-----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, Pf6ttSy0CNA4Qp8SmX00de2tNyY71hEy94/HsGIr3Bg/qW/AwlNlddPjRAi3ZFiu HgLScr9mbfLLCMe8nu12Xw== 0000895813-99-000037.txt : 19990210 0000895813-99-000037.hdr.sgml : 19990210 ACCESSION NUMBER: 0000895813-99-000037 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990131 FILED AS OF DATE: 19990209 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: 99526505 BUSINESS ADDRESS: STREET 1: 6400 C ST SW STREET 2: PO BOX 3177 CITY: CEDAR RAPIDS STATE: IA ZIP: 52406-3177 BUSINESS PHONE: 3193640000 MAIL ADDRESS: STREET 1: TOWNE CENTRE STREET 2: 221 THIRD AVENUE SE SUITE 500 CITY: CEDAR RAPIDS STATE: IA ZIP: 52401-1522 FORMER COMPANY: FORMER CONFORMED NAME: MCLEOD INC DATE OF NAME CHANGE: 19960403 COMPANY DATA: COMPANY CONFORMED NAME: SPARKS MARY LEE CENTRAL INDEX KEY: 0001047185 STANDARD INDUSTRIAL CLASSIFICATION: [] OTHER FILING VALUES: FORM TYPE: 4 BUSINESS ADDRESS: STREET 1: 2438 CAMPBELL ROAD NW CITY: ALBUGUERGUE STATE: NM ZIP: 87104 BUSINESS PHONE: 2172354410 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: Mary Lee Sparks 2438 Campbell Road, N.W. Albuquerque, New Mexico 87104 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: January 1999 5. If Amendment, Date of Original (Month/Year): 6. Relationship of Reporting Person(s) to Issuer (Check all applicable): ( ) Director ( ) 10% Owner ( ) Officer (give title below) (x) Other (specify below) 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. 2. Securities Owner- 7. Trans- 4. Beneficially ship Form: Nature of 1. action 3. Securities Owned at End Direct (D) Indirect Title of Date Transaction Acquired (A) or of Month or Indirect Beneficial Security (Month / Code Disposed of (D) (Instr. 3 (I) Ownership (Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4) ---------- --------- ----------- ------------------- ------------ ------------ ---------- (A) Code V Amount or (D) Price ---- --- ------ ------ ----- Class A 01/04/99 J* 806 A $27.90 806 (1) D Common Stock 01/08/99 S 770 D 35.00 I By Barbara S. Federico 1998 Spouse CRUT dated October 27, 1998 01/11/99 S 1,154 D 35.13 I By Barbara S. Federico 1998 Spouse CRUT dated October 27, 1998 01/12/99 S 1,923 D 36.00 I By Barbara S. Federico 1998 Spouse CRUT dated October 27, 1998 01/13/99 S 1,923 D 35.00 I By Barbara S. Federico 1998 Spouse CRUT dated October 27, 1998 01/14/99 S 1,538 D 36.50 I By Barbara S. Federico 1998 Spouse CRUT dated October 27, 1998 01/14/99 S 385 D 36.75 I By Barbara S. Federico 1998 Spouse CRUT dated October 27, 1998 01/15/99 S 192 D 37.00 I By Barbara S. Federico 1998 Spouse CRUT dated October 27, 1998 01/19/99 S 1,731 D 37.88 I By Barbara S. Federico 1998 Spouse CRUT dated October 27, 1998 01/19/99 S 770 D 38.00 I By Barbara S. Federico 1998 Spouse CRUT dated October 27, 1998 5. Amount of 6. 2. Securities Owner- 7. Trans- 4. Beneficially ship Form: Nature of 1. action 3. Securities Owned at End Direct (D) Indirect Title of Date Transaction Acquired (A) or of Month or Indirect Beneficial Security (Month / Code Disposed of (D) (Instr. 3 (I) Ownership (Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4) ---------- --------- ----------- ------------------- ------------ ------------ ---------- (A) Code V Amount or (D) Price ---- --- ------ ------ ----- 01/19/99 S 385 D 38.25 I By Barbara S. Federico 1998 Spouse CRUT dated October 27, 1998 01/19/99 S 384 D 38.00 I By Barbara S. Federico 1998 Spouse CRUT dated October 27, 1998 01/19/99 S 385 D 38.13 I By Barbara S. Federico 1998 Spouse CRUT dated October 27, 1998 01/20/99 S 1,928 D 38.50 I By Barbara S. Federico 1998 Spouse CRUT dated October 27, 1998 01/20/99 S 538 D 39.00 I By Barbara S. Federico 1998 Spouse CRUT dated October 27, 1998 01/25/99 S 770 D 39.00 220,000 (2) I By Barbara S. Federico 1998 Spouse CRUT dated October 27, 1998 01/08/99 S 770 D 35.00 I By Anne S. Whitten 1998 Spouse NIM-CRUT dated October 27, 1998 01/11/99 S 1,153 D 35.13 I By Anne S. Whitten 1998 Spouse NIM-CRUT dated October 27, 1998 01/12/99 S 1,923 D 36.00 I By Anne S. Whitten 1998 Spouse NIM-CRUT dated October 27, 1998 01/13/99 S 1,923 D 35.00 I By Anne S. Whitten 1998 Spouse NIM-CRUT dated October 27, 1998 01/14/99 S 1,538 D 36.50 I By Anne S. Whitten 1998 Spouse NIM-CRUT dated October 27, 1998 5. Amount of 6. 2. Securities Owner- 7. Trans- 4. Beneficially ship Form: Nature of 1. action 3. Securities Owned at End Direct (D) Indirect Title of Date Transaction Acquired (A) or of Month or Indirect Beneficial Security (Month / Code Disposed of (D) (Instr. 