Washington, D.C. 20549
SCHEDULE 13D
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
McLEODUSA INCORPORATED
(Name of Issuer)
CLASS A COMMON STOCK
(Title of class of securities)
582266 10 2
(CUSIP Number)
Richard A. Lumpkin
121 South 17th Street
Mattoon, Illinois 61938
217-235-3366
(Name, Address, and Telephone Number of person
authorized to receive notices and communications)
September 24, 1997
(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: [__].
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>
CUSIP No. 582266 10 2 13D Page 2
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Richard A. Lumpkin
2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]
3. SEC Use Only
4. Source of Funds: 00
5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]
6. Citizenship or Place of Organization:
United States of America
Number of Shares Beneficially Owned By Each Reporting Person
With:
7. Sole Voting Power: 4,228,337 See Item 5.
8. Shared Voting Power: 332,209 See Item 5.
9. Sole Dispositive Power: 4,228,337 See Item 5.
10. Shared Dispositive Power: 501,680 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
5,012,457 See Item 5.
12. Check box if the aggregate amount in Row (11) excludes certain
shares:
[_]
13. Percent of Class represented by amount in Row (11): 8.2% See
Item 5.
14. Type of Reporting Person: IN<PAGE>
CUSIP No. 582266 10 2 13D Page 3
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Benjamin I. Lumpkin
2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]
3. SEC Use Only
4. Source of Funds: 00
5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]
6. Citizenship or Place of Organization:
United States of America
Number of Shares Beneficially Owned By Each Reporting Person
With:
7. Sole Voting Power: 0 See Item 5.
8. Shared Voting Power: 96,656 See Item 5.
9. Sole Dispositive Power: 0 See Item 5.
10. Shared Dispositive Power: 96,656 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
96,656 See Item 5.
12. Check box if the aggregate amount in Row (11) excludes certain
shares:
[_]
13. Percent of Class represented by amount in Row (11): 0.2% See
Item 5.
14. Type of Reporting Person: IN<PAGE>
CUSIP No. 582266 10 2 13D Page 4
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Elizabeth A. Lumpkin
2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]
3. SEC Use Only
4. Source of Funds: 00
5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]
6. Citizenship or Place of Organization:
United States of America
Number of Shares Beneficially Owned By Each Reporting Person
With:
7. Sole Voting Power: 0 See Item 5.
8. Shared Voting Power: 96,656 See Item 5.
9. Sole Dispositive Power: 0 See Item 5.
10. Shared Dispositive Power: 96,656 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
96,656 See Item 5.
12. Check box if the aggregate amount in Row (11) excludes certain
shares:
[_]
13. Percent of Class represented by amount in Row (11): 0.2% See
Item 5.
14. Type of Reporting Person: IN<PAGE>
CUSIP No. 582266 10 2 13D Page 5
Item 1. Security and Issuer.
This statement relates to the Class A Common Stock, $.01 par
value (the "Common Stock"), of McLeodUSA Incorporated, a Delaware
corporation (the "Company"), whose principal executive offices are
located at 6400 C Street, S.W., P.O. Box 3177, Cedar Rapids, Iowa
52406-3177.
Item 2. Identity and Background.
This statement is being filed by Richard A. Lumpkin, as
trustee or settlor, Benjamin I. Lumpkin, as trustee, and Elizabeth A.
Lumpkin, as trustee, (each, a "Reporting Person") of the respective
trusts listed opposite such Reporting Person's name in Item 5 below.
The name, residence or business address and present
principal occupation or employment of each Reporting Person and of
each other Former CCI Shareholder (as defined in Item 5 below) are set
forth in Schedule A hereto. Similar information for each person who is
a director or executive officer of The Lumpkin Foundation (the
"Foundation") is also included in Schedule A. Each of the Reporting
Persons and each other Former CCI Shareholder is a citizen of the
United States of America, except the Foundation, which is a not-for-
profit corporation organized under the laws of Illinois. None of the
Reporting Persons has and, to the knowledge of the Reporting Persons,
none of the other Former CCI Shareholders nor any of the Foundation's
directors or executive officers has, during the past five years, 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.
Trusts of which one or more of the respective Reporting
Persons are trustees or settlor as indicated in Item 5 below (the
"Trusts") acquired the shares of Common Stock set forth opposite each
Reporting Person's name in Item 5 below in exchange for shares of
common stock, Series A cumulative preferred shares and/or Series B
cumulative preferred shares of Consolidated Communications Inc., an
Illinois corporation ("CCI"), pursuant to an Agreement and Plan of
Reorganization dated as of June 14, 1997 by and among CCI, the Company
and Eastside Acquisition Co. (the "Merger Agreement"). A copy of the
Merger Agreement was filed as Exhibit 2.2 to the Company's Current
Report on Form 8-K filed June 26, 1997.<PAGE>
CUSIP No. 582266 10 2 13D Page 6
Item 4. Purpose of Transaction.
The Trusts acquired the Common Stock for investment
purposes. After the issuance of the Common Stock pursuant to the
Merger Agreement, Richard A. Lumpkin and Robert J. Currey, who were
previously directors and executive officers of CCI, were elected
directors and executive officers of the Company. Subject to the
restrictions on disposition of Common Stock existing under the
Stockholders Agreement described below, any or all of the shares of
Common Stock beneficially owned by each Reporting Person may be sold
or otherwise disposed of from time to time. None of the Reporting
Persons has any other plans or proposals which relate to or would
result in any of the matters enumerated in paragraphs (a) through (j)
of Item 4 of Schedule 13D. See Item 6 below.
Item 5. Interest in Securities of Issuer.
(a) As trustee or settlor (or by virtue of a right until
December 31, 1997 to acquire the corpus) of the respective Trusts set
forth opposite such Reporting Person's name below, Richard A. Lumpkin
beneficially owns an aggregate of 5,012,457 shares of Common Stock,
which represents approximately 8.2 percent of the estimated number of
shares of Common Stock outstanding on September 24, 1997. As trustee
of the respective Trusts indicated opposite such Reporting Person's
name below, Benjamin I. Lumpkin beneficially owns an aggregate of
96,656 shares of Common Stock, which represents approximately 0.2
percent of the estimated number of shares of Common Stock outstanding
on September 24, 1997. As trustee of the respective Trusts indicated
opposite such Reporting Person's name below, Elizabeth A. Lumpkin
beneficially owns an aggregate of 96,656 shares of Common Stock, which
represents approximately 0.2 percent of the estimated number of shares
of Common Stock outstanding on September 24, 1997. For this purpose,
the number of outstanding shares is estimated to be 61,153,651, which
number is based on the 52,665,055 shares of Common Stock reported as
outstanding at July 31, 1997, in the Company's most recent Quarterly
Report on Form 10-Q, as adjusted for the 8,488,596 shares of Common
Stock issued pursuant to the Merger Agreement.
The Reporting Persons, together with the other former
shareholders of CCI who acquired shares of Common Stock pursuant to
the Merger Agreement (collectively, the "Former CCI Shareholders"),
MWR Investments Inc. ("MWR"), Midwest Capital Group, Inc., IES
Investments Inc. ("IES"), Clark E. McLeod and Mary E. McLeod,
(collectively, the "Principal Stockholders"), are parties to a
Stockholders' Agreement dated as of June 14, 1997 and effective
September 24, 1997, as amended by Amendment No. 1 to Stockholders'
Agreement dated as of September 19, 1997 (together, the "Stockholders
Agreement") and, accordingly, comprise a group within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934.
Collectively, insofar as is known to the Reporting Persons, this group
beneficially owns a total of 36,188,651 shares of Common Stock, which<PAGE>
CUSIP No. 582266 10 2 13D Page 7
represents 59.2 percent of such estimated number of shares of Common
Stock outstanding on September 24, 1997.
The following table sets forth information regarding the
shares of Common Stock beneficially owned by the Reporting Persons, by
the other Former CCI Shareholders and by the other Principal
Stockholders. Except as indicated, beneficial ownership by the
Reporting Persons and the other Former CCI Shareholders reflects their
status as trustees of the respective trusts set forth opposite their
names in the table. The information shown in the table with respect
to each Principal Stockholder who is not a Former CCI Shareholder is
based on the most recent Schedule 13D or Amendment thereto filed by
such person that has come to the attention of the Reporting Persons.
Reference is made to such filings for further information as to such
other Principal Stockholders.
