-----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, Kr44MORotMhqy5lyQTq+bOPZgcslQVFGRjF3vt/E+Qok2OV6p6LyEyKbXcwZpuV3 vyVev5BmE5mqrFUrMMptlg== 0000908662-99-000083.txt : 19990409 0000908662-99-000083.hdr.sgml : 19990409 ACCESSION NUMBER: 0000908662-99-000083 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990408 GROUP MEMBERS: M/C INVESTORS L.L.C. GROUP MEMBERS: MEDIA COMMUNICATIONS PARTNERS III LTD PARTNERSHIP GROUP MEMBERS: MEDIA/COMMUNICATIONS PARTNERS III LIMITED PARTNERSHIP 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 SEC ACT: SEC FILE NUMBER: 005-46203 FILM NUMBER: 99589819 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: MEDIA COMMUNICATIONS PARTNERS III LTD PARTNERSHIP CENTRAL INDEX KEY: 0001083541 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 75 STATE ST STREET 2: STE 2500 CITY: BOSTON STATE: MA ZIP: 02109 MAIL ADDRESS: STREET 1: MEDIA COMMUNICATIONS PARTNERS III LTD PA STREET 2: 75 STATE ST STE 2500 CITY: BOSTON STATE: MA ZIP: 02109 SC 13D 1 MARCH 31, 1999 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 McLEODUSA INCORPORATED (Name of Issuer) CLASS A COMMON STOCK, $.01 PAR VALUE (Title of class of securities) 582266 10 2 (CUSIP Number) Stephen O. Meredith, Esq. Edwards & Angell, LLP 101 Federal Street Boston, MA 02110-1800 (617) 439-4444 (Name, Address, and Telephone Number of person authorized to receive notices and communications) March 31, 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: [__]. *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). 1. Name of Reporting Person / I.R.S. Identification No. of Above Person Media/Communications Partners III Limited Partnership 2. Check the Appropriate Box if a Member of a Group (a) X (b) _____ 3. SEC Use Only 4. Source of Funds OO 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of 7 Sole Voting Power Shares Beneficially 3,728,608 Owned By 8 Shared Voting Power Each Reporting -0- Person With 9 Sole Dispositive Power 3,728,608 10 Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,728,608 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 5.01% 14. Type of Reporting Person PN 1. Name of Reporting Person / I.R.S. Identification No. of Above Person M/C Investors L.L.C. 2. Check the Appropriate Box if a Member of a Group (a) X (b) _____ 3. SEC Use Only 4. Source of Funds OO 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of 7 Sole Voting Power Shares Beneficially 185,251 Owned By 8 Shared Voting Power Each Reporting -0- Person With 9 Sole Dispositive Power 185,251 10 Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 185,251 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) .25% 14. Type of Reporting Person PN 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. Item 2. Identity and Background. This statement is being filed by Media/Communications Partners III Limited Partnership ("M/C Partners III") and M/C Investors L.L.C. ("M/C Investors") (each a "Reporting Person," and collectively, the "Reporting Persons"). M/C III, L.L.C. is the sole general partner of M/C Partners III ("M/C III"). The principal business address of each of M/C Partners III, M/C Investors and M/C III is 75 State Street, Suite 2500, Boston, MA 02109. M/C Partners III, a Delaware limited partnership, and M/C Investors, a Delaware limited liability company, were formed for the purpose of investing in equity and equity-related securities primarily acquired or issued in venture capital investments and other private equity transactions in the media and communications industry. M/C III, a Delaware limited liability company, was formed to serve as the sole general partner of M/C Partners III. During the last five years, neither of the Reporting Persons nor M/C III (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been 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 Persons acquired shares of Common Stock in exchange for shares of common stock of Ovation Communications, Inc., a Delaware corporation ("Ovation"), on March 31, 1999 pursuant to an Agreement and Plan of Merger dated as of January 7, 1999 by and among the Company, Bravo Acquisition Corporation, Ovation and certain stockholders of Ovation (including M/C Partners III and M/C Investors) (the "Merger Agreement"). A copy of the Merger Agreement was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed January 14, 1999. Item 4. Purpose of Transaction. The Reporting Persons acquired the Common Stock for investment purposes. After the issuance of the Common Stock pursuant to the Merger Agreement, Peter H.O. Claudy, a member of M/C III and M/C Investors, will be elected as a director of the Company. Subject to the restrictions on the disposition of Common Stock pursuant to the Stockholders' Agreement described in Item 5 below, any or all of the shares of Common Stock beneficially owned by the Reporting Persons may be sold or otherwise disposed of from time to time. The Reporting Persons have no 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' Agreement. Item 5. Interest in Securities of Issuer. (a) M/C Partners III beneficially owns an