-----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, HY90XrwB44EjcJE0jkAb33czYPDGauEOybJxoEaAcDfvccUpQItWpUfnPBb9e4Qd WB3MX21R9EzXxGixQzHcdQ== 0000895813-98-000262.txt : 19981111 0000895813-98-000262.hdr.sgml : 19981111 ACCESSION NUMBER: 0000895813-98-000262 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: 98743013 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: KEON MARGARET LUMPKIN CENTRAL INDEX KEY: 0000924869 STANDARD INDUSTRIAL CLASSIFICATION: [] OTHER FILING VALUES: FORM TYPE: 4 BUSINESS ADDRESS: STREET 1: 16 MILLER AVE STREET 2: STE 203 CITY: MILL VALLEY STATE: CA ZIP: 94941 BUSINESS PHONE: 4153815366 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: Margaret L. Keon c/o Keon Associates 16 Miller Avenue, Suite 203 Mill Valley, California 94941 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): ( ) 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. Securities Ownership 7. 2. Beneficially Form: Nature 1. Transaction 3. 4. Owned at End Direct (D) of Indirect Title of Date Transaction Securities 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) ---------- ----------- ----------- ----------------------------- ------------ ----------- ----------- Code V Amount (A)or(D) Price ---- --- ------ -------- ----- Class A Common 10/27/98 J* 85,000 (1) A 85,000 (1) I By Joseph J. Keon Stock III 1998 CRUT dated October 27, 1998 10/27/98 J* 100,000 (2) A 100,000 (2) I By Margaret Lynley Keon 1998 NIM-CRUT dated October 27, 1998 10/27/98 J* 100,000 (3) A 100,000 (3) I By Susan K. DeWyngaert 1998 Spouse CRUT dated October 27, 1998 10/27/98 J* 100,000 (4) A 100,000 (4) I By Pamela K. Vitale 1998 Spouse CRUT dated October 27, 1998 10/27/98 J* 200,000 (5) A 200,000 (5) I By Liese A. Keon 1998 CRUT dated October 27, 1998 16,057 (6) I By Joseph J. Keon III Holdback Trust under the Margaret L. Keon 1993 Grantor Retained Annuity Trust 16,057 (6) I By Katherine S. Keon Holdback Trust under the Margaret L. Keon 1993 Grantor Retained Annuity Trust 5. Amount of 6. Securities Ownership 7. 2. Beneficially Form: Nature 1. Transaction 3. 4. Owned at End Direct (D) of Indirect Title of Date Transaction Securities 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) ---------- ----------- ----------- ----------------------------- ------------ ----------- ----------- Code V Amount (A)or(D) Price ---- --- ------ -------- ----- 16,058 (7) D 16,058 (8) D 16,058 (9) D 16,058 (10) D 508,061 I By Margaret Lumpkin Keon Trust dated May 13, 1978 77,337 I By Margaret L. Keon 1990 Personal Income Trust for the Benefit of Joseph John Keon III dated April 20, 1990 77,337 I By Margaret L. Keon 1990 Personal Income Trust for the Benefit of Katherine Stoddert Keon dated April 20, 1990 77,337 I By Margaret L. Keon 1990 Personal Income Trust for the Benefit of Lisa Anne Keon dated April 20, 1990 5. Amount of 6. Securities Ownership 7. 2. Beneficially Form: Nature 1. Transaction 3. 4. Owned at End Direct (D) of Indirect Title of Date Transaction Securities 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) ---------- ----------- ----------- ------------------------------- ------------ ----------- ----------- Code V Amount (A)or(D) Price ---- --- ------ -------- ----- 77,337 I By Margaret L. Keon 1990 Personal Income Trust for the Benefit of Margaret Lynley Keon dated April 20, 1990 77,337 I By Margaret L. Keon 1990 Personal Income Trust for the Benefit of Pamela Keon Vitale dated April 20, 1990 77,337 I By Margaret L. Keon 1990 Personal Income Trust for the Benefit of Susan Tamara Keon DeWyngaert dated April 20, 1990
Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
9. 5. Number of 10. Number Deriva- Owner- 11. of Deriv- tive ship Form Nature ative Se- Securi- of Deriva- of Indi- 2. 3. curities 7. ties tive rect Conversion Trans- 4. Acquired 6. Title and Benefi- Security: Benefi- 1. or action Trans- (A) or Date Exer- Amount of 8. cially Direct (D) cial Title of Exercise Date action Disposed cisable and Underlying Price of Owned at or Indi- Owner- Derivative Price of (Month/ Code of (D) Expiration Securities Derivative End of rect ship Security Derivative Day/ (Instr. (Instr. 3, Date (Month/ (Instr. 3 Security Month (I) (Instr. (Instr. 3) Security Year) 8) 4 and 5) Day/Year) and 4) (Instr. 5) (Instr. 4) (Instr. 4) 4) - ---------- ---------- ------- ------- ---------- ------------ ---------- ---------- ---------- ---------- ------- Code V (A) (D) Date Expir- Title Amount Exer- ation or cisable Date Number of Shares ------- ----- ----- ------- ------- ----- ------