<TABLE>
<CAPTION>
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
<S> <C> <C> <C> <C>
Richard A. Lumpkin Trust Agreement dated May 13, Sole 311,127 0.5
(settlor and trustee) 1978 f/b/o Richard Anthony
Lumpkin
Mary Lee Sparks Trust Agreement dated May 13, Shared 332,209 0.5
(settlor), Richard A. 1978 f/b/o Mary Lee Sparks
Lumpkin and Christina
Sparks Duncan
Richard A. Lumpkin Richard Adamson Lumpkin Sole 23,603 0.00
Grandchildren's Trust dated
9/5/80 f/b/o Joseph John Keon
III
Richard A. Lumpkin Richard Adamson Lumpkin Sole 23,603 0.00
Grandchildren's Trust dated
9/5/80 f/b/o Katherine
Stoddert Keon
Richard A. Lumpkin Richard Adamson Lumpkin Sole 23,603 0.00
Grandchildren's Trust dated
9/5/80 f/b/o Lisa Anne Keon
Richard A. Lumpkin Richard Adamson Lumpkin Sole 23,603 0.00
Grandchildren's Trust dated
9/5/80 f/b/o Margaret Lynley
Keon<PAGE>
CUSIP No. 582266 10 2 13D Page 8
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Richard A. Lumpkin Richard Adamson Lumpkin Sole 23,603 0.00
Grandchildren's Trust dated
9/5/80 f/b/o Pamela Keon
Vitale
Richard A. Lumpkin Richard Adamson Lumpkin Sole 23,603 0.00
Grandchildren's Trust dated
9/5/80 f/b/o Susan Tamara Keon
Richard A. Lumpkin Richard Adamson Lumpkin Sole 55,088 0.1
Grandchildren's Trust dated
9/5/80 f/b/o Benjamin Iverson
Lumpkin
Richard A. Lumpkin Richard Adamson Lumpkin Sole 55,088 0.1
Grandchildren's Trust dated
9/5/80 f/b/o Elizabeth
Arabella Lumpkin
Richard A. Lumpkin Richard Adamson Lumpkin Sole 31,476 0.1
Grandchildren's Trust dated
9/5/80 f/b/o Anne Romayne
Sparks
Richard A. Lumpkin Richard Adamson Lumpkin Sole 31,476 0.1
Grandchildren's Trust dated
9/5/80 f/b/o Barbara Lee
Sparks
Richard A. Lumpkin Richard Adamson Lumpkin Sole 31,476 0.1
Grandchildren's Trust dated
9/5/80 f/b/o Christina Louise
Sparks
Richard A. Lumpkin Richard Adamson Lumpkin Sole 31,476 0.1
Grandchildren's Trust dated
9/5/80 f/b/o John Woodruff
Sparks
Richard A. Lumpkin Trust named for Joseph John Keon Sole 256,291 0.4
III created under the Mary
Green Lumpkin Gallo Trust
Agreement dated December 29,
1989<PAGE>
CUSIP No. 582266 10 2 13D Page 9
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Richard A. Lumpkin Trust named for Katherine Sole 256,291 0.4
Stoddert Keon created under
the Mary Green Lumpkin Gallo
Trust Agreement dated December
29, 1989
Richard A. Lumpkin Trust named for Lisa Anne Keon Sole 256,291 0.4
created under the Mary Green
Lumpkin Gallo Trust Agreement
dated December 29, 1989
Richard A. Lumpkin Trust named for Margaret Lynley Sole 256,291 0.4
Keon created under the Mary
Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Richard A. Lumpkin Trust named for Pamela Keon Sole 256,291 0.4
Vitale created under the Mary
Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Richard A. Lumpkin Trust named for Susan Tamara Keon Sole 256,291 0.4
created under the Mary Green
Lumpkin Gallo Trust Agreement
dated December 29, 1989
Richard A. Lumpkin Trust named for Benjamin Iverson Sole 410,965 0.7
Lumpkin created under the Mary
Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Richard A. Lumpkin Trust named for Elizabeth Sole 410,965 0.7
Arabella Lumpkin created under
the Mary Green Lumpkin Gallo
Trust Agreement dated
December 29, 1989
Richard A. Lumpkin Trust named for Anne Romayne Sole 294,959 0.5
Sparks created under the Mary
Green Lumpkin Gallo Trust
Agreement dated December 29,
1989<PAGE>
CUSIP No. 582266 10 2 13D Page 10
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Richard A. Lumpkin Trust named for Barbara Lee Sole 294,959 0.5
Sparks created under the Mary
Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Richard A. Lumpkin Trust named for Christina Louise Sole 294,959 0.5
Sparks created under the Mary
Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Richard A. Lumpkin Trust named for John Woodruff Sole 294,959 0.5
Sparks created under the Mary
Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Benjamin I. Lumpkin Richard Anthony Lumpkin 1993 Shared 96,656 0.2
and Elizabeth A. Grantor Retained Annuity Trust
Lumpkin, Richard A.
Lumpkin's spouse
(right until 12/31/97
to acquire corpus of
trust for equivalent
value)
Mary Lee Sparks N/A Sole 196,678 0.3
Anne Sparks Whitten, Mary Lee Sparks 1993 Grantor Shared 89,438 0.1
Barbara Sparks Retained Annuity Trust
Federico, Christina
Sparks Duncan and
John W. Sparks,
Richard A. Lumpkin
(right until 12/31/97
to acquire corpus of
trust for equivalent
value)
Margaret L. Keon Margaret Lumpkin Keon Trust dated Sole 508,061 0.8
(settlor and trustee) May 13, 1978<PAGE>
CUSIP No. 582266 10 2 13D Page 11
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Pamela K. Vitale and Margaret Lumpkin Keon 1993 Shared 96,346 0.2
Joseph J. Keon III, Grantor Retained Annuity Trust
Richard A. Lumpkin
(right until 12/31/97
to acquire corpus of
trust for equivalent
value)
Robert J. Currey and Margaret L. Keon 1990 Personal Shared 77,337 0.1
David R. Hodgman Income Trust for the Benefit
of Joseph John Keon III dated
April 20, 1990
Robert J. Currey and Margaret L. Keon 1990 Personal Shared 77,337 0.1
David R. Hodgman Income Trust for the Benefit
of Katherine Stoddert Keon
dated April 20, 1990
Robert J. Currey and Margaret L. Keon 1990 Personal Shared 77,337 0.1
David R. Hodgman Income Trust for the Benefit
of Lisa Anne Keon dated April
20, 1990
Robert J. Currey and Margaret L. Keon 1990 Personal Shared 77,337 0.1
David R. Hodgman Income Trust for the Benefit
of Margaret Lynley Keon dated
April 20, 1990
Robert J. Currey and Margaret L. Keon 1990 Personal Shared 77,337 0.1
David R. Hodgman Income Trust for the Benefit
of Pamela Keon Vitale dated
April 20, 1990
Robert J. Currey and Margaret L. Keon 1990 Personal Shared 77,337 0.1
David R. Hodgman Income Trust for the Benefit
of Susan Tamara Keon
DeWyngaert dated April 20,
1990
Robert J. Currey and Richard Anthony Lumpkin 1990 Shared 734,701 1.2
David R. Hodgman Personal Income Trust for the
Benefit of Benjamin Iverson
Lumpkin dated April 20, 1990
Robert J. Currey and Richard Anthony Lumpkin 1990 Shared 734,701 1.2
David R. Hodgman Personal Income Trust for the
Benefit of Elizabeth Arabella
Lumpkin dated April 20, 1990<PAGE>
CUSIP No. 582266 10 2 13D Page 12
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Robert J. Currey and Mary Lee Sparks 1990 Personal Shared 154,674 0.3
David R. Hodgman Income Trust for the Benefit
of Anne Romayne Sparks dated
April 20, 1990
Robert J. Currey and Mary Lee Sparks 1990 Personal Shared 154,674 0.3
David R. Hodgman Income Trust for the Benefit
of Barbara Lee Sparks dated
April 20, 1990
Robert J. Currey and Mary Lee Sparks 1990 Personal Shared 154,674 0.3
David R. Hodgman Income Trust for the Benefit
of Christina Louise Sparks
dated April 20, 1990
Robert J. Currey and Mary Lee Sparks 1990 Personal Shared 154,674 0.3
David R. Hodgman Income Trust for the Benefit
of John Woodruff Sparks dated
April 20, 1990
Bank One, Texas NA; Richard Anthony Lumpkin Trust Shared 1,822 0.00
Richard A. Lumpkin under the Trust Agreement
(power to direct dated February 6, 1970
investments)
Bank One, Texas NA; Margaret Anne Keon Trust under Shared 60,619 0.1
Richard A. Lumpkin the Trust Agreement dated
(power to direct February 6, 1970
investments)
Bank One, Texas NA; Mary Lee Sparks Trust under the Shared 107,030 0.2
Richard A. Lumpkin Trust Agreement dated February
(power to direct 6, 1970
investments)
The Lumpkin N/A Sole 219,280 0.4
Foundation
Voting and Number of Percent of
Other Principal Dispositive Shares of Outstanding
Stockholders Trust Powers Common Stock Common Stock
Clark E. McLeod and N/A Sole and 9,249,126 14.2
Mary E. McLeod Shared
<PAGE>
CUSIP No. 582266 10 2 13D Page 13
Voting and Number of Percent of
Other Principal Dispositive Shares of Outstanding
Stockholders Trust Powers Common Stock Common Stock
IES Investments, Inc. N/A Sole 10,245,457 15.7
MWR Investments, Inc. N/A Sole 8,205,472 12.6
</TABLE>
(b) The number of shares of Common Stock which Richard A.
Lumpkin has:
(i) sole power to vote or direct the vote 4,228,337
(ii) shared power to vote or direct the vote 332,209
(iii) sole power to dispose or direct the disposition 4,228,337
(iv) shared power to dispose or direct the disposition 501,680
The number of shares of Common Stock which Benjamin I.
Lumpkin has:
(i) sole power to vote or direct the vote 0
(ii) shared power to vote or direct the vote 96,656
(iii) sole power to dispose or direct the disposition 0
(iv) shared power to dispose or direct the disposition 96,656
The number of shares of Common Stock which Elizabeth A.
Lumpkin has:
(i) sole power to vote or direct the vote 0
(ii) shared power to vote or direct the vote 96,656
(iii) sole power to dispose or direct the disposition 0
(iv) shared power to dispose or direct the disposition 96,656
In addition, by virtue of the right to acquire the corpus of
certain trusts until December 31, 1997, as described in Item 5(a)
above, Richard A. Lumpkin has a right to acquire beneficial ownership
of 282,440 shares of Common Stock.<PAGE>
CUSIP No. 582266 10 2 13D Page 14
(c) The Reporting Persons and the other Former CCI
Shareholders acquired an aggregate of 8,488,596 shares of Common Stock
as set forth in the table in Item 5(a) above on September 24, 1997,
pursuant to the Merger Agreement. Except for this acquisition, none
of the Reporting Persons or to their knowledge any of the other Former
CCI Shareholders has effected any transaction in the Common Stock
during the past 60 days. The Reporting Persons have no information as
to whether any of the other Principal Stockholders has effected
transactions in the 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.
