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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
McLeod, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
582266 10 2
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(CUSIP Number)
Dennis H. Melstad, 666 Grand Avenue, Suite 2600, Des Moines, IA 50303
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 14, 1996
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(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).
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SCHEDULE 13D
CUSIP NO. 582266 10 2 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MWR Investments Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
1,000,000 See Item 5
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8 SHARED VOTING POWER
0 See Item 5
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9 SOLE DISPOSITIVE POWER
1,000,000 See Item 5
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 See Item 5
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROM (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer
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This statement relates to the Class A Common Stock, $.01 par value (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
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(a) - (c) This statement is being filed by MWR Investments Inc., an
Iowa corporation ("MWR"), whose principal executive offices are located at 666
Grand Avenue, Suite 2600, Des Moines, Iowa 50303. The principal business of
MWR is to invest in, develop and/or manage investment and financial business
ventures.
(d) - (e) During the last five years, MWR has not 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.
Item 3. Source and Amount of Funds or Other Consideration
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MWR purchased the shares of Class A Common Stock set forth in Item 5
herein with funds provided by its parent, MidAmerican Capital Company, a
Delaware corporation, for that specific purpose.
Item 4. Purpose of Transaction
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MWR has acquired the Class A Common Stock for investment purposes.
Item 5. Interest in Securities of the Issuer
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(a) MWR beneficially owns a total of 1,000,000 shares of Class A Common
Stock, which, together with the shares of Class B Common Stock (as defined
hereinbelow) owned by MWR, represents approximately 17.9% of the shares of Class
A Common Stock outstanding on June 14, 1996, the date (the "IPO Date") of the
initial public offering of the Class A Common Stock by the Company (the "Initial
Public Offering") according to the final prospectus issued in conjunction with
the Initial Public Offering and adjusted for the underwriting overallotment
(assuming all Class B Common Stock shares are converted into Class A Common
Stock shares).
MWR also beneficially owns a total of 7,205,472 shares of the Company's
Class B Common Stock, par value $.01 (the "Class B Common Stock"), representing
approximately 46.11% of the shares of Class B Common Stock outstanding on the
IPO
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Date, according to the final prospectus issued in conjunction with the Initial
Public Offering (based solely on Class B Common Stock without giving effect to a
conversion into Class A Common Stock). The Class B Common Stock was acquired in
April 1995 and June 1995 in connection with a previous transaction between an
affiliate of MWR and the Company. Holders of the Class B Common Stock are
entitled to attend all meetings of stockholders and, together with other
stockholders, to vote on any matter or thing properly considered and acted upon
by the stockholders. Holders of Class B Common Stock are entitled to .40 vote
per share. The shares of Class B Common Stock may be converted at any time at
the option of MWR into fully paid and nonassessable shares of Class A Common
Stock at the rate of one share of Class A Common Stock for each share of Class B
Common Stock, as adjusted for any stock split.
(b) The number of shares of Class A Common Stock as to which MWR has
(i) sole power to vote or direct the vote 1,000,000
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or direct the disposition 1,000,000
(iv) shared power to dispose or direct the disposition 0
The number of shares of Class B Common Stock as to which MWR has
(i) sole power to vote or direct the vote 7,205,472
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or direct the disposition 7,205,472
(iv) shared power to dispose or direct the disposition 0
(c) As part of the Initial Public Offering, the shares of Class B
Common Stock owned by MWR were split on a 3.75 to one basis. Prior to the IPO
Date, MWR owned 1,921,459 shares of Class B Common Stock and after giving effect
to the split, as of the IPO Date, MWR owned 7,205,472 shares of Class B Common
Stock. Except for the purchase of the Class A Common Stock on the IPO Date and
the split of the Class B Common Stock on the IPO Date, MWR has not effected any
transaction in either the Class A Common Stock or the Class B Common Stock
during the past 60 days.
(d) Not applicable.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer
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MWR, the Company and certain other "investor stockholders" have, with
respect to the respective shares of capital stock owned by each such investor
stockholder, entered into an investor agreement (the "Investor Agreement"),
effective as of June 10, 1996, which provides that MWR (and each other investor
stockholder), for so long as MWR (and each such investor stockholder) owns at
least 10% of the outstanding capital stock of the Company, shall vote its 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 MWR, (iii) cause to
be elected to the Board of Directors of the Company such other directors as may
be nominated individually by certain investor stockholders and (iv) cause to be
elected to the Board of Directors of the Company four independent directors
nominated by the Board of Directors of the Company. The Investor Agreement also
provides that, for a period ending in March 1999 and subject to certain
exceptions, MWR 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 IPO
Date, MWR (nor any other investor stockholder) will not sell or otherwise
dispose of any equity securities of the Company without the consent of the Board
of Directors of the Company.
Item 7. Material to be Filed as Exhibits
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Investor Agreement (previously filed with the Securities and Exchange
Commission as Exhibit 4.8 to the Company's Registration Statement on Form S-1,
filed on April 2, 1996. Registration No. 333-3112).
Signature
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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 21, 1996
MWR INVESTMENTS INC.
By: /s/ Dennis H. Melstad
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Dennis H. Melstad
President
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