3 (I) Ownership (Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4) ---------- --------- ----------- ------------------- ------------ ------------ ---------- (A) Code V Amount or (D) Price ---- --- ------ ------ ----- 01/14/99 S 385 D 36.75 I By Anne S. Whitten 1998 Spouse NIM-CRUT dated October 27, 1998 01/15/99 S 192 D 37.00 I By Anne S. Whitten 1998 Spouse NIM-CRUT dated October 27, 1998 01/19/99 S 1,731 D 37.88 I By Anne S. Whitten 1998 Spouse NIM-CRUT dated October 27, 1998 01/19/99 S 769 D 38.00 I By Anne S. Whitten 1998 Spouse NIM-CRUT dated October 27, 1998 01/19/99 S 384 D 38.25 I By Anne S. Whitten 1998 Spouse NIM-CRUT dated October 27, 1998 01/19/99 S 385 D 38.00 I By Anne S. Whitten 1998 Spouse NIM-CRUT dated October 27, 1998 01/19/99 S 385 D 38.13 I By Anne S. Whitten 1998 Spouse NIM-CRUT dated October 27, 1998 01/20/99 S 1,923 D 38.50 I By Anne S. Whitten 1998 Spouse NIM-CRUT dated October 27, 1998 01/20/99 S 540 D 39.00 I By Anne S. Whitten 1998 Spouse NIM-CRUT dated October 27, 1998 01/25/99 S 769 D 39.00 170,000 (3) I By Anne S. Whitten 1998 Spouse NIM-CRUT dated October 27, 1998 01/08/99 S 769 D 35.00 I By John W. Sparks 1998 Spouse CRUT dated October 27, 1998 5. Amount of 6. 2. Securities Owner- 7. Trans- 4. Beneficially ship Form: Nature of 1. action 3. Securities Owned at End Direct (D) Indirect Title of Date Transaction Acquired (A) or of Month or Indirect Beneficial Security (Month / Code Disposed of (D) (Instr. 3 (I) Ownership (Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4) ---------- --------- ----------- ------------------- ------------ ------------ ---------- (A) Code V Amount or (D) Price ---- --- ------ ------ ----- 01/11/99 S 1,154 D 35.13 I By John W. Sparks 1998 Spouse CRUT dated October 27, 1998 01/12/99 S 1,923 D 36.00 155,923 (4) I By John W. Sparks 1998 Spouse CRUT dated October 27, 1998 01/13/99 S 1,923 D 35.00 I By John W. Sparks 1998 Spouse NIM-CRUT dated October 27, 1998 01/14/99 S 1,538 D 36.50 I By John W. Sparks 1998 Spouse NIM-CRUT dated October 27, 1998 01/14/99 S 385 D 36.75 I By John W. Sparks 1998 Spouse NIM-CRUT dated October 27, 1998 01/15/99 S 192 D 37.00 I By John W. Sparks 1998 Spouse NIM-CRUT dated October 27, 1998 01/19/99 S 1,731 D 37.88 I By John W. Sparks 1998 Spouse NIM-CRUT dated October 27, 1998 01/19/99 S 769 D 38.00 I By John W. Sparks 1998 Spouse NIM-CRUT dated October 27, 1998 01/19/99 S 384 D 38.25 I By John W. Sparks 1998 Spouse NIM-CRUT dated October 27, 1998 01/19/99 S 385 D 38.00 I By John W. Sparks 1998 Spouse NIM-CRUT dated October 27, 1998 01/19/99 S 385 D 38.13 I By John W. Sparks 1998 Spouse NIM-CRUT dated October 27, 1998 5. Amount of 6. 2. Securities Owner- 7. Trans- 4. Beneficially ship Form: Nature of 1. action 3. Securities Owned at End Direct (D) Indirect Title of Date Transaction Acquired (A) or of Month or Indirect Beneficial Security (Month / Code Disposed of (D) (Instr. 3 (I) Ownership (Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4) ---------- --------- ----------- ------------------- ------------ ------------ ---------- (A) Code V Amount or (D) Price ---- --- ------ ------ ----- 01/20/99 S 1,923 D 38.50 I By John W. Sparks 1998 Spouse NIM-CRUT dated October 27, 1998 01/20/99 S 538 D 39.00 I By John W. Sparks 1998 Spouse NIM-CRUT dated October 27, 1998 01/25/99 S 770 D 39.00 64,077 (5) I By John W. Sparks 1998 Spouse NIM-CRUT dated October 27, 1998 01/08/99 S 769 D 35.00 I By Christina S. Duncan 1998 Spouse CRUT dated October 27, 1998 01/11/99 S 1,154 D 35.13 I By Christina S. Duncan 1998 Spouse CRUT dated October 27, 1998 01/12/99 S 1,923 D 36.00 I By Christina S. Duncan 1998 Spouse CRUT dated October 27, 1998 01/13/99 S 1,923 D 35.00 I By Christina S. Duncan 1998 Spouse CRUT dated October 27, 1998 01/14/99 S 1,539 D 36.50 I By Christina S. Duncan 1998 Spouse CRUT dated October 27, 1998 01/14/99 S 384 D 36.75 I By Christina S. Duncan 1998 Spouse CRUT dated October 27, 1998 01/15/99 S 192 D 37.00 I By Christina S. Duncan 1998 Spouse CRUT dated October 27, 1998 01/19/99 S 1,730 D 37.88 I By Christina S. Duncan 1998 Spouse CRUT dated October 27, 1998 5. Amount of 6. 2. Securities Owner- 7. Trans- 4. Beneficially ship Form: Nature of 1. action 3. Securities Owned at End Direct (D) Indirect Title of Date Transaction Acquired (A) or of Month or Indirect Beneficial Security (Month / Code Disposed of (D) (Instr. 3 (I) Ownership (Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4) ---------- --------- ----------- ------------------- ------------ ------------ ---------- (A) Code V Amount or (D) Price ---- --- ------ ------ ----- 01/19/99 S 770 D 38.00 I By Christina S. Duncan 1998 Spouse CRUT dated October 27, 1998 01/19/99 S 385 D 38.25 I By Christina S. Duncan 1998 Spouse CRUT dated October 27, 1998 01/19/99 S 385 D 38.00 I By Christina S. Duncan 1998 Spouse CRUT dated October 27, 1998 01/19/99 S 384 D 38.13 I By Christina S. Duncan 1998 Spouse CRUT dated October 27, 1998 01/20/99 S 1,923 D 38.50 I By Christina S. Duncan 1998 Spouse CRUT dated October 27, 1998 01/20/99 S 538 D 39.00 I By Christina S. Duncan 1998 Spouse CRUT dated October 27, 1998 01/25/99 S 770 D 39.00 220,000 (4) I By Christina S. Duncan 1998 Spouse CRUT dated October 27, 1998 150,224 I By Mary Lee Sparks 1990 Personal Income Trust for the Benefit of John Woodruff Sparks dated April 20, 1990 150,224 I By Mary Lee Sparks 1990 Personal Income Trust for the Benefit of Anne Romayne Sparks dated April 20, 1990 5. Amount of 6. 