Each of the Reporting Persons and the other Principal
Stockholders and the Company have, with respect to the respective
shares of capital stock of the Company owned by each such Principal
Stockholder, entered into the Stockholders Agreement, effective
September 24, 1997. The Stockholders Agreement provides that each
Principal Stockholder, for so long as such Principal Stockholder owns
at least 10% (treating Richard A. Lumpkin and the Former CCI
Shareholders as a single Principal Stockholder for this purpose) of
the outstanding capital stock of the Company (but in no event longer
than three years), shall vote such Principal Stockholder's stock and
take all action within its power to: (i) establish the size of the
Board of Directors of the Company at up to eleven directors; (ii)
cause to be elected to the Board of Directors of the Company one
director designated by IES (for so long as IES 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 MWR (for so long as MWR owns at least 10% of the
outstanding capital stock of the Company); (iv) cause Richard A.
Lumpkin to be elected to the Board of Directors of the Company (for so
long as Mr. Lumpkin and the Former CCI Shareholders collectively own
at least 10% of the outstanding capital stock of the Company); (v)
cause to be elected to the Board of Directors of the Company three
directors who are executive officers 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
(vi) cause to be elected to the Board of Directors of the Company four
non-employee directors nominated by the Board of Directors of the
Company.
The Stockholders Agreement also provides that, for the
period ending September 24, 1998, subject to certain exceptions, the
Reporting Persons (and all other Principal Stockholders) will not sell
or otherwise dispose of any equity securities of the Company without
the consent of the Board of Directors of the Company. If the Company<PAGE>
CUSIP No. 582266 10 2 13D Page 15
consents to any sale or other disposition by a party to the
Stockholders Agreement, the other parties to the Stockholders
Agreement (treating the Former CCI Shareholders as a single party for
this purpose)are permitted to sell or otherwise dispose of an equal
percentage of the total number of shares of Common Stock beneficially
owned by such other party. Likewise, if the Company grants a party to
the Stockholders Agreement an opportunity to register Common Stock for
sale under the Securities Act of 1933, as amended, the Company will
grant each other party (treating the Former CCI Shareholders as a
single party for this purpose) the opportunity to register a
corresponding percentage of such party's shares for transfer under the
Securities Act.
The foregoing description of the Stockholders Agreement is
qualified in its entirety by reference to the Stockholders Agreement
filed as an exhibit to this Schedule and incorporated herein by
reference.
Item 7. Materials to be Filed as Exhibits.
1. Stockholders Agreement dated as of June 14, 1997, among the
Company, the Reporting Persons and the other Former CCI Shareholders,
IES, Midwest Capital Group, Inc., MWR, Clark E. McLeod and Mary E.
McLeod, together with Amendment No. 1 to Stockholders' Agreement dated
as of September 19, 1997.
2. Power of Attorney, dated July 14, 1997, by Benjamin I.
Lumpkin.
3. Joint Filing Agreement set forth below.
JOINT FILING AGREEMENT
By signing this Schedule 13D below, each of the Reporting
Persons agrees pursuant to Rule 13d-1(f) that this Schedule 13D is
filed on behalf of each Reporting Person.<PAGE>
CUSIP No. 582266 10 2 13D Page 16
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: October 3, 1997
Richard A. Lumpkin
Benjamin I. Lumpkin
By Richard A. Lumpkin,
attorney in fact
Elizabeth A. Lumpkin<PAGE>
CUSIP No. 582266 10 2 13D Page 17
SCHEDULE A
The following information sets forth the name, business or
residence address and present principal occupation of each of the
Reporting Persons and other Former CCI Shareholders and includes each
of the directors and executive officers of The Lumpkin Foundation (the
"Foundation"). Except as set forth in Item 5 of this Schedule 13D,
none of the directors or executive officers of the Foundation is the
beneficial owner of any Common Stock of the Company.
<TABLE>
<CAPTION>
Name Occupation Address
<S> <C> <C>
Robert J. Currey President of the McLeodUSA Incorporated
Telecommunications subsidiary of 6400 C Street, S.W.
McLeodUSA Incorporated P.O. Box 3177
Cedar Rapids, Iowa
52406-3177
Christina Sparks Duncan Homemaker; (Director of the 194 North Bald Hill Road
Foundation) New Canaan, Connecticut 06840
Barbara Sparks Federico Homemaker 4840 Ashville Bay Road
Ashville, New York 14710
David R. Hodgman Attorney Schiff Hardin & Waite, 7200 Sears
Tower, Chicago, Illinois 60606
Joseph J. Keon III Owner of Parissound c/o Keon Associates
Communications, Author/ 16 Miller Avenue, Suite 203
Filmmaker Mill Valley, California 94941
Margaret L. Keon Owner of Keon Associates, Career c/o Keon Associates
Consultant; (Director and Vice 16 Miller Avenue, Suite 203
President of the Foundation) Mill Valley, California 94941
Benjamin I. Lumpkin Investments Casilla 52908
Correo Central
Santiage, Chile
Elizabeth A. Lumpkin Graduate Student; (Director of 109 S. Humphrey Avenue,
the Foundation) #3N
Oak Park, Illinois 60302
Richard A. Lumpkin Chief Executive Officer of Illinois Consolidated
Illinois Consolidated Telephone Telephone Company
Company; Vice Chairman of 121 South 17th Street
McLeodUSA Incorporated (Director Mattoon, Illinois 61938
and Treasurer of the Foundation)
John W. Sparks Owner of Knave of All Trades, 229 Saavedra, S.W.
Cabinet Maker/Construction Albuquerque, New Mexico 87105<PAGE>
CUSIP No. 582266 10 2 13D Page 18
Name Occupation Address
Mary Lee Sparks Homemaker; (Director and 2438 Campbell Road, N.W.
President of the Foundation) Albuquerque, New Mexico 87104
Pamela Keon Vitale Keon Associates, Career c/o Keon Associates
Consultant; (Director of the 16 Miller Avenue, Suite 203
Foundation) Mill Valley, California 94941
Anne Sparks Whitten Homemaker 38 Goodhue Road
Windham, New Hampshire 03087
/TABLE
<PAGE>
CUSIP No. 582266 10 2 13D Page 19
EXHIBIT 1
STOCKHOLDERS' AGREEMENT
This Stockholders' Agreement (this "Agreement") is entered into
as of June 14 1997, and will be effective as of the date the Merger
(as defined below) is consummated (the "Effective Date") by and among
McLeodUSA Incorporated, a Delaware corporation (the "Company"); IES
Investments Inc., an Iowa corporation ("IES"); Midwest Capital Group,
Inc. ("MCG"); MWR Investments Inc. ("MWR"); Clark E. McLeod
("McLeod"); Mary E. McLeod (collectively with McLeod, the "McLeods");
and Richard A. Lumpkin ("Lumpkin") on behalf of each of the
shareholders of Consolidated Communications Inc. ("CCI") listed in
Schedule I hereto (the "CCI Shareholders"). IES, MCG, MWR, and the
McLeods are referred to herein collectively as the "Original Principal
Stockholders" and individually as an "Original Principal Stockholder"
and IES, MCG, MWR, the McLeods, Lumpkin and the CCI Shareholders are
referred to herein collectively as the "Principal Stockholders" and
individually as a "Principal Stockholder."
WHEREAS, the Original Principal Stockholders and certain other
stockholders of the Company are parties to a certain Investor
Agreement, dated as of April 1, 1996 (the "Original Investor
Agreement"), as amended by Amendment No. 1 to Investor Agreement among
the Original Principal Stockholders dated October 23, 1996 (the
"Amendment," and together with the Original Investor Agreement, the
"Investor Agreement");
WHEREAS, upon consummation of the merger of CCI with and into
Eastside Acquisition Co., a newly formed Delaware corporation and a
wholly owned subsidiary of the Company (the "Merger"), Lumpkin and the
CCI Shareholders will become stockholders of the Company and the
Principal Stockholders desire to enter into this Agreement to set
forth certain arrangements among the Principal Stockholders;
WHEREAS, the Company and the Original Principal Stockholders
intend that, as among them, this Agreement will supersede and replace
the agreements contained in Section 1, Section 2, Section 3, Section 7
and Section 8 of the Original Investor Agreement as amended by the
Amendment, as those sections apply to the Company and the Original
Principal Stockholders.<PAGE>
CUSIP No. 582266 10 2 13D Page 20
NOW, THEREFORE, for and in consideration of the foregoing and of
the mutual covenants and agreements contained herein, the parties
hereto agree as follows:
1. VOTING AGREEMENT
1.1 Board of Directors
For a period of three years commencing on the Effective
Date, each Original Principal Stockholder, for so long as such
Original Principal Stockholder beneficially owns at least 10% of the
outstanding Class A common stock, $.01 par value per share, of the
Company (the "Class A Common Stock"), determined on a fully diluted
basis (that is, all outstanding Class A Common Stock and all
outstanding options and other securities convertible into, or
exercisable for, Class A Common Stock), and Lumpkin and the CCI
Shareholders, for so long as they collectively beneficially own at
least 10% of the outstanding Class A Common Stock (determined on a
fully diluted basis), shall take or cause to be taken all such action
within their respective power and authority as may be required:
(a) to establish and maintain the authorized size of the
Board of Directors of the Company (the "Board") up to
eleven directors;
(b) to cause to be elected to the Board one director
designated by IES, subject to the provisions of Section
1.2, for so long as IES beneficially owns at least 10%
of the outstanding Class A Common Stock (determined on
a fully diluted basis);
(c) to cause to be elected to the Board one director
designated by MWR, subject to the provisions of Section
1.2, for so long as MWR beneficially owns at least 10%
of the outstanding Class A Common Stock (determined on
a fully diluted basis);
(d) to cause Lumpkin to be elected to the Board, for so
long as Lumpkin and the CCI Shareholders collectively
beneficially own at least 10% of the outstanding Class
A Common Stock (determined on a fully diluted basis);
(e) to cause to be elected to the Board three directors who
are executive officers of the Company designated by<PAGE>
CUSIP No. 582266 10 2 13D Page 21
McLeod, for so long as the McLeods collectively
beneficially own at least 10% of the outstanding Class
A Common Stock (determined on a fully diluted basis);
and
(f) to cause to be elected to the Board four non-employee
directors nominated by the Board of Directors of the
Company.
