<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
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)
Margaret L. Keon
c/o Keon Associates
16 Miller Avenue, Suite 203
Mill Valley, California 94941
415-381-5366
(Name, Address, and Telephone Number of person
authorized to receive notices and communications)
November 18, 1998
(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/A, and is filing this schedule because of Rule 13d-1 (b)(3) or
(4), check the following box: [__].
*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 (the "Exchange Act") or otherwise
subject to the liabilities of that section of the Exchange Act but
shall be subject to all other provisions of the Exchange Act (however,
see the Notes).
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 2
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Margaret L. Keon
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: 508,061 See Item 5.
8. Shared Voting Power: 0 See Item 5.
9. Sole Dispositive Power: 508,061 See Item 5.
10. Shared Dispositive Power: 0 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
508,061 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):
0.8% See Item 5.
14. Type of Reporting Person: IN
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 3
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Pamela K. Vitale
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: 100,828 See Item 5.
8. Shared Voting Power: 32,114 See Item 5.
9. Sole Dispositive Power: 100,828 See Item 5.
10. Shared Dispositive Power: 32,114 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
132,942 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/A Page 4
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Joseph J. Keon, III
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: 69,769 See Item 5.
8. Shared Voting Power: 32,114 See Item 5.
9. Sole Dispositive Power: 69,769 See Item 5.
10. Shared Dispositive Power: 32,114 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
101,883 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/A Page 5
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Liese A. Keon
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: 200,827 See Item 5.
8. Shared Voting Power: 0 See Item 5.
9. Sole Dispositive Power: 200,827 See Item 5.
10. Shared Dispositive Power: 0 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
200,827 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):
0.3% See Item 5.
14. Type of Reporting Person: IN
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 6
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Susan T. DeWyngaert
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: 100,827 See Item 5.
8. Shared Voting Power: 0 See Item 5.
9. Sole Dispositive Power: 100,827 See Item 5.
10. Shared Dispositive Power: 0 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
100,827 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/A Page 7
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Margaret Lynley Keon
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: 100,827 See Item 5.
8. Shared Voting Power: 0 See Item 5.
9. Sole Dispositive Power: 100,827 See Item 5.
10. Shared Dispositive Power: 0 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
100,827 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/A Page 8
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.
This statement also relates to options granted to Richard A.
Lumpkin and Steven L. Grissom to purchase Common Stock (see Item 3).
Item 2. Identity and Background.
This statement is being filed by Margaret L. Keon, as
trustee or settlor, Pamela K. Vitale, individually and as trustee,
Joseph J. Keon, III, as trustee, Liese A. Keon, individually and as
trustee, Susan T. DeWyngaert individually and as trustee, and Margaret
Lynley Keon, individually and as trustee, of the respective trusts
listed opposite such person's name in Item 5 below (each, a "Reporting
Person").
The name, residence or business address and present
principal occupation or employment of each of the Former CCI
Shareholders (as defined in Item 5 below), including the Reporting
Persons, 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 Former CCI Shareholders (including the Reporting Persons) 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.
Except as indicated below, trusts of which one or more of
the respective Reporting Persons are trustees 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"), on September 24, 1997 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/A Page 9
On September 24, 1997, Steven L. Grissom was granted a four
year employee stock option by the Company to purchase 25,000 shares of
Common Stock, at a price of $24.50 per share. This option vests in
four equal installments; the option with respect to the first 6,250
shares vested on September 24, 1998.
On December 3, 1997, Richard A. Lumpkin was granted an
employee stock option by the Company to purchase 40,000 shares of
Common Stock at a price of $35.25 per share. This option vests in
four equal installments; the option with respect to the first 10,000
shares vested on September 25, 1998.
On December 22, 1997, Richard A. Lumpkin was granted an
employee stock option by the Company to purchase 5,000 shares of
Common Stock at a price of $34.50 per share. This option vests in
four equal installments; the option with respect to the first 1,250
shares will vest on December 22, 1998.
On December 22, 1997, Steven L. Grissom was granted an
employee stock option by the Company to purchase 5,000 shares of
Common Stock at a price of $24.25 per share. This option vests in
four equal installments; the option with respect to the first 1,250
shares will vest on October 12, 1999.
Pursuant to the terms of the Richard A. Lumpkin 1993 Grantor
Retained Annuity Trust of which Benjamin I. Lumpkin and Elizabeth A.
Lumpkin were trustees, the Trust terminated on December 31, 1997, and
one-half of the shares of Common Stock acquired by the Trust under the
Merger Agreement were distributed to each of the Benjamin I. Lumpkin
Holdback Trust under the Richard Anthony Lumpkin 1993 Grantor Retained
Annuity Trust, and the Elizabeth A. Lumpkin Holdback Trust under the
Richard Anthony Lumpkin 1993 Grantor Retained Annuity Trust, of which
Benjamin I. Lumpkin and Elizabeth L. Celio are trustees.