2. Securities Owner- 7. Trans- 4. Beneficially ship Form: Nature of 1. action 3. Securities Owned at End Direct (D) Indirect Title of Date Transaction Acquired (A) or of Month or Indirect Beneficial Security (Month / Code Disposed of (D) (Instr. 3 (I) Ownership (Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4) ---------- --------- ----------- ------------------- ------------ ------------ ---------- (A) Code V Amount or (D) Price ---- --- ------ ------ ----- 150,224 I By Mary Lee Sparks 1990 Personal Income Trust for the Benefit of Barbara Lee Sparks dated April 20, 1990 150,224 I By Mary Lee Sparks 1990 Personal Income Trust for the Benefit of Christina Louise Sparks dated April 20, 1990 22,360 (6) D 22,360 (7) D 22,359 (8) D 22,359 (9) D 196,678 D 332,209 I By Trust Agreement dated May 13, 1978 f/b/o Mary Lee Sparks
Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
9. 5. Number 10. Number 6. of Owner- 2. of Deriv- Date Deriva- ship 11. Conver- ative Se- Exer- 8. tive Form of Nature 1. sion 3. curities cisable 7. Price Securi- Deriva- of Title or Exer- Trans- 4. Acquired and Title and of ties tive Indirect of cise action Trans- (A) or Expira- Amount of Deriva- Benefici- Security: Benefi- Deriva- Price of Date action Disposed tion Underlying tive ally Owned Direct (D) cial tive Deriva- (Month/ Code of (D) Date Securities Security at End of or Indirect Ownership Security tive Day/ (Instr. (Instr. 3, (Month/ (Instr. 3 (Instr. Month (I) (Instr. (Instr. 3) Security Year) 8) 4 and 5) Day/ Year) and 4) 5) (Instr. 4) (Instr. 4) 4) - ---------- -------- ------- --------- --------- ---------------- ------------------ -------- --------- ---------- --------- Date Expir- Amount or Exer- ation Number of Code V (A) (D) cisable Date Title Shares ---- --- ---- ----- ------- -------- ------- -------- Employee $24.50 9/24/97 (1) 9/24/08 Class A 25,000 25,000 D Stock Common Option Stock (right to buy) (1) Employee 24.25 12/22/97 (2) 10/12/09 Class A 5,000 5,000 D Stock Common Option Stock (right to buy) (2) Employee 29.75 12/31/98 (3) 12/31/08 Class A 5,000 5,000 D Stock Common Option Stock (right to buy) (2)
Explanation of Responses: Explanation of Transaction Code J - Other acquisition or disposition: Pursuant to the Company's Employee Stock Purchase Plan, on January 4, 1999 Steven L. Grissom acquired 806 shares at approximately $27.90 per share. 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 notes, the securities shown in Table I are beneficially owned for purposes of Rule 16a-1(a)(2) by Mary Lee Sparks and not by any of the other joint filers. (1) Beneficially owned for purposes of Rule 16a-1(a)(2) by Steven L. Grissom. (2) Beneficially owned for purposes of Rule 16a-1(a)(2) by Barbara S. Federico. These shares are not subject to Ms. Federico's agreement with the other members of the 13(d) group referred to in Item 6 of the cover page of this Form 4. (3) Beneficially owned for purposes of Rule 16a-1(a)(2) by Anne S. Whitten. These shares are not subject to Ms. Whitten's agreement with the other members of the 13(d) group referred to in Item 6 of the cover page of this Form 4. (4) Beneficially owned for purposes of Rule 16a-1(a)(2) by John W. Sparks. These shares are not subject to Mr. Sparks' agreement with the other members of the 13(d) group referred to in Item 6 of the cover page of this Form 4. (5) Beneficially owned for purposes of Rule 16a-1(a)(2) by Christina S. Duncan. These shares are not subject to Ms. Duncan's agreement with the other members of the 13(d) group referred to in Item 6 of the cover page of this Form 4. (6) Beneficially owned for purposes of Rule 16a-1(a)(2) by John W. Sparks. (7) Beneficially owned for purposes of Rule 16a-1(a)(2) by Barbara S. Federico. (8) Beneficially owned for purposes of Rule 16a-1(a)(2) by Christina S. Duncan (9) Beneficially owned for purposes of Rule 16a-1(a)(2) by Anne S. Whitten. 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 Steven L. Grissom. (1) The employee stock option dated 9/24/97 vests in four equal annual installments which began on September 24, 1998. (2) The employee stock option dated 12/22/97 vests in four equal annual installments beginning on October 12, 1999. (3) The employee stock option dated 12/31/98 vests in four equal annual installments beginning on December 31, 1999. SIGNATURE OF REPORTING PERSON: Mary Lee Sparks* By: Steven L. Grissom Attorney in Fact JOINT FILER INFORMATION Name: Steven L. Grissom Address: 121 South 17th Street, Mattoon, Illinois 61938 Designated Filer: Mary Lee Sparks Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD Statement for Month/Year: January 1999 Signature: Steven L. Grissom *See Exhibit 4 JOINT FILER INFORMATION Name: Anne S. Whitten Address: 38 Goodhue Road, Windham, New Hampshire 03087 Designated Filer: Mary Lee Sparks Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD Statement for Month/Year: January 1999 Signature: Anne S. Whitten* By: Steven L. Grissom Attorney in Fact JOINT FILER INFORMATION Name: Barbara S. Federico By: Steven L. Grissom Attorney in