-----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, TtgZ+K/vu87IPxY8qCEqTJdTV0UM9pbvmH1KLhgLmOJJ2c8d/m3yFWXVrgKt8sKx 3gZ3nVomI/ziKnu4TXhrvw== 0000928385-98-000379.txt : 19980305 0000928385-98-000379.hdr.sgml : 19980305 ACCESSION NUMBER: 0000928385-98-000379 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980304 SROS: NASD GROUP MEMBERS: MARY MCLEOD GROUP MEMBERS: MCLEOD CLARK E 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: 98557613 BUSINESS ADDRESS: STREET 1: 6400 C ST SW STREET 2: PO BOX 3177 CITY: CEDAR RAPIDS STATE: IA ZIP: 52401-1522 BUSINESS PHONE: 3193640000 MAIL ADDRESS: STREET 1: TOWNE CENTRE STREET 2: 221 THIRD AVENUE SE SUITE 500 CITY: CEDAR RAPIDS STATE: IA ZIP: 52401-1522 FORMER COMPANY: FORMER CONFORMED NAME: MCLEOD INC DATE OF NAME CHANGE: 19960403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCLEOD CLARK E CENTRAL INDEX KEY: 0001017448 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 221 THIRD AVENUE S E STREET 2: SUITE 500 CITY: CEDAR RAPIDS STATE: IA ZIP: 52401 BUSINESS PHONE: 3193987000 MAIL ADDRESS: STREET 1: 221 THIRD AVENUE S E STREET 2: SUITE 500 CITY: CEDAR RAPIDS STATE: IA ZIP: 52401 SC 13D/A 1 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D 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) Laura J. Hahn, c/o McLeodUSA ---------------------------- Incorporated, McLeodUSA Technology Park, 6400 C Street, SW, P.O. Box 3177, ----------------------------------------------------------------------------- Cedar Rapids, IA 52406-3177 (319) 364-0000 ------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 24, 1997 ------------------- (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, 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ---------------------- ------------------ CUSIP No. 582266 10 2 Page 2 of 15 Pages - ---------------------- ------------------ - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Clark E. McLeod c/o McLeodUSA Incorporated McLeodUSA Technology Park 6400 C Street, SW, P.O. Box 3177 Cedar Rapids, Iowa 52406-3177 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* PF, 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 United States of America - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 4,760,759 NUMBER OF ------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 4,569,975 See Item 5 OWNED BY ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,760,759 PERSON ------------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 250,000 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,330,734 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.0% /1/ - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------ /1/ Includes shares owned by Mary E. McLeod which represent approximately 7.4% of the shares of Class A Common Stock of McLeodUSA Incorporated outstanding as of January 31, 1998. *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ---------------------- ------------------- CUSIP No. 582266 10 2 Page 3 of 15 Pages - ---------------------- ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mary E. McLeod c/o McLeodUSA Incorporated McLeodUSA Technology Park 6400 C Street, SW, P.O. Box 3177 Cedar Rapids, Iowa 52406-3177 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* PF, 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 United States of America - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 4,569,975 See Item 5 OWNED BY ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,319,975 PERSON ------------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 250,000 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,569,975 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. - ---------------------- ------------------- CUSIP No. 582266 10 2 Page 4 of 15 Pages - ---------------------- ------------------- This statement amends the Schedule 13D filed by Clark E. McLeod and his wife, Mary E. McLeod (collectively, the "Reporting Persons") with the Securities and Exchange Commission (the "Commission") on June 24, 1996, as amended by Amendment No. 1 to the Schedule 13D, filed with the Commission on April 10, 1997 (collectively, the "Amended 13D Filings"), relating to McLeodUSA Incorporated's (the "Company") Class A Common Stock, par value $.01 (the "Class A Common Stock"). Item 1. Security and Issuer ------------------- Item 1 is hereby amended and restated in its entirety as follows: This statement relates to the Class A Common Stock of the Company. The Company is a Delaware corporation whose principal executive offices are located at McLeodUSA Technology Park, 6400 C Street, SW, P.O. Box 3177, Cedar Rapids, Iowa 52406-3177. Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- Item 3 is hereby amended by adding the following supplemental information: On February 11, 1997, Clark E. McLeod exercised options granted to him by the Company and acquired 172,298 shares of Class A Common Stock for a purchase price of $.29 per share. The funds used to purchase these shares came from the Reporting Persons' personal funds. Item 4. Purpose of Transaction ---------------------- Item 4 is hereby amended by adding the following supplemental information: The Reporting Persons have acquired the shares of Class A Common Stock described in Item 3 above for investment. The Reporting Persons may, from time to time, depending upon market conditions and other factors deemed relevant by the Reporting Persons, acquire or dispose of additional shares of Class A Common Stock. Except as described in this Schedule 13D report, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer ------------------------------------ Item 5 is hereby amended and restated in its entirety as follows: (a) As of January 31, 1998, Clark E. McLeod beneficially owns an aggregate of 9,330,734 shares of Class A Common Stock which represents approximately 15.0% of the shares of Class A Common Stock outstanding on January 31, 1998. The shares beneficially owned by Clark E. McLeod include 4,319,975 shares held of record by Mary E. McLeod and also include 125,000 shares of Class A Common Stock held by the Clark E. McLeod Unitary Trust and 125,000 shares of Class A Common Stock held by the Mary E. McLeod Unitary Trust for which Mr. McLeod is trustee and over which Mr. McLeod has shared voting and dispositive power. Mary E. McLeod has granted Clark E. McLeod a power of attorney to vote her respective shares. The amount reported as beneficially owned by Clark E. McLeod also includes 272,814 shares of Class A Common Stock that Mr. McLeod has the right to purchase within 60 days pursuant to outstanding options. As of January 31, 1998, Mary E. McLeod beneficially owns an aggregate of 4,569,975 shares of Class A Common Stock which represents approximately 7.4% of the shares of Class A Common Stock outstanding on January 31, 1998. The shares beneficially owned by Mary E. McLeod include 125,000 shares of Class A Common Stock held by the Clark E. McLeod Unitary Trust and 125,000 shares of Class A Common Stock held by the Mary E. McLeod Unitary Trust for which Mrs. McLeod is a trustee and over which Mrs. McLeod has shared voting and dispositive power. - ---------------------- ------------------- CUSIP No. 582266 10 2 Page 5 of 15 Pages - ---------------------- ------------------- As a result of a Stockholders' Agreement (as defined in Item 6 below) by and among the Reporting Persons, Richard A. Lumpkin on behalf of each of the former shareholders of Consolidated Communications Inc. ("CCI") (collectively, the "Former CCI Shareholders"), Midwest Capital Group, Inc. ("MCG"), MWR Investments Inc. ("MWR"), and IES Investments Inc. ("IES") (collectively, the "Principal Stockholders"), the Principal Stockholders may be deemed to comprise a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934. Collectively, this group beneficially owns a total of 36,166,483 shares of Class A Common Stock which represents approximately 56.8% of the shares of Class A Common Stock outstanding on January 31, 1998. This number includes 1,300,688 shares of Class B Common Stock that IES has the right to purchase pursuant to options and 272,814 shares of Class A Common Stock that Mr. McLeod has the right to purchase within sixty days of January 31, 1998 pursuant to options. The following table sets forth information regarding the shares of Class A Common Stock beneficially owned by the Reporting Persons and the other Principal Stockholders. Except as indicated, beneficial ownership by the Principal Stockholders who are Former CCI Shareholders reflects their status as trustees of the respective trusts set forth opposite their names in the table, and is based on the most recent Schedule 13D or amendment thereto filed on their behalf that has come to the attention of the Reporting Persons. The information set forth in the table with respect to the beneficial ownership of each Principal Stockholder who is not a Former CCI Shareholder is based on the most recent Schedule 13D or amendment thereto filed by such person that has come to the attention of the Reporting Persons.
