<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2 )*
-----
McLeodUSA Incorporated
----------------------
(Name of Issuer)
Class A Common Stock
--------------------
(Title of Class of Securities)
582266 10 2
-----------
(CUSIP Number)
Laura J. Hahn, c/o McLeodUSA
----------------------------
Incorporated, McLeodUSA Technology Park, 6400 C Street, SW, P.O. Box 3177,
-----------------------------------------------------------------------------
Cedar Rapids, IA 52406-3177 (319) 364-0000
------------------------------------------
(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>
SCHEDULE 13D
- ---------------------- ------------------
CUSIP No. 582266 10 2 Page 2 of 15 Pages
- ---------------------- ------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clark E. McLeod
c/o McLeodUSA Incorporated
McLeodUSA Technology Park
6400 C Street, SW, P.O. Box 3177
Cedar Rapids, Iowa 52406-3177
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
4,760,759
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,569,975 See Item 5
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,760,759
PERSON ------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
250,000
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
9,330,734
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.0% /1/
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
/1/ Includes shares owned by Mary E. McLeod which represent approximately 7.4%
of the shares of Class A Common Stock of McLeodUSA Incorporated outstanding as
of January 31, 1998.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ---------------------- -------------------
CUSIP No. 582266 10 2 Page 3 of 15 Pages
- ---------------------- -------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mary E. McLeod
c/o McLeodUSA Incorporated
McLeodUSA Technology Park
6400 C Street, SW, P.O. Box 3177
Cedar Rapids, Iowa 52406-3177
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,569,975 See Item 5
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,319,975
PERSON ------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
250,000
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,569,975
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP No. 582266 10 2 Page 4 of 15 Pages
- ---------------------- -------------------
This statement amends the Schedule 13D filed by Clark E. McLeod and
his wife, Mary E. McLeod (collectively, the "Reporting Persons") with the
Securities and Exchange Commission (the "Commission") on June 24, 1996, as
amended by Amendment No. 1 to the Schedule 13D, filed with the Commission on
April 10, 1997 (collectively, the "Amended 13D Filings"), relating to McLeodUSA
Incorporated's (the "Company") Class A Common Stock, par value $.01 (the "Class
A Common Stock").
Item 1. Security and Issuer
-------------------
Item 1 is hereby amended and restated in its entirety as follows:
This statement relates to the Class A Common Stock of the Company.
The Company is a Delaware corporation whose principal executive offices are
located at McLeodUSA Technology Park, 6400 C Street, SW, P.O. Box 3177, Cedar
Rapids, Iowa 52406-3177.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Item 3 is hereby amended by adding the following supplemental
information:
On February 11, 1997, Clark E. McLeod exercised options granted to him
by the Company and acquired 172,298 shares of Class A Common Stock for a
purchase price of $.29 per share. The funds used to purchase these shares came
from the Reporting Persons' personal funds.
Item 4. Purpose of Transaction
----------------------
Item 4 is hereby amended by adding the following supplemental
information:
The Reporting Persons have acquired the shares of Class A Common Stock
described in Item 3 above for investment. The Reporting Persons may, from time
to time, depending upon market conditions and other factors deemed relevant by
the Reporting Persons, acquire or dispose of additional shares of Class A Common
Stock.
Except as described in this Schedule 13D report, the Reporting Persons
have no present plans or proposals that relate to or would result in any of the
actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 is hereby amended and restated in its entirety as follows:
(a) As of January 31, 1998, Clark E. McLeod beneficially owns an
aggregate of 9,330,734 shares of Class A Common Stock which represents
approximately 15.0% of the shares of Class A Common Stock outstanding on
January 31, 1998. The shares beneficially owned by Clark E. McLeod include
4,319,975 shares held of record by Mary E. McLeod and also include 125,000
shares of Class A Common Stock held by the Clark E. McLeod Unitary Trust and
125,000 shares of Class A Common Stock held by the Mary E. McLeod Unitary Trust
for which Mr. McLeod is trustee and over which Mr. McLeod has shared voting and
dispositive power. Mary E. McLeod has granted Clark E. McLeod a power of
attorney to vote her respective shares. The amount reported as beneficially
owned by Clark E. McLeod also includes 272,814 shares of Class A Common Stock
that Mr. McLeod has the right to purchase within 60 days pursuant to outstanding
options.
