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)
Edward M. Gleason
Alliant Energy Corporation
222 West Washington Avenue, Madison, Wisconsin 53703
(608) 252-3311
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
Voluntary
(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(e), (f) or (g), check the following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) 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).
<PAGE>
- ---------------------- -----------------------------
CUSIP No. 582266 10 2 Page 2 of 21 pages
- ---------------------- -----------------------------
=========== ====================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alliant Energy Corporation (formerly known as Interstate
Energy Corporation)
=========== ====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
b) |X|
=========== ====================================================================
3 SEC USE ONLY
=========== ====================================================================
4 SOURCE OF FUNDS*
00 (See Item 3)
=========== ====================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANTTO ITEMS 2(d) OR 2(e) |_|
=========== ====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
=========== =============== ========= ==========================================
7 SOLE VOTING POWER
NUMBER OF
0
SHARES ========= ==========================================
8 SHARED VOTING POWER
BENEFICIALLY 9,683,596 (See Item 5)
OWNED BY ========= ==========================================
9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING ========= ==========================================
10 SHARED DISPOSITIVE POWER
PERSON
9,683,596 (See Item 5)
WITH
=========== ====================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,683,596 (See Item 5)
=========== ====================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |_|
Not Applicable
=========== ====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
=========== ====================================================================
14
TYPE OF REPORTING PERSON*
CO
=========== ====================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ---------------------- -----------------------------
CUSIP No. 582266 10 2 Page 3 of 21 pages
- ---------------------- -----------------------------
=========== ====================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alliant Energy Resources, Inc. (formerly known as Alliant
Industries, Inc.)
=========== ====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
b) |X|
=========== ====================================================================
3 SEC USE ONLY
=========== ====================================================================
4 SOURCE OF FUNDS*
Not Applicable
=========== ====================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANTTO ITEMS 2(d) OR 2(e) |_|
=========== ====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
=========== =============== ========= ==========================================
7 SOLE VOTING POWER
NUMBER OF
0
SHARES ========= ==========================================
8 SHARED VOTING POWER
BENEFICIALLY 9,683,596 (See Item 5)
OWNED BY ========= ==========================================
9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING ========= ==========================================
10 SHARED DISPOSITIVE POWER
PERSON
9,683,596 (See Item 5)
WITH
=========== ====================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,683,596 (See Item 5)
=========== ====================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |_|
Not Applicable
=========== ====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
=========== ====================================================================
14
TYPE OF REPORTING PERSON*
CO
=========== ====================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ---------------------- -----------------------------
CUSIP No. 582266 10 2 Page 4 of 21 pages
- ---------------------- -----------------------------
=========== ====================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alliant Energy Investments, Inc. (formerly known as IES
Investments, Inc.)
=========== ====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
b) |X|
=========== ====================================================================
3 SEC USE ONLY
=========== ====================================================================
4 SOURCE OF FUNDS*
Not Applicable
=========== ====================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANTTO ITEMS 2(d) OR 2(e) |_|
Not Applicable
=========== ====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
=========== =============== ========= ==========================================
7 SOLE VOTING POWER
NUMBER OF
0
SHARES ========= ==========================================
8 SHARED VOTING POWER
BENEFICIALLY 9,683,596 (See Item 5)
OWNED BY ========= ==========================================
9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING ========= ==========================================
10 SHARED DISPOSITIVE POWER
PERSON
9,683,596 (See Item 5)
WITH
=========== ====================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,683,596 (See Item 5)
=========== ====================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |_|
Not Applicable
=========== ====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
=========== ====================================================================
14
TYPE OF REPORTING PERSON*
CO
=========== ====================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ---------------------- -----------------------------
CUSIP No. 582266 10 2 Page 5 of 21 pages
- ---------------------- -----------------------------
=========== ====================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heartland Properties, Inc.