Fact Address: 4840 Ashville Bay Road, Ashville, New York 14710 Designated Filer: Mary Lee Sparks Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD Statement for Month/Year: January 1999 Signature: Barbara S. Federico** By: Steven L. Grissom Attorney in Fact *See Exhibit 1 **See Exhibit 5 JOINT FILER INFORMATION Name: Christina S. Duncan (aka Christina L. Duncan) Address: 194 North Bald Hill Road, New Canaan, Connecticut 06840 Designated Filer: Mary Lee Sparks Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD Statement for Month/Year: January 1999 Signature: Christina S. Duncan* By: Steven L. Grissom Attorney in Fact JOINT FILER INFORMATION Name: John W. Sparks Address: 229 Saavedra, S.W., Albuquerque, New Mexico 87105 Designated Filer: Mary Lee Sparks Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD Statement for Month/Year: January 1999 Signature: John W. Sparks** By: Steven L. Grissom Attorney in Fact DATE: February 8, 1999 *See Exhibit 2 **See Exhibit 3 EXHIBIT 1 POWER OF ATTORNEY ----------------- Power of Attorney made this 28th day of January, 1999: I, ANNE S. WHITTEN of 38 Goodhue Road, Windham, New Hampshire 03087, hereby appoint Steven L. Grissom, of 21 South Country Club Road, Mattoon, Illinois 61938, as my attorney-in-fact for the purpose of taking the actions set forth below: 1. To execute and file on my behalf, individually or in any fiduciary or other capacity, reports and other forms with the Securities and Exchange Commission relating to shares of Class A Common Stock of McLeodUSA Incorporated acquired, beneficially owned, held or disposed of by me, whether individually, as trustee of one or more trusts, or otherwise; 2. To execute assignments and other instruments required for the sale of shares of Class A Common Stock of McLeodUSA Incorporated; and 3. To execute account agreements and all other documents required to open or to close on my behalf accounts with any bank, trust company, savings association, broker or other depository or agent and to deposit in or transfer between any such account held in my name any monies or other property and to examine or receive related records, including canceled checks. The powers and authorities granted herein shall not be affected, impaired or exhausted by any nonexercise or by any one or more exercises thereof. My attorney shall exercise or fail to exercise the powers and authorities granted herein in each case as my attorney, in my attorney's own absolute discretion, deems desirable or appropriate under existing circumstances. This Power of Attorney is effective immediately and will remain in effect, even though I become incapacitated, until revoked by a written instrument signed by me and delivered to my attorney. It is my intent that the power granted herein shall continue without interruption until my death, unless previously revoked by me. This Power of Attorney shall not affect or impair the validity of any other Power of Attorney that I have in force upon the effective date of this instrument. Any person, corporation, partnership, or other legal entity dealing with my attorney may rely without inquiry upon my attorney's certification that this instrument is still in effect. No person, partnership, corporation, or legal entity relying on this power of attorney in good faith and without actual notice of revocation shall be required to see to the application and disposition of any moneys, stocks, bonds, securities, or other property paid to or delivered to my attorney, or my attorney's substitute, pursuant to the provisions hereof. This power of attorney shall be governed by the laws of Illinois. Reproductions of this executed original (with reproduced signatures and the certificate of acknowledgment) shall be deemed to be original counterparts of this power of attorney. /s/ Anne S. Whitten ------------------------------ Principal Specimen signature of my attorney: _________________________________ ______________________________ Steven L. Grissom Principal (as witness to attorney's signature) ______________________________________________________________________ STATE OF CONNECTICUT ) ) ss COUNTY OF FAIRFIELD ) I, a Notary Public, in and for said County and State, hereby certify that ANNE S. WHITTEN, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed that instrument as his/her free and voluntary act, for the uses and purposes therein set forth. Given under my hand and notarial seal this 28th day of January, 1999. /s/ Janet L. Hodapp ------------------------------ Notary Public Janet L. Hodapp This document was prepared by: Notary Public, State of Illinois Debra L. Stetter My Commission expires 04/20/02 Schiff Hardin & Waite 6600 Sears Tower Chicago, Illinois 60606 EXHIBIT 2 --------- POWER OF ATTORNEY ----------------- Power of Attorney made this 9th day of December, 1998: I, CHRISTINA S. DUNCAN of 194 North Bald Hill Road, New Canaan, Connecticut 06840, hereby appoint Steven L. Grissom, of 21 South Country Club Road, Mattoon, Illinois 61938, as my attorney-in- fact