As of January 31, 1998, Mary E. McLeod beneficially owns an aggregate
of 4,569,975 shares of Class A Common Stock which represents approximately 7.4%
of the shares of Class A Common Stock outstanding on January 31, 1998. The
shares beneficially owned by Mary E. McLeod include 125,000 shares of Class A
Common Stock held by the Clark E. McLeod Unitary Trust and 125,000 shares of
Class A Common Stock held by the Mary E. McLeod Unitary Trust for which Mrs.
McLeod is a trustee and over which Mrs. McLeod has shared voting and dispositive
power.
<PAGE>
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CUSIP No. 582266 10 2 Page 5 of 15 Pages
- ---------------------- -------------------
As a result of a Stockholders' Agreement (as defined in Item 6 below)
by and among the Reporting Persons, Richard A. Lumpkin on behalf of each of the
former shareholders of Consolidated Communications Inc. ("CCI") (collectively,
the "Former CCI Shareholders"), Midwest Capital Group, Inc. ("MCG"), MWR
Investments Inc. ("MWR"), and IES Investments Inc. ("IES") (collectively, the
"Principal Stockholders"), the Principal Stockholders may be deemed to comprise
a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934. Collectively, this group beneficially owns a total of 36,166,483 shares of
Class A Common Stock which represents approximately 56.8% of the shares of Class
A Common Stock outstanding on January 31, 1998. This number includes 1,300,688
shares of Class B Common Stock that IES has the right to purchase pursuant to
options and 272,814 shares of Class A Common Stock that Mr. McLeod has the right
to purchase within sixty days of January 31, 1998 pursuant to options.
The following table sets forth information regarding the shares of
Class A Common Stock beneficially owned by the Reporting Persons and the other
Principal Stockholders. Except as indicated, beneficial ownership by the
Principal Stockholders who are Former CCI Shareholders reflects their status as
trustees of the respective trusts set forth opposite their names in the table,
and is based on the most recent Schedule 13D or amendment thereto filed on their
behalf that has come to the attention of the Reporting Persons. The information
set forth in the table with respect to the beneficial ownership of 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.
<TABLE>
<CAPTION>
PERCENT OF
VOTING AND NUMBER OF SHARES OUTSTANDING
REPORTING PERSONS TRUST DISPOSITIVE OF CLASS A CLASS A
POWERS COMMON STOCK COMMON STOCK
<S> <C> <C> <C> <C>
Clark E. McLeod N/A Sole and Shared 9,330,734 15.1
Mary E. McLeod N/A Shared 4,569,975 7.4
</TABLE>
<TABLE>
<CAPTION>
PERCENT OF
OTHER PRINCIPAL VOTING AND NUMBER OF SHARES OUTSTANDING
STOCKHOLDERS TRUST DISPOSITIVE OF CLASS A CLASS A
POWERS COMMON STOCK COMMON STOCK
<S> <C> <C> <C> <C>
Richard A. Lumpkin Trust Agreement dated May Shared 311,127 0.5
(settlor and trustee) 13, 1978 f/b/o Richard
Anthony Lumpkin
Mary Lee Sparks Trust Agreement dated May Shared 332,209 0.5
(settlor), Richard A. 13, 1978 f/b/o Mary Lee
Lumpkin and Christina Sparks
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
</TABLE>
<PAGE>
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CUSIP No. 582266 10 2 Page 6 of 15 Pages
- ---------------------- -------------------
<TABLE>
<CAPTION>
PERCENT OF
OTHER PRINCIPAL VOTING AND NUMBER OF SHARES OUTSTANDING
STOCKHOLDERS TRUST DISPOSITIVE OF CLASS A CLASS A
