon III Trust under the Margaret L. Keon 1993 Grantor Retained Annuity Trust Pamela K. Vitale and By Katherine S. Keon Holdback 04/05/99 769 44.00 Joseph J. Keon III Trust under the Margaret L. Keon 1993 Grantor Retained Annuity Trust Pamela K. Vitale and By Katherine S. Keon Holdback 04/05/99 769 44.13 Joseph J. Keon III Trust under the Margaret L. Keon 1993 Grantor Retained Annuity Trust Pamela K. Vitale and By Katherine S. Keon Holdback 04/09/99 13,365 47.84 Joseph J. Keon III Trust under the Margaret L. Keon 1993 Grantor Retained Annuity Trust Susan T. DeWyngaert N/A 03/22/99 1,154 41.00 Susan T. DeWyngaert N/A 03/29/99 1,923 41.00 CUSIP No. 582266 10 2 13D/A Page 42 Number of Date of Shares of Price per Share Reporting Person Trust Transaction Common Stock Susan T. DeWyngaert N/A 03/29/99 1,923 41.50 Susan T. DeWyngaert N/A 03/29/99 1,923 41.63 Susan T. DeWyngaert N/A 03/29/99 1,923 41.75 Susan T. DeWyngaert N/A 03/30/99 1,443 41.75 Pamela K. Vitale N/A 04/01/99 2,116 43.50 Pamela K. Vitale N/A 04/01/99 192 43.56 Pamela K. Vitale N/A 04/05/99 1,154 43.88 Pamela K. Vitale N/A 04/05/99 769 44.00 Pamela K. Vitale N/A 04/05/99 770 44.13 Pamela K. Vitale N/A 04/13/99 587 52.63 Pamela K. Vitale N/A 04/13/99 1,818 52.75 Pamela K. Vitale N/A 04/13/99 455 53.00 Pamela K. Vitale N/A 04/13/99 1,363 52.88 Pamela K. Vitale N/A 04/13/99 909 53.06 Pamela K. Vitale N/A 04/13/99 1,364 53.25 Pamela K. Vitale N/A 04/13/99 909 53.75 Pamela K. Vitale N/A 04/13/99 1,364 53.88 Pamela K. Vitale N/A 04/14/99 2,288 55.23 Liese A. Keon N/A 04/12/99 1,364 51.75 Liese A. Keon N/A 04/12/99 454 52.13 Liese A. Keon N/A 04/13/99 909 52.63 Liese A. Keon N/A 04/13/99 1,818 52.75 Liese A. Keon N/A 04/13/99 455 53.00 Liese A. Keon N/A 04/13/99 1,364 52.88 Liese A. Keon N/A 04/13/99 909 53.06 Liese A. Keon N/A 04/13/99 1,364 53.25 Liese A. Keon N/A 04/13/99 909 53.75 CUSIP No. 582266 10 2 13D/A Page 43 Number of Date of Shares of Price per Share Reporting Person Trust Transaction Common Stock Liese A. Keon N/A 04/13/99 1,363 53.88 Liese A. Keon N/A 04/14/99 5,149 55.23 Margaret Lynley Keon N/A 04/12/99 1,363 51.75 Margaret Lynley Keon N/A 04/12/99 455 52.13 Margaret Lynley Keon N/A 04/13/99 909 52.63 Margaret Lynley Keon N/A 04/13/99 1,818 52.75 Margaret Lynley Keon N/A 04/13/99 454 53.00 Margaret Lynley Keon N/A 04/13/99 1,364 52.88 Margaret Lynley Keon N/A 04/13/99 909 53.06 Margaret Lynley Keon N/A 04/13/99 1,364 53.25 Margaret Lynley Keon N/A 04/13/99 909 53.75 Margaret Lynley Keon N/A 04/13/99 1,364 53.88 Margaret Lynley Keon N/A 04/13/99 5,149 55.23 Anne R. Whitten N/A 03/22/99 1,154 41.00 Anne R. Whitten N/A 03/29/99 1,923 41.00 Anne R. Whitten N/A 03/29/99 1,923 41.50 Anne R. Whitten N/A 03/29/99 1,923 41.63 Anne R. Whitten N/A 03/29/99 1,923 41.75 Anne R. Whitten N/A 03/30/99 1,923 41.75 Anne R. Whitten N/A 03/30/99 769 41.88 Anne R. Whitten N/A 03/30/99 577 42.31 Anne R. Whitten N/A 03/30/99 1,347 42.38 Anne R. Whitten N/A 03/30/99 153 43.00 John W. Sparks N/A 04/09/99 5,000 47.84 John W. Sparks N/A 04/14/99 7,360 55.23 Barbara L. Federico N/A 04/12/99 1,364 51.75 Barbara L. Federico N/A 04/12/99 454 52.13 CUSIP No. 582266 10 2 13D/A Page 44 Number of Date of Shares of Price per Share Reporting Person Trust Transaction Common Stock Barbara L. Federico N/A 04/13/99 1,818 52.75 Barbara L. Federico N/A 04/13/99 454 53.00 Barbara L. Federico N/A 04/13/99 1,364 52.88 Barbara L. Federico N/A 04/13/99 909 53.06 Barbara L. Federico N/A 04/13/99 1,363 53.25 Barbara L. Federico N/A 04/13/99 910 53.75 Barbara L. Federico N/A 04/13/99 1,364 53.88 Christina L. Duncan N/A 04/01/99 2,116 43.50 Christina L. Duncan N/A 04/01/99 192 43.56 Christina L. Duncan N/A 04/05/99 1,154 43.88 Christina L. Duncan N/A 04/05/99 769 44.00 Christina L. Duncan N/A 04/05/99 769 44.13 Christina L. Duncan N/A 04/09/99 5,000 47.84 Christina L. Duncan N/A 04/14/99 5,000 55.23 Steven L. Grissom N/A 05/03/99 900 59.94 Steven L. Grissom N/A 05/03/99 100 59.88