Pursuant to the terms of the Margaret L. Keon 1993 Grantor
Retained Annuity Trust of which Pamela K. Vitale and Joseph J. Keon,
III were trustees, the Trust terminated on December 31, 1997, and the
shares of Common Stock acquired by the Trust under the Merger
Agreement were distributed to the beneficiaries or to Holdback Trusts
for their benefit, as indicated in Item 5, below.
Effective December 31, 1997, (i) Richard A. Lumpkin resigned
as sole trustee of each of twelve trusts created under the Mary Green
Lumpkin Gallo Trust Agreement dated December 29, 1989 (the "Gallo
Trusts"), (ii) Bank One, Texas N.A. was appointed trustee of each
Gallo Trust and (iii) Richard A. Lumpkin retained the power to direct
the vote and investments by each Gallo Trust.
Effective December 31, 1997, (i) Richard A. Lumpkin resigned
as sole trustee of each of twelve Grandchildren's Trusts created under
the Richard Adamson Lumpkin Trust Agreement dated September 5, 1980
(the "Grandchildren's Trusts"), (ii) Bank One, Texas N.A. was
appointed trustee of each Grandchildren's Trust and (iii) Richard A.
Lumpkin retained the power to direct the vote and investments by each
Grandchildren's Trust. The Grandchildren's Trusts continue to hold an
aggregate of 377,698 shares of Common Stock.
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 10
On July 23, 1998, 311,127 shares of Common Stock were
distributed, from the trust created under the Trust Agreement dated
May 13, 1978 f/b/o Richard Anthony Lumpkin, to Gail Gawthrop Lumpkin,
a beneficiary of that Trust.
On September 11, 1998, Richard A. Lumpkin and Christina S.
Duncan resigned as trustees under the Trust Agreement dated May 13,
1978 f/b/o Mary Lee Sparks, and Mary Lee Sparks and Steven L. Grissom
became the trustees of that trust.
On October 27, 1998, an aggregate of 1,820,000 shares of
Common Stock were distributed by the Gallo Trusts to individual
beneficiaries of the respective Trust. Concurrently, also on
October 27, 1998, each of such beneficiaries contributed the shares
received to one or more newly created charitable remainder unitrusts
of which that person is sole trustee, as described under Item 5(c).
The Gallo Trusts continue to hold an aggregate of 1,719,512 shares.
On November 13, 1998, Robert J. Currey resigned as a trustee
under the six 1990 Personal Income Trusts established by Margaret L.
Keon, the two 1990 Personal Income Trusts established by Richard
Anthony Lumpkin and the four 1990 Personal Income Trusts established
by Mary Lee Sparks, each dated April 20, 1990, and Steven L. Grissom
became a trustee of those trusts.
Item 4. Purpose of Transaction.
The Trusts and Reporting Persons 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. Sub-
ject to the restrictions on disposition of Common Stock which is
subject to the provisions of the Stockholders' Agreements 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 for a description of the Stockholders' Agreements.
Item 5. Interest in Securities of Issuer.
(a) As trustee or settlor of the respective Trusts set
forth opposite such Reporting Person's name below, Margaret L. Keon
beneficially owns an aggregate of 508,061 shares of Common Stock,
which represents approximately 0.8 percent of the 63,265,321 shares of
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 11
Common Stock reported by the Company as outstanding on October 30,
1998. Individually and as trustee of the respective Trusts indicated
opposite such Reporting Person's name below, Pamela K. Vitale
beneficially owns an aggregate of 132,942 shares of Common Stock,
which represents approximately 0.2 percent of the shares of Common
Stock outstanding on October 30, 1998. As trustee of the respective
Trusts indicated opposite such Reporting Person's name below, Joseph
J. Keon, III beneficially owns an aggregate of 101,883 shares of
Common Stock, which represents approximately 0.2 percent of the shares
of Common Stock outstanding on October 30, 1998. Individually and as
trustee of the respective Trusts indicated opposite such Reporting
Person's name below, Liese A. Keon beneficially owns an aggregate of
200,827 shares of Common Stock, which represents approximately 0.3
percent of the shares of Common Stock outstanding on October 30, 1998.
Individually and as trustee of the respective Trusts indicated
opposite such Reporting Person's name below, Susan T. DeWyngaert
beneficially owns an aggregate of 100,827 shares of Common Stock,
which represents approximately 0.2 percent of the shares of Common
Stock outstanding on October 30, 1998. Individually and as trustee of
the respective Trusts indicated opposite such Reporting Person's name
below, Margaret Lynley Keon beneficially owns an aggregate of 100,827
shares of Common Stock, which represents approximately 0.2 percent of
the shares of Common Stock outstanding on October 30, 1998.