PERCENT OF VOTING AND NUMBER OF SHARES OUTSTANDING REPORTING PERSONS TRUST DISPOSITIVE OF CLASS A CLASS A POWERS COMMON STOCK COMMON STOCK Clark E. McLeod N/A Sole and Shared 9,330,734 15.1 Mary E. McLeod N/A Shared 4,569,975 7.4
PERCENT OF OTHER PRINCIPAL VOTING AND NUMBER OF SHARES OUTSTANDING STOCKHOLDERS TRUST DISPOSITIVE OF CLASS A CLASS A POWERS COMMON STOCK COMMON STOCK Richard A. Lumpkin Trust Agreement dated May Shared 311,127 0.5 (settlor and trustee) 13, 1978 f/b/o Richard Anthony Lumpkin Mary Lee Sparks Trust Agreement dated May Shared 332,209 0.5 (settlor), Richard A. 13, 1978 f/b/o Mary Lee Lumpkin and Christina Sparks Sparks Duncan Richard A. Lumpkin Richard Adamson Lumpkin Sole 23,603 0.00 Grandchildren's Trust dated 9/5/80 f/b/o Joseph John Keon III
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PERCENT OF OTHER PRINCIPAL VOTING AND NUMBER OF SHARES OUTSTANDING STOCKHOLDERS TRUST DISPOSITIVE OF CLASS A CLASS A POWERS COMMON STOCK COMMON STOCK Richard A. Lumpkin Richard Adamson Lumpkin Shared 23,603 0.00 Grandchildren's Trust dated 9/5/80 f/b/o Katherine Stoddert Keon Richard A. Lumpkin Richard Adamson Lumpkin Shared 23,603 0.00 Grandchildren's Trust dated 9/5/80 f/b/o Lisa Anne Keon Richard A. Lumpkin Richard Adamson Lumpkin Shared 23,603 0.00 Grandchildren's Trust dated 9/5/80 f/b/o Margaret Lynley Keon Richard A. Lumpkin Richard Adamson Lumpkin Shared 23,603 0.00 Grandchildren's Trust dated 9/5/80 f/b/o Pamela Keon Vitale Richard A. Lumpkin Richard Adamson Lumpkin Shared 23,603 0.00 Grandchildren's Trust dated 9/5/80 f/b/o Susan Tamara Keon Richard A. Lumpkin Richard Adamson Lumpkin Shared 55,088 0.1 Grandchildren's Trust dated 9/5/80 f/b/o Benjamin Iverson Lumpkin Richard A. Lumpkin Richard Adamson Lumpkin Shared 55,088 0.1 Grandchildren's Trust dated 9/5/80 f/b/o Elizabeth Arabella Lumpkin
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PERCENT OF OTHER PRINCIPAL VOTING AND NUMBER OF SHARES OUTSTANDING STOCKHOLDERS TRUST DISPOSITIVE OF CLASS A CLASS A POWERS COMMON STOCK COMMON STOCK Richard A. Lumpkin Richard Adamson Lumpkin Shared 31,476 0.1 Grandchildren's Trust dated 9/5/80 f/b/o Anne Romayne Sparks Richard A. Lumpkin Richard Adamson Lumpkin Shared 31,476 0.1 Grandchildren's Trust dated 9/5/80 f/b/o Barbara Lee Sparks Richard A. Lumpkin Richard Adamson Lumpkin Shared 31,476 0.1 Grandchildren's Trust dated 9/5/80 f/b/o Christina Louise Sparks Richard A. Lumpkin Richard Adamson Lumpkin Shared 31,476 0.1 Grandchildren's Trust dated 9/5/80 f/b/o John Woodruff Sparks Richard A. Lumpkin Trust named for Joseph Shared 256,291 0.4 John Keon III created under the Mary Green Lumpkin Gallo Trust Agreement dated December 29, 1989 Richard A. Lumpkin Trust named for Katherine Shared 256,291 0.4 Stoddert Keon created under the Mary Green Lumpkin Gallo Trust Agreement dated December 29, 1989 Richard A. Lumpkin Trust named for Lisa Anne Shared 256,291 0.4 Keon created under the Mary Green Lumpkin Gallo Trust Agreement dated December 29, 1989
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PERCENT OF OTHER PRINCIPAL VOTING AND NUMBER OF SHARES OUTSTANDING STOCKHOLDERS TRUST DISPOSITIVE OF CLASS A CLASS A POWERS COMMON STOCK COMMON STOCK Richard A. Lumpkin Trust named for Margaret Shared 256,291 0.4 Lynley Keon created under the Mary Green Lumpkin Gallo Trust Agreement dated December 29, 1989 Richard A. Lumpkin Trust named for Pamela Shared 256,291 0.4 Keon Vitale created under the Mary Green Lumpkin Gallo Trust Agreement dated December 29, 1989 Richard A. Lumpkin Trust named for Susan Shared 256,291 0.4 Tamara Keon created under the Mary Green Lumpkin Gallo Trust Agreement dated December 29, 1989 Richard A. Lumpkin Trust named for Benjamin Shared 410,965 0.7 Iverson Lumpkin created under the Mary Green Lumpkin Gallo Trust Agreement dated December 29, 1989 Richard A. Lumpkin Trust named for Elizabeth Shared 410,965 0.7 Arabella Lumpkin created under the Mary Green Lumpkin Gallo Trust Agreement dated December 29, 1989