1.2 Certain Transactions
1.2.1. Company Capital Stock Owned by MWR
In the event IES becomes the Beneficial Owner of 50% or more
of the shares of capital stock of the Company beneficially owned by
MWR, (a) the provisions of Section 1.1(c) shall be null and void and
of no further force and effect, (b) at all meetings or votes, consents
or authorizations of the Company's stockholders through the Expiration
Date, IES shall vote, or use its best efforts to direct the voting of,
all Excess Shares beneficially owned by IES with respect to the
election of directors and all other matters either (i) in accordance
with the recommendations of the Board of Directors of the Company or
(ii) for or against or abstaining in the same proportion as the shares
owned by all other stockholders (excluding IES and its Affiliates and
Associates) are voted or abstained from voting with respect to such
matter, (c) IES shall cause, or use its best efforts to cause, all
shares of capital stock of the Company beneficially owned by IES to be
represented in person or by proxy at all meetings of the Company's
stockholders through the Expiration Date, and (d) IES shall not, and
shall use its best efforts to cause its Affiliates and Associates not
to, deposit any such shares of capital stock of the Company in a
voting trust or enter into a voting agreement or other agreement of
similar effect with any other person prior to the Expiration Date.
1.2.2. Company Capital Stock Owned by IES
In the event MWR becomes the Beneficial Owner of 50% or more
of the shares of capital stock of the Company beneficially owned by
IES, (a) the provisions of Section 1.1(b)) shall be null and void and
of no further force and effect, (b) at all meetings or votes, consents
or authorizations of the Company's stockholders through the Expiration
Date, MWR shall vote, or use its best efforts to direct the voting of,
all Excess Shares beneficially owned by MWR with respect to the
election of directors and all other matters either (i) in accordance<PAGE>
CUSIP No. 582266 10 2 13D Page 22
with the recommendations of the Board of Directors of the Company or
(ii) for or against or abstaining in the same proportion as the shares
owned by all other stockholders (excluding MWR and its Affiliates and
Associates) are voted or abstained from voting with respect to such
matter, (c) MWR shall cause, or use its best efforts to cause, all
shares of capital stock of the Company beneficially owned by MWR to be
represented in person or by proxy at all meetings of the Company's
stockholders through the Expiration Date, and (d) MWR shall not, and
shall use its best efforts to cause its Affiliates and Associates not
to, deposit any such shares of capital stock of the Company m a voting
trust or enter into a voting agreement or other agreement of similar
effect with any other person prior to the Expiration Date.
1.2.3. Company Capital Stock Owned by MWR and IES
In the event a third party becomes the Beneficial Owner of
50% or more of the shares of capital stock of the Company beneficially
owned by IES and 50% or more of the shares of capital stock of the
Company beneficially owned by MWR, (a) the provisions of Sections
1.1(b) and 1.1(c) shall be null and void and of no further force and
effect, (b)at all meetings or votes, consents or authorizations of the
Company's stockholders through the Expiration Date, IES and MWR shall
vote, or use their respective best efforts to direct the voting of,
all Excess Shares of capital stock of the Company beneficially owned
by such third party with respect to the election of directors and all
other matters either (i) in accordance with the recommendations of the
Board of Directors of the Company or (ii) for or against or abstaining
in the same proportion as the shares owned by all other stockholders
(excluding IES, MWR and their respective Affiliates and Associates)
are voted or abstained from voting with respect to such matter, (c)
IES and MWR shall cause, or use their best efforts to cause, all
shares of capital stock of the Company beneficially owned by them to
be represented in person or by proxy at all meetings of the Company's
stockholders through the Expiration Date, and (d) IES and MWR shall
not, and shall use their best efforts to cause their respective
Affiliates and Associates not to, deposit any such shares of capital
stock of the Company in a voting trust or enter into a voting
agreement or other agreement of similar effect with any other person
prior to the Expiration Date.
1.2.4. Definitions
For purposes of this Agreement, the following terms have the
meanings indicated:<PAGE>
CUSIP No. 582266 10 2 13D Page 23
(a) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act").
(b) A person shall be deemed the "Beneficial Owner" of and
shall be deemed to "beneficially own" any securities:
(i) which such person or any of such person's
Affiliates or Associates, directly or indirectly,
has the right to acquire (whether such right is
exercisable immediately or only after the passage
of time) pursuant to any agreement, arrangement or
understanding (whether or not in writing), or upon
the exercise of conversion rights, exchange
rights, other rights, warrants or options, or
otherwise;
(ii) which such person or any of such person's
Affiliates or Associates, directly or indirectly,
has the right to vote or dispose of or has
"beneficial ownership" of (as determined pursuant
to Rule 13d-3 under the Exchange Act), including
pursuant to any agreement, arrangement or
understanding, whether or not in writing; or
(iii) which are beneficially owned, directly or
indirectly, by any other person (or any Affiliate
or Associate thereof) with which such person or
any of such person's Affiliates or Associates has
any agreement, arrangement or understanding
(whether or not in writing), for the purpose of
acquiring, holding, voting or disposing of any
voting securities of the Company.
(c) "Excess Shares" shall mean, with respect to the shares
of capital stock of the Company beneficially owned by a
person, any shares of capital stock of the Company
beneficially owned by such person that, when aggregated
with all shares of capital stock of the Company
beneficially owned by such person and any of such
person's Affiliates or Associates, represent more than
25% of the voting power of the outstanding capital
stock of the Company.<PAGE>
CUSIP No. 582266 10 2 13D Page 24
(d) "Expiration Date" shall mean October 23, 1999.
2. STANDSTILL
Each of IES, MWR and MCG (each a "Strategic Investor" and
collectively, the "Strategic Investors") hereby severally agrees that
prior to June 10, 1999, none of such Strategic Investors nor any
Affiliate thereof, will (and each such Strategic Investor will not
assist or encourage others to), directly or indirectly, acquire or
agree, offer, seek or propose to acquire, or cause to be acquired,
ownership (including, but not limited to, beneficial ownership) of any
securities issued by the Company or any of its subsidiaries, or any
rights or options to acquire such ownership (including from a third
party), except (a) to the extent expressly set forth in this
Agreement, (b)as consented prior thereto in writing by the Company's
Board of Directors, (c) upon conversion of any Class B common stock,
$.01 par value per share, of the Company into Class A Common Stock
pursuant to the terms thereof, (d) with respect to transfers of equity
securities between or among a Strategic Investor and such party's
wholly owned subsidiaries, parent corporation, or other wholly owned
subsidiaries of such parent corporation, (e) in connection with a
business combination between or among Strategic Investors, or (f) in
the case of IES (or any Affiliate thereof), with respect to the grant,
vesting or exercise of stock options.
3. TRANSFERS OF SECURITIES
3.1 Restrictions on Transfers
(a) Each Principal Stockholder hereby severally agrees that
until the earlier of (i) the first anniversary of the Effective Date
and (ii) March 31, 1999, such Principal Stockholder will not offer,
sell, contract to sell, grant any option to purchase, or otherwise
dispose of, directly or indirectly ("Transfer"), any equity securities
of the Company or any other securities convertible into or exercisable
for such equity securities ("Securities") beneficially owned by such
Principal Stockholder (or, in the case of a Principal Stockholder that
is a trust, the trustee thereof) without the prior written consent of
the Company provided however that any CCI Shareholder may transfer
Securities to any other CCI Shareholder (or a trust for the primary
benefit of any CCI Shareholder), or, in the case of a CCI Shareholder
that is a trust, to any beneficiary of such trust (or a trust for the
primary benefit of such beneficiary), in each case provided that (i)
such transfer is done in accordance with the transfer restrictions<PAGE>
CUSIP No. 582266 10 2 13D Page 25
applicable to such Securities under federal and state securities laws
and (ii) the transferee agrees to be bound by the terms hereof as a
Principal Stockholder, and any such transfer shall not constitute a
"'Transfer" for purposes of this Agreement.
(b) In the event that the Company consents to any Transfer
of Securities by a Principal Stockholder (a "Transferring
Stockholder"), each other Principal Stockholder shall, notwithstanding
the provisions of Section 3.1(a), have the right to Transfer a
percentage of the total amount of Securities beneficially owned by
such Principal Stockholder (or, in the case of a Principal Stockholder
that is a trust, the trustee thereof) equal to the percentage of the
total number of Securities beneficially owned by the Transferring
Stockholder that the Company has consented may be Transferred by such
Transferring Stockholder.
(c) For purposes of this Section 3.1, MWR and MCG shall be
deemed to be a single Principal Stockholder, and Lumpkin and all of
the CCI Shareholders shall be deemed to be a single Principal
Stockholder.
3.2 Registration Rights
(a) In the event that the Company pursuant to Section 3.1
grants a Transferring Stockholder the opportunity to register
Securities for Transfer under the Securities Act of 1933, as amended
(the "Securities Act"), the Company shall grant each other Principal
Stockholder, notwithstanding Section 3.1(a), the opportunity (subject
to reduction in the event the registered Transfer is underwritten) to
register for Transfer under the Securities Act a percentage of the
total amount of Securities beneficially owned by such Principal
Stockholder (or, in the case of a Principal Stockholder that is a
trust, the trustee thereof) equal to the percentage of the total
number of Securities beneficially owned by the Transferring
Stockholder that such Transferring Stockholder is registering for
Transfer under the Securities Act, on the same terms and conditions as
the Transferring Stockholder (such Transferring Stockholder and any
Principal Stockholder registering any Securities for Transfer under
the Securities Act pursuant hereto being a "Registering Transferor").