The former shareholders of CCI who acquired shares of Common
Stock pursuant to the Merger Agreement or who, as described below,
received distributions of shares of Common Stock prior to October 25,
1998 (collectively, the "Former CCI Shareholders"), MHC Investment
Company, successor by merger to MWR Investments Inc., ("MHC"), Midwest
Capital Group, Inc., IES Investments Inc. ("IES"), Clark E. McLeod and
Mary E. McLeod, (collectively, the "1997 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 (the "1997
Stockholders' Agreement") and, accordingly, comprise a group within
the meaning of Section 13(d)(3) of the Exchange Act. Collectively,
insofar as is known to the Reporting Persons, the 1997 Principal
Stockholders beneficially own a total of 35,885,883 shares of Common
Stock, which represents 56.7 percent of such shares of Common Stock
outstanding on October 30, 1998. In addition, the Company, IES
Investments Inc., Clark E. McLeod, Mary E. McLeod, Richard A. Lumpkin,
Gail G. Lumpkin and certain former CCI shareholders and certain per-
mitted transferees of former CCI shareholders listed on Schedule I to <PAGE>
CUSIP No. 582266 10 2 13D/A Page 12
the agreement incorporated by reference as Exhibit 2 to this
statement (collectively, the "1998 Principal Stockholders") are
parties to a Stockholders' Agreement, dated as of November 18, 1998
(the "1998 Stockholders' Agreement" and, together with the 1997
Stockholders' Agreement, the "Stockholders' Agreements").
The following table sets forth information regarding the
shares of Common Stock beneficially owned by the 1997 Principal
Stockholders (including the Reporting Persons). Separately set forth
below are shares beneficially owned by the Reporting Persons and
others, which shares are not subject to the terms of the Stockholders'
Agreements. Except as indicated, beneficial ownership by the 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 1997 Principal Stockholder who
is not a Former CCI Shareholder (the "Other 1997 Principal
Stockholders") 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 1997 Principal Stockholders.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Gail Gawthrop Lumpkin N/A Sole 311,127 0.5
Mary Lee Sparks and Trust Agreement dated May 13, Shared 332,209 0.5
Steven L. Grissom 1978 f/b/o Mary Lee Sparks
Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,603 0.0
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Joseph John Keon
and investments) III
Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,603 0.0
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Katherine
and investments) Stoddert Keon
Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,603 0.0
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Lisa Anne Keon
and investments)
Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,603 0.0
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Margaret Lynley
and investments) Keon
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 13
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,603 0.0
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Pamela Keon
and investments) Vitale
Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,603 0.0
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Susan Tamara Keon
and investments)
Bank One, Texas NA; Richard Adamson Lumpkin Shared 55,088 0.1
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Benjamin Iverson
and investments) Lumpkin
Bank One, Texas NA; Richard Adamson Lumpkin Shared 55,088 0.1
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Elizabeth
and investments) Arabella Lumpkin
Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,476 0.1
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Anne Romayne
and investments) Sparks
Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,476 0.1
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Barbara Lee
and investments) Sparks
Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,476 0.1
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Christina Louise
and investments) Sparks
Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,476 0.1
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o John Woodruff
and investments) Sparks
Bank One, Texas NA; Trust named for Joseph John Keon Shared 171,291 0.3
Richard A. Lumpkin III created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989
Bank One, Texas NA; Trust named for Katherine Shared 171,291 0.3
Richard A. Lumpkin Stoddert Keon created under
(power to direct vote the Mary Green Lumpkin Gallo
and investments) Trust Agreement dated
December 29, 1989
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 14
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Bank One, Texas NA; Trust named for Lisa Anne Keon Shared 56,291 0.1
Richard A. Lumpkin created under the Mary Green
(power to direct vote Lumpkin Gallo Trust Agreement
and investments) dated December 29, 1989
Bank One, Texas NA; Trust named for Margaret Lynley Shared 156,291 0.2
Richard A. Lumpkin Keon created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989
Bank One, Texas NA; Trust named for Pamela Keon Shared 156,291 0.2
Richard A. Lumpkin Vitale created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989
Bank One, Texas NA; Trust named for Susan Tamara Keon Shared 156,291 0.2
Richard A. Lumpkin created under the Mary Green
(power to direct vote Lumpkin Gallo Trust Agreement
and investments) dated December 29, 1989
Bank One, Texas NA; Trust named for Benjamin Iverson Shared 310,965 0.5
Richard A. Lumpkin Lumpkin created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989
Bank One, Texas NA; Trust named for Elizabeth Shared 310,965 0.5
Richard A. Lumpkin Arabella Lumpkin created under
(power to direct vote the Mary Green Lumpkin Gallo
and investments) Trust Agreement dated
December 29, 1989
Bank One, Texas NA; Trust named for Anne Romayne Shared 94,959 0.2
Richard A. Lumpkin Sparks created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989
Bank One, Texas NA; Trust named for Barbara Lee Shared 44,959 0.1
Richard A. Lumpkin Sparks created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989