aggregate of 3,728,608 shares of Common Stock, which represents approximately 5.01 percent of the 74,393,054 shares of Common Stock outstanding on March 31, 1999. M/C Investors beneficially owns an aggregate of 185,251 shares of Common Stock, which represents approximately .25 percent of the shares of Common Stock outstanding on March 31, 1999. On January 7, 1999, M/C Investors and M/C Partners III entered into a Stockholder's Agreement with the Company, IES Investments Inc. ("IES"), Clark E. McLeod, Mary E. McLeod, Richard A. Lumpkin and Gail G. Lumpkin, (the "1999 Stockholders' Agreement"). On or about January 26, 1999, certain former shareholders of Consolidated Communications Inc., along with certain permitted transferees, also became parties to the 1999 Stockholders' Agreement (collectively, the "CCI Shareholders"). The CCI Shareholders are as follows: Gail G. Lumpkin; Margaret Lumpkin Keon, as Trustee under the Margaret Lumpkin Keon Trust dated May 13, 1978; Mary Lee Sparks and Steven L. Grissom, as Trustees of the Mary Lee Sparks Trust dated May 13, 1978; Bank One, Texas, N.A., as Trustee of the twelve trusts created under the Mary Green Lumpkin Gallo Trust Agreement dated December 29, 1989, one for the benefit of each of Joseph John Keon III, Katherine Stoddert Keon, Lisa Anne Keon, Margaret Lynley Keon, Pamela Keon Vitale, Susan Tamara Keon DeWyngaert, Benjamin Iverson Lumpkin, Elizabeth Arabella Lumpkin, Anne Romayne Sparks, Barbara Lee Sparks, Christina Louise Sparks, and John Woodruff Sparks; Bank One, Texas, N.A., as Trustee of the twelve trusts created under the Richard Adamson Lumpkin Grandchildren's Trust dated September 5, 1980, one for the benefit of each of Joseph John Keon III, Katherine Stoddert Keon, Lisa Anne Keon, Margaret Lynley Keon, Pamela Keon Vitale, Susan Tamara Keon DeWyngaert, Benjamin Iverson Lumpkin, Elizabeth Arabella Lumpkin, Anne Romayne Sparks, Barbara Lee Sparks, Christina Louise Sparks, and John Woodruff Sparks; Bank One, Texas, N.A., as Trustee of the three trusts established by Richard Adamson Lumpkin under the Trust Agreement dated February 6, 1970, one for the benefit of each of Richard Anthony Lumpkin, Margaret Anne Keon, and Mary Lee Sparks; and David R. Hodgman and Steven L. Grissom, as Trustees of the twelve 1990 Personal Income Trusts established by Margaret L. Keon, Mary Lee Sparks, and Richard A. Lumpkin, each dated April 20, 1990, one for the benefit of each of Joseph John Keon III, Katherine Stoddert Keon, Lisa Anne Keon, Margaret Lynley Keon, Pamela Keon Vitale, Susan Tamara Keon DeWyngaert, Benjamin Iverson Lumpkin, Elizabeth Arabella Lumpkin, Anne Romayne Sparks, Barbara Lee Sparks, Christina Louise Sparks, and John Woodruff Sparks. The Reporting Persons, together with the Company, IES, Clark B. McLeod, Mary E. McLeod, Richard A. Lumpkin, Gail G. Lumpkin, and the CCI Shareholders (collectively, the "Reporting Group") comprise a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934. Collectively, and insofar as is known to the Reporting Persons and M/C III, this Reporting Group beneficially owns a total of 29,396,498 shares of Common Stock, which represents 39.5 percent of the number of shares of Common Stock outstanding on March 31, 1999. The following table sets forth information regarding the shares of Common Stock beneficially owned by the Reporting Group as determined from public filings:
Voting and Number of Percent of Reporting Group Dispositive Shares of Outstanding Members 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 0.5 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 and investments) Stoddert 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 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 and investments) Vitale 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 and investments) Arabella 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 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 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 (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 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, 1989 Margaret L. Keon Margaret Lumpkin Keon Trust dated Sole 506,461 0.7 (settlor and trustee) May 13, 1978 Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 75,037 0.1 David R. Hodgman; Income Trust for the Benefit Richard A. Lumpkin of Joseph John Keon III dated (power to direct sale April 20, 1990 of shares) Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 75,037 0.1 David R. Hodgman; Income Trust for the Benefit Richard A. Lumpkin of Katherine Stoddert Keon (power to direct sale dated April 20, 1990 of shares) Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 75,037 0.1 David R. Hodgman; Income Trust for the Benefit Richard A. Lumpkin of Lisa Anne Keon dated (power to direct sale April 20, 1990 of shares) Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 75,037 0.1 David R. Hodgman; Income Trust for the Benefit Richard A. Lumpkin of Margaret Lynley Keon dated (power to direct sale April 20, 1990 of shares) Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 