for the purpose of taking the actions set forth below: 1. To execute and file on my behalf, individually or in any fiduciary or other capacity, reports and other forms with the Securities and Exchange Commission relating to shares of Class A Common Stock of McLeodUSA Incorporated acquired, beneficially owned, held or disposed of by me, whether individually, as trustee of one or more trusts, or otherwise; 2. To execute assignments and other instruments required for the sale of shares of Class A Common Stock of McLeodUSA Incorporated; and 3. To execute account agreements and all other documents required to open or to close on my behalf accounts with any bank, trust company, savings association, broker or other depository or agent and to deposit in or transfer between any such account held in my name any monies or other property and to examine or receive related records, including canceled checks. The powers and authorities granted herein shall not be affected, impaired or exhausted by any nonexercise or by any one or more exercises thereof. My attorney shall exercise or fail to exercise the powers and authorities granted herein in each case as my attorney, in my attorney's own absolute discretion, deems desirable or appropriate under existing circumstances. This Power of Attorney is effective immediately and will remain in effect, even though I become incapacitated, until revoked by a written instrument signed by me and delivered to my attorney. It is my intent that the power granted herein shall continue without interruption until my death, unless previously revoked by me. This Power of Attorney shall not affect or impair the validity of any other Power of Attorney that I have in force upon the effective date of this instrument. Any person, corporation, partnership, or other legal entity dealing with my attorney may rely without inquiry upon my attorney's certification that this instrument is still in effect. No person, partnership, corporation, or legal entity relying on this power of attorney in good faith and without actual notice of revocation shall be required to see to the application and disposition of any moneys, stocks, bonds, securities, or other property paid to or delivered to my attorney, or my attorney's substitute, pursuant to the provisions hereof. This power of attorney shall be governed by the laws of Illinois. Reproductions of this executed original (with reproduced signatures and the certificate of acknowledgment) shall be deemed to be original counterparts of this power of attorney. /s/ Christina S. Duncan ------------------------------ Principal Specimen signature of my attorney: _________________________________ ______________________________ Steven L. Grissom Principal (as witness to attorney's signature) ______________________________________________________________________ STATE OF CONNECTICUT ) ) ss COUNTY OF FAIRFIELD ) I, a Notary Public, in and for said County and State, hereby certify that CHRISTINA S. DUNCAN, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed that instrument as his/her free and voluntary act, for the uses and purposes therein set forth. Given under my hand and notarial seal this 7th day of December, 1998. /s/ Mary Ann Bancroft ----------------------------------- Notary Public Mary Ann Bancroft This document was prepared by: Notary Public Debra L. Stetter My Commission expires January 31, Schiff Hardin & Waite 2003 6600 Sears Tower Chicago, Illinois 60606 EXHIBIT 3 --------- POWER OF ATTORNEY ----------------- Power of Attorney made this 25th day of January, 1999: I, JOHN WOODRUFF SPARKS of 229 Soavedra Road S.W., Albequerque, New Mexico 87105, hereby appoint Steven L. Grissom, of 21 South Country Club Road, Mattoon, Illinois 61938, as my attorney-in- fact for the purpose of taking the actions set forth below: 1. To execute and file on my behalf, individually or in any fiduciary or other capacity, reports and other forms with the Securities and Exchange Commission relating to shares of Class A Common Stock of McLeodUSA Incorporated acquired, beneficially owned, held or disposed of by me, whether individually, as trustee of one or more trusts, or otherwise; 2. To execute assignments and other instruments required for the sale of shares of Class A Common Stock of McLeodUSA Incorporated; and 3. To execute account agreements and all other documents required to open or to close on my behalf accounts with any bank, trust company, savings association, broker or other depository or agent and to deposit in or transfer between any such account held in my name any monies or other property and to examine or receive related records, including canceled checks. The powers and authorities granted herein shall not be affected, impaired or exhausted by any nonexercise or by any one or more exercises thereof. My attorney shall exercise or fail to exercise the powers and authorities granted herein in each case as my attorney, in my attorney's own absolute discretion, deems desirable or appropriate under existing