=========== ====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
b) |X|
=========== ====================================================================
3 SEC USE ONLY
=========== ====================================================================
4 SOURCE OF FUNDS*
00(see Item 3)
=========== ====================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANTTO ITEMS 2(d) OR 2(e) |_|
Not Applicable
=========== ====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
=========== =============== ========= ==========================================
7 SOLE VOTING POWER
NUMBER OF
0
SHARES ========= ==========================================
8 SHARED VOTING POWER
BENEFICIALLY 9,683,596 (See Item 5)
OWNED BY ========= ==========================================
9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING ========= ==========================================
10 SHARED DISPOSITIVE POWER
PERSON
9,683,596 (See Item 5)
WITH
=========== ====================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,683,596 (See Item 5)
=========== ====================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |_|
Not Applicable
=========== ====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
=========== ====================================================================
14
TYPE OF REPORTING PERSON*
CO
=========== ====================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ---------------------- -----------------------------
CUSIP No. 582266 10 2 Page 6 of 21 pages
- ---------------------- -----------------------------
=========== ====================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Interstate Power Company
=========== ====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
b) |X|
=========== ====================================================================
3 SEC USE ONLY
=========== ====================================================================
4 SOURCE OF FUNDS*
Not Applicable
=========== ====================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANTTO ITEMS 2(d) OR 2(e) |_|
Not Applicable
=========== ====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
=========== =============== ========= ==========================================
7 SOLE VOTING POWER
NUMBER OF
0
SHARES ========= ==========================================
8 SHARED VOTING POWER
BENEFICIALLY 45,000 (See Item 5)
OWNED BY ========= ==========================================
9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING ========= ==========================================
10 SHARED DISPOSITIVE POWER
PERSON
45,000 (See Item 5)
WITH
=========== ====================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,000 (See Item 5)
=========== ====================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |_|
Not Applicable
=========== ====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.06%
=========== ====================================================================
14
TYPE OF REPORTING PERSON*
CO
=========== ====================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This statement relates to the Class A Common Stock, $.01 par value, of
McLeodUSA Incorporated, a Delaware corporation (the "Company"), whose principal
executive offices are located at 6400 C Street SW, P.O. Box 3177, Cedar Rapids,
Iowa 52406-3177.
Item 2. Identity and Background
This statement is filed on behalf of the following entities:
(1) Alliant Energy Corporation (formerly known as Interstate Energy
Corporation), a Wisconsin corporation ("AEC"), whose principal executive offices
are located at 222 West Washington Avenue, Madison, Wisconsin 53703. AEC is a
registered public utility holding company with both utility (including electric
and natural gas) and nonutility (including energy-related, transportation and
real estate development) businesses.
(2) Alliant Energy Resources, Inc. (formerly known as Alliant
Industries, Inc.), a Wisconsin corporation and wholly-owned subsidiary of AEC
("Alliant"), whose principal executive offices are located at 222 West
Washington Avenue, Madison, Wisconsin 53703. Alliant is the holding company for
all nonutility businesses of AEC. Alliant's subsidiaries are engaged in business
development in environmental and engineering services, affordable housing and
energy services and energy-related, transportation and real estate development
businesses.
(3) Alliant Energy Investments, Inc. (formerly known as IES
Investments Inc.), an Iowa corporation and direct wholly-owned subsidiary of
Alliant and indirect wholly-owned subsidiary of AEC ("Alliant Investments"),
whose principal executive offices are located at Alliant Tower, 200 First
Street, S.E., Cedar Rapids, Iowa 52401. The principal business of Alliant
Investments is to invest in, develop and/or manage investment and financial
business ventures.
(4) Heartland Properties, Inc., a Wisconsin corporation and direct
wholly-owned subsidiary of Alliant Investments and indirect wholly-owned
subsidiary of each of Alliant and AEC ("HPI"), whose principal executive offices
are located at 122 West Washington Avenue, Madison, Wisconsin 53703. The
principal business of HPI is to invest in affordable housing.
(5) Interstate Power Company, a Delaware corporation and subsidiary of
AEC ("IPC"), whose principal executive offices are located at 1000 Main Street,
P.O. Box 769, Dubuque, Iowa 52004. IPC is an operating public utility engaged in
the generation, purchase, transmission, distribution and sale of electricity.
IPC also engages in the distribution and sale of natural gas.
(a)-(c) and (f) The name, business address, present principal
occupation or employment, citizenship and the name, principal business and
address of any corporation or other organization in which such employment is
conducted of each executive officer and director of AEC, Alliant, Alliant
Investments, HPI and IPC, respectively, is set forth below.