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PERCENT OF OTHER PRINCIPAL VOTING AND NUMBER OF SHARES OUTSTANDING STOCKHOLDERS TRUST DISPOSITIVE OF CLASS A CLASS A POWERS COMMON STOCK COMMON STOCK Richard A. Lumpkin Trust named for Anne Shared 294,959 0.5 Romayne Sparks created under the Mary Green Lumpkin Gallo Trust Agreement dated December 29, 1989 Richard A. Lumpkin Trust named for Barbara Shared 294,959 0.5 Lee Sparks created under the Mary Green Lumpkin Gallo Trust Agreement dated December 29, 1989 Richard A. Lumpkin Trust named for Christina Shared 294,959 0.5 Louise Sparks created under the Mary Green Lumpkin Gallo Trust Agreement dated December 29, 1989 Richard A. Lumpkin Trust named for John Shared 294,959 0.5 Woodruff Sparks created under the Mary Green Lumpkin Gallo Trust Agreement dated December 29, 1989 Benjamin I. Lumpkin and Richard Anthony Lumpkin Shared 96,656 0.2 Elizabeth A. Lumpkin, 1993 Grantor Retained Richard A. Lumpkin's Annuity Trust Spouse (right until 12/31/97 to acquire corpus of trust for equivalent value) Mary Lee Sparks N/A Sole 196,678 0.3
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PERCENT OF OTHER PRINCIPAL VOTING AND NUMBER OF SHARES OUTSTANDING STOCKHOLDERS TRUST DISPOSITIVE OF CLASS A CLASS A POWERS COMMON STOCK COMMON STOCK Anne Sparks Whitten, Mary Lee Sparks 1993 Shared 89,438 0.1 Barbara Sparks Grantor Retained Annuity Federico, Christina Trust Sparks Duncan and John W. Sparks, Richard A. Lumpkin (right until 12/31/97 to acquire corpus of trust for equivalent value) Margaret L. Keon Margaret Lumpkin Keon Sole 508,061 0.8 (settlor and trustee) Trust dated May 13, 1978 Pamela K. Vitale and Margaret Lumpkin Keon Shared 96,346 0.2 Joseph J. Keon III, 1993 Grantor Retained Richard A. Lumpkin Annuity Trust (right until 12/31/97 to acquire corpus of trust for equivalent value) Robert J. Currey and Margaret L. Keon 1990 Shared 77,337 0.1 David R. Hodgman Personal Income Trust for the Benefit of Joseph John Keon III dated April 20, 1990 Robert J. Currey and Margaret L. Keon 1990 Shared 77,337 0.1 David R. Hodgman Personal Income Trust for the Benefit of Katherine Stoddert Keon dated April 20, 1990 Robert J. Currey and Margaret L. Keon 1990 Shared 77,337 0.1 David R. Hodgman Personal Income Trust for the Benefit of Lisa Anne Keon dated April 20, 1990
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PERCENT OF OTHER PRINCIPAL VOTING AND NUMBER OF SHARES OUTSTANDING STOCKHOLDERS TRUST DISPOSITIVE OF CLASS A CLASS A POWERS COMMON STOCK COMMON STOCK Robert J. Currey and Margaret L. Keon 1990 Shared 77,337 0.1 David R. Hodgman Personal Income Trust for the Benefit of Margaret Lynley Keon dated April 20, 1990 Robert J. Currey and Margaret L. Keon 1990 Shared 77,337 0.1 David R. Hodgman Personal Income Trust for the Benefit of Pamela Keon Vitale dated April 20, 1990 Robert J. Currey and Margaret L. Keon 1990 Shared 77,337 0.1 David R. Hodgman Personal Income Trust for the Benefit of Susan Tamara Keon DeWyngaert dated April 20, 1990 Robert J. Currey and Richard Anthony Lumpkin Shared 734,701 1.2 David R. Hodgman 1990 Personal Income Trust for the Benefit of Benjamin Iverson Lumpkin dated April 20, 1990 Robert J. Currey and Richard Anthony Lumpkin Shared 734,701 1.2 David R. Hodgman 1990 Personal Income Trust for the Benefit of Elizabeth Arabella Lumpkin dated April 20, 1990 Robert J. Currey and Mary Lee Sparks 1990 Shared 154,674 0.2 David R. Hodgman Personal Income Trust for the Benefit of Anne Romayne Sparks dated April 20, 1990 Robert J. Currey and Mary Lee Sparks 1990 Shared 154,674 0.2 David R. Hodgman Personal Income Trust for the Benefit of Barbara Lee Sparks dated April 20, 1990 Robert J. Currey and Mary Lee Sparks 1990 Shared 154,674 0.2 David R. Hodgman Personal Income Trust for the Benefit of Christina Louise Sparks dated April 20, 1990