POWERS COMMON STOCK COMMON STOCK
<S> <C> <C> <C> <C>
Richard A. Lumpkin Richard Adamson Lumpkin Shared 23,603 0.00
Grandchildren's Trust
dated 9/5/80 f/b/o
Katherine Stoddert Keon
Richard A. Lumpkin Richard Adamson Lumpkin Shared 23,603 0.00
Grandchildren's Trust
dated 9/5/80 f/b/o Lisa
Anne Keon
Richard A. Lumpkin Richard Adamson Lumpkin Shared 23,603 0.00
Grandchildren's Trust
dated 9/5/80 f/b/o
Margaret Lynley Keon
Richard A. Lumpkin Richard Adamson Lumpkin Shared 23,603 0.00
Grandchildren's Trust
dated 9/5/80 f/b/o Pamela
Keon Vitale
Richard A. Lumpkin Richard Adamson Lumpkin Shared 23,603 0.00
Grandchildren's Trust
dated 9/5/80 f/b/o Susan
Tamara Keon
Richard A. Lumpkin Richard Adamson Lumpkin Shared 55,088 0.1
Grandchildren's Trust
dated 9/5/80 f/b/o
Benjamin Iverson Lumpkin
Richard A. Lumpkin Richard Adamson Lumpkin Shared 55,088 0.1
Grandchildren's Trust
dated 9/5/80 f/b/o
Elizabeth Arabella Lumpkin
</TABLE>
<PAGE>
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CUSIP No. 582266 10 2 Page 7 of 15 Pages
- ---------------------- -------------------
<TABLE>
<CAPTION>
PERCENT OF
OTHER PRINCIPAL VOTING AND NUMBER OF SHARES OUTSTANDING
STOCKHOLDERS TRUST DISPOSITIVE OF CLASS A CLASS A
POWERS COMMON STOCK COMMON STOCK
<S> <C> <C> <C> <C>
Richard A. Lumpkin Richard Adamson Lumpkin Shared 31,476 0.1
Grandchildren's Trust
dated 9/5/80 f/b/o Anne
Romayne Sparks
Richard A. Lumpkin Richard Adamson Lumpkin Shared 31,476 0.1
Grandchildren's Trust
dated 9/5/80 f/b/o
Barbara Lee Sparks
Richard A. Lumpkin Richard Adamson Lumpkin Shared 31,476 0.1
Grandchildren's Trust
dated 9/5/80 f/b/o
Christina Louise Sparks
Richard A. Lumpkin Richard Adamson Lumpkin Shared 31,476 0.1
Grandchildren's Trust
dated 9/5/80 f/b/o John
Woodruff Sparks
Richard A. Lumpkin Trust named for Joseph Shared 256,291 0.4
John Keon III created
under the Mary Green
Lumpkin Gallo Trust
Agreement dated
December 29, 1989
Richard A. Lumpkin Trust named for Katherine Shared 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 Shared 256,291 0.4
Keon created under the
Mary Green Lumpkin Gallo
Trust Agreement dated
December 29, 1989
</TABLE>
<PAGE>
- ---------------------- -------------------
CUSIP No. 582266 10 2 Page 8 of 15 Pages
- ---------------------- -------------------
<TABLE>
<CAPTION>
PERCENT OF
OTHER PRINCIPAL VOTING AND NUMBER OF SHARES OUTSTANDING
STOCKHOLDERS TRUST DISPOSITIVE OF CLASS A CLASS A
POWERS COMMON STOCK COMMON STOCK
<S> <C> <C> <C> <C>
Richard A. Lumpkin Trust named for Margaret Shared 256,291 0.4
Lynley Keon created under
the Mary Green Lumpkin
Gallo Trust Agreement
dated December 29, 1989
Richard A. Lumpkin Trust named for Pamela Shared 256,291 0.4
Keon Vitale created under
the Mary Green Lumpkin
Gallo Trust Agreement
dated December 29, 1989
Richard A. Lumpkin Trust named for Susan Shared 256,291 0.4
Tamara Keon created under
the Mary Green Lumpkin
Gallo Trust Agreement
dated December 29, 1989
Richard A. Lumpkin Trust named for Benjamin Shared 410,965 0.7
Iverson Lumpkin created
under the Mary Green
Lumpkin Gallo Trust
Agreement dated December
29, 1989
Richard A. Lumpkin Trust named for Elizabeth Shared 410,965 0.7
Arabella Lumpkin created
under the Mary Green
Lumpkin Gallo Trust
Agreement dated December
29, 1989
</TABLE>
<PAGE>
- ---------------------- -------------------
CUSIP No. 582266 10 2 Page 9 of 15 Pages
- ---------------------- -------------------