(b) If the Board establishes a committee (a "Pricing
Committee") to authorize and approve the price and any other terms of
any Transfer of Securities registered under the Securities Act
pursuant to this Section 3.2 in which Lumpkin or any CCI Shareholder<PAGE>
CUSIP No. 582266 10 2 13D Page 26
is participating as a Registering Transferor, the Company will use its
best efforts to cause Lumpkin to be nominated to such Pricing
Committee.
(c) For purposes of this Section 3.2, MWR and MCG shall be
deemed to be a single Principal Stockholder, and Lumpkin and all of
the CCI Shareholders shall be deemed to be a single Principal
Stockholder.
4. REPRESENTATIONS AND WARRANTIES
4.1 Representations and Warranties of Non-individual
Stockholders.
Each non-individual Principal Stockholder hereby represents
and warrants, as of the date of this Agreement, to the Company and to
each other Principal Stockholder as follows:
4.1.1. Authorization
Such Principal Stockholder has taken all action necessary
for it to enter into this Agreement and to consummate the transactions
contemplated hereby.
4.1.2. Binding Obligation
This Agreement constitutes a valid and binding obligation of
such Principal Stockholder, enforceable in accordance with its terms,
except to the extent that such enforceability may be limited by
bankruptcy, insolvency, and similar laws affecting the rights and
remedies of creditors generally, and by general principles of equity
and public policy; and each document and instrument to be executed by
such Stockholder pursuant hereto, when executed and delivered in
accordance with the provisions hereof, shall be a valid and binding
obligation of such Principal Stockholder, enforceable in accordance
with its terms (with the aforesaid exceptions).
4.2 Representations and Warranties of Individual
Stockholders
Each Principal Stockholder who is an individual hereby
represents and warrants, as of the date of this Agreement, to the
Company and to each other Principal Stockholder as follows:<PAGE>
CUSIP No. 582266 10 2 13D Page 27
4.2.1. Power and Authority
Such Principal Stockholder has the legal capacity and all
other necessary power and authority necessary to enter into this
Agreement and to consummate the transactions contemplated hereby.
4.2.2. Binding Obligation
This Agreement constitutes a valid and binding obligation of
such Principal Stockholder, enforceable in accordance with its terms,
except to the extent that such enforceability may be limited by
bankruptcy, insolvency, and similar laws affecting the rights and
remedies of creditors generally, and by general principles of equity
and public policy; and each document and instrument to be executed by
such Principal Stockholder pursuant hereto, when executed and
delivered in accordance with the provisions hereof, shall be a valid
and binding obligation of such Principal Stockholder, enforceable in
accordance with its terms (with the aforesaid exceptions).
4.3 Representations and Warranties of the Company
The Company hereby represents and warrants, as of the date
of this Agreement, to each Principal Stockholder as follows:
4.3.1. Authorization
The Company has taken all corporate action necessary for it
to enter into this Agreement and to consummate the transactions
contemplated hereby.
4.3.2. Binding Obligation
This Agreement constitutes a valid and binding obligation of
the Company, enforceable in accordance with its terms, except to the
extent that such enforceability may be limited by bankruptcy,
insolvency, and similar laws affecting the rights and remedies of
creditors generally, and by general principles of equity and public
policy; and each document and instrument to be executed by the Company
pursuant hereto, when executed and delivered in accordance with the
provisions hereof, shall be a valid and binding obligation of the
Company, enforceable in accordance with its terms (with the aforesaid
exceptions).
5. MISCELLANEOUS<PAGE>
CUSIP No. 582266 10 2 13D Page 28
5.1 Additional Actions and Documents
Each of the parties hereto hereby agrees to take or cause to
be taken such further actions, to execute, deliver and file or cause
to be executed, delivered and filed such further documents and
instruments, and to obtain such consents, as may be necessary or as
may be reasonably requested in order to fully effectuate the purposes,
terms and conditions of this Agreement, whether before, at or after
the effective time of this Agreement.
5.2 Entire Agreement; Amendment
This Agreement constitutes the entire agreement among the
parties hereto as of the date hereof with respect to the matters
contemplated herein, and it supersedes all prior oral or written
agreements, commitments or understandings with respect to the matters
provided for herein (including the agreements, commitments or
understandings with respect to the matters provided for herein in the
Investor Agreement). No amendment, modification or discharge of this
Agreement shall be valid or binding unless set forth in writing and
duly executed by the party against whom enforcement of the amendment,
modification, or discharge is sought.
5.3 Limitation on Benefit
It is the explicit intention of the parties hereto that no
person or entity other than the parties hereto is or shall be entitled
to bring any action to enforce any provision of this Agreement against
any of the parties hereto, and the covenants, undertakings and
agreements set forth in this Agreement shall be solely for the benefit
of, and shall be enforceable only by, the parties hereto or their
respective successors, heirs, executors, administrators, legal
representatives and permitted assigns.
5.4 Binding Effect; Specific Performance
This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors, heirs,
executors, administrators, legal representatives and permitted
assigns. No party shall assign this Agreement without the written
consent of the other parties hereto; and such consent shall not be
unreasonably withheld The parties hereto agree that irreparable damage
would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof and that the parties<PAGE>
CUSIP No. 582266 10 2 13D Page 29
shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or in equity.
5.5 Governing Law
This Agreement, the rights and obligations of the parties
hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of Delaware (excluding
the choice of law rules thereof).
5.6 Notices
All notices, demands, requests, or other communications
which may be or are required to be given, served, or sent by any party
to any other party pursuant to this Agreement shall be in writing and
shall be hand-delivered or mailed by first- class, registered or
certified mail, return receipt requested, postage prepaid, or
transmitted by telegram, telecopy, facsimile transmission or telex,
addressed as follows:
(i) if to the Company or to the McLeods:
McLeodUSA Incorporated
McLeodUSA Technology Park
6400 C Street, SW, P.O. Box 3177
Cedar Rapids, IA 52406-3177
Attention: Casey D. Mahon
Facsimile: (319) 298-7901
(ii) If to IES:
IES Investments Inc.
200 1st Street SE
Cedar Rapids, IA 52401
Attention: Peter W. Dietrich
Facsimile: (319) 398-4483
(iii) If to MWR:
MWR Investments Inc.
666 Grand Avenue
P.O. Box 657
Des Moines, IA 50306-9244
Attention: Alan Wells, President<PAGE>
CUSIP No. 582266 10 2 13D Page 30
Facsimile: (515) 242-4038
(iv) If to Lumpkin:
5 Lafayette Avenue
Mattoon, IL 61938
Facsimile:
(v) If to any CCI Shareholder:
c/o Mr. Richard A. Lumpkin
5 Lafayette Avenue
Mattoon, IL 61938
Each party may designate by notice in writing a new address
to which any notice, demand, request or communication may thereafter
be so given, served or sent. Each notice, demand, request, or
communication which shall be hand- delivered, mailed, transmitted,
telecopied or telexed in the manner described above, or which shall be
delivered to a telegraph company, shall be deemed sufficiently given,
served, sent, received or delivered for all purposes at such time as
it is delivered to the addressee (with the return receipt, the
delivery receipt, or the answerback being deemed conclusive, but not
exclusive, evidence of such delivery) or at such time as delivery is
refused by the addressee upon presentation.
5.7 Execution in Counterparts
To facilitate execution, this Agreement may be executed in
as many counterparts as may be required; and it shall not be necessary
that the signatures of, or on behalf of, each party, or that the
signatures of all persons required to bind any party, appear on each
counterpart; but it shall be sufficient that the signature of, or on
behalf of, each party, or that the signatures of the persons required
to bind any party, appear on one or more of the counterparts. All
counterparts shall collectively constitute a single agreement. It
shall not be necessary in making proof of this Agreement to produce or
account for more than a number of counterparts containing the
respective signatures of, or on behalf of, all of the parties hereto.<PAGE>
CUSIP No. 582266 10 2 13D Page 31
IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement, or have caused this Agreement to be duly executed on their
behalf, as of the day and year first hereinabove set forth.
MCLEODUSA INCORPORATED MWR INVESTMENTS INC.
By: s/ Clark E. McLeod By: s/ Alan Wells
Name: Name: Alan Wells
Title: Title: President
IES INVESTMENTS INC. MIDWEST CAPITAL
GROUP, INC.