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PERCENT OF OTHER PRINCIPAL VOTING AND NUMBER OF SHARES OUTSTANDING STOCKHOLDERS TRUST DISPOSITIVE OF CLASS A CLASS A POWERS COMMON STOCK COMMON STOCK Robert J. Currey and Mary Lee Sparks 1990 Shared 154,674 0.2 David R. Hodgman Personal Income Trust for the Benefit of John Woodruff Sparks dated April 20, 1990 Bank One, Texas NA; Richard Anthony Lumpkin Shared 1,822 0.00 Richard A. Lumpkin Trust under the Trust (power to direct Agreement dated February investments) 6, 1970 Bank One, Texas NA; Margaret Anne Keon Trust Shared 60,619 0.1 Richard A. Lumpkin under the Trust Agreement (power to direct dated February 6, 1970 investments) Bank One, Texas NA; Mary Lee Sparks Trust Shared 107,030 0.2 Richard A. Lumpkin under the Trust Agreement (power to direct dated February 6, 1970 investments) The Lumpkin Foundation N/A Sole 219,280 0.4 IES Investments, Inc. N/A Sole 10,278,288 16.2 MWR Investments, Inc. N/A Sole 8,068,865 13.0
(b) The number of shares of Class A Common Stock as to which Clark E. McLeod has (i) sole power to vote or direct the vote 4,760,759 - ---------------------- -------------------- CUSIP No. 582266 10 2 Page 13 of 15 Pages - ---------------------- -------------------- (ii) shared power to vote or direct the vote 4,569,975 (iii) sole power to dispose or direct the disposition 4,760,759 (iv) shared power to dispose or direct the disposition 250,000 The number of shares of Class A Common Stock as to which Mary E. McLeod has (i) sole power to vote or direct the vote 0 (ii) shared power to vote or direct the vote 4,569,975 (iii) sole power to dispose or direct the disposition 4,319,975 (iv) shared power to dispose or direct the disposition 250,000 (c) On February 11, 1997, Clark E. McLeod exercised options granted to him by the Company and acquired 172,298 shares of Class A Common Stock for a purchase price of $.29 per share. The funds used to purchase these shares came from the Reporting Persons' personal funds. On May 19, 1997, Clark E. McLeod donated 125,000 shares of Class A Common Stock to the Clark E. McLeod 1997 Charitable Remainder Unitrust and Mary E. McLeod donated 125,000 shares of Class A Common Stock to the Mary E. McLeod 1997 Charitable Remainder Unitrust. On November 3, 1997, Clark E. McLeod and Mary E. McLeod each donated 1,555 shares of Class A Common Stock to various relatives and friends. Except for the transactions described in this Item 5(c), neither Clark E. McLeod nor Mary E. McLeod have effected any other transactions relating to the Class A Common Stock during the past 60 days. (d) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of the Issuer - --------------------------- Item 6 is hereby amended by adding the following supplemental information: The Reporting Persons, MCG, MWR, IES, Richard A. Lumpkin on behalf of each of the Former CCI Shareholders and the Company entered into a Stockholders' Agreement dated as of June 14, 1997, as amended by Amendment No. 1 thereto dated as of September 19, 1997 (the "Stockholders' Agreement"), which became effective as of September 24, 1997. The Stockholders' Agreement, which amends and restates the Investor Agreement (as defined in the Amended 13D Filings) among the parties thereto, provides that each Principal Stockholder, for so long as such Principal Stockholder beneficially owns at least 10% (treating Richard A. Lumpkin and the Former CCI Shareholders as a single Principal Stockholders for such purpose) of the outstanding Class A Common Stock, shall vote such Principal Stockholder's stock and take all action within its power to: (i) establish and maintain the authorized size of the board of directors of the Company (the "Board of Directors") at up to eleven directors; (ii) cause to be elected to the Board of Directors one director designated by IES (for so long as IES owns at least 10% of the outstanding Class A Common Stock of the Company (determined on a fully diluted basis)); (iii) cause to be elected to the Board of Directors one director designated by MWR (for so long as MWR owns at