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)
Richard A. Lumpkin
121 South 17th Street
Mattoon, Illinois 61938
217-235-3366
(Name, Address, and Telephone Number of person
authorized to receive notices and communications)
October 27, 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, 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 ("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).
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Richard A. Lumpkin
2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]<PAGE>
CUSIP No. 582266 10 2 13D Page 2
3. SEC Use Only
4. Source of Funds: 00
5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]
6. Citizenship or Place of Organization:
United States of America
Number of Shares Beneficially Owned By Each Reporting Person
With:
7. Sole Voting Power: 0 See Item 5.
8. Shared Voting Power: 2,266,681 See Item 5.
9. Sole Dispositive Power: 0 See Item 5.
10. Shared Dispositive Power: 2,266,681 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
2,266,681 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):
3.6% See Item 5.
14. Type of Reporting Person: IN<PAGE>
CUSIP No. 582266 10 2 13D Page 3
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Gail Gawthrop Lumpkin
2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]
3. SEC Use Only
4. Source of Funds: 00
5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]
6. Citizenship or Place of Organization:
United States of America
Number of Shares Beneficially Owned By Each Reporting Person
With:
7. Sole Voting Power: 311,127 See Item 5.
