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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _________)*
McLeod, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
582266 10 2
------------------------------------------
(CUSIP Number)
Casey D. Mahon, c/o McLeod, Inc., 221 Third Ave. S.E.,
Suite 500, Cedar Rapids, IA 52401 (319) 298-7775
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 14, 1996
-------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /X/. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 582266 10 2 Page 2 of 6 Pages
----------- ----- ------
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clark E. McLeod
c/o McLeod, Inc., 221 Third Avenue SE, Suite 500
Cedar Rapids, Iowa 52401
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
4,636,777
NUMBER OF ----------------------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,484,809 See Item 5
OWNED BY
EACH ----------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,636,777
WITH ----------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,121,586
- ------------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- ------------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8% 1 /
- ------------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
- ------------------
1 / Includes shares owned by Mary McLeod representing 9.6% of the Class A
Common Stock of McLeod Inc. (assuming the conversion of all outstanding Class B
Common Stock shares into Class A Common Stock shares).
<PAGE> 3
<TABLE>
<S> <C>
CUSIP No. 582266 10 2 Page 3 of 7 Pages
----------- -------- -------
</TABLE>
SCHEDULE 13D
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mary E. McLeod
c/o McLeod, Inc.
221 Third Avenue SE, Suite 500
Cedar Rapids, Iowa 52401
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,412,850 See Item 5
OWNED BY
EACH ----------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,412,850
WITH
----------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,412,850
- ------------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- ------------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
- ------------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
<TABLE>
<S> <C>
CUSIP No. 582266 10 2 Page 4 of 7 Pages
----------- -------- -------
</TABLE>
Item 1. Security and Issuer
This statement relates to the Class A Common Stock, par value
$.01 (the "Class A Common Stock"), of McLeod, Inc., a Delaware corporation (the
"Company"), whose principal executive offices are located at 221 Third Avenue
SE, Suite 500, Cedar Rapids, Iowa 52401.
Item 2. Identity and Background
This statement is being filed by Clark E. McLeod and his wife,
Mary E. McLeod (collectively, the "Reporting Persons"). Mr. McLeod's principal
occupation is Chairman, Chief Executive Officer and director of the Company.
His business address and the address of the Company are stated in Item 1 above.
Mrs. McLeod is a homemaker.
During the last five years, neither Clark McLeod nor Mary
McLeod have been (i) convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or (ii) 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.
Clark and Mary McLeod are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Clark McLeod and Mary McLeod each purchased 125,000 shares of
the Class A Common Stock at $20.00 per share in the initial public offering of
the Class A Common Stock of the Company (the "Initial Public Offering") as
described in Item 5 below. The funds used to purchase these shares came from
available cash on hand.
Item 4. Purpose of Transaction
The Reporting Persons have acquired the Class A Common Stock
for investment. The Reporting Persons may, from time to time, depending upon
market conditions and other factors deemed relevant by the Reporting Persons,
acquire additional shares of Class A Common Stock. Pursuant to an Investor
Agreement (as described in Item 6 below) entered into in connection with the
Initial Public Offering, the Reporting Persons have agreed that for a two-year
period commencing on June 10, 1996 they will not sell or otherwise dispose of
any equity security of the Company without the consent of the Company's Board
of Directors. The Reporting Persons have also entered into agreements (as
described in Item 6 below) with the underwriters of the Initial Public Offering
pursuant to which the Reporting Persons have agreed that for a one-year period
commencing on June 10, 1996 they will not sell or otherwise dispose of any
equity security of the Company without the consent of the underwriters.
