-----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, PQ9kwgHNkzLZB4yDAsteo3QaEcJwocotJfuXMgpFM1Bv2aGBsMhxO2Jv7LdD/OD2 ueCPbcUCTcUlyL71/WzcWg== 0000895813-98-000263.txt : 19981111 0000895813-98-000263.hdr.sgml : 19981111 ACCESSION NUMBER: 0000895813-98-000263 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981027 FILED AS OF DATE: 19981110 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: 4 SEC ACT: SEC FILE NUMBER: 000-20763 FILM NUMBER: 98743014 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 COMPANY DATA: COMPANY CONFORMED NAME: LUMPKIN RICHARD ANTHONY CENTRAL INDEX KEY: 0000925184 STANDARD INDUSTRIAL CLASSIFICATION: [] DIRECTOR FILING VALUES: FORM TYPE: 4 BUSINESS ADDRESS: STREET 1: 121 SOUTH 17TH STREET CITY: MATTOON STATE: IL ZIP: 61938 MAIL ADDRESS: STREET 1: 121 SOUTH 17TH STREET CITY: MATTOON STATE: IL ZIP: 61938 4 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP ( ) Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instructions 1(b). 1. Name and Address of Reporting Person: Richard A. Lumpkin 121 South 17th Street Mattoon, Illinois 61938 U.S.A. 2. Issuer Name and Ticker or Trading Symbol: McLeodUSA Incorporated MCLD 3. IRS or Social Security Number of Reporting Person (Voluntary): 4. Statement for Month/Year: October 1998 5. If Amendment, Date of Original (Month/Year): 6. Relationship of Reporting Person(s) to Issuer (Check all applicable): (x) Director ( ) 10% Owner (x) Officer (give title below) (x) Other (specify below) Vice Chairman Member of 13(d) group owning more than 10% 7. Individual or Joint/Group Filing (Check Applicable Line): ( ) Form filed by One Reporting Person (x) Form filed by More than One Reporting Person Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
5. Amount of 6. Secur- Owner- ities ship Benefi- Form: 1. 2. cially Direct 7. Title Trans- Owned at (D) or Nature of of action 3. 4. Securities End of Indirect Indirect Security Date Transaction Acquired (A) or Month (I) Beneficial (Instr. (Month/ Code Disposed of (D) (Instr. (Instr. Ownership 3) Day/Year) (Instr. 8) (Instr. 3, 4 & 5) 3 & 4) 4) (Instr. 4) ------- --------- ----------- ------------------------------- -------- -------- ---------- Code V Amount (A)or(D) Price Class A 09/11/98 J* 332,209 (1) D 0 I By Trust Common Agreement dated Stock May 13, 1978 f/b/o Mary Lee Sparks 10/27/98 J** 100,000 D 310,965 I By Trust named for Benjamin Iverson Lumpkin created under the Mary Green Lumpkin Gallo Trust Agreement dated December 29, 1989 10/27/98 J** 100,000 D 310,965 I By Trust named for Elizabeth Arabella Lumpkin created under the Mary Green Lumpkin Gallo Trust Agreement dated December 29, 1989 10/27/98 J** 100,000 (2) A 100,000 (2) I By Benjamin I. Lumpkin 1998 NIM-CRUT dated October 27, 1998 5. Amount of 6. Secur- Owner- ities ship Benefi- Form: 1. 2. cially Direct 7. Title Trans- Owned at (D) or Nature of of action 3. 4. Securities End of Indirect Indirect Security Date Transaction Acquired (A) or Month (I) Beneficial (Instr. (Month/ Code Disposed of (D) (Instr. (Instr. Ownership 3) Day/Year) (Instr. 8) (Instr. 3, 4 & 5) 3 & 4) 4) (Instr. 4) ------- --------- ----------- ------------------------------- -------- -------- ---------- Code V Amount (A)or(D) Price 10/27/98 J** 100,000 (3) A 100,000 (3) I By Elizabeth L. Celio 1998 NIM- CRUT dated October 27, 1998 311,127 (4) D 48,328 (5) I By Benjamin Iverson Lumpkin Holdback Trust under Richard Anthony Lumpkin 1993 Grantor Retained Annuity Trust 48,328 (5) I By Elizabeth A. Lumpkin Holdback Trust under Richard Anthony Lumpkin 1993 Grantor Retained Annuity Trust 55,088 I By Richard Adamson Lumpkin Grandchildren's Trust dated 9/5/80 f/b/o Benjamin Iverson Lumpkin 55,088 I By Richard Adamson Lumpkin Grandchildren's Trust dated 9/5/80 f/b/o Elizabeth Arabella Lumpkin 5. Amount of 6. Secur- Owner- ities ship Benefi- Form: 1. 2. cially Direct 7. Title Trans- Owned at (D) or Nature of of action 3. 4. Securities End of Indirect Indirect Security Date Transaction Acquired (A) or Month (I) Beneficial (Instr. (Month/ Code Disposed of (D) (Instr. (Instr. Ownership 3) Day/Year) (Instr. 8) (Instr. 3, 4 & 5) 3 & 4) 4) (Instr. 4) ------- --------- ----------- ----------------------------- -------- -------- ---------- Code V Amount (A)or(D) Price 734,701 I By Richard Anthony Lumpkin 1990 Personal Income Trust for the Benefit of Benjamin Iverson Lumpkin dated April 20, 1990 734,701 I By Richard Anthony Lumpkin 1990 Personal Income Trust for the Benefit of Elizabeth Arabella Lumpkin dated April 20, 1990 1,822 I By Richard Anthony Lumpkin Trust under the Trust Agreement dated February 6, 1970 60,619 I By Margaret Anne Keon Trust under the Trust Agreement dated February 6, 1970 107,030 I By Mary Lee Sparks Trust under the Trust Agreement dated February 6, 1970
Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
10. 9. Owner- Number ship 2. of Form of Conver- 5. Deriva- Deriva- sion Number of tive tive 1. or Deriva- 7. 8. Secur- Secur- Title Exer- tive Secu- 6. Title Price ities ity: of cise 3. rities Date and of Benefici- Direct Deri- Price Trans- 4. Acquired Exercis- Amount Deriva- ally (D) 11. vative of action Trans- (A) or able and of Under- tive Owned at or Nature Secur- Deriva- Date action Disposed Expir- lying Secur- End of Indir- of Indirect ity tive (Month/ Code of (D) ation Date Securities ity Month ect (I) Beneficial (Instr. Secur- Day/ (Instr. (Instr. 3, (Month/ (Instr. 3 (Instr. (Instr. (Instr. Ownership 3) ity Year) 8) 4 & 5) Day/Year) & 4) 5) 4) 4) (Instr. 4) ------- ------ -------- ------ ---------- ------------- ----------------- -------- -------- ------- ----------- Code V (A) (D) Date Exer- Expir- Amount or cis- ation Number of able Date Title Shares ---- -- --------- ------ ------ ----- --------- Employee $35.25 (2) 9/25/07 Class A 40,000 40,000 D Stock Common Option Stock (right to buy) (2) Employee $34.50 (3) 12/22/07 Class A 5,000 5,000 D Stock Common Option Stock (right to buy) (3)
Explanation of Responses: *Explanation of Transaction Code J - Other Acquisition or Disposition: See footnote (1) below. **Explanation of Transaction Code J - Other Acquisition or Disposition: On October 27, 1998, shares of Common Stock were distributed by various trusts created under the Mary Green Gallo Trust Agreement dated December 29, 1989, and were immediately contributed to one or more newly created charitable remainder unitrusts, as identified in Table I or the footnotes to Table I. Explanation of footnotes to Table I: For purposes of Section 13(d) of the Securities Exchange Act, each of the joint filers is a member of a group that together owns more than 10% of the Issuer's Class A Common Stock. Except as indicated in the following note, the securities shown in Table I are beneficially owned for purposes of Rule 16a-1(a)(2) by Richard A. Lumpkin. (1) 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. As a result, the shares are no longer beneficially owned for purposes of Rule 16a-1(a)(2) by Mr. Lumpkin. (2) Beneficially owned for purposes of Rule 16a-1(a)(2) by Benjamin I. Lumpkin. These shares were distributed to Benjamin I. Lumpkin on October 27, 1998 from the Trust named for Benjamin Iverson Lumpkin created under the Mary Green Gallo Trust Agreement dated December 29, 1989, and were immediately contributed to the Benjamin I. Lumpkin 1998 NIM- CRUT dated October 27, 1998. These shares are not subject to Mr. Lumpkin's agreement with the other members of the 13(d) group referred to in Item 6 above. (3) Beneficially owned for purposes of Rule 16a-1(a)(2) by Elizabeth L. Celio. These shares were distributed to Elizabeth L. Celio on October 27, 1998 from the Trust named for Elizabeth Arabella Lumpkin created under the Mary Green Gallo Trust Agreement dated December 29, 1989, and were immediately contributed to the Elizabeth L. Celio 1998 NIM- CRUT dated October 27, 1998. These shares are not subject to Ms. Celio's agreement with the other members of the 13(d) group referred to in Item 6 above. (4) Beneficially owned for purposes of Rule 16a-1(a)(2) by Gail Gawthrop Lumpkin and Richard A. Lumpkin. (5) Beneficially owned for purposes of Rule 16a-1(a)(2) by Richard A. Lumpkin, Benjamin I. Lumpkin and Elizabeth L. Celio. Explanation of footnotes to Table II: The derivative securities shown in Table II are beneficially owned for purposes of Rule 16a- 1(a)(2) by Richard A. Lumpkin. (2) The employee stock option dated 12/3/97 vests in four equal annual installments beginning on September 25, 1998. (3) The employee stock option dated 12/22/97 vests in four equal annual installments beginning on December 22, 1998. SIGNATURE OF REPORTING PERSON: Richard A. Lumpkin DATE: November 9, 1998 JOINT FILER INFORMATION: Name: Gail Gawthrop Lumpkin Address: 121 South 17th Street, Mattoon, Illinois 61938 Designated Filer: Richard A. Lumpkin Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD Statement for Month/Year: October 1998 Signature: Gail Gawthrop Lumpkin JOINT FILER INFORMATION: Name: Benjamin I. Lumpkin Address: 1316 West Howard St., #1, Chicago, Illinois 60626 Designated Filer: Richard A. Lumpkin Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD Statement for Month/Year: October 1998 Signature: Benjamin I. Lumpkin JOINT FILER INFORMATION: Name: Elizabeth L. Celio Address: 815 Columbian, Oak Park, Illinois 60302 Designated Filer: Richard A. Lumpkin Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD Statement for Month/Year: October 1998 Signature: Elizabeth L. Celio -----END PRIVACY-ENHANCED MESSAGE-----