circumstances. This Power of Attorney is effective immediately and will remain in effect, even though I become incapacitated, until revoked by a written instrument signed by me and delivered to my attorney. It is my intent that the power granted herein shall continue without interruption until my death, unless previously revoked by me. This Power of Attorney shall not affect or impair the validity of any other Power of Attorney that I have in force upon the effective date of this instrument. Any person, corporation, partnership, or other legal entity dealing with my attorney may rely without inquiry upon my attorney's certification that this instrument is still in effect. No person, partnership, corporation, or legal entity relying on this power of attorney in good faith and without actual notice of revocation shall be required to see to the application and disposition of any moneys, stocks, bonds, securities, or other property paid to or delivered to my attorney, or my attorney's substitute, pursuant to the provisions hereof. This power of attorney shall be governed by the laws of Illinois. Reproductions of this executed original (with reproduced signatures and the certificate of acknowledgment) shall be deemed to be original counterparts of this power of attorney. /s/ John Woodruff Sparks ------------------------------ Principal Specimen signature of my attorney: /s/ Steven L. Grissom --------------------------------- ______________________________ Steven L. Grissom Principal (as witness to attorney's signature) ______________________________________________________________________ STATE OF ILLINOIS ) ) ss COUNTY OF COLES ) I, a Notary Public, in and for said County and State, hereby certify that JOHN WOODRUFF SPARKS, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed that instrument as his/her free and voluntary act, for the uses and purposes therein set forth. Given under my hand and notarial seal this 26th day of January, 1999. /s/ Karen D. Stoutenborough ----------------------------------- Notary Public Karen D. Stoutenborough This document was prepared by: Notary Public, State of Illinois Debra L. Stetter My Commission expires June 7, 2001 Schiff Hardin & Waite 6600 Sears Tower Chicago, Illinois 60606 EXHIBIT 4 --------- POWER OF ATTORNEY ----------------- Power of Attorney made this 2nd day of February, 1999: I, BARBARA S. FEDERICO, of 4840 Ashville Bay Road, Ashville, New York 14710, hereby appoint Steven L. Grissom, of 21 South Country Club Road, Mattoon, Illinois 61938, as my attorney-in-fact for the purpose of taking the actions set forth below: 1. To execute and file on my behalf, individually or in any fiduciary or other capacity, reports and other forms with the Securities and Exchange Commission relating to shares of Class A Common Stock of McLeodUSA Incorporated acquired, beneficially owned, held or disposed of by me, whether individually, as trustee of one or more trusts, or otherwise; 2. To execute assignments and other instruments required for the sale of shares of Class A Common Stock of McLeodUSA Incorporated; and 3. To execute account agreements and all other documents required to open or to close on my behalf accounts with any bank, trust company, savings association, broker or other depository or agent and to deposit in or transfer between any such account held in my name any monies or other property and to examine or receive related records, including canceled checks. The powers and authorities granted herein shall not be affected, impaired or exhausted by any nonexercise or by any one or more exercises thereof. My attorney shall exercise or fail to exercise the powers and authorities granted herein in each case as my attorney, in my attorney's own absolute discretion, deems desirable or appropriate under existing circumstances. This Power of Attorney is effective immediately and will remain in effect, even though I become incapacitated, until revoked by a written instrument signed by me and delivered to my attorney. It is my intent that the power granted herein shall continue without interruption until my death, unless previously revoked by me. This Power of Attorney shall not affect or impair the validity of any other Power of Attorney that I have in force upon the effective date of this instrument. Any person, corporation, partnership, or other legal entity dealing with my attorney may rely without inquiry upon my attorney's certification that this instrument is still in effect. No person, partnership, corporation, or legal entity relying on this power of attorney in good faith and without actual notice of revocation shall be required to see to the application and disposition of any moneys, stocks, bonds, securities, or other property paid to or delivered to my attorney, or my attorney's substitute, pursuant to the provisions hereof. This power of attorney shall be governed by the laws of Illinois. Reproductions of this executed original (with reproduced signatures and the certificate of acknowledgment) shall