Except as described in this Schedule 13D report, the Reporting
Persons have no present plans or proposals that relate to or would result in
any of the actions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) As of the date of this report, Clark McLeod
beneficially owns an aggregate of 9,121,586 shares of Class A Common Stock
which represents approximately 19.8% of the shares of Class A Common Stock
outstanding on June 14, 1996, the date of the closing of the Initial Public
Offering, according to the final prospectus issued in conjunction with the
Initial Public Offering and adjusted for the underwriting overallotment (and
assuming all outstanding Class B Common Stock shares are converted into Class A
Common Stock shares). The shares beneficially owned by Clark McLeod include
4,412,850 shares owned by Mary McLeod, 41,959 shares owned by Holly McLeod,
7,500 shares owned by Joni Thornton, 3,750 shares owned by Al and Delores Lyon,
7,500 shares owned by Aaron McLeod, 7,500 shares owned by Dave and Karen
Lindberg, and 3,750 shares owned by Ted
<PAGE> 5
<TABLE>
<S> <C>
CUSIP No. 582266 10 2 Page 5 of 7 Pages
----------- -------- -------
</TABLE>
McLeod. Each of Mary McLeod, Holly McLeod, Joni Thornton, Al and Delores Lyon,
Aaron McLeod, Dave and Karen Lindberg, and Ted McLeod have granted Clark McLeod
a power of attorney to vote their respective shares. The amount reported as
beneficially owned by Clark McLeod also includes 223,912 shares of Class A
Common Stock that Mr. McLeod has the right to purchase within 60 days pursuant
to outstanding options.
Mary McLeod beneficially owns an aggregate of
4,412,850 shares of Class A Common Stock which represents approximately 9.6% of
the shares of Class A Common Stock outstanding on June 14, 1996 according to
the final prospectus issued in conjunction with the Initial Public Offering and
adjusted for the underwriting overallotment (and assuming all Class B Common
Stock shares are converted into Class A Common Stock shares).
Together with Midwest Capital Group, Inc., MWR
Investments Inc. and IES Investments Inc., the Reporting Persons comprise
a group within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934. Collectively, this group beneficially owns a total of
27,572,515 shares of Class A Common Stock which represents approximately
58.1% of the shares of Class A Common Stock outstanding on June 14, 1996
according to the final prospectus issued in conjunction with the Initial
Public Offering and adjusted for the underwriting overallotment (and assuming
all Class B Common Stock shares are converted into Class A Common Stock shares).
(b) The number of shares of Class A Common Stock as to
which Clark McLeod has
<TABLE>
<CAPTION>
<S> <C>
(i) sole power to vote or direct the vote 4,636,777
(ii) shared power to vote or direct the vote 4,484,809
(iii) sole power to dispose or direct the disposition 4,636,777
(iv) shared power to dispose or direct the disposition 0
<CAPTION>
The number of shares of Class A Common Stock as to which Mary McLeod has
<S> <C>
(i) sole power to vote or direct the vote 0
(ii) shared power to vote or direct the vote 4,412,850
(iii) sole power to dispose or direct the disposition 4,412,850
(iv) shared power to dispose or direct the disposition 0
</TABLE>
(c) Clark McLeod and Mary McLeod each purchased 125,000
shares of the Class A Common Stock at $20.00 per share in the Initial Public
Offering. Except for these purchases, neither Clark McLeod nor Mary McLeod
have effected any other transactions in the Class A Common Stock during the
past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Reporting Persons, Midwest Capital Group, Inc., MWR
Investments Inc., IES Investments Inc. (collectively, the "Investor
Stockholders"), and the Company have, with respect to the respective shares of
capital stock owned by each Investor Stockholder, entered into an investor
agreement (the "Investor Agreement"), effective as of June 10, 1996, which
provides that each Investor Stockholder, for so long as such 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
<PAGE> 6
<TABLE>
<S> <C>
CUSIP No. 582266 10 2 Page 6 of 7 Pages
----------- -------- -------
</TABLE>
Directors of the Company at nine directors, (ii) cause to be elected to the
Board of Directors of the Company one director designated by IES Investments
Inc. (for so long as IES Investments Inc. 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 officers of
the Company designated by Clark McLeod (for so long as Clark McLeod and Mary
McLeod collectively 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. The Investor Agreement also
provides that, for a period of three years commencing on June 10, 1996 and
subject to certain exceptions, each of IES Investments Inc., MWR Investments
Inc., and Midwest Capital Group, Inc. will refrain from acquiring, or agreeing
or seeking to acquire, beneficial ownership of any securities issued by the
Company. In addition, the Investor Agreement provides that, for a two-year
period commencing on the June 10, 1996, no Investor Stockholder (including the
Reporting Persons) will sell or otherwise dispose of any equity securities of
the Company without the consent of the Board of Directors of the Company.
In connection with the Initial Public Offering, the Reporting
Persons have also entered into agreements (the "Lock-up Agreements") with the
underwriters of the Initial Public Offering pursuant to which the Reporting
Persons have agreed that for a one-year period commencing on June 10, 1996 they
will not sell or otherwise dispose of any equity security of the Company
without the consent of the underwriters.