ALLIANT ENERGY CORPORATION (AEC)
Each of the directors and executive officers of AEC is a citizen of
the United States of America. The business address of each of the directors and
executive officers of AEC is 222 West Washington Avenue, Madison, Wisconsin
53703, except as otherwise indicated.
7
<PAGE>
Name/Address Title
------------ -----
Executive Officers
Erroll B. Davis, Jr. President and Chief Executive Officer
William D. Harvey Executive Vice President-Generation
Thomas M. Walker Executive Vice President and Chief
Financial Officer
Michael R. Chase Executive Vice President-Corporate
1000 Main Street Services
P.O. Box 769
Dubuque, Iowa 52004
James E. Hoffman Executive Vice President-Business
Alliant Tower Development
200 First Street, S.E.
Cedar Rapids, IA 52401
Eliot G. Protsch Executive Vice President-Energy Delivery
Alliant Tower
200 First Street, S.E.
Cedar Rapids, IA 52401
Barbara J. Swan Executive Vice President and General
Counsel
Pamela J. Wegner Executive Vice President-Corporate
Services
John E. Ebright Vice President-Controller
Edward M. Gleason Vice President-Treasurer and Corporate
Secretary
Directors
Alan B. Arends Chairman of the Board of Directors of
P.O. Box 1206 Alliance Benefit Group Financial
Albert Lea, MN 56007 Services Corp., an employee benefits
company
Erroll B. Davis, Jr. President and Chief Executive Officer of
AEC
8
<PAGE>
Name/Address Title
------------ -----
Rockne G. Flowers Chief Executive officer of Nelson
P.O. Box 600 Industries, Inc., a muffler filler,
Stoughton, WI 53589 industrial silencer, and active sound
and vibration control technology and
manufacturing firm
Joyce L. Hanes Director and Chairman of Midwest
15936 310th Street Wholesale Inc.
Mason City, IA 50401
Lee Liu Chairman of the Board of AEC
Alliant Tower
200 First Street, S.E.
Cedar Rapids, IA 52401
Katharine C. Lyall President, University of Wisconsin
University of Wisconsin System System, Madison, Wisconsin
1720 Van Hise Hall
1220 Linden Drive
Madison, WI 53706
Arnold M. Nemirow Chairman, President and Chief Executive
P.O. Box 1028 Officer of Bowater, Inc., a pulp and
Greenville, SC 29602 paper manufacturer.
Milton E. Neshek Special Consultant to the Kikkoman
1335 Geneva National Avenue, Corporation, and General Counsel,
North Secretary and Manager, New Market
Lake Geneva, WI 53147 Development, Kikkoman Foods, Inc., a
food products manufacturer
Jack R. Newman Partner of Morgan, Lewis & Bockius, an
Morgan, Lewis & Bockius international law firm
1800 M Street NW
Washington, DC 20036
Judith D. Pyle Vice Chair of The Pyle Group, a
The Pyle Group financial services company
3500 Corben Court
Madison, WI 53704
Robert D. Ray Retired President and Chief Executive
300 Walnut Street Officer of IASD Health Services Inc., an
Suite 807 insurance firm
Des Moines, IA 50309
9
<PAGE>
Name/Address Title
------------ -----
David Q. Reed Independent practitioner of law
Mark Twain Tower
Suite 1210
106 West 11th Street
Kansas City, Missouri 64105
Robert W. Schlutz President of Schlutz Enterprises, a
Schlutz Enterprises diversified farming and retailing
14812 N. Avenue business
P.O. Box 269
Columbus Junction, Iowa 52738
Wayne H. Stoppelmoor Vice Chairman of the Board of AEC
1000 Main Street
P.O. Box 769
Dubuque, IA 52004
Anthony R. Weiler Senior Vice President, Merchandising,
Heilig-Meyers Company for Heilig-Meyers Company, a national
12560 West Creek Parkway furniture retailer
Richmond, Virginia 23230
ALLIANT ENERGY RESOURCES, INC. (ALLIANT)
- ----------------------------------------
Each of the directors and executive officers of Alliant is a citizen
of the United States of America. The business address of each of the directors
and executives officers of Alliant is 222 West Washington Avenue, Madison,
Wisconsin 53703, except as otherwise indicated.