Bank One, Texas NA; Trust named for Christina Louise Shared 44,959 0.1
Richard A. Lumpkin Sparks created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989
Bank One, Texas NA; Trust named for John Woodruff Shared 44,959 0.1
Richard A. Lumpkin Sparks created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 15
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Benjamin I. Lumpkin Benjamin I. Lumpkin Holdback Shared 48,328 0.1
and Elizabeth L. Trust under the Richard Anthony
Celio Lumpkin 1993 Grantor Retained
Annuity Trust
Benjamin I. Lumpkin Elizabeth A. Lumpkin Holdback Shared 48,328 0.1
and Elizabeth L. Trust under the Richard Anthony
Celio Lumpkin 1993 Grantor Retained
Annuity Trust
Mary Lee Sparks N/A Sole 196,678 0.3
Anne R. Whitten N/A Sole 22,359 0.0
Barbara L. Federico N/A Sole 22,360 0.0
Christina L. Duncan N/A Sole 22,359 0.0
John W. Sparks N/A Sole 22,360 0.0
Margaret L. Keon Margaret Lumpkin Keon Trust dated Sole 508,061 0.8
(settlor and trustee) May 13, 1978
Pamela K. Vitale and Joseph J. Keon, III Holdback Shared 16,057 0.0
Joseph J. Keon III Trust under Margaret L. Keon 1993
Grantor Retained Annuity Trust
Pamela K. Vitale and Katherine S. Keon Holdback Trust Shared 16,057 0.0
Joseph J. Keon III under Margaret L. Keon 1993
Grantor Retained Annuity Trust
Pamela K. Vitale N/A Sole 16,058 0.0
Liese A. Keon N/A Sole 16,058 0.0
Susan T. DeWyngaert N/A Sole 16,058 0.0
Margaret Lynley Keon N/A Sole 16,058 0.0
Steven L. Grissom 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
Steven L. Grissom 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
Steven L. Grissom 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
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 16
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Steven L. Grissom 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
Steven L. Grissom 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
Steven L. Grissom 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
Steven L. Grissom 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
Steven L. Grissom 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
Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 154,674 0.2
David R. Hodgman Income Trust for the Benefit
of Anne Romayne Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 154,674 0.2
David R. Hodgman Income Trust for the Benefit
of Barbara Lee Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 154,674 0.2
David R. Hodgman Income Trust for the Benefit
of Christina Louise Sparks
dated April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 154,674 0.2
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 0.0
Richard A. Lumpkin under the Trust Agreement
(power to direct vote dated February 6, 1970
and 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 vote February 6, 1970
and investments)
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 17
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Bank One, Texas NA; Mary Lee Sparks Trust under the Shared 107,030 0.2
Richard A. Lumpkin Trust Agreement dated
(power to direct vote February 6, 1970
and investments)
The Lumpkin N/A Sole 204,049 0.3
Foundation
Richard A. Lumpkin N/A Sole 11,250<F1> 0.0
Steven L. Grissom N/A Sole 6,250<F2> 0.0
</TABLE>
<F1> Consists of 10,000 shares underlying option that will be exercisable
on December 22, 1998 and 1,250 shares underlying presently exercisable
option.
<F2> Consists of 6,250 shares underlying presently exercisable options.
The following shares of Common Stock are beneficially owned by the
Other 1997 Principal Stockholders:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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 9,330,734 14.8
Mary E. McLeod Shared
IES Investments, Inc. N/A Sole 10,245,457 16.2
MHC Investment N/A Sole 8,068,866 12.8
Company
</TABLE>
In addition to the shares of Common Stock listed above that
are held subject to the 1997 Stockholders' Agreement, the 1998
Stockholders' Agreement or both, the following shares, which were
transferred after September 24, 1998 are not subject to the provisions
of either of the Stockholders' Agreements:
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 18
<TABLE>
<CAPTION
<S> <C> <C> <C> <C>
Voting and Number of Percent of
Dispositive Shares of Outstanding
Reporting Person Trust Powers Common Stock Common Stock
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT Sole 84,769 0.1
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT Sole 84,769 0.1
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT Sole 69,769 0.1
dated October 27, 1998
Katherine S. Keon Katherine S. Keon 1998 CRUT dated Sole 69,769 0.1
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 Sole 84,769 0.1
NIM-CRUT dated
October 27, 1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse Sole 84,769 0.1
CRUT dated October 27,
1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT Sole 84,770 0.1
dated October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated Sole 184,769 0.3
October 27, 1998
Barbara S. Federico Barbara S. Federico 1998 Spouse Sole 234,770 0.4
CRUT dated October 27,
1998
Anne S. Whitten Anne S. Whitten 1998 Spouse Sole 184,770 0.3
NIM-CRUT dated
October 27, 1998
John W. Sparks John W. Sparks 1998 Spouse Sole 75,000 0.1
NIM-CRUT dated
October 27, 1998
John W. Sparks John W. Sparks 1998 Spouse CRUT Sole 159,769 0.3
dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse Sole 234,769 0.4
CRUT dated October 27,
1998
</TABLE>
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 19
(b) The number of shares of Common Stock which Margaret L.
Keon has:
(i) sole power to vote or direct the vote 508,061
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or direct the disposition 508,061
(iv) shared power to dispose or direct the disposition 0
The number of shares of Common Stock which Pamela K.
Vitale has:
(i) sole power to vote or direct the vote 100,828
(ii) shared power to vote or direct the vote 32,114
(iii) sole power to dispose or direct the disposition 100,828
(iv) shared power to dispose or direct the disposition 32,114
The number of shares of Common Stock which Joseph J.