In addition, each of Mary McLeod, Holly McLeod, Joni Thornton,
Al and Delores Lyon, Aaron McLeod, Dave and Karen Lindberg, and Ted McLeod have
granted Clark McLeod a power of attorney to vote their respective shares of the
Company.
The foregoing description of the Investor Agreement and the
Lock-up Agreements is qualified in its entirety by reference to the Investor
Agreement and the Lock-up Agreements which are filed as exhibits to this
Schedule and are incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
1. Form of Investor Agreement dated as of April 1, 1996
among the Company, IES Investments, Inc., Midwest Capital Group Inc., MWR
Investments Inc., Clark and Mary McLeod and certain other stockholders
(previously filed with the Securities and Exchange Commission as Exhibit 4.8 to
the Company's Registration Statement on Form S-1, as amended, dated June 7,
1996 (File No. 333-3112) and incorporated by reference herein).
2. Limited Power of Attorney of Mary E. McLeod dated
May 5, 1993.
3. Limited Power of Attorney of Holly A. McLeod dated
May 4, 1993.
4. Limited Power of Attorney of Joni Thornton dated
April 25, 1995.
5. Limited Power of Attorney of Al Lyon and Delores Lyon
dated April 25, 1995.
6. Limited Power of Attorney of Aaron McLeod dated
April 25, 1995.
7. Limited Power of Attorney of Dave Lindberg and Karen
Lindberg dated April 25, 1995.
8. Limited Power of Attorney of Ted McLeod dated
April 25, 1995.
9. Lock-up Letter from Clark E. McLeod to Salomon
Brothers Inc, Morgan Stanley & Co. Incorporated and Bear Stearns & Co. Inc.
dated June 10, 1996.
10. Lock-up Letter from Mary E. McLeod to Salomon
Brothers Inc, Morgan Stanley & Co. Incorporated and Bear Stearns & Co. Inc.
dated June 10, 1996.
<PAGE> 7
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<S> <C>
CUSIP No. 582266 10 2 Page 7 of 7 Pages
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</TABLE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: June 24, 1996
CLARK E. MCLEOD
/s/ CLARK E. MCLEOD
- ----------------------------------
MARY E. MCLEOD
/s/ MARY E. MCLEOD
- ----------------------------------
<PAGE> 8
EXHIBIT 2
LIMITED POWER OF ATTORNEY
The undersigned, Mary E. McLeod, of Cedar Rapids, Linn County, Iowa,
does hereby appoint Clark E. McLeod of Cedar Rapids, Linn County, Iowa, my true
and lawful attorney-in-fact with right, power and authority for me and in my
name place and stead to vote all shares of common stock of McLeod
Telecommunications, Inc. held by me, to act as my proxy at any shareholders
meeting of McLeod Telecommunications, Inc., to execute any documents,
agreements, instruments or other writings in my name and place as a shareholder
of McLeod Telecommunications, Inc. I give my attorney-in-fact the full power
and authority to do and perform each and every act and deed whatsoever required
and necessary to be done in regard to the foregoing as fully as if I might or
could do it personally if I were present and individually acting.
I direct that this power of attorney shall take effect immediately and
shall be irrevocable unless and until such time as there shall be filed of
record a duly acknowledged revocation of this instrument at the corporate
office of McLeod Telecommunications, Inc.
Dated 5-5-93.
---------
/s/ MARY E. MCLEOD
-------------------
Mary E. McLeod
<PAGE> 9
STATE OF IOWA )
)SS:
COUNTY OF LINN )
On this _____ day of _______________, before me personally appeared
Mary E. McLeod, to me known to be the person named in and who executed the
foregoing instrument, and acknowledged that she executed the same as her
voluntary act and deed.