Except for these transactions, neither Reporting Person nor to its knowledge any of the other Former CCI Shareholders has effected any transaction in the Common Stock during the past 60 days. The Reporting Person has no information as to whether any of the other Principal Stockholders has effected any other transactions in the Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The 1997 Principal Stockholders (including the Reporting Person) and the Company, 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 CUSIP No. 582266 10 2 13D/A Page 45 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 agreed, as a condition to the transfer of the shares, to be bound by the terms of the 1997 Stockholders' Agreement. The substantive provisions of the 1997 Stockholders' Agreement ceased to be effective on or about May 18, 1999, when MHC reduced its ownership of the Common Stock. The 1997 Stockholders' Agreement included certain voting agreements and certain restrictions on transfer of equity securities. 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. 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. Under the 1998 Stockholders' Agreement, each 1998 Principal Stockholder agreed, until such party owns less than 4 million shares of Common Stock or until December 31, 2001, whichever occurs first, to vote such stockholder's shares and take all action within its power to: (i) establish the size of our board of directors at up to 11 directors; (ii) cause to be elected to the Board of Directors of the Company one director designated by Interstate Energy Corporation for so long as IES owns at least 4 million shares of Common Stock; (iii) cause to be elected to the Board of Directors of the Company three directors who are executive officers of the Company designated by Clark McLeod for so long as Clark and Mary McLeod collectively own at least 4 million shares of Common Stock; (iv) cause Richard Lumpkin to be elected to the Board of Directors of the Company for so long as the Former CCI Shareholders who are a party to the agreement collectively own at least 4 million shares of Common Stock; and (v) cause to be elected to the Board of Directors of the Company up to six non- employee directors nominated by the Board. 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 CUSIP No. 582266 10 2 13D/A Page 46 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. 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 foregoing description of the 1998 Stockholders' Agreement is qualified in its entirety by reference to the 1998 CUSIP No. 582266 10 2 13D/A Page 47 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. In connection with the Company's acquisition of Ovation Communications, Inc. ("Ovation"), the Company, IES Investments Inc., Clark E. McLeod, Mary E. McLeod, Richard A. Lumpkin and Gail G. Lumpkin entered into the 1999 Stockholders' Agreement with certain Stockholders of Ovation pursuant to which, among other things, such Ovation stockholders agree to certain restrictions on the transfer of Common Stock and the designation and election of directors to the Company's Board of Directors. On or about January 26, 1999, the other former CCI shareholders who are parties to the 1998 Stockholders' Agreement, along with certain permitted transferees, also became parties to the 1999 Stockholders' Agreement. The foregoing description of the 1999 Stockholders' Agreement is qualified in its entirety by reference to the 1999 Stockholders' Agreement which was filed as an exhibit to the Company's current