Name/Address Title
------------ -----
Executive Officers
Erroll B. Davis, Jr. Chief Executive Officer
James E. Hoffman President
Alliant Tower
200 First Street, S.E.
Cedar Rapids, IA 52401
Claire Fulenwider Vice President-Business Development &
Planning
10
<PAGE>
Name/Address Title
------------ -----
Thomas L. Aller Vice President
Alliant Tower
200 First Street, S.E.
Cedar Rapids, IA 52401
John E. Ebright Vice President-Controller
Edward M. Gleason Vice President-Treasurer & Corporate
Secretary
Directors
The directors of Alliant are the same as the directors of AEC (see above).
ALLIANT ENERGY INVESTMENTS, INC. (ALLIANT INVESTMENTS)
Each of the directors and executive officers of Alliant Investments is
a citizen of the United States of America. The business address of each of the
directors and executive officers of Alliant Investments is Alliant Tower, 200
First Street, S.E., Cedar Rapids, IA 52401, except as otherwise indicated.
Name/Address Title
------------ -----
Executive Officers
James E. Hoffman President
Thomas L. Aller Vice President
Edward M. Gleason Treasurer and Secretary
222 West Washington Avenue
Madison, WI 53703
Directors
Erroll B. Davis, Jr. President and Chief Executive Officer of
222 West Washington Avenue AEC
Madison, WI 53703
James E. Hoffman President of Alliant Investments
Thomas L. Aller Vice President of Alliant Investments
11
<PAGE>
HEARTLAND PROPERTIES, INC. (HPI)
Each of the directors and executive officers of HPI is a citizen of
the United States of America. The business address of each of the directors and
executive officers of HPI is 122 West Washington Avenue, Madison, Wisconsin
53703, except as otherwise indicated.
Name/Address Title
------------ -----
Executive Officers
Ruth A. Domack President
E. Dean Baumgardner Vice President
Henry D. Wertheimer Vice President and Treasurer
John W. Stoneman Vice President and Secretary
Cynthia L. Dockus Controller
Directors
Thomas L. Aller
Alliant Tower
200 First Street, Southeast Vice President of Alliant Investments
Cedar Rapids, IA 52401
Ruth A. Domack
John E. Ebright Vice President - Controller of Alliant
222 West Washington Avenue
Madison, WI 53703
Edward H. Gleason
222 West Washington Avenue Vice President - Treasurer and Corporate
Madison, WI 53703 Secretary of AEC
James E. Hoffman
Alliant Tower
200 First Street, Southeast President of Alliant
Cedar Rapids, IA 52401
12
<PAGE>
INTERSTATE POWER COMPANY (IPC)
Each of the directors and executive officers of IPC is a citizen of
the United States of America. The business address of each of the directors and
executive officers of IPC is 1000 Main Street, P.O. Box 769, Dubuque, IA 52004,
except as otherwise indicated.
Name/Address Title
------------ -----
Executive Officers
Erroll B. Davis, Jr. Chief Executive Officer
222 West Washington Avenue
Madison, WI 53703
Michael R. Chase President
Barbara J. Swan Executive Vice President and General
222 West Washington Avenue Counsel
Madison, WI 53703
Pamela J. Wegner Executive Vice President-Corporate
222 West Washington Avenue Secretary
Madison, WI 53703
Dean E. Ekstrom Vice President-Sales and Services
Alliant Tower
200 First Street, S.E.
Cedar Rapids, IA 52401
Dale R. Sharp Vice President Engineering & Standards
John E. Ebright Vice President-Controller
222 West Washington Avenue
Madison, WI 53703
Edward M. Gleason Vice President-Treasurer & Corporate
222 West Washington Avenue Secretary
Madison, WI 53703
Directors
The directors of IPC are the same as the directors of AEC (see above).