Keon, III has:
(i) sole power to vote or direct the vote 69,769
(ii) shared power to vote or direct the vote 32,114
(iii) sole power to dispose or direct the disposition 69,769
(iv) shared power to dispose or direct the disposition 32,114
The number of shares of Common Stock which Liese A.
Keon has:
(i) sole power to vote or direct the vote 200,827
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or direct the disposition 200,827
(iv) shared power to dispose or direct the disposition 0
The number of shares of Common Stock which Susan T.
DeWyngaert has:
(i) sole power to vote or direct the vote 100,827
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or direct the disposition 100,827
(iv) shared power to dispose or direct the disposition 0
The number of shares of Common Stock which Margaret
Lynley Keon has:
(i) sole power to vote or direct the vote 100,827
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 20
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or direct the disposition 100,827
(iv) shared power to dispose or direct the disposition 0
(c) The Reporting Persons and other Former CCI Share-
holders 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. Effective December 31, 1997, an
aggregate of 282,440 shares of the Common Stock were distributed upon
termination of three 1993 Grantor Retained Annuity Trusts to certain
Former CCI Shareholders as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Distributing Trust Number of Distributee
Shares
Richard Anthony Lumpkin 1993 Grantor 48,328 Benjamin I. Lumpkin Holdback Trust under the Richard
Retained Annuity Trust Anthony Lumpkin 1993 Grantor Retained Annuity Trust
Richard Anthony Lumpkin 1993 Grantor 48,328 Elizabeth A. Lumpkin Holdback Trust under the Richard
Retained Annuity Trust Anthony Lumpkin 1993 Grantor Retained Annuity Trust
Mary Lee Sparks 1993 Grantor Retained 22,359 Anne R. Whitten
Annuity Trust
Mary Lee Sparks 1993 Grantor Retained 22,360 Barbara L. Federico
Annuity Trust
Mary Lee Sparks 1993 Grantor Retained 22,359 Christina L. Duncan
Annuity Trust
Mary Lee Sparks 1993 Grantor Retained 22,360 John W. Sparks
Annuity Trust
Margaret L. Keon 1993 Grantor Retained 16,057 Joseph J. Keon, III Holdback Trust under the
Annuity Trust Margaret L. Keon 1993 Grantor Retained Annuity Trust
Margaret L. Keon 1993 Grantor Retained 16,057 Katherine S. Keon Holdback Trust under the Margaret L.
Annuity Trust Keon 1993 Grantor Retained Annuity Trust
Margaret L. Keon 1993 Grantor Retained 16,058 Pamela K. Vitale
Annuity Trust
Margaret L. Keon 1993 Grantor Retained 16,058 Liese A. Keon
Annuity Trust
Margaret L. Keon 1993 Grantor Retained 16,058 Susan T. DeWyngaert
Annuity Trust
Margaret L. Keon 1993 Grantor Retained 16,058 Margaret Lynley Keon
Annuity Trust
</TABLE>
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 21
On July 23, 1998, 311,127 shares of Common Stock were
distributed, from the trust created under the Trust Agreement dated
May 13, 1978 f/b/o Richard Anthony Lumpkin, to Gail Gawthrop Lumpkin,
a beneficiary of that Trust.
On September 11, 1998, Richard A. Lumpkin and Christina S.
Duncan resigned as trustees under the Trust Agreement dated May 13,
1978 f/b/o Mary Lee Sparks, and Mary Lee Sparks and Steven L. Grissom
became the trustees of that Trust.
On October 27, 1998, an aggregate of 1,820,000 shares of
Common Stock were distributed by various trusts created under the Mary
Green Gallo Trust Agreement dated December 29, 1989, to individual
beneficiaries of the respective trust. Concurrently, also on
October 27, 1998, each of such beneficiaries contributed the shares
received to one or more newly created charitable remainder unitrusts
as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number of Trust Receiving
Distributing Trust Shares Beneficiary Contribution
Trust named for Benjamin Iverson Lumpkin 100,000 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989
Trust named for Elizabeth Arabella 100,000 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT
Lumpkin created under the Mary Green dated October 27, 1998
Gallo Trust Agreement dated December 29,
1989
Trust named for Joseph John Keon III 85,000 Joseph J. Keon III Joseph J. Keon III 1998 CRUT dated
created under the Mary Green Gallo Trust October 27, 1998
Agreement dated December 29, 1989
Trust named for Katherine Stoddert Keon 85,000 Katherine S. Keon Katherine S. Keon 1998 CRUT dated
created under the Mary Green Gallo Trust October 27, 1998
Agreement dated December 29, 1989
Trust named for Margaret Lynley Keon 100,000 Margaret Lynley Margaret Lynley Keon 1998 NIM-CRUT
created under the Mary Green Gallo Trust Keon dated October 27, 1998
Agreement dated December 29, 1989
Trust named for Susan Tamara Keon created 100,000 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse CRUT
under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989
Trust named for Pamela Keon Vitale 100,000 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 22
Number of Trust Receiving
Distributing Trust Shares Beneficiary Contribution
Trust named for Lisa Anne Keon created 200,000 Liese A. Keon Liese A. Keon 1998 CRUT dated
under the Mary Green Gallo Trust October 27, 1998
Agreement dated December 29, 1989
Trust named for Barbara Lee Sparks 250,000 Barbara S. Federico Barbara S. Federico 1998 Spouse CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989
Trust named for Anne Romayne Sparks 200,000 Anne S. Whitten Anne S. Whitten 1998 Spouse NIM-CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989
Trust named for John Woodruff Sparks 75,000 John W. Sparks John W. Sparks 1998 Spouse NIM-CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989
Trust named for John Woodruff Sparks 175,000 John W. Sparks John W. Sparks 1998 Spouse CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989
Trust named for Christina Louise Sparks 250,000 Christina S. Duncan Christina S. Duncan 1998 Spouse CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989
</TABLE>
On November 5, 1998, the newly created charitable remainder
unitrusts described above, together with the Foundation, sold an
aggregate of 100,000 shares of Common Stock in market transactions
pursuant to Rule 144 under the Securities Act of 1933 (the "Securities
Act"). On November 6, 1998, the newly created charitable remainder
unitrusts described above, together with the Foundation, sold an
aggregate of 98,000 shares of Common Stock in market transactions
pursuant to Rule 144. These transactions are further described below:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 11/05/98 4,615 35.75
dated October 27, 1998
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 11/05/98 3,077 35.50
dated October 27, 1998