be deemed to be original counterparts of this power of attorney. ______________________________ Principal Specimen signature of my attorney: _________________________________ ______________________________ Steven L. Grissom Principal (as witness to attorney's signature) ______________________________________________________________________ STATE OF ILLINOIS ) ) ss COUNTY OF COLES ) I, a Notary Public, in and for said County and State, hereby certify that BARBARA S. FEDERICO, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed that instrument as his/her free and voluntary act, for the uses and purposes therein set forth. Given under my hand and notarial seal this _____ day of _______________, 1999. /s/ Karen D. Stoutenborough ----------------------------------- Notary Public Karen D. Stoutenborough This document was prepared by: Notary Public, State of Illinois Debra L. Stetter My Commission expires June 7, 2001 Schiff Hardin & Waite 6600 Sears Tower Chicago, Illinois 60606 EXHIBIT 5 --------- POWER OF ATTORNEY NEW MEXICO STATUTORY FORM THE POWERS GRANTED BY THIS DOCUMENT ARE BROAD AND SWEEPING. THIS FORM, THE NEW MEXICO STATUTORY SHORT FORM UNDER SECTION 45-5-502 NMSA 1978, DOES NOT PROHIBIT THE USE OF ANY OTHER FORM. I, MARY LEE SPARKS, reside in Bernalillo County, New Mexico. I appoint STEVEN L. GRISSOM, of Mattoon, Illinois, to serve as my attorney-in-fact. If any attorney-in-fact appointed above is unable to serve, then I appoint ___________________ to serve alone and successively as successor attorney-in-fact in place of the person who is unable to serve. ______________________________________________________________________ CHECK AND INITIAL THE FOLLOWING PARAGRAPH ONLY IF MORE THAN ONE PERSON IS APPOINTED TO ACT ON YOUR BEHALF AND YOU WANT ANY ONE OF THEM TO HAVE THE POWER TO ACT ALONE WITHOUT THE SIGNATURE OF THE OTHER(S). IF YOU DO NOT CHECK AND INITIAL THE FOLLOWING PARAGRAPH AND MORE THAN ONE PERSON IS NAMED TO ACT ON YOUR BEHALF THEN THE MYST ACT JOINTLY. ( ) If more than one person is appointed to serve as ___________ my attorneys-in-fact then they may act severally, initials alone and independently of each other. My attorney(s)-in-fact shall have the power to act in my name, place and stead in any way in which I myself could do with respect to the following matters to the extent permitted by law: In particular, my attorney-in-fact shall have the power to sign on my behalf (both in my individual capacity and in my capacity as trustee) any filings or other documents required to be filed with the Securities and Exchange Commission that relate to McLeodUSA. INITIAL IN THE OPPOSITE BOX EACH AUTHORIZATION WHICH YOU DESIRE TO GIVE TO YOUR ATTORNEY(S)-IN-FACT. YOUR ATTORNEY(S)-IN-FACT SHALL BE AUTHORIZED TO ENGAGE ONLY IN THOSE ACTIVITIES WHICH ARE INITIALED. -------------------------------------------------------------------- 1. real estate transactions . . . . . . . . . . . . . . ( )* 2. bond, share and commodity transactions; . . . . . . ( )* 3. chattel and goods transactions; . . . . . . . . . . . ( ) 4. banking transactions; . . . . . . . . . . . . . . . . ( ) 5. business operating transactions; . . . . . . . . . . ( ) 6. insurance transactions; . . . . . . . . . . . . . . . ( ) 7. estate transactions; . . . . . . . . . . . . . . . . ( ) 8. claims and litigation; . . . . . . . . . . . . . . . ( ) 9. government benefits; . . . . . . . . . . . . . . . . ( ) 10. records, reports and statements; . . . . . . . . . . ( ) 11. decisions regarding lifesaving and life prolonging medical treatment; . . . . . . . . . . . . . . . . . ( ) 12. decisions relating to medical treatment, surgical treatment, nursing care, medication, hospitalization, institutionalization in a nursing home or other facility and home health care; . . . . . . . . . . . . . . . . . . . . . . . . ( ) 13. transfer of property or income as a gift to the principal's spouse for the purpose of qualifying the principal for governmental medical assistance; . ( ) 14. list other: ____________________________ ( ) ____________________________ . . . . . . ( ) 15. list all other powers: ____________________________ ____________________________ . . . . . . ( ) *Specifically identified real estate or stocks and bonds for which my attorney-in-fact is authorized to act follow. If nothing is listed, then the attorney-in-fact is authorized to act with respect to any real estate or stocks and bonds and other securities that I own. A copy of this power of attorney must be recorded in the office of the county clerk where the real estate is located. ____________________________ ____________________________ ____________________________ . . . . . . ( ) This power of attorney shall not be affected by my incapacity, but will terminate upon my death unless I have revoked it prior to my death. ______________________________________________________________________ CHECK AND INITIAL THE FOLLOWING PARAGRAPH IF YOU INTEND FOR THIS POWER OF ATTORNEY TO BECOME EFFECTIVE ONLY IF YOU BECOME INCAPACITATED. YOUR