-----------------------------------
Notary Public in the State of Iowa
-2-
<PAGE> 10
EXHIBIT 3
LIMITED POWER OF ATTORNEY
The undersigned, Holly A. McLeod, of Des Moines, Polk County, Iowa,
does hereby appoint Clark E. McLeod of Cedar Rapids, Linn County, Iowa, my true
and lawful attorney-in-fact with right, power and authority for me and in my
name place and stead to vote all shares of common stock of McLeod
Telecommunications, Inc. held by me, to act as my proxy at any shareholders
meeting of McLeod Telecommunications, Inc., to execute any documents,
agreements, instruments or other writings in my name and place as a shareholder
of McLeod Telecommunications, Inc. I give my attorney-in-fact the full power
and authority to do and perform each and every act and deed whatsoever required
and necessary to be done in regard to the foregoing as fully as if I might or
could do it personally if I were present and individually acting.
I direct that this power of attorney shall take effect immediately and
shall be irrevocable unless and until such time as there shall be filed of
record a duly acknowledged revocation of this instrument at the corporate
office of McLeod Telecommunications, Inc.
Dated 5/4/93 .
----------
/s/ HOLLY A. MCLEOD
-------------------
Holly A. McLeod
<PAGE> 11
STATE OF IOWA )
)SS:
COUNTY OF POLK )
On this _____ day of_____________, 1993, before me
personally appeared Holly A. McLeod, to me known to be the person named in and
who executed the foregoing instrument, and acknowledged that she executed the
same as her voluntary act and deed.
----------------------------------
Notary Public in the State of Iowa
-2-
<PAGE> 12
EXHIBIT 4
LIMITED POWER OF ATTORNEY
The undersigned, Joni Thornton, of Cedar Rapids, Linn County, Iowa,
does hereby appoint Clark E. McLeod of Cedar Rapids, Linn County, Iowa, my true
and lawful attorney-in-fact with right, power and authority for me and in my
name, place, and stead to vote all shares of common stock of McLeod, Inc. held
by me, to act as my proxy at any shareholders meeting of McLeod, Inc., and to
execute any documents, agreements, instruments or other writings in my name and
place as a shareholder of McLeod, Inc. I give my attorney-in-fact the full
power and authority to do and perform each and every act and deed whatsoever
required and necessary to be done in regard to the foregoing as fully as if I
might or could do it personally if I were present and individually acting.
I direct that this power of attorney shall take effect immediately and
shall be irrevocable unless and until such time as there shall be filed of
record a duly acknowledged revocation of this instrument at the corporate
office of McLeod, Inc.
Dated April 25, 1995.
-----------------
/s/ JONI THORNTON
------------------------------
Joni Thornton
STATE OF IOWA )
)SS:
COUNTY OF LINN )
On this 25th day of April, 1995, before me personally appeared Joni
Thornton, to me known to be the person named herein executed the foregoing
instrument, and acknowledged that she executed the same as her voluntary act
and deed.
/s/ CASEY D. MAHON
----------------------------
Notary Public in the State of Iowa
NOTARIAL SEAL CASEY D. MAHON
IOWA MY COMMISSION EXPIRES
10/19/96
<PAGE> 13
EXHIBIT 5
LIMITED POWER OF ATTORNEY
The undersigned, Al and Delores Lyon, of Winston-Salem, Davidson
County, North Carolina, do hereby appoint Clark E. McLeod of Cedar Rapids, Linn
County, Iowa, our true and lawful attorney-in-fact with right, power and
authority for us and in our name, place, and stead to vote all shares of common
stock of McLeod, Inc. held by us, to act as our proxy at any shareholders
meeting of McLeod, Inc., and to execute any documents, agreements, instruments
or other writings in our name and place as a shareholder of McLeod, Inc. We
give our attorney-in-fact the full power and authority to do and perform each
and every act and deed whatsoever required and necessary to be done in regard
to the foregoing as fully as if we might or could do it personally if we were
present and individually acting.
We direct that this power of attorney shall take effect immediately
and shall be irrevocable unless and until such time as there shall be filed of
record a duly acknowledged revocation of this instrument at the corporate
office of McLeod, Inc.
Dated 4-25-95.
-----------
/s/ AL LYON
--------------------------
Al Lyon
/s/ DELORES LYON
--------------------------
Delores Lyon
STATE OF NORTH CAROLINA )
) SS:
COUNTY OF DAVIDSON )
On this 25th day of April, 1995, before me personally appeared the
above-named inviduals, to me known to be the persons named herein and who
executed the foregoing instrument, and acknowledged that they executed the same
as their voluntary act and deed.