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 11/06/98 3,846 35.00
dated October 27, 1998
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 11/06/98 1,923 35.25
dated October 27, 1998
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 23
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 11/06/98 1,539 35.50
dated October 27, 1998
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 11/06/98 231 36.50
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 11/05/98 4,615 35.75
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 11/05/98 3,077 35.50
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 11/06/98 3,847 35.00
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 11/06/98 1,923 35.25
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 11/06/98 1,538 35.50
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 11/06/98 231 36.50
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 11/05/98 4,615 35.75
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 11/05/98 3,077 35.50
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 11/06/98 3,846 35.00
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 11/06/98 1,924 35.25
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 11/06/98 1,538 35.50
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 11/06/98 231 36.50
dated October 27, 1998
Katherine S. Keon Katherine S. Keon 1998 CRUT dated 11/05/98 4,615 35.75
October 27, 1998
Katherine S. Keon Katherine S. Keon 1998 CRUT dated 11/05/98 3,077 35.50
October 27, 1998
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 24
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Katherine S. Keon Katherine S. Keon 1998 CRUT dated 11/06/98 3,846 35.00
October 27, 1998
Katherine S. Keon Katherine S. Keon 1998 CRUT dated 11/06/98 1,923 35.25
October 27, 1998
Katherine S. Keon Katherine S. Keon 1998 CRUT dated 11/06/98 1,539 35.50
October 27, 1998
Katherine S. Keon Katherine S. Keon 1998 CRUT dated 11/06/98 231 36.50
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 11/05/98 4,616 35.75
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 11/05/98 3,077 35.50
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 11/06/98 3,846 35.00
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 11/06/98 1,923 35.25
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 11/06/98 1,538 35.50
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 11/06/98 231 36.50
NIM-CRUT dated
October 27, 1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 11/05/98 4,616 35.75
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 11/05/98 3,077 35.50
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 11/06/98 3,846 35.00
CRUT dated October 27,
1998
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 25
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 11/06/98 1,923 35.25
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 11/06/98 1,538 35.50
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 11/06/98 231 36.50
CRUT dated October 27,
1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 11/05/98 4,615 35.75
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 11/05/98 3,077 35.50
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 11/06/98 3,846 35.00
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 11/06/98 1,923 35.25
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 11/06/98 1,538 35.50
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 11/06/98 231 36.50
dated October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 11/05/98 4,616 35.75
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 11/05/98 3,077 35.50
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 11/06/98 3,846 35.00
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 11/06/98 1,923 35.25
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 11/06/98 1,538 35.50
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 11/06/98 231 36.50
October 27, 1998
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 26
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Barbara S. Federico Barbara S. Federico 1998 Spouse 11/05/98 4,615 35.75
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 11/05/98 3,077 35.50
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 11/06/98 3,846 35.00
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 11/06/98 1,923 35.25
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 11/06/98 1,538 35.50
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 11/06/98 231 36.50
CRUT dated October 27,
1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 11/05/98 4,615 35.75
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 11/05/98 3,077 35.50
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 11/06/98 3,846 35.00
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 11/06/98 1,923 35.25
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 11/06/98 1,539 35.50
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 11/06/98 230 36.50
NIM-CRUT dated
October 27, 1998
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 27
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
John W. Sparks John W. Sparks 1998 Spouse CRUT 11/05/98 4,615 35.75
dated October 27, 1998
John W. Sparks John W. Sparks 1998 Spouse CRUT 11/05/98 3,077 35.50
dated October 27, 1998
John W. Sparks John W. Sparks 1998 Spouse CRUT 11/06/98 3,846 35.00
dated October 27, 1998
John W. Sparks John W. Sparks 1998 Spouse CRUT 11/06/98 1,923 35.25
dated October 27, 1998
John W. Sparks John W. Sparks 1998 Spouse CRUT 11/06/98 1,539 35.50
dated October 27, 1998
John W. Sparks John W. Sparks 1998 Spouse CRUT 11/06/98 231 36.50
dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 11/05/98 4,616 35.75
CRUT dated October 27,
1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 11/05/98 3,076 35.50
CRUT dated October 27,
1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 11/06/98 3,847 35.00
CRUT dated October 27,
1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 11/06/98 1,923 35.25
CRUT dated October 27,
1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 11/06/98 1,539 35.50
CRUT dated October 27,
1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 11/06/98 230 36.50
CRUT dated October 27,
1998
The Lumpkin N/A 11/05/98 4,616 35.75
Foundation
The Lumpkin N/A 11/05/98 3,077 35.50
Foundation
The Lumpkin N/A 11/06/98 3,846 35.00
Foundation
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 28
The Lumpkin N/A 11/06/98 1,923 35.25
Foundation
The Lumpkin N/A 11/06/98 1,539 35.50
Foundation
The Lumpkin N/A 11/06/98 230 36.50
Foundation
</TABLE>
Except for these transactions, 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 1997 Principal Stockholders has effected any other 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.