13
<PAGE>
(d)-(e) During the last five years neither AEC, Alliant, Alliant
Investments, HPI nor IPC and, to the best of their knowledge, none of their
respective executive officers and directors named above, (i) has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On April 21, 1998, the three-way business combination (the "Merger")
between WPL Holdings, Inc., a holding company incorporated under the laws of the
State of Wisconsin ("WPLH"), IES Industries Inc., a holding company incorporated
under the laws of the State of Iowa ("IES Industries"), and IPC, was consummated
in accordance with the terms of an Agreement and Plan of Merger, dated as of
November 10, 1996 (as amended on May 22, 1996 and August 16, 1996) by and among
WPLH, IES Industries and IPC, among others. In the Merger, WPLH, as the
surviving holding company, changed its name to Interstate Energy Corporation and
then to Alliant Energy Corporation. AEC is now the parent holding company of
Wisconsin Power and Light Company, IES Utilities Inc., IPC and Alliant.
Following the Merger, Alliant Investments, which prior to the Merger was an
indirect wholly-owned subsidiary of IES Industries, continued as an indirect
wholly-owned subsidiary of AEC as the surviving holding company. On April 21,
1999, HPI, which prior thereto was a wholly-owned subsidiary of Alliant, became
a wholly-owned subsidiary of Alliant Investments. In connection with this
reorganization, Alliant Investments transferred its shares of Company Class A
Common Stock to HPI, its wholly-owned subsidiary. As a result of these
transactions, AEC may be deemed to beneficially own the shares of the Company's
Class A Common Stock held by IPC and HPI. IPC and HPI are the record holders of
such shares.
Item 4. Purpose of Transaction
Shares of the Company's Class A Common Stock were acquired by AEC as a
result of the Merger. HPI (and originally Alliant Investments) and IPC acquired
the shares for investment purposes. The acquisitions were not made in connection
with the Merger.
Item 5. Interest in Securities of the Issuer
(a)-(b) Alliant Investments beneficially ownes 9,638,596 shares of the
Company's Class A Common Stock, which represents approximately 12.7% of the
outstanding shares of the Company's Class A Common Stock. These shares are now
held by HPI. Alliant Investments, as the direct parent corporation of HPI, and
Alliant, as the direct parent corporation of Alliant Investments, may be deemed
to beneficially own the shares of the Company's Class A Common Stock owned by
HPI.
IPC beneficially owns 45,000 shares of the Company's Class A Common
Stock, which represents approximately .06% of the outstanding shares of the
Company's Class A Common Stock.
AEC, as the parent holding company of Alliant Investments and IPC, may
be deemed to beneficially own the shares of the Company's Class A Common Stock
beneficially owned by HPI and IPC, all
14
<PAGE>
of which constitutes 9,683,596 shares of the Company's Class A Common Stock
(approximately 12.7% of the outstanding shares of the Company's Class A Common
Stock).
Each of the executive officers and directors of AEC, Alliant, Alliant
Investments, HPI and IPC beneficially owns the aggregate number of shares of the
Company's Class A Common Stock set forth below after his or her name. Except as
indicated in the footnotes, the persons listed below have sole voting and
investment power over the shares beneficially owned. The shares held by each of
the persons listed below represent less than 0.10% of the outstanding shares of
the Company's Class A Common Stock.
Number of Shares of Class A
Name Common Stock Beneficially Owned
---- -------------------------------
Thomas L. Aller 1,825(1)
Alan B. Arends 200
E. Dean Baumgardner 0
Michael R. Chase 500
Erroll B. Davis, Jr. 1,000
Ruth A. Domack 0
Cynthia L. Dockus 0
John E. Ebright 1,100(2)
Dean E. Ekstrom 0
Rockne G. Flowers 0
Claire Fulenwider 0
Edward M. Gleason 0
Joyce L. Hanes 0
William D. Harvey 0
James E. Hoffman 250
Lee Liu 46,575(3)
Katharine C. Lyall 0
Arnold M. Nemirow 0
Milton E. Neshek 0
Jack R. Newman 1,291(4)
Eliot G. Protsch 500
Judith D. Pyle 0
Robert D. Ray 1,000
David Q. Reed 600
Robert W. Schlutz 5,050
Dale R. Sharp 0
John W. Stoneman 0
Wayne H. Stoppelmoor 500
Barbara J. Swan 0
Thomas M. Walker 0
Pamela Wegner 0
Anthony R. Weiler 0
15
<PAGE>
Number of Shares of Class A
Name Common Stock Beneficially Owned
---- -------------------------------
Henry D. Wertheimer 0
- --------------------
(1) Includes 475 shares held by Mr. Aller's wife and 200 shares held by his
daughter.
