UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of
1934, Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
(Last) (First) (Middle) Lumpkin, Richard A.
(Street) 121 South 17th Street
(City) (State) (Zip) Mattoon, Illinois 61938
2. Date of Event Requiring Statement (Month/Day/Year)
09/24/97
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
McLeodUSA Incorporated
MCLD
5. Relationship of Reporting Person(s) to Issuer (Check all
applicable)
(X) Director ( ) 10% Owner (X) Officer (give title below)
(X) Other (specify below)
Vice Chairman
Member of 13(d) group owning more than 10%
6. If Amendment, Date of Original (Month/Day/Year)
10/6/97 (filing date)
7. Individual or Joint/Group Filing (Check Applicable Line)
( ) Form filed by One Reporting Person
(X) Form filed by More than One Reporting Person
<PAGE> 2
Table I -- Non-Derivative Securities Beneficially Owned
<TABLE>
<CAPTION>
1. Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of
Beneficially Owned Direct (D) or Indirect
Indirect (I) Beneficial Ownership
<S> <C> <C> <C>
Class A Common Stock 100,190 I By Trust Agreement dated
May 13, 1978 f/b/o
Richard Anthony Lumpkin
332,209 I By Trust Agreement dated
May 13, 1978 f/b/o Mary
Lee Sparks
55,088 I By Richard Adamson
Lumpkin Grandchildren's
Trust dated 9/5/80 f/b/o
Benjamin Iverson Lumpkin
55,088 I By Richard Adamson
Lumpkin Grandchildren's
Trust dated 9/5/80 f/b/o
Elizabeth Arabella
Lumpkin
410,965 I By Trust named for
Benjamin Iverson Lumpkin
created under the Mary
Green Lumpkin Gallo
Trust Agreement dated
December 29, 1989
410,965 I By Trust named for
Elizabeth Arabella
Lumpkin created under
the Mary Green Lumpkin
Gallo Trust Agreement
dated December 29, 1989
210,937 I By Trust Agreement dated
May 13, 1978 f/b/o
Richard Anthony Lumpkin
96,656 (A) I By Richard Anthony
Lumpkin 1993 Grantor
Retained Annuity Trust
734,701 I By Richard Anthony
Lumpkin 1990 Personal
Income Trust for the
Benefit of Benjamin
Iverson Lumpkin dated
April 20, 1990
<PAGE> 3
1. Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of
Beneficially Owned Direct (D) or Indirect
Indirect (I) Beneficial Ownership
734,701 I By Richard Anthony
Lumpkin 1990 Personal
Income Trust for the
Benefit of Elizabeth
Arabella Lumpkin dated
April 20, 1990
1,822 I By Richard Anthony
Lumpkin Trust under the
Trust Agreement dated
February 6, 1970
60,619 I By Margaret Anne Keon
Trust under the Trust
Agreement dated February
6, 1970
107,030 I By Mary Lee Sparks Trust
under the Trust
Agreement dated February
6, 1970
</TABLE>
Table II -- Derivative Securities Beneficially Owned
<TABLE>
<CAPTION>
2. Date 3. Title and 5. Ownership
Exercisable Amount of Form of
and Expiration Underlying Derivative
Date (Month/ Securities Security:
Day/Year)
1. Title Date Expira- Title Amount 4. Direct Indirect 6. Nature
of Exer- tion or Conversion (D) (i) of Indirect
Derivative cisable Date Number or Exercise Beneficial
Security of Price of Ownership
Shares Derivative
Security
<S> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Explanation of Responses:
For purposes of Section 13(d) of the Securities Exchange Act, each
of the joint filers is a member of a group that together owns more than 10%
of the Issuer's Class A Common Stock. Except as indicated in the following
note, the securities shown in Table I are beneficially owned for purposes of
Rule 16a-1(a)(2) by Richard A. Lumpkin and not by either of the other joint
filers.
<PAGE> 4
(A) Beneficially owned for purposes of Rule 16a-1(a)(2) by Benjamin I.
Lumpkin and Elizabeth A. Lumpkin.
SIGNATURE OF REPORTING PERSON(S):
Richard A. Lumpkin
JOINT FILER INFORMATION
Name: Benjamin I. Lumpkin
Address: Casilla 52908
Correo Central
Santiage, Chile
Designated Filer: Richard A. Lumpkin
Issuer & Ticker Symbol: McLeodUSA Incorporated
MCLD
Date of Event Requiring Statement: September 24, 1997
Signature: Benjamin I. Lumpkin
JOINT FILER INFORMATION
Name: Elizabeth A. Lumpkin
Address: 109 S. Humphrey Avenue, #3N
Oak Park, Illinois 60302
Designated Filer: Richard A. Lumpkin
Issuer & Ticker Symbol: McLeodUSA Incorporated
MCLD
Date of Event Requiring Statement: September 24, 1997
Signature: Elizabeth A. Lumpkin
DATE:
January 9, 1998
Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).