/s/ NORMA K. MIFONG
--------------------------------------------
Notary Public in the State of North Carolina
[NOTARIAL SEAL]
<PAGE> 14
EXHIBIT 6
LIMITED POWER OF ATTORNEY
The undersigned, Aaron McLeod of St. Paul, Ramsey County, Minnesota,
does hereby appoint Clark E. McLeod of Cedar Rapids, Linn County, Iowa, my true
and lawful attorney-in-fact with right, power and authority for me and in my
name, place, and stead to vote all shares of common stock of McLeod, Inc. held
by me, to act as my proxy at any shareholders meeting of McLeod, Inc., and to
execute any documents, agreements, instruments or other writings in my name and
place as a shareholder of McLeod, Inc. I give my attorney-in-fact the full
power and authority to do and perform each and every act and deed whatsoever
required and necessary to be done in regard to the foregoing as fully as if I
might or could do it personally if I were present and individually acting.
I direct that this power of attorney shall take effect immediately and
shall be irrevocable unless and until such time as there shall be filed of
record a duly acknowledged revocation of this instrument at the corporate
office of McLeod, Inc.
Dated 4-25-95 .
--------
/s/ AARON MCLEOD
-------------------
Aaron McLeod
STATE OF MINNESOTA )
) SS:
COUNTY OF DAKOTA )
On this 25 day of April, 1995, before me personally appeared Aaron
McLeod, to me known to be the person named herein and who executed the
foregoing instrument, and acknowledged that he executed the same as
his voluntary act and deed.
/s/ ANGELA M. ELLIS
---------------------------------------
Notary Public in the State of Minnesota
[NOTARIAL SEAL] ANGELIA M. ELLIS
NOTARY PUBLIC - MINNESOTA
DAKOTA COUNTY
MY COMM. EXPIRES JAN. 31, 2000
<PAGE> 15
EXHIBIT 7
LIMITED POWER OF ATTORNEY
The undersigned, Dave and Karen Lindberg, of Cannon Falls, Goodhue
County, Minnesota, do hereby appoint Clark E. McLeod of Cedar Rapids, Linn
County, Iowa, our true and lawful attorney-in-fact with right, power and
authority for us and in our name, place, and stead to vote all shares of common
stock of McLeod, Inc. held by us, to act as our proxy at any shareholders
meeting of McLeod, Inc., and to execute any documents, agreements, instruments
or other writings in our name and place as a shareholder of McLeod, Inc. We
give our attorney-in-fact the full power and authority to do and perform each
and every act and deed whatsoever required and necessary to be done in regard
to the foregoing as fully as if we might or could do it personally if we were
present and individually acting.
We direct that this power of attorney shall take effect immediately
and shall be irrevocable unless and until such time as there shall be filed of
record a duly acknowledged revocation of this instrument at the corporate
office of McLeod, Inc.
Dated 4/25/95 .
---------
/s/ DAVE LINDBERG
----------------------
Dave Lindberg
/s/ KAREN LINDBERG
---------------------
Karen Lindberg
STATE OF MINNESOTA )
) SS:
COUNTY OF GOODHUE )
On this 25th day of April, 1995, before me personally appeared the
above-signed individuals, to me known to be the persons named herein and who
executed the foregoing instrument, and acknowledged that they executed the same
as their voluntary act and deed.
/s/ GERALDINE A. CLAYTOR
---------------------------------------
Notary Public in the State of Minnesota
[NOTARIAL GERALDINE A. CLAYTOR
SEAL] NOTARY PUBLIC-MINNESOTA
MY COMMISSION EXPIRES 1-31-00
<PAGE> 16
EXHIBIT 8
LIMITED POWER OF ATTORNEY
The undersigned, Ted McLeod of Cedar Rapids, Linn County, Iowa, does
hereby appoint Clark E. McLeod of Cedar Rapids, Linn County, Iowa, my true and
lawful attorney-in-fact with right, power and authority for me and in my name,
place, and stead to vote all shares of common stock of McLeod, Inc. held by me,
to act as my proxy at any shareholders meeting of McLeod, Inc., and to execute
any documents, agreements, instruments or other writings in my name and place
as a shareholder of McLeod, Inc. I give my attorney-in-fact the full power and
authority to do and perform each and every act and deed whatsoever required and
necessary to be done in regard to the foregoing as fully as if I might or could
do it personally if I were present and individually acting.