By: s/ Stephen W. Southwick By: s/ Alan Wells
Name: Stephen W. Southwick Name: Alan Wells
Title: Secretary Title: President
s/ Clark E. McLeod s/ Mary E. McLeod
Clark E. McLeod Mary E. McLeod
s/ Richard A. Lumpkin Richard A. Lumpkin
By and on Behalf of Each
of the Shareholders Named
on SCHEDULE I hereto
s/ Richard A. Lumpkin
Name:
Title:<PAGE>
CUSIP No. 582266 10 2 13D Page 32
SCHEDULE I
Margaret Lumpkin Keon, as Trustee under the Margaret Lumpkin Keon
Trust dated May 13, 1978
Richard Anthony Lumpkin, as Trustee under the Richard Anthony
[Lumpkin] Trust Agreement dated May 13, 1978
Richard Anthony Lumpkin and Harris Trust and Savings Bank as Trustees
under the Richard Adamson Lumpkin Trust February 6, 1970 and the
Supplemental Trust Agreement dated November 6, 1976
The Lumpkin Foundation
Richard Anthony Lumpkin, as Trustee under twelve trusts created under
the Richard Adamson Lumpkin Grandchildren's Trust dated September 5,
1980,, one for the benefit of each of Joseph John Keon III, Katherine
Stoddert Keon, Lisa Anne Keon, Margaret Lynley Keon, Pamela Keon
Vitale, Susan Tamara Keon DeWyngaert, Benjamin Iverson Lumpkin,
Elizabeth Arabella Lumpkin, Anne Romayne Sparks, Barbara Lee Sparks,
Christina Louise Sparks, and John Woodruff Sparks
Margaret L. Keon, as Trustee under the Margaret L. Keon 1990 Dynasty
Trust
Richard Anthony Lumpkin, as Trustee under the twelve trusts created
under the Mary Green Lumpkin Gallo Trust Agreement dated December 29,
1989, one for the benefit of each of Joseph John Keon III, Katherine
Stoddert Keon, Lisa Anne Keon, Margaret Lynley Keon, Pamela Keon
Vitale, Susan Tamara Keon DeWyngaert, Benjamin Iverson Lumpkin,
Elizabeth Arabella Lumpkin, Anne Romayne Sparks, Barbara Lee Sparks,
Christina Louise Sparks, and John Woodruff Sparks
David R. Hodgman and Robert J. Currey, under the twelve 1990 Personal
Income Trusts established by Margaret L. Keon, Mary Lee Sparks, and
Richard Anthony Lumpkin, each dated April 20, 1990, one for the
benefit of each of Joseph John Keon III, Katherine Stoddert Keon, Lisa
Ann Keon, Margaret Lynley Keon, Pamela Keon Vitale, Susan Tamara Keon
DeWyngaert, Benjamin Iverson Lumpkin, Elizabeth Arabella Lumpkin, Anne
Romayne Sparks, Barbara Lee Sparks, Christina Louise Sparks, and John
Woodruff Sparks
Richard Anthony Lumpkin, as Trustee under the Richard Anthony Lumpkin
Trust 1990 Dynasty Trust<PAGE>
CUSIP No. 582266 10 2 13D Page 33
Mary Lee Sparks, individually
Richard Anthony Lumpkin, as Trustee under the Mary Lee Sparks 1990
Dynasty Trust<PAGE>
CUSIP No. 582266 10 2 13D Page 34
AMENDMENT NO. 1 TO
STOCKHOLDERS' AGREEMENT
This Amendment No. 1 to Stockholders' Agreement ("Amendment") is
entered into as of September 19, 1997 by and among McLeodUSA
Incorporated, a Delaware corporation (the "Company"); IES Investments
Inc., an Iowa corporation ("IES"); Midwest Capital Group, Inc.
("MCG"); MWR Investments Inc. ("MWR"); Clark E. McLeod ("McLeod");
Mary E. McLeod (collectively with McLeod, the "McLeods"); and Richard
A. Lumpkin ("Lumpkin") on his own behalf and on behalf of each of the
shareholders of Consolidated Communications Inc. ("CCI") listed in
SCHEDULE I to the Stockholders' Agreement (as defined below) (the
"Original CCI Shareholders"). IES, MCG, MWR, the McLeods and the
Original CCI Shareholders are referred to herein collectively as the
"Original Parties."
WHEREAS, the Original Parties are parties to a certain
Stockholders' Agreement, dated as of June 14, 1997, by and among the
Original Parties (the "Stockholders' Agreement");
WHEREAS, Section 5.2 of the Stockholders' Agreement provides that
no amendment of the Stockholders' Agreement shall be valid or binding
unless set forth in writing and duly executed by the party against
whom enforcement of the amendment is sought;
WHEREAS, the Original Parties desire to join certain additional
CCI Shareholders (the "New Parties") as parties to the Stockholders'
Agreement; and
WHEREAS, the New Parties desire to be joined as parties to, and
CCI Shareholders under, the Stockholders' Agreement, and have granted
Lumpkin a power of attorney to sign the Stockholders' Agreement on
their behalf;
NOW, THEREFORE, for and in consideration of the foregoing and of
the mutual covenants and agreements contained herein and in the
Stockholders' Agreement, as amended hereby, the parties hereto agree
as follows:
1. SCHEDULE I to the Stockholders' Agreement is hereby replaced
in its entirety by REVISED SCHEDULE I attached hereto.
2. The New Parties hereby agree to be bound by the terms of the
Stockholders' Agreement, as amended by this Amendment. Except as<PAGE>
CUSIP No. 582266 10 2 13D Page 35
expressly amended by this Amendment, all terms of the Stockholders'
Agreement shall remain in full force and effect.
3. All capitalized terms used but not defined in this Amendment
shall have the meaning given to them in the Stockholders' Agreement.
4. This Amendment may be signed in any number of counterparts,
each of which shall constitute an original and all of which together
shall constitute one and the same instrument.<PAGE>
CUSIP No. 582266 10 2 13D Page 36
IN WITNESS WHEREOF, the undersigned have duly executed this
Amendment, or have caused this Amendment to be duly executed on their
behalf, as of the day and year first hereinabove set forth.
MCLEODUSA INCORPORATED MWR INVESTMENTS INC.
By: s/ Clark E. McLeod By: s/ PJ Leighton
================================= =================================
Name: Clark E. McLeod Name: PJ Leighton
Title: Chairman and Chief Title: Secretary
Executive Officer
IES INVESTMENTS INC. MIDWEST CAPITAL GROUP, INC.
By: s/ Lee Liu By: s/ PJ Leighton
================================= =================================
Name: Lee Liu Name: PJ Leighton
Title: Chairman and CEO Title: Secretary
s/ Clark E. McLeod s/ Mary E. McLeod
================================= =================================
Clark E. McLeod Mary E. McLeod
/s Richard A. Lumpkin Richard A. Lumpkin
================================= by and on behalf of each
Richard A. Lumpkin of the CCI Shareholders
named on REVISED SCHEDULE I
attached hereto
s/ Richard A. Lumpkin
=================================<PAGE>
CUSIP No. 582266 10 2 13D Page 37
REVISED
SCHEDULE I
Margaret Lumpkin Keon, as Trustee under the Margaret Lumpkin Keon
Trust dated May 13, 1978
Richard Anthony Lumpkin, as Trustee under the Richard Anthony
[Lumpkin] Trust Agreement dated May 13, 1978
Richard Anthony Lumpkin and Harris Trust and Savings Bank as Trustees
under the Richard Adamson Lumpkin Trust February 6, 1970 and the
Supplemental Trust Agreement dated November 6, 1976
The Lumpkin Foundation
Richard Anthony Lumpkin, as Trustee under twelve trusts created under
the Richard Adamson Lumpkin Grandchildren's Trust dated September 5,
1980,, one for the benefit of each of Joseph John Keon III, Katherine
Stoddert Keon, Lisa Anne Keon, Margaret Lynley Keon, Pamela Keon
Vitale, Susan Tamara Keon DeWyngaert, Benjamin Iverson Lumpkin,
Elizabeth Arabella Lumpkin, Anne Romayne Sparks, Barbara Lee Sparks,
Christina Louise Sparks, and John Woodruff Sparks
Margaret L. Keon, as Trustee under the Margaret L. Keon 1990 Dynasty
Trust
Richard Anthony Lumpkin, as Trustee under the twelve trusts created
under the Mary Green Lumpkin Gallo Trust Agreement dated December 29,
1989, one for the benefit of each of Joseph John Keon III, Katherine
Stoddert Keon, Lisa Anne Keon, Margaret Lynley Keon, Pamela Keon
Vitale, Susan Tamara Keon DeWyngaert, Benjamin Iverson Lumpkin,
Elizabeth Arabella Lumpkin, Anne Romayne Sparks, Barbara Lee Sparks,
Christina Louise Sparks, and John Woodruff Sparks
David R. Hodgman and Robert J. Currey, under the twelve 1990 Personal
Income Trusts established by Margaret L. Keon, Mary Lee Sparks, and
Richard Anthony Lumpkin, each dated April 20, 1990, one for the
benefit of each of Joseph John Keon III, Katherine Stoddert Keon, Lisa
Ann Keon, Margaret Lynley Keon, Pamela Keon Vitale, Susan Tamara Keon
DeWyngaert, Benjamin Iverson Lumpkin, Elizabeth Arabella Lumpkin, Anne
Romayne Sparks, Barbara Lee Sparks, Christina Louise Sparks, and John
Woodruff Sparks<PAGE>
CUSIP No. 582266 10 2 13D Page 38
Richard Anthony Lumpkin, as Trustee under the Richard Anthony Lumpkin
Trust 1990 Dynasty Trust
Mary Lee Sparks, individually
Richard Anthony Lumpkin, as Trustee under the Mary Lee Sparks 1990
Dynasty Trust
Richard Anthony Lumpkin and Christina Louise Sparks, as Trustees under
the Mary Lee Sparks Trust dated May 13, 1978
Benjamin Iverson Lumpkin and Elizabeth Arabella Lumpkin, as Trustees
under the Richard Anthony Lumpkin 1993 Grantor Retained Annuity Trust
Pamela K. Vitale and Joseph John Keon III, as Trustees under the
Margaret L. Keon 1993 Grantor Retained Annuity Trust
Anne Romayne Sparks, Barbara Lee Sparks, Christina Louise Sparks and
John Woodruff Sparks, as Trustees under the Mary Lee Sparks 1993
Grantor Retained Annuity Trust<PAGE>
CUSIP No. 582266 10 2 13D Page 39
EXHIBIT 2
POWER OF ATTORNEY, DATED JULY 14, 1997,
BY BENJAMIN I. LUMPKIN
(NOTICE: THE PURPOSE OF THIS POWER OF ATTORNEY IS TO GIVE THE
PERSON YOU DESIGNATE (YOUR "AGENT") BROAD POWERS TO HANDLE YOUR
PROPERTY, WHICH MAY INCLUDE POWERS TO PLEDGE, SELL OR OTHERWISE
DISPOSE OF ANY REAL OR PERSONAL PROPERTY WITHOUT ADVANCE NOTICE TO YOU
OR APPROVAL BY YOU. THIS FORM DOES NOT IMPOSE A DUTY ON YOUR AGENT TO
EXERCISE GRANTED POWERS; BUT WHEN POWERS ARE EXERCISED, YOUR AGENT
WILL HAVE TO USE DUE CARE TO ACT FOR YOUR BENEFIT AND IN ACCORDANCE
WITH THIS FORM AND KEEP A RECORD OF RECEIPTS, DISBURSEMENTS AND
SIGNIFICANT ACTIONS TAKEN AS AGENT. A COURT CAN TAKE AWAY THE POWERS
OF YOUR AGENT IF IT FINDS THE AGENT IS NOT ACTING PROPERLY. YOU MAY
NAME SUCCESSOR AGENTS UNDER THIS FORM BUT NOT CO-AGENTS. UNLESS YOU
EXPRESSLY LIMIT THE DURATION OF THIS POWER IN THE MANNER PROVIDED
BELOW, UNTIL YOU REVOKE THIS POWER OR A COURT ACTING ON YOUR BEHALF
TERMINATES IT, YOUR AGENT MAY EXERCISE THE POWERS GIVEN HERE
THROUGHOUT YOUR LIFETIME, EVEN AFTER YOU BECOME DISABLED. THE POWERS
YOU GIVE YOUR AGENT ARE EXPLAINED MORE FULLY IN SECTION 3-4 OF THE
ILLINOIS "STATUTORY SHORT FORM POWER OF ATTORNEY FOR PROPERTY LAW" OF
WHICH THIS FORM IS A PART (SEE THE BACK OF THIS FORM). THAT LAW
EXPRESSLY PERMITS THE USE OF ANY DIFFERENT FORM OF POWER OF ATTORNEY
YOU MAY DESIRE. IF THERE IS ANYTHING ABOUT THIS FORM THAT YOU DO NOT
UNDERSTAND, YOU SHOULD ASK A LAWYER TO EXPLAIN IT TO YOU.)