FAILURE TO DO SO WILL MEAN THAT YOU ATTORNEY(S)-IN-FACT ARE EMPOWERED TO ACT ON YOUR BEHALF FROM THE TIME YOU SIGN THIS DOCUMENT UNTIL YOUR DEATH UNLESS YOU REVOKE THE POWER BEFORE YOUR DEATH. ( ) This power of attorney shall become effective only if I ----------- become initials incapacitated. My attorney(s)-in-fact initials shall be entitled to rely on notarized statements from two qualified health care professionals as to my incapacity. By incapacity I mean that among other things, I am unable to effectively manage my person care, property or financial affairs. /s/ Mary Lee Lumpkin Sparks ----------------------------------- Dated: August 26, 1998 ----------------------- ACKNOWLEDGMENT STATE OF NEW MEXICO ) ) COUNTY OF BERNALILLO ) The foregoing instrument was acknowledged before me this 26th day of August, 1998, by MARY LEE SPARKS. /s/ Sandi Archuleta ---------------------------------------- Notary Public Official Seal Sandi Archuleta Notary Public - State of New Mexico Notary Bon Filed with Secretary of State My Commission Expires 5/26/99 This instrument was prepared by: David R. Hodgman Debra I. Stetter Schiff Hardin & Waite 7200 Sears Tower 233 South Wacker Drive Chicago, Illinois 60606 (312) 876-1000 EXHIBIT 5 --------- POWER OF ATTORNEY ----------------- Power of Attorney made this 2nd day of February, 1999: I, BARBARA S. FEDERICO of 4840 Ashville Bay Road, Ashville, New York 14710, hereby appoint Steven L. Grissom, of 21 South Country Club Road, Mattoon, Illinois 61938, as my attorney-in-fact for the purpose of taking the actions set forth below: 1. To execute and file on my behalf, individually or in any fiduciary or other capacity, reports and other forms with the Securities and Exchange Commission relating to shares of Class A Common Stock of McLeodUSA Incorporated acquired, beneficially owned, held or disposed of by me, whether individually, as trustee of one or more trusts, or otherwise; 2. To execute assignments and other instruments required for the sale of shares of Class A Common Stock of McLeodUSA Incorporated; and 3. To execute account agreements and all other documents required to open or to close on my behalf accounts with any bank, trust company, savings association, broker or other depository or agent and to deposit in or transfer between any such account held in my name any monies or other property and to examine or receive related records, including canceled checks. The powers and authorities granted herein shall not be affected, impaired or exhausted by any nonexercise or by any one or more exercises thereof. My attorney shall exercise or fail to exercise the powers and authorities granted herein in each case as my attorney, in my attorney's own absolute discretion, deems desirable or appropriate under existing circumstances. This Power of Attorney is effective immediately and will remain in effect, even though I become incapacitated, until revoked by a written instrument signed by me and delivered to my attorney. It is my intent that the power granted herein shall continue without interruption until my death, unless previously revoked by me. This Power of Attorney shall not affect or impair the validity of any other Power of Attorney that I have in force upon the effective date of this instrument. Any person, corporation, partnership, or other legal entity dealing with my attorney may rely without inquiry upon my attorney's certification that this instrument is still in effect. No person, partnership, corporation, or legal entity relying on this power of attorney in good faith and without actual notice of revocation shall be required to see to the application and disposition of any moneys, stocks, bonds, securities, or other property paid to or delivered to my attorney, or my attorney's substitute, pursuant to the provisions hereof. This power of attorney shall be governed by the laws of Illinois. Reproductions of this executed original (with reproduced signatures and the certificate of acknowledgment) shall be deemed to be original counterparts of this power of attorney. /s/ Barbara S. Federico ------------------------------ Principal Specimen signature of my attorney: _________________________________ ______________________________ Steven L. Grissom Principal (as witness to attorney's signature) ______________________________________________________________________ STATE OF ILLINOIS ) ) ss COUNTY OF COOK ) I, a Notary Public, in and for said County and State, hereby certify that BARBARA S. FEDERICO, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed that instrument as his/her free and voluntary act, for the uses and purposes therein set forth. Given under my hand and notarial seal this 2nd day of February, 1999. /s/ Janet L. Hodapp ----------------------------------- Notary Public Janet L. Hodapp This document was prepared by: Notary Public, State of Illinois Debra L. Stetter My Commission expires 04/20/02 Schiff Hardin & Waite 6600 Sears Tower Chicago, Illinois 60606 -----END PRIVACY-ENHANCED MESSAGE-----