75,037 0.1 David R. Hodgman; Income Trust for the Benefit Richard A. Lumpkin of Pamela Keon Vitale dated (power to direct sale April 20, 1990 of shares) Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 75,037 0.1 David R. Hodgman; Income Trust for the Benefit Richard A. Lumpkin of Susan Tamara Keon (power to direct sale DeWyngaert dated April 20, of shares) 1990 Steven L. Grissom and Richard Anthony Lumpkin 1990 Shared 724,601 1.0 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 724,601 1.0 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) Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 150,224 0.2 David R. Hodgman; Income Trust for the Benefit Richard A. Lumpkin of Anne Romayne Sparks dated (power to direct sale April 20, 1990 of shares) Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 150,224 0.2 David R. Hodgman; Income Trust for the Benefit Richard A. Lumpkin of Barbara Lee Sparks dated (power to direct sale April 20, 1990 of shares) Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 150,224 0.2 David R. Hodgman; Income Trust for the Benefit Richard A. Lumpkin of Christina Louise Sparks (power to direct sale dated April 20, 1990 of shares) Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 150,224 0.2 David R. Hodgman; Income Trust for the Benefit Richard A. Lumpkin of 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 (power to direct dated February 6, 1970 vote 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. Clark E. McLeod and N/A Sole and 9,330,734 12.5 Mary E. McLeod Shared IES Investments, Inc. N/A Sole 10,245,457 13.8
(b) M/C Partners III has sole power to vote or direct the vote of and the sole power to dispose of or to direct the disposition of 3,728,608 shares of Common Stock. M/C Investors has sole power to vote or direct the vote of and the sole power to dispose of or to direct the disposition of 185,251 shares of Common Stock. (c) None. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Pursuant to the 1999 Stockholders' Agreement, M/C Partners III and M/C Investors, for so long as they collectively and continuously own at least 2,500,000 shares of Class A Common Stock, shall, for the period ending on December 31, 2001, vote their shares and take all action with their power to (i) establish and maintain the size of the Company's Board of Directors (the "Board") at up to eleven directors; (ii) cause to be elected to the Board one director designated by IES (for so long as IES owns at least 4,000,000 shares of Class A Common Stock); (iii) cause to be elected to the Board three directors who are executive officers of the Company designated by Clark E. McLeod (for so long as Clark and Mary McLeod collectively beneficially and continuously own at least 4,000,000 shares of the Class A Common Stock); (iv) cause Richard A. Lumpkin to be elected to the Board (for so long as the CCI Shareholders and Richard A. Lumpkin collectively beneficially and continuously own at least 4,000,000 shares of the Class A Common Stock); (v) cause to be elected to the Board a director nominated by the Board to replace a director designated by IES, Clark E. McLeod, Mary McLeod or Richard A. Lumpkin, as provided above, because the director no longer can or will serve as a director; (vi) cause to be elected to the Board up to five non-employee directors nominated by the Board; and (vii) cause to be elected to the Board one director designated by M/C Partners III and M/C Investors (for so long as M/C Partners III and M/C Investors collectively beneficially and continuously own at least 2,500,000 shares of Class A Common Stock). The 1999 Stockholders' Agreement further provides that, until December 31, 2001, and subject to certain exceptions, neither M/C Partners III nor M/C Investors will sell or otherwise dispose of any equity securities of the Company without the consent of the Board. 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. Item 7. Material to be Filed as Exhibits. 1. 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 III Limited Partnership. (Incorporated by reference to Exhibit 2.1 of the Form 8-K filed by the Company on January 14, 1999.) 2. Joint Filing Agreement set forth below. 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: April 8, 1999 M/C INVESTORS L.L.C. By: /s/ David D. Croll ----------------------- David D. Croll Manager MEDIA/COMMUNICATIONS PARTNERS III LIMITED PARTNERSHIP By: M/C III, L.L.C., its General Partner By: /s/ David D. Croll ----------------------- David D. Croll Manager Exhibit In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of Class A Common Stock, $.01 par value, of McLeodUSA Incorporated, and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement. Date: April 8, 1999 M/C INVESTORS L.L.C. By: /s/ David D. Croll ------------------------------------ David D. Croll Manager MEDIA/COMMUNICATIONS PARTNERS III LIMITED PARTNERSHIP By: M/C III, L.L.C., its General Partner By: /s/ David D. Croll ------------------------------------ David D. Croll Manager -----END PRIVACY-ENHANCED MESSAGE-----