The 1997 Principal Stockholders (including the Reporting
Persons) and the Company have, with respect to the respective shares
of capital stock of the Company owned by each such 1997 Principal
Stockholder (exclusive of shares transferred to such stockholder after
September 24, 1998), entered into the 1997 Stockholders' Agreement,
effective September 24, 1997. Pursuant to the 1997 Stockholders'
Agreement, each of the distributees of shares from a 1993 Grantor
Retained Annuity Trust (as described in Item 5(c) above) and Gail
Gawthrop Lumpkin have agreed, as a condition to the transfer of the
shares, to be bound by the terms of the 1997 Stockholders' Agreement.
The 1997 Stockholders' Agreement provides that each 1997 Principal
Stockholder, for so long as such 1997 Principal Stockholder owns at
least 10% (treating Richard A. Lumpkin and the other Former CCI
Shareholders as a single 1997 Principal Stockholder for this purpose)
of the outstanding capital stock of the Company (but in no event
longer than three years), shall vote such 1997 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 MHC (for so long as MHC 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 other Former CCI Shareholders collectively
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 29
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 1997 Stockholders' Agreement also provides that, for a
period which ended September 24, 1998, subject to certain exceptions,
the 1997 Principal Stockholders (including the Reporting Persons)
would not sell or otherwise dispose of any equity securities of the
Company without the consent of the Board of Directors of the Company.
The foregoing description of the 1997 Stockholders'
Agreement is qualified in its entirety by reference to the 1997
Stockholders' Agreement which was filed as an exhibit to the original
filing of this Schedule and is incorporated herein by reference.
The 1998 Principal Stockholders and the Company have, with
respect to the respective shares of capital stock of the Company owned
by each such 1998 Principal Stockholder, entered into the 1998
Stockholders' Agreement, effective November 18, 1998.
The 1998 Stockholders' Agreement provides that until
December 31, 2001 (the "Expiration Date"), the 1998 Principal
Stockholders 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,
beneficially owned by such 1998 Principal Stockholder without
receiving the prior written consent of the Board of Directors of the
Company, except for certain permitted transfers as provided under the
1998 Stockholders' Agreement. The 1998 Stockholders' Agreement
further provides that the Board of Directors shall determine on a
quarterly basis commencing with the quarter ending December 31, 1998
and ending on the Expiration Date, the aggregate number, if any, of
shares of Common Stock (not to exceed in the aggregate 150,000 shares
per quarter) that the 1998 Principal Stockholders may Transfer during
certain designated trading periods following the release of the
Company's quarterly or annual financial results.
The 1998 Stockholders' Agreement provides that to the extent
the Board of Directors grants registration rights to a Principal
Stockholder in connection with a Transfer of securities of the Company
by such Principal Stockholder, it will grant similar registration
rights to the other parties as set forth in the 1998 Stockholders'
Agreement. In addition, the 1998 Stockholders' Agreement provides
that the Board of Directors shall determine on an annual basis
commencing with the year ending December 31, 1999 and ending on the
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 30
Expiration Date (each such year, an "Annual Period"), the aggregate
number, if any, of shares of Common Stock (not to exceed in the
aggregate on an annual basis a number of shares equal to 15% of the
total number of shares of Common Stock beneficially owned by the 1998
Principal Stockholders as of December 31, 1998) (the "Registrable
Amount"), to be registered by the Company under the Securities Act,
for Transfer by the 1998 Principal Stockholders. The 1998
Stockholders' Agreement also provides that in any underwritten primary
offering (other than pursuant to a registration statement on Form S-4
or Form S-8 or any successor forms thereto or other form which would
not permit the inclusion of shares of Common Stock of the 1998
Principal Stockholders), the Company will give written notice of such
offering to the 1998 Principal Stockholders and will undertake to
register the shares of Common Stock of such parties up to the
Registrable Amount, if any, as determined by the Board. The 1998
Stockholders' Agreement provides that the Company may subsequently
determine not to register any shares of the 1998 Principal
Stockholders under the Securities Act and may either not file a
registration statement or otherwise withdraw or abandon a registration
statement previously filed.