I direct that this power of attorney shall take effect immediately and
shall be irrevocable unless and until such time as there shall be filed of
record a duly acknowledged revocation of this instrument at the corporate
office of McLeod, Inc.
Dated 4-25-95 .
--------
/s/ TED MCLEOD
--------------------
Ted McLeod
STATE OF IOWA )
) SS:
COUNTY OF LINN )
On this 25th day of April, 1995, before me personally appeared Ted
McLeod, to me known to be the person named herein and who executed the
foregoing instrument, and acknowledged that he executed the same as his
voluntary act and deed.
/s/ PATRICIA S. SCOTT
----------------------------------
Notary public in the State of Iowa
<PAGE> 17
EXHIBIT 9
McLeod, Inc.
Public Offering of Class A Common Stock
June 10, 1996
Salomon Brothers Inc
Morgan Stanley & Co. Incorporated
Bear, Stearns & Co. Inc.
As Representatives of the several Underwriters,
c/o Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Dear Sirs:
This letter is being delivered to you in connection with the proposed
Underwriting Agreement (the "Underwriting Agreement"), between McLeod, Inc., a
Delaware corporation (the "Company"), and each of you as Representatives of a
group of Underwriters named therein, relating to an underwritten public
offering of Class A Common Stock, $.01 par value (the "Common Stock"), of the
Company.
In order to induce you and the other Underwriters to enter into the
Underwriting Agreement, the undersigned acknowledges that any shares of Common
Stock purchased by the undersigned contemporaneously with the closing of the
underwritten public offering will be purchased with the intention of holding
such shares for purposes of investment and agrees not to offer, sell or
contract to sell, or otherwise dispose of, directly or indirectly, or announce
an offering of, any shares of Common Stock beneficially owned by the
undersigned or any securities convertible into, or exchangeable for, shares of
Common Stock for a period of one year following the day on which the
Underwriting Agreement is executed without the prior written consent of the
Representatives, except shares of Common Stock disposed of as bona fide gifts
or pledges where the recipients of such gifts or the pledgees, as the case may
be, agree in writing with the Underwriters to be bound by the terms of this
letter.
If for any reason the Underwriting Agreement shall be terminated prior
to the Closing Date (as defined in the Underwriting Agreement), the agreement
set forth above shall likewise be terminated.
Yours very truly,
/s/ CLARK E. MCLEOD
----------------------------
(Sign Name)
Clark E. McLeod
----------------------------
(Print Name)
<PAGE> 18
EXHIBIT 10
McLeod, Inc.
Public Offering of Class A Common Stock
June 10, 1996
Salomon Brothers Inc
Morgan Stanley & Co. Incorporated
Bear, Stearns & Co. Inc.
As Representatives of the several Underwriters,
c/o Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Dear Sirs:
This letter is being delivered to you in connection with the proposed
Underwriting Agreement (the "Underwriting Agreement"), between McLeod, Inc., a
Delaware corporation (the "Company"), and each of you as Representatives of a
group of Underwriters named therein, relating to an underwritten public
offering of Class A Common Stock, $.01 par value (the "Common Stock"), of the
Company.
In order to induce you and the other Underwriters to enter into the
Underwriting Agreement, the undersigned acknowledges that any shares of Common
Stock purchased by the undersigned contemporaneously with the closing of the
underwritten public offering will be purchased with the intention of holding
such shares for purposes of investment and agrees not to offer, sell or
contract to sell, or otherwise dispose of, directly or indirectly, or announce
an offering of, any shares of Common Stock beneficially owned by the
undersigned or any securities convertible into, or exchangeable for, shares of
Common Stock for a period of one year following the day on which the
Underwriting Agreement is executed without the prior written consent of the
Representatives, except shares of Common Stock disposed of as bona fide gifts
or pledges where the recipients of such gifts or the pledgees, as the case may
be, agree in writing with the Underwriters to be bound by the terms of this
letter.
If for any reason the Underwriting Agreement shall be terminated prior
to the Closing Date (as defined in the Underwriting Agreement), the agreement
set forth above shall likewise be terminated.
Yours very truly,
/s/ MARY E. MCLEOD
----------------------------
(Sign Name)
Mary E. McLeod
----------------------------
(Print Name)