Report on Form 8-K, filed on January 14, 1999, and is incorporated herein by reference. On or about October 28, 1998, the trustees of the charitable remainder unitrusts named Steven L. Grissom as agent with respect to the sale of shares from those trusts. On or about November 23, 1998, the trustees of the 1990 Personal Income Trusts named Richard A. Lumpkin as agent with respect to the sale of shares from those trusts. Steven L. Grissom participates in the Company's Employee Stock Purchase Plan. Pursuant to such plan, he acquired 806 shares of Common Stock on January 4, 1999 at approximately $27.90 per share. On May 12, 1999, the 1990 Personal Income Trusts and the Margaret Lumpkin Keon Trust, dated May 13, 1978 (collectively, the "Selling Stockholders") entered into an underwriting agreement on May 12, 1999 (the "Underwriting Agreement") with other stockholders of the Company, including certain Other Principal Stockholders and Salomon Smith Barney Inc., Credit Suisse First Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of certain underwriters (the "Underwriters"). Under the terms of the Underwriting Agreement, the Selling Stockholders sold an aggregate of 939,692 shares of Common Stock and granted the Underwriters an option to purchase up to an aggregate of 560,308 shares of Common Stock to cover over-allotments of the securities sold by the Selling Stockholders and other sellers pursuant to the Underwriting Agreement. The Underwriters may exercise the option in whole or in part at any time (but not more than once)on or before June 11, 1999. The Underwriting Agreement is incorporated by reference to Exhibit 1.1 of the Company's Form S-3/A, filed by the Company on May 12, 1999. CUSIP No. 582266 10 2 13D/A Page 48 On April 13, 1999, Steven L. Grissom entered into a market transaction for the sale of an option to purchase 500 shares of Common Stock, exercisable from April 13, 1999 until October 16, 1999. 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 Person), IES, Midwest Capital Group, Inc., MWR, Clark E. McLeod and Mary E. McLeod, together with Amendment No. 1 to Stockholders' Agreement dated as of September 19, 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 (other than the Reporting Person) and certain permitted transferees of former CCI shareholders listed on Schedule I thereto. (Incorporated by reference to the Exhibit 99.1 of the 8-K, filed by the Company on November 19, 1998). 3. Stockholders' Agreement, dated as of January 7, 1999, among the Company, IES, Clark E. McLeod, Mary E. McLeod, Richard A. Lumpkin, Gail G. Lumpkin, M/C Investors L.L.C. and Media/Communications Partners II Limited Partnership. (Incorporated by reference to the Exhibit 4.1 of the 8-K, filed by the Company on January 14, 1999.) CUSIP No. 582266 10 2 13D/A Page 49 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: May 28, 1999 THE LUMPKIN FOUNDATION By: Steven L. Grissom Assistant Treasurer CUSIP No. 582266 10 2 13D/A Page 50 SCHEDULE A The following information sets forth the name, business or residence address and present principal occupation of the Former CCI Shareholders and includes each of the directors and executive officers of the Reporting Person. Except as set forth in Item 5 of this Schedule 13D, none of the directors or executive officers of the Reporting Person 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. Grisson Treasurer of Illinois 121 South 17th Street Consolidated Telephone Company 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 Director of the Foundation 815 Columbian Elizabeth A. Lumpkin) Oak Park, Illinois 60302 CUSIP No. 582266 10 2 13D/A Page 51 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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