(2) Represents shares held by Mr. Ebright's wife.
(3) Includes 7,200 shares held by Mr. Liu's wife and options to acquire 34,375
shares.
(4) Includes 41 shares held by Mr. Newman's wife.
(c) See Item 4. In addition, on May 18, 1999, HPI sold 639,692 shares
of Class A Common Stock for $55.62 per share pursuant to a registration
statement filed by the Company under the Securities Act of 1933.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Alliant Investments, Clark E. McLeod and Mary E. McLeod, Midwest
Capital Group, Inc. and MWR Investments Inc. (collectively, the "Investor
Stockholders") and the Company have, with respect to the respective shares of
capital stock owned by each such Investor Stockholder, entered into an
investment agreement, as amended (the "Investor Agreement"), effective as of
June 10, 1996, which provides that each Investor Stockholder, for so long as
each Investor Stockholder owns at least 10% of the outstanding capital stock of
the Company (but in no event longer than three years), shall vote such Investor
Stockholder's stock and take all action within its power to: (i) establish the
size of the Board of Directors of the Company at nine directors; (ii) cause to
be elected to the Board of Directors of the Company one director designated by
Alliant Investments (for so long as Alliant Investments owns at least 10% of the
outstanding capital stock of the Company); (iii) cause to be elected to the
Board of Directors of the Company one director designated by Midwest Capital
Group, Inc. (for so long as Midwest Capital Group, Inc. owns at least 10% of the
outstanding capital stock of the Company); (iv) cause to be elected to the Board
of Directors of the Company three directors who are executive offices of the
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); and
(v) cause to be elected to the Board of Directors of the Company four
independent directors nominated by the Board of Directors of the Company
(subject to certain exceptions).
On June 14, 1997, certain shareholders of Consolidated Communications
Inc. ("CCI") (collectively, the "CCI Shareholders"), the Company and the
Investor Stockholders entered into a Stockholders' Agreement (as amended, the
"1997 Stockholders' Agreement"), which became effective on September 24, 1997.
Pursuant to the 1997 Stockholders' Agreement, which amends and restates certain
agreements contained in the Investor Agreement among the parties thereto, each
Investor Stockholder and the CCI Shareholders, for so long as each such party
owns at least 10% of the outstanding Class A Common
16
<PAGE>
Stock, shall, for a period of three years after the effective date of the 1997
Stockholders' Agreement (subject to certain exceptions), vote such party's
shares and take all action within its power to (i) establish the size of the
Board at up to eleven directors; (ii) cause to be elected to the Board one
director designated by Alliant Investments (for so long as Alliant Ivestments
owns at least 10% of the outstanding Class A Common Stock); (iii) cause to be
elected to the Board one director designated by MidAmerican (for so long as
MidAmerican owns at least 10% of the outstanding Class A Common Stock); (iv)
cause to be elected to the Board three directors who are executive officers of
the Company designated by Clark E. McLeod (for so long as Clark and Mary McLeod
collectively own at least 10% of the Class A Common Stock); (v) cause Richard A.
Lumpkin to be elected to the Board (for so long as the CCI Shareholders
collectively own at least 10% of the outstanding Class A Common Stock); and (vi)
cause to be elected to the Board four non-employee directors nominated by the
Board. In addition, the 1997 Stockholders' Agreement provides that if the
Company grants any Investor Stockholder or CCI Shareholder the opportunity to
register equity securities of the Company under the Securities Act of 1933, the
Company will grant all other Investor Stockholders and CCI Shareholders the same
opportunity to register their pro rata portion of the Company equity securities
owned by them. The other operative provisions of the Investor Agreement remain
unchanged in the 1997 Stockholders' Agreement.