POWER OF ATTORNEY made this 14th day of July , 1997
-------- ---------- ----
(month) (year)
1. I, BENJAMIN I. LUMPKIN, Mattoon, Illinois,
------------------------------------------------------------
(insert name and address of principal)
hereby appoint: my father, RICHARD A. LUMPKIN, Mattoon, Illinois,
--------------------------------------------------
(insert name and address of agent)<PAGE>
CUSIP No. 582266 10 2 13D Page 40
as my attorney-in-fact (my "agent") to act for me and in my name (in
any way I could act in person) with respect to the following powers,
as defined in Section 3-4 of the "Statutory Short Form Power Of
Attorney For Property Law" (including all amendments), but subject to
any limitations on or additions to the specified powers inserted in
paragraph 2 or 3 below:
(YOU MUST STRIKE OUT ANY ONE OR MORE OF THE FOLLOWING CATEGORIES OF
POWERS YOU DO NOT WANT YOUR AGENT TO HAVE. FAILURE TO STRIKE THE
TITLE OF ANY CATEGORY WILL CAUSE THE POWERS DESCRIBED IN THAT CATEGORY
TO BE GRANTED TO THE AGENT. TO STRIKE OUT A CATEGORY YOU MUST DRAW A
LINE THROUGH THE TITLE OF THAT CATEGORY.)
(a) Real estate (f) Insurance and (k) Commodity and
transactions. annuity option
(b) Financial transactions. transactions.
institution (g) Retirement plan (l) Business
transactions. transactions. operations.
(c) Stock and bond (h) Social Security, (m) Borrowing
transactions. employment and transactions.
(d) Tangible personal military service (n) Estate
property benefits. transactions.
transactions. (i) Tax matters. (o) All other property
(e) Safe deposit box (j) Claims and powers and
transactions. litigation. transactions.
(LIMITATIONS ON AND ADDITIONS TO THE AGENT'S POWERS MAY BE INCLUDED IN
THIS POWER OF ATTORNEY IF THEY ARE SPECIFICALLY DESCRIBED BELOW.)
2. The powers granted above shall not include the following
powers or shall be modified or limited in the following particulars
(here you may include any specific limitations you deem appropriate,
such as a prohibition or conditions on the sale of particular stock or
real estate or special rules on borrowing by the agent):
______________________________________________________________________
3. In addition to the powers granted above, I grant my agent
the following powers (here you may add any other delegable powers
including, without limitation, power to make gifts, exercise powers of
appointment, name or change beneficiaries or joint tenants or revoke
or amend any trust specifically referred to below):<PAGE>
CUSIP No. 582266 10 2 13D Page 41
To execute trust documents and to sign insurance
----------------------------------------------------------------------
illustrations and applications.
-------------------------------
(YOUR AGENT WILL HAVE AUTHORITY TO EMPLOY OTHER PERSONS AS NECESSARY
TO ENABLE THE AGENT TO PROPERLY EXERCISE THE POWERS GRANTED IN THIS
FORM, BUT YOUR AGENT WILL HAVE TO MAKE ALL DISCRETIONARY DECISIONS. IF
YOU WANT TO GIVE YOUR AGENT THE RIGHT TO DELEGATE DISCRETIONARY
DECISION-MAKING POWERS TO OTHERS, YOU SHOULD KEEP THE NEXT SENTENCE,
OTHERWISE IT SHOULD BE STRUCK OUT.)
4. My agent shall have the right by written instrument to
delegate any or all of the foregoing powers involving discretionary
decision-making to any person or persons whom my agent may select, but
such delegation may be amended or revoked by any agent (including any
successor) named by me who is acting under this power of attorney at
the time of reference.
(YOUR AGENT WILL BE ENTITLED TO REIMBURSEMENT FOR ALL REASONABLE
EXPENSES INCURRED IN ACTING UNDER THIS POWER OF ATTORNEY. STRIKE OUT
THE NEXT SENTENCE IF YOU DO NOT WANT YOUR AGENT TO ALSO BE ENTITLED TO
REASONABLE COMPENSATION FOR SERVICES AS AGENT.)
5. My agent shall be entitled to reasonable compensation for
services rendered as agent under this power of attorney.
(THIS POWER OF ATTORNEY MAY BE AMENDED OR REVOKED BY YOU AT ANY TIME
AND IN ANY MANNER. ABSENT AMENDMENT OR REVOCATION, THE AUTHORITY
GRANTED IN THIS POWER OF ATTORNEY WILL BECOME EFFECTIVE AT THE TIME
THIS POWER IS SIGNED AND WILL CONTINUE UNTIL YOUR DEATH UNLESS A
LIMITATION ON THE BEGINNING DATE OR DURATION IS MADE BY INITIALING AND
COMPLETING EITHER (OR BOTH) OF THE FOLLOWING:)
6. ( ) This power of attorney shall become effective
on ___________________________________________________________________
(insert a future date or event during your lifetime,
such as court determination of your disability, when
you want this power to first take effect)
7. ( ) This power of attorney shall terminate on<PAGE>
CUSIP No. 582266 10 2 13D Page 42
______________________________________________________________________
(insert a future date or event, such as court determination of your
disability, when you want this power to terminate prior to your death)
(IF YOU WISH TO NAME SUCCESSOR AGENTS, INSERT THE NAME(S) AND
ADDRESS(ES) OF SUCH SUCCESSOR(S) IN THE FOLLOWING PARAGRAPH.)
8. If any agent named by me shall die, become incompetent,
resign or refuse to accept the office of agent, I name the following
(each to act alone and successively, in the order named) as
successor(s) to such agent: ________________________________________.
For purposes of this paragraph 8, a person shall be considered to be
incompetent if and while the person is a minor or an adjudicated
incompetent or disabled person or the person is unable to give prompt
and intelligent consideration to business matters, as certified by a
licensed physician.
(IF YOU WISH TO NAME YOUR AGENT AS GUARDIAN OF YOUR ESTATE, IN THE
EVENT A COURT DECIDES THAT ONE SHOULD BE APPOINTED, YOU MAY, BUT ARE
NOT REQUIRED TO, DO SO BY RETAINING THE FOLLOWING PARAGRAPH. THE COURT
WILL APPOINT YOUR AGENT IF THE COURT FINDS THAT SUCH APPOINTMENT WILL
SERVE YOUR BEST INTERESTS AND WELFARE. STRIKE OUT PARAGRAPH 9 IF YOU
DO NOT WANT YOUR AGENT TO ACT AS GUARDIAN.)
9. If a guardian of my estate or my property is to be
appointed, I nominate the agent acting under this power of attorney as
such guardian, to serve without bond or security.
10. I am fully informed as to all the contents of this form and
understand the full import of this grant of powers to my agent.
Signed s/Benjamin I. Lumpkin
_________________________________
Benjamin I. Lumpkin (principal)
(YOU MAY, BUT ARE NOT REQUIRED TO, REQUEST YOUR AGENT (AND SUCCESSOR
AGENTS) TO PROVIDE SPECIMEN SIGNATURES BELOW. IF YOU INCLUDE SPECIMEN
SIGNATURES IN THIS POWER OF ATTORNEY, YOU MUST COMPLETE THE
CERTIFICATION OPPOSITE THE SIGNATURES OF THE AGENTS.)<PAGE>
CUSIP No. 582266 10 2 13D Page 43
Specimen signatures of agent (and I certify that the signatures of
successors): my agent (and successors) are
correct.
s/ Richard A. Lumpkin s/ Benjamin I. Lumpkin
--------------------------------- ---------------------------------
Richard A. Lumpkin (agent) Benjamin I. Lumpkin (principal)
_________________________________ _________________________________
(successor agent) (principal)
_________________________________ _________________________________
(principal)
(THIS POWER OF ATTORNEY WILL NOT BE EFFECTIVE UNLESS IT IS NOTARIZED,
USING THE FORM BELOW.)
State of Illinois )
) SS:
County of Cook )
The undersigned, a notary public in and for the above county and
state, certifies that BENJAMIN I. LUMPKIN, known to me to be the same
person whose name is subscribed as principal to the foregoing power of
attorney, appeared before me in person and acknowledged signing and
delivering the instrument as the free and voluntary act of the
principal, for the uses and purposes therein set forth and certified
to the correctness of the signature(s) of the agent(s).