Explanation of Responses: *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 charita- ble 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 notes, the securities shown in Table I are beneficially owned for purposes of Rule 16a-1(a)(2) by Margaret L. Keon and not by any of the other joint filers. (1) Beneficially owned for purposes of Rule 16a-1(a)(2) by Joseph J. Keon III. These shares were distributed to Joseph J. Keon III on October 27, 1998 from the Trust named for Joseph J. Keon III created under the Mary Green Gallo Trust Agreement dated Decem- ber 29, 1989, and were immediately contributed to the Joseph J. Keon III 1998 CRUT dated October 27, 1998. These shares are not subject to Mr. Keon's agreement with the other members of the 13(d) group referred to in Item 6 above. (2) Beneficially owned for purposes of Rule 16a-1(a)(2) by Margaret Lynley Keon. These shares were distributed to Margaret Lynley Keon on October 27, 1998 from the Trust named for Margaret Lynley Keon created under the Mary Green Gallo Trust Agreement dated December 29, 1989, and were immediately contributed to the Margaret Lynley Keon 1998 NIM-CRUT dated October 27, 1998. These shares are not subject to Ms. Keon'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 Susan K. DeWyngaert. These shares were distributed to Susan K. DeWyngaert on October 27, 1998 from the Trust named for Susan K. DeWyngaert created under the Mary Green Gallo Trust Agreement dated December 29, 1989, and were immediately contributed to the Susan K. DeWyngaert 1998 Spouse CRUT dated October 27, 1998. These shares are not subject to Ms. DeWyngaert'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 Pamela K. Vitale. These shares were distributed to Pamela K. Vitale on October 27, 1998 from the Trust named for Pamela K. Vitale created under the Mary Green Gallo Trust Agreement dated December 29, 1989, and were immediately contributed to the Pamela K. Vitale 1998 Spouse CRUT dated October 27, 1998. These shares are not subject to Ms. Vitale's agreement with the other members of the 13(d) group referred to in Item 6 above. (5) Beneficially owned for purposes of Rule 16a-1(a)(2) by Liese A. Keon. These shares were distributed to Liese A. Keon on October 27, 1998 from the Trust named for Liese A. Keon created under the Mary Green Gallo Trust Agreement dated December 29, 1989, and were immediately contributed to the Liese A. Keon 1998 CRUT dated October 27, 1998. These shares are not subject to Ms. Keon's agreement with the other members of the 13(d) group referred to in Item 6 above. (6) Beneficially owned for purposes of Rule 16a-1(a)(2) by Joseph J. Keon III and Pamela K. Vitale. (7) Beneficially owned for purposes of Rule 16a-1(a)(2) by Pamela K. Vitale. (8) Beneficially owned for purposes of Rule 16a-1(a)(2) by Liese A. Keon. (9) Beneficially owned for purposes of Rule 16a-1(a)(2) by Susan T. DeWyngaert. (10) Beneficially owned for purposes of Rule 16a-1(a)(2) by Margaret Lynley Keon. SIGNATURE OF REPORTING PERSON(S): Margaret L. Keon JOINT FILER INFORMATION Name: Joseph J. Keon III Address: c/o Keon Associates, 16 Miller Avenue, Suite 203, Mill Valley, California 94941 Designated Filer: Margaret L. Keon Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD Statement for Month/Year: October 1998 Signature: Joseph J. Keon III JOINT FILER INFORMATION Name: Pamela K. Vitale Address: c/o Keon Associates, 16 Miller Avenue, Suite 203, Mill Valley, California 94941 Designated Filer: Margaret L. Keon Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD Statement for Month/Year: October 1998 Signature: Pamela K. Vitale JOINT FILER INFORMATION Name: Liese A. Keon Address: 2868 South Lakeridge Trail, Boulder, Colorado 80302 Designated Filer: Margaret L. Keon Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD Statement for Month/Year: October 1998 Signature: Liese A. Keon JOINT FILER INFORMATION Name: Susan T. DeWyngaert Address: 335 South 7th Street, Philadelphia, Pennsylvania 19106 Designated Filer: Margaret L. Keon Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD Statement for Month/Year: October 1998 Signature: Susan T. DeWyngaert JOINT FILER INFORMATION Name: Margaret Lynley Keon Address: 56 Bourne Street, London, England SW1W8J0 Designated Filer: Margaret L. Keon Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD Statement for Month/Year: October 1998 Signature: Margaret Lynley Keon DATE: November 9, 1998 -----END PRIVACY-ENHANCED MESSAGE-----