On November 18, 1998, the former CCI Shareholders and certain
permitted transferees of such shareholders (collectively, the "Former CCI
Shareholders"), the Company, IES Investments, Clark E. McLeod, Mary E. McLeod
and Richard A. Lumpkin, entered into a Stockholders' Agreement (the "1998
Stockholders' Agreement"), which supersedes, as provided therein, the 1997
Stockholders' Agreement. Pursuant to the 1998 Stockholders' Agreement, Alliant
Investments, Clark E. McLeod, Mary E. McLeod and Richard A. Lumpkin
(collectively, the "Principal Stockholders"), for so long as each such party
owns at least 4,000,000 shares of the Class A Common Stock, shall, for the
period ending on December 31, 2001, vote such party's shares and take all action
within its power to (i) establish the size of the Board at up to eleven
directors; (ii) cause to be elected to the Board one director designated by IES
(for so long as IES owns at least 4,000,000 shares of the Class A Common Stock);
(iii) cause to be elected to the Board three directors who are executive
officers of the Company designated by Clark E. McLeod (for so long as Clark and
Mary McLeod collectively beneficially and continuously own at least 4,000,000
shares of the Class A Common Stock); (iv) cause Richard A. Lumpkin to be elected
to the Board (for so long as the Former CCI Shareholders and Richard A. Lumpkin
collectively beneficially and continuously own at least 4,000,000 shares of the
Class A Common Stock); (v) cause to be elected to the Board a director nominated
by the Board to replace a director designated by a Principal Stockholder, as
provided above, because the director no longer can or will serve as a director;
and (vi) cause to be elected to the Board up to six non-employee directors
nominated by the Board. The 1998 Stockholders' Agreement provides that until
December 31, 2001, IES and its affiliates will not directly or indirectly
acquire any Company securities, except as permitted by the 1998 Stockholders'
Agreement. The 1998 Stockholders' Agreement further provides that, until
December 31, 2001, and subject to certain exceptions, no Principal Stockholder
will sell or otherwise dispose of any equity securities of the Company without
the consent of the Board. In addition, the Stockholders' Agreement provides that
if the Company grants any Principal Stockholder the opportunity to register
equity securities of the Company under the Securities Act of 1933, the Company
will grant all other Principal Stockholders the same opportunity to register
their pro rata portion of the Company equity securities owned by them. Certain
sections of the 1997 Stockholders' Agreement are superseded on the terms
contemplated in the 1998 Stockholders' Agreement.
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<PAGE>
On January 7, 1999, the former CCI Shareholders and certain permitted
transferees of such shareholders (collectively, the "Former CCI Shareholders"),
the Company, Alliant Investments, Clark E. McLeod, Mary E. McLeod, Richard A.
Lumpkin and M/C Investors LLC and Media/Communications Partners III Limited
Partnership (collectively, the "New Stockholders"), entered into a Stockholders'
Agreement (the "1999 Stockholders' Agreement"). Alliant Investments, the
McLeods, Lumpkin and the Former CCI Shareholders are referred to collectively as
the "1998 Stockholders." Pursuant to the 1999 Stockholders' Agreement, each 1998
Stockholder, for so long as each such party owns at least 4,000,000 shares of
the Class A Common Stock, shall, for the period ending on December 31, 2001,
vote such party's shares and take all action within its power to (i) establish
the size of the Board at up to eleven directors; (ii) cause to be elected to the
Board one director designated by the New Stockholders (for so long as the New
Stockholders own at least 2,500,000 shares of the Class A Common Stock); (iii)
cause to be elected to the Board a director nominated by the Board to replace a
director designated by the New Stockholders, as provided above; (iv) establish
and maintain the size of the Board at up to eleven directors; and (v) cause to
be elected to the Board up to five non-employee directors nominated by the
Board. Pursuant to the 1999 Agreement, the New Stockholders, for so long as they
collectively and continuously own at least 2,500,000 shares of Class A Common
Stock, shall, for the period ending on December 31, 2001, vote their shares and
take all action with their power to (i) establish and maintain the size of the
Board at up to eleven directors; (ii) cause to be elected to the Board one
director designated by IES Investments (for so long as IES Investments owns at
least 4,000,000 shares of Class A Common Stock); (iii) cause to be elected to
the Board three directors who are executive officers of the Company designated
by Clark E. McLeod (for so long as Clark and Mary McLeod collectively
beneficially and continuously own at least 4,000,000 shares of the Class A
Common Stock); (iv) cause Richard A. Lumpkin to be elected to the Board (for so
long as the Former CCI Shareholders and Richard A. Lumpkin collectively
beneficially and continuously own at least 4,000,000 shares of the Class A
Common Stock); (v) cause to be elected to the Board a director nominated by the
Board to replace a director designated by a Principal Stockholder, as provided
above, because the director no longer can or will serve as a director; (vi)
cause to be elected to the Board up to five non-employee directors nominated by
the Board; and (vii) cause to be elected to the Board one director designated by
the New Stockholders (for so long as the New Stockholders collectively
beneficially and continuously own at least 2,500,000 shares of Class A Common
Stock). The 1999 Stockholders' Agreement further provides that, until December
31, 2001, and subject to certain exceptions, no New Stockholder will sell or
otherwise dispose of any equity securities of the Company without the consent of
the Board. In addition, the 1999 Stockholders' Agreement provides that if the
Company grants any Principal Stockholder the opportunity to register equity
securities of the Company under the Securities Act of 1933, the Company will
grant all other Principal Stockholders the same opportunity to register their
pro rata portion of the Company equity securities owned by them.