<TABLE>
<CAPTION>
PERCENT OF
OTHER PRINCIPAL VOTING AND NUMBER OF SHARES OUTSTANDING
STOCKHOLDERS TRUST DISPOSITIVE OF CLASS A CLASS A
POWERS COMMON STOCK COMMON STOCK
<S> <C> <C> <C> <C>
Richard A. Lumpkin Trust named for Anne Shared 294,959 0.5
Romayne Sparks created
under the Mary Green
Lumpkin Gallo Trust
Agreement dated December
29, 1989
Richard A. Lumpkin Trust named for Barbara Shared 294,959 0.5
Lee Sparks created under
the Mary Green Lumpkin
Gallo Trust Agreement
dated December 29, 1989
Richard A. Lumpkin Trust named for Christina Shared 294,959 0.5
Louise Sparks created
under the Mary Green
Lumpkin Gallo Trust
Agreement dated December
29, 1989
Richard A. Lumpkin Trust named for John Shared 294,959 0.5
Woodruff Sparks created
under the Mary Green
Lumpkin Gallo Trust
Agreement dated December
29, 1989
Benjamin I. Lumpkin and Richard Anthony Lumpkin Shared 96,656 0.2
Elizabeth A. Lumpkin, 1993 Grantor Retained
Richard A. Lumpkin's Annuity Trust
Spouse (right until
12/31/97 to acquire
corpus of trust for
equivalent value)
Mary Lee Sparks N/A Sole 196,678 0.3
</TABLE>
<PAGE>
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CUSIP No. 582266 10 2 Page 10 of 15 Pages
- ---------------------- --------------------
<TABLE>
<CAPTION>
PERCENT OF
OTHER PRINCIPAL VOTING AND NUMBER OF SHARES OUTSTANDING
STOCKHOLDERS TRUST DISPOSITIVE OF CLASS A CLASS A
POWERS COMMON STOCK COMMON STOCK
<S> <C> <C> <C> <C>
Anne Sparks Whitten, Mary Lee Sparks 1993 Shared 89,438 0.1
Barbara Sparks Grantor Retained Annuity
Federico, Christina Trust
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 Sole 508,061 0.8
(settlor and trustee) Trust dated May 13, 1978
Pamela K. Vitale and Margaret Lumpkin Keon Shared 96,346 0.2
Joseph J. Keon III, 1993 Grantor Retained
Richard A. Lumpkin Annuity Trust
(right until 12/31/97
to acquire corpus of
trust for equivalent
value)
Robert J. Currey and Margaret L. Keon 1990 Shared 77,337 0.1
David R. Hodgman Personal Income Trust for
the Benefit of Joseph
John Keon III dated April
20, 1990
Robert J. Currey and Margaret L. Keon 1990 Shared 77,337 0.1
David R. Hodgman Personal Income Trust for
the Benefit of Katherine
Stoddert Keon dated April
20, 1990
Robert J. Currey and Margaret L. Keon 1990 Shared 77,337 0.1
David R. Hodgman Personal Income Trust for
the Benefit of Lisa Anne
Keon dated April 20, 1990
</TABLE>
<PAGE>
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CUSIP No. 582266 10 2 Page 11 of 15 Pages
- ---------------------- --------------------
<TABLE>
<CAPTION>
PERCENT OF
OTHER PRINCIPAL VOTING AND NUMBER OF SHARES OUTSTANDING
STOCKHOLDERS TRUST DISPOSITIVE OF CLASS A CLASS A
POWERS COMMON STOCK COMMON STOCK
<S> <C> <C> <C> <C>
Robert J. Currey and Margaret L. Keon 1990 Shared 77,337 0.1
David R. Hodgman Personal Income Trust for
the Benefit of Margaret
Lynley Keon dated April
20, 1990
Robert J. Currey and Margaret L. Keon 1990 Shared 77,337 0.1
David R. Hodgman Personal Income Trust for
the Benefit of Pamela
Keon Vitale dated April
20, 1990
Robert J. Currey and Margaret L. Keon 1990 Shared 77,337 0.1
David R. Hodgman Personal Income Trust for
the Benefit of Susan
Tamara Keon DeWyngaert
dated April 20, 1990
Robert J. Currey and Richard Anthony Lumpkin Shared 734,701 1.2
David R. Hodgman 1990 Personal Income
Trust for the Benefit of
Benjamin Iverson Lumpkin
dated April 20, 1990