least 10% of the outstanding Class A Common Stock of the Company (determined on a fully diluted basis)); (iv) cause Richard A. Lumpkin to be elected to the Board of Directors (for so long as Mr. Lumpkin and the Former CCI Shareholders collectively own at least 10% of the outstanding Class A Common Stock of the Company (determined on a fully diluted basis)); (v) cause to be elected to the Board of Directors three directors who are executive officers of the - ---------------------- -------------------- CUSIP No. 582266 10 2 Page 14 of 15 Pages - ---------------------- -------------------- Company designated by Clark E. McLeod (for so long as Clark E. McLeod and Mary E. McLeod own at least 10% of the outstanding capital stock of the Company (determined on a fully diluted basis)); and (vi) cause to be elected to the Board of Directors four non-employee directors nominated by the Board of Directors. The Stockholders' Agreement further provides that, until September 24, 1998, subject to certain exceptions, each Principal Stockholder will not offer, sell, contract to sell, grant any option to purchase or otherwise dispose of, directly or indirectly, any equity securities of the Company or any other securities convertible into or exercisable for such equity securities without the prior written consent of the Company. In the event that the Company consents to any offer, sale or other disposition by a party to the Stockholders' Agreement, the other parties to the Stockholders' Agreement (treating the Former CCI Shareholders as a single party for such purpose) shall be permitted to offer, sell or otherwise dispose of an equal percentage of the total number of shares of Class A Common Stock beneficially owned by such other party. In the event that the Company grants a party to the Stockholders' Agreement an opportunity to register Class A Common Stock for sale under the Securities Act of 1933 (the "Securities Act"), the Company shall grant each other party (treating the Former CCI Shareholders as a single party for such purpose) the opportunity to register a corresponding percentage of such party's shares for transfer under the Securities Act. The other operative provisions of the Investor Agreement remain unchanged in the Stockholders' Agreement. The foregoing description of the Stockholders' Agreement is qualified in its entirety by reference to the Stockholders' Agreement filed as an exhibit to this Schedule and incorporated herein by reference. Item 7. Material to be Filed as Exhibits -------------------------------- Item 7 is hereby amended by adding the following documnets to the exhibit list: 1. Stockholders' Agreement dated June 14, 1997 by and among McLeodUSA Incorporated, IES Investments Inc., Midwest Capital Group, Inc., MWR Investments Inc., Clark E. McLeod, Mary E. McLeod and Richard A. Lumpkin on behalf of each of the shareholders of Consolidated Communications Inc., listed on Schedule 1 thereto. (Filed as Exhibit 4.12 to the Registration Statement on Form S-4, File No. 333-27647, filed with the Commission on July 28, 1997 and incorporated herein by reference.) 2. Amendment No. 1 to the Stockholders' Agreement dated as of September 19, 1997 by and among McLeodUSA Incorporated, IES Investments Inc., Midwest Capital Group, Inc., MWR Investments Inc., Clark E. McLeod, Mary E. McLeod and Richard A. Lumpkin on behalf of each of the shareholders of Consolidated Communications Inc. listed on Schedule 1 thereto. (Filed as Exhibit 4.1 to the Quarterly Report on Form 10-Q, File No. 0-20763, filed with the Commission on November 14, 1997 and incorporated herein by reference.) - ---------------------- -------------------- CUSIP No. 582266 10 2 Page 15 of 15 Pages - ---------------------- -------------------- 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: March 4, 1998 CLARK E. McLEOD /s/ CLARK E. McLEOD - ------------------- MARY E. McLEOD /s/ MARY E. McLEOD - ------------------ -----END PRIVACY-ENHANCED MESSAGE-----