The foregoing descriptions of the Investor Agreement, the 1997
Stockholders' Agreement, the 1998 Stockholders' Agreement and the 1999
Stockholders' Agreement are qualified in their entirety by reference to the
Investor Agreement and 1997 Stockholders' Agreement, which were previously filed
as exhibits to this Schedule and are incorporated herein by reference, and the
1999 Stockholders' Agreement and 1998 Stockholders' Agreement, which are filed
as exhibits to this Schedule and are incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits
18
<PAGE>
1. Form of Investor Agreement dated as of April 1, 1996 among the
Company, IES Investments, Midwest Capital Group, Inc., MWR Investments Inc.,
Clark E. McLeod and Mary E. McLeod and certain other stockholders (previously
filed with the Securities and Exchange Commission as Exhibit 4.8 to the
Company's Form S-1 Registration Statement, as amended, dated June 7, 1996,
Registration No. 333-3112 and incorporated by reference herein).
2. Stockholders' Agreement dated as of June 14, 1997 among the
Company, certain shareholders of Consolidated Communications Inc., IES
Investments, Midwest Capital Group, Inc., MWR Investments Inc., Clark E. McLeod
and Mary E. McLeod and certain other stockholders (previously filed with the
Securities and Exchange Commission as Exhibit 4.12 to the Company's Amendment
No. 2 to Form S-4 Registration Statement, as filed on July 25, 1997,
Registration No. 333-27647 and incorporated by reference herein).
3. Stockholders' Agreement dated as of November 18, 1998 among the
Company, the former shareholders of Consolidated Communications Inc. and certain
permitted transferees of such shareholders, Alliant Investments, Clark E.
McLeod, Mary E. McLeod and Richard A. Lumpkin.
4. Stockholders' Agreement dated as of January 7, 1999 among the
Company, the former shareholders of Consolidated Communication Inc. and certain
permitted transferees of such shareholders, Alliant Investments, Clark E.
McLeod, Mary E. McLeod, Richard A. Lumpkin, M/C Investors LLC and
Media/Communications Partners III Limited Partnership.
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<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: June 1, 1999.
ALLIANT ENERGY
CORPORATION
By: /s/ Edward M. Gleason
Edward M. Gleason
Vice President-Treasurer and
Corporate Secretary
ALLIANT ENERGY RESOURCES, INC.
By: /s/ Edward M. Gleason
Edward M. Gleason
Vice President-Treasurer and
Corporate Secretary
ALLIANT ENERGY INVESTMENTS, INC.
By: /s/ Edward M. Gleason
Edward M. Gleason
Treasurer and Secretary
HEARTLAND PROPERTIES, INC.
By: /s/ Ruth A. Domack
Ruth A. Domack
President
INTERSTATE POWER COMPANY
By: /s/ Edward M. Gleason
Edward M. Gleason
Vice President-Treasurer and
Corporate Secretary
20
<PAGE>
EXHIBIT INDEX
Exhibit
-------
1. Investor Agreement dated April 1, 1996 *
2. Stockholders' Agreement dated June 14, *
1997
3. Stockholders' Agreement dated *
November 18, 1998
4. Stockholders' Agreement dated *
January 7, 1999
- ---------------
*Incorporated by reference.
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