Robert J. Currey and Richard Anthony Lumpkin Shared 734,701 1.2
David R. Hodgman 1990 Personal Income
Trust for the Benefit of
Elizabeth Arabella
Lumpkin dated April 20,
1990
Robert J. Currey and Mary Lee Sparks 1990 Shared 154,674 0.2
David R. Hodgman Personal Income Trust for
the Benefit of Anne
Romayne Sparks dated
April 20, 1990
Robert J. Currey and Mary Lee Sparks 1990 Shared 154,674 0.2
David R. Hodgman Personal Income Trust for
the Benefit of Barbara
Lee Sparks dated April
20, 1990
Robert J. Currey and Mary Lee Sparks 1990 Shared 154,674 0.2
David R. Hodgman Personal Income Trust for
the Benefit of Christina
Louise Sparks dated April
20, 1990
</TABLE>
<PAGE>
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CUSIP No. 582266 10 2 Page 12 of 15 Pages
- ---------------------- --------------------
<TABLE>
<CAPTION>
PERCENT OF
OTHER PRINCIPAL VOTING AND NUMBER OF SHARES OUTSTANDING
STOCKHOLDERS TRUST DISPOSITIVE OF CLASS A CLASS A
POWERS COMMON STOCK COMMON STOCK
<S> <C> <C> <C> <C>
Robert J. Currey and Mary Lee Sparks 1990 Shared 154,674 0.2
David R. Hodgman Personal Income Trust for
the Benefit of John
Woodruff Sparks dated
April 20, 1990
Bank One, Texas NA; Richard Anthony Lumpkin Shared 1,822 0.00
Richard A. Lumpkin Trust under the Trust
(power to direct Agreement dated February
investments) 6, 1970
Bank One, Texas NA; Margaret Anne Keon Trust Shared 60,619 0.1
Richard A. Lumpkin under the Trust Agreement
(power to direct dated February 6, 1970
investments)
Bank One, Texas NA; Mary Lee Sparks Trust Shared 107,030 0.2
Richard A. Lumpkin under the Trust Agreement
(power to direct dated February 6, 1970
investments)
The Lumpkin Foundation N/A Sole 219,280 0.4
IES Investments, Inc. N/A Sole 10,278,288 16.2
MWR Investments, Inc. N/A Sole 8,068,865 13.0
</TABLE>
(b) The number of shares of Class A Common Stock as to which Clark E.
McLeod has
(i) sole power to vote or direct the vote 4,760,759
<PAGE>
- ---------------------- --------------------
CUSIP No. 582266 10 2 Page 13 of 15 Pages
- ---------------------- --------------------
(ii) shared power to vote or direct the vote 4,569,975
(iii) sole power to dispose or direct the disposition 4,760,759
(iv) shared power to dispose or direct the disposition 250,000
The number of shares of Class A Common Stock as to which
Mary E. McLeod has
(i) sole power to vote or direct the vote 0
(ii) shared power to vote or direct the vote 4,569,975
(iii) sole power to dispose or direct the disposition 4,319,975
(iv) shared power to dispose or direct the disposition 250,000
(c) On February 11, 1997, Clark E. McLeod exercised options granted to
him by the Company and acquired 172,298 shares of Class A Common Stock for a
purchase price of $.29 per share. The funds used to purchase these shares came
from the Reporting Persons' personal funds.
On May 19, 1997, Clark E. McLeod donated 125,000 shares of Class A
Common Stock to the Clark E. McLeod 1997 Charitable Remainder Unitrust and Mary
E. McLeod donated 125,000 shares of Class A Common Stock to the Mary E. McLeod
1997 Charitable Remainder Unitrust.
On November 3, 1997, Clark E. McLeod and Mary E. McLeod each donated
1,555 shares of Class A Common Stock to various relatives and friends.
Except for the transactions described in this Item 5(c), neither Clark
E. McLeod nor Mary E. McLeod have effected any other transactions relating to
the Class A Common Stock during the past 60 days.