The 1998 Stockholders' Agreement terminates on the
Expiration Date. In addition, if during any Annual Period the Company
has not provided a 1998 Principal Stockholder a reasonable opportunity
to Transfer pursuant to the registration of securities under the
Securities Act or pursuant to certain other provisions of the 1998
Stockholders' Agreement on the terms therein specified an aggregate
number of shares of Common Stock equal to not less than 15% of the
total number of shares of Common Stock beneficially owned by such 1998
Principal Stockholder as of December 31, 1998, then such 1998
Principal Stockholder may terminate the 1998 Stockholders' Agreement
as applied to such 1998 Principal Stockholder within 10 business days
following the end of any such Annual Period.
The 1998 Stockholders' Agreement also contains provisions
relating to the designation and election of directors to the Company's
Board of Directors which provisions take effect on the terms and under
the circumstances specified therein.
The foregoing description of the 1998 Stockholders'
Agreement is qualified in its entirety by reference to the 1998
Stockholders' Agreement which was filed as an exhibit to the Company's
Current Report on Form 8-K, filed on November 19, 1998, and is
incorporated herein by reference.
On May 20, 1998, Steven L. Grissom entered into a contract
with CIBC Oppenheimer Corp. for the sale of an option to purchase 500
shares of Common Stock, exercisable on January 15, 1999.
Steven L. Grissom participates in the Company's Employee
Stock Purchase Plan and anticipates the right to acquire in January
1999 $22,500 in value of Common Stock at a purchase price per share
to be determined pursuant to such plan.
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 31
Item 7. Materials to be Filed as Exhibits.
1. Stockholders' Agreement dated as of June 14, 1997,
among the Company, Former CCI Shareholders (including the Reporting
Persons), IES, Midwest Capital Group, Inc., MHC, Clark E. McLeod and
Mary E. McLeod, together with Amendment No. 1 to Stockholders'
Agreement dated as of September 19, 1997. (Incorporated by reference
to the Exhibit of the same number to the original Schedule 13D, filed
October 6, 1997.)
2. Stockholders' Agreement, dated as of November 18, 1998,
among the Company, IES, Clark E. McLeod, Mary E. McLeod, Richard A.
Lumpkin, Gail G. Lumpkin and certain former CCI shareholders and certain
permitted transferees of former CCI shareholders listed on Schedule I
thereto. (Incorporated by reference to Exhibit 99.1 of the Company's
Current Report on Form 8-K, filed on November 19, 1998.)
3. Joint Filing Agreement set forth below.
JOINT FILING AGREEMENT
By signing this Schedule 13D/A below, each of the Reporting
Persons agrees pursuant to Rule 13d-1(f) that this Amendment to
Schedule 13D is filed on behalf of each Reporting Person.
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CUSIP No. 582266 10 2 13D/A Page 32
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: November 20, 1998
Margaret L. Keon
Pamela K. Vitale
Joseph J. Keon, III
Liese A. Keon
Susan T. DeWyngaert
Margaret Lynley Keon
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CUSIP No. 582266 10 2 13D/A Page 33
SCHEDULE A
The following information sets forth the name, business or
residence address and present principal occupation of the Former CCI
Shareholders (including the Reporting Persons) 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/A,
none of the directors or executive officers of the Foundation is the
beneficial owner of any Common Stock of the Company.
<TABLE>
<CAPTION>
<S> <C> <C>
Name Occupation Address
Susan T. DeWyngaert Physician 335 South 7th Street
Philadelphia, Pennsylvania 19106
Christina L. Duncan Homemaker; (Director of the 194 North Bald Hill Road
(aka Christina Sparks Duncan) Foundation) New Canaan, Connecticut 06840
Barbara L. Federico Homemaker 4840 Ashville Bay Road
(aka Barbara Sparks Federico) Ashville, New York 14710
Steven L. Grisson Treasurer of Illinois 121 South 17th Street
Consolidated Telephone Company Mattoon, Illinois 61938
David R. Hodgman Attorney Schiff Hardin & Waite
7300 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
Liese A. Keon Management Consultant 2868 South Lakeridge Trail
Boulder, Colorado 80302
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
Margaret Lynley Keon Investment Banker 56 Bourne St.
London, England SW1W8JD
Benjamin I. Lumpkin Graduate Student 1316 West Howard St., #1
Chicago, Illinois 60626
Elizabeth L. Celio (aka Graduate Student; (Director of 815 Columbian
Elizabeth A. Lumpkin) the Foundation) Oak Park, Illinois 60302
<PAGE>
CUSIP No. 582266 10 2 13D/A Page 34
Name Occupation Address
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
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 R. Whitten Homemaker 38 Goodhue Road
(aka Anne Sparks Whitten) Windham, New Hampshire 03087
</TABLE>