Dated: July 14, 1997 s/ Janet L. Hodapp
----------------------- --------------------------------
(Seal) Notary
My commission expires: Apr. 20, 1998
-------------
This document was prepared by: Debra L. Stetter, Schiff Hardin &
Waite, 7200 Sears Tower, Chicago, Illinois 60606<PAGE>
CUSIP No. 582266 10 2 13D Page 44
SECTION 3-4 OF THE ILLINOIS STATUTORY SHORT FORM
POWER OF ATTORNEY FOR PROPERTY LAW
Section 3-4. EXPLANATION OF POWERS granted in the statutory
short form power of attorney for property. This Section defines each
category of powers listed in the statutory short form power of
attorney for property and the effect of granting powers to an agent.
When the title of any of the following categories is retained (not
struck out) in a statutory property power form, the effect will be to
grant the agent all of the principal's rights, powers and discretions
with respect to the types of property and transactions covered by the
retained category, subject to any limitations on the granted powers
that appear on the face of the form. The agent will have authority to
exercise each granted power for and in the name of the principal with
respect to all of the principal's interests in every type of property
or transaction covered by the granted power at the time of exercise,
whether the principal's interests are direct or indirect, whole or
fractional, legal, equitable or contractual, as a joint tenant or
tenant in common or held in any other form; but the agent will not
have power under any of the statutory categories (a) through (o) to
make gifts of the principal's property, to exercise powers to appoint
to others or to change any beneficiary whom the principal has
designated to take the principal's interests at death under any will,
trust, joint tenancy, beneficiary form or contractual arrangement. The
agent will be under no duty to exercise granted powers or to assume
control of or responsibility for the principal's property or affairs;
but when granted powers are exercised, the agent will be required to
use due care to act for the benefit of the principal in accordance
with the terms of the statutory property power and will be liable for
negligent exercise. The agent may act in person or through others
reasonably employed by the agent for that purpose and will have
authority to sign and deliver all instruments, negotiate and enter
into all agreements and do all other acts reasonably necessary to
implement the exercise of the powers granted to the agent.
(a) REAL ESTATE TRANSACTIONS. The agent is authorized to: buy,
sell, exchange, rent and lease real estate (which term includes,
without limitation, real estate subject to a land trust and all
beneficial interests in and powers of direction under any land trust);
collect all rent, sale proceeds and earnings from real estate; convey,
assign and accept title to real estate; grant easements, create
conditions and release rights of homestead with respect to real
estate; create land trusts and exercise all powers under land trusts;
hold, possess, maintain, repair, improve, subdivide, manage, operate<PAGE>
CUSIP No. 582266 10 2 13D Page 45
and insure real estate; pay, contest, protest and compromise real
estate taxes and assessments; and, in general, exercise all powers
with respect to real estate which the principal could if present and
under no disability.
(b) FINANCIAL INSTITUTION TRANSACTIONS. The agent is
authorized to: open, close, continue and control all accounts and
deposits in any type of financial institution (which term includes,
without limitation, banks, trust companies, savings and building and
loan associations, credit unions and brokerage firms); deposit in and
withdraw from and write checks on any financial institution account or
deposit; and, in general, exercise all powers with respect to
financial institution transactions which the principal could if
present and under no disability.
(c) STOCK AND BOND TRANSACTIONS. The agent is authorized to: buy
and sell all types of securities (which term includes, without
limitation, stocks, bonds, mutual funds and all other types of
investment securities and financial instruments); collect, hold and
safekeep all dividends, interest, earnings, proceeds of sale,
distributions, shares, certificates and other evidences of ownership
paid or distributed with respect to securities; exercise all voting
rights with respect to securities in person or by proxy, enter into
voting trusts and consent to limitations on the right to vote; and, in
general, exercise all powers with respect to securities which the
principal could if present and under no disability.
(d) TANGIBLE PERSONAL PROPERTY TRANSACTIONS. The agent is
authorized to: buy and sell, lease, exchange, collect, possess and
take title to all tangible personal property; move, store, ship,
restore, maintain, repair, improve, manage, preserve, insure and
safekeep tangible personal property; and, in general, exercise all
powers with respect to tangible personal property which the principal
could if present and under no disability.
(e) SAFE DEPOSIT BOX TRANSACTIONS. The agent is authorized to:
open, continue and have access to all safe deposit boxes; sign, renew,
release or terminate any safe deposit contract; drill or surrender any
safe deposit box; and, in general, exercise all powers with respect to
safe deposit matters which the principal could if present and under no
disability.
(f) INSURANCE AND ANNUITY TRANSACTIONS. The agent is authorized
to: procure, acquire, continue, renew, terminate or otherwise deal<PAGE>
CUSIP No. 582266 10 2 13D Page 46
with any type of insurance or annuity contract (which terms include,
without limitation, life, accident, health, disability, automobile
casualty, property or liability insurance); pay premiums or
assessments on or surrender and collect all distributions, proceeds or
benefits payable under any insurance or annuity contract; and, in
general, exercise all powers with respect to insurance and annuity
contracts which the principal could if present and under no
disability.
(g) RETIREMENT PLAN TRANSACTIONS. The agent is authorized to:
contribute to, withdraw from and deposit funds in any type of
retirement plan (which term includes, without limitation, any tax
qualified or nonqualified pension, profit sharing, stock bonus,
employee savings and other retirement plan, individual retirement
account, deferred compensation plan and any other type of employee
benefit plan); select and change payment options for the principal
under any retirement plan; make rollover contributions from any
retirement plan to other retirement plans or individual retirement
accounts; exercise all investment powers available under any type of
self-directed retirement plan; and, in general, exercise all powers
with respect to retirement plans and retirement plan account balances
which the principal could if present and under no disability.
(h) SOCIAL SECURITY, UNEMPLOYMENT AND MILITARY SERVICE BENEFITS.
The agent is authorized to: prepare, sign and file any claim or
application for Social Security, unemployment or military service
benefits; sue for, settle or abandon any claims to any benefit or
assistance under any federal, state, local or foreign statute or
regulation; control, deposit to any account, collect, receipt for, and
take title to and hold all benefits under any Social Security,
unemployment, military service or other state, federal, local or
foreign statute or regulation; and, in general, exercise all powers
with respect to Social Security, unemployment, military service and
governmental benefits which the principal could if present and under
no disability.
(i) TAX MATTERS. The agent is authorized to: sign, verify and
file all the principal's federal, state and local income, gift,
estate, property and other tax returns, including joint returns and
declarations of estimated tax; pay all taxes; claim, sue for and
receive all tax refunds; examine and copy all the principal's tax
returns and records; represent the principal before any federal, state
or local revenue agency or taxing body and sign and deliver all tax
powers of attorney on behalf of the principal that may be necessary<PAGE>
CUSIP No. 582266 10 2 13D Page 47
for such purposes; waive rights and sign all documents on behalf of
the principal as required to settle, pay and determine all tax
liabilities; and, in general, exercise all powers with respect to tax
matters which the principal could if present and under no disability.
(j) CLAIMS AND LITIGATION. The agent is authorized to:
institute, prosecute, defend, abandon, compromise, arbitrate, settle
and dispose of any claim in favor of or against the principal or any
property interests of the principal; collect and receipt for any claim
or settlement proceeds and waive or release all rights of the
principal; employ attorneys and others and enter into contingency
agreements and other contracts as necessary in connection with
litigation; and, in general, exercise all powers with respect to
claims and litigation which the principal could if present and under
no disability.
(k) COMMODITY AND OPTION TRANSACTIONS. The agent is authorized
to: buy, sell, exchange, assign, convey, settle and exercise
commodities futures contracts and call and put options on stocks and
stock indices traded on a regulated options exchange and collect and
receipt for all proceeds of any such transactions; establish or
continue option accounts for the principal with any securities or
futures broker; and, in general, exercise all powers with respect to
commodities and options which the principal could if present and under
no disability.
(l) BUSINESS OPERATIONS. The agent is authorized to: organize or
continue and conduct any business (which term includes, without
limitation, any farming, manufacturing, service, mining, retailing or
other type of business operation) in any form, whether as a
proprietorship, joint venture, partnership, corporation, trust or
other legal entity; operate, buy, sell, expand, contract, terminate or
liquidate any business; direct, control, supervise, manage or
participate in the operation of any business and engage, compensate
and discharge business managers, employees, agents, attorneys,
accountants and consultants; and, in general, exercise all powers with
respect to business interests and operations which the principal could
if present and under no disability.
(m) BORROWING TRANSACTIONS. The agent is authorized to: borrow
money; mortgage or pledge any real estate or tangible or intangible
personal property as security for such purposes; sign, renew, extend,
`pay and satisfy any notes or other forms of obligation; and, in
general, exercise all powers with respect to secured and unsecured<PAGE>
CUSIP No. 582266 10 2 13D Page 48
borrowing which the principal could if present and under no
disability.
(n) ESTATE TRANSACTIONS. The agent is authorized to: accept,
receipt for, exercise, release, reject, renounce, assign, disclaim,
demand, sue for, claim and recover any legacy, bequest, devise, gift
or other property interest or payment due or payable to or for the
principal; assert any interest in and exercise any power over any
trust, estate or property subject to fiduciary control; establish a
revocable trust solely for the benefit of the principal that
terminates at the death of the principal and is then distributable to
the legal representative of the estate of the principal; and, in
general, exercise all powers with respect to estates and trusts which
the principal could if present and under no disability; provided,
however, that the agent may not make or change a will and may not
revoke or amend a trust revocable or amendable by the principal or
require the trustee of any trust for the benefit of the principal to
pay income or principal to the agent unless specific authority to that
end is given, and specific reference to the trust is made, in the
statutory property power form.
(o) ALL OTHER PROPERTY POWERS AND TRANSACTIONS. The agent is
authorized to: exercise all possible powers of the principal with
respect to all possible types of property and interests in property,
except to the extent the principal limits the generality of this
category (o) by striking out one or more of categories (a) through (n)
or by specifying other limitations in the statutory property power
form.<PAGE>