(d) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer
- ---------------------------
Item 6 is hereby amended by adding the following supplemental
information:
The Reporting Persons, MCG, MWR, IES, Richard A. Lumpkin on behalf of
each of the Former CCI Shareholders and the Company entered into a
Stockholders' Agreement dated as of June 14, 1997, as amended by Amendment No. 1
thereto dated as of September 19, 1997 (the "Stockholders' Agreement"), which
became effective as of September 24, 1997.
The Stockholders' Agreement, which amends and restates the Investor
Agreement (as defined in the Amended 13D Filings) among the parties thereto,
provides that each Principal Stockholder, for so long as such Principal
Stockholder beneficially owns at least 10% (treating Richard A. Lumpkin and the
Former CCI Shareholders as a single Principal Stockholders for such purpose) of
the outstanding Class A Common Stock, shall vote such Principal Stockholder's
stock and take all action within its power to: (i) establish and maintain the
authorized size of the board of directors of the Company (the "Board of
Directors") at up to eleven directors; (ii) cause to be elected to the Board
of Directors one director designated by IES (for so long as IES owns at least
10% of the outstanding Class A Common Stock of the Company (determined on a
fully diluted basis)); (iii) cause to be elected to the Board of Directors one
director designated by MWR (for so long as MWR owns at least 10% of the
outstanding Class A Common Stock of the Company (determined on a fully diluted
basis)); (iv) cause Richard A. Lumpkin to be elected to the Board of
Directors (for so long as Mr. Lumpkin and the Former CCI Shareholders
collectively own at least 10% of the outstanding Class A Common Stock of the
Company (determined on a fully diluted basis)); (v) cause to be elected to the
Board of Directors three directors who are executive officers of the
<PAGE>
- ---------------------- --------------------
CUSIP No. 582266 10 2 Page 14 of 15 Pages
- ---------------------- --------------------
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
(determined on a fully diluted basis)); and (vi) cause to be elected to the
Board of Directors four non-employee directors nominated by the Board of
Directors.
The Stockholders' Agreement further provides that, until September 24,
1998, subject to certain exceptions, each Principal Stockholder will not offer,
sell, contract to sell, grant any option to purchase or otherwise dispose of,
directly or indirectly, any equity securities of the Company or any other
securities convertible into or exercisable for such equity securities without
the prior written consent of the Company. In the event that the Company
consents to any offer, 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 such purpose) shall be permitted to
offer, sell or otherwise dispose of an equal percentage of the total number of
shares of Class A Common Stock beneficially owned by such other party. In the
event that the Company grants a party to the Stockholders' Agreement an
opportunity to register Class A Common Stock for sale under the Securities Act
of 1933 (the "Securities Act"), the Company shall grant each other party
(treating the Former CCI Shareholders as a single party for such purpose) the
opportunity to register a corresponding percentage of such party's shares for
transfer under the Securities Act. The other operative provisions of the
Investor Agreement remain unchanged in the Stockholders' Agreement.
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. Material to be Filed as Exhibits
--------------------------------
Item 7 is hereby amended by adding the following documnets to the
exhibit list:
1. Stockholders' Agreement dated June 14, 1997 by and among McLeodUSA
Incorporated, IES Investments Inc., Midwest Capital Group, Inc., MWR Investments
Inc., Clark E. McLeod, Mary E. McLeod and Richard A. Lumpkin on behalf of each
of the shareholders of Consolidated Communications Inc., listed on Schedule 1
thereto. (Filed as Exhibit 4.12 to the Registration Statement on Form S-4, File
No. 333-27647, filed with the Commission on July 28, 1997 and incorporated
herein by reference.)
2. Amendment No. 1 to the Stockholders' Agreement dated as of
September 19, 1997 by and among McLeodUSA Incorporated, IES Investments Inc.,
Midwest Capital Group, Inc., MWR Investments Inc., Clark E. McLeod, Mary E.
McLeod and Richard A. Lumpkin on behalf of each of the shareholders of
Consolidated Communications Inc. listed on Schedule 1 thereto. (Filed as
Exhibit 4.1 to the Quarterly Report on Form 10-Q, File No. 0-20763, filed with
the Commission on November 14, 1997 and incorporated herein by reference.)
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CUSIP No. 582266 10 2 Page 15 of 15 Pages
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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: March 4, 1998
CLARK E. McLEOD
/s/ CLARK E. McLEOD
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MARY E. McLEOD
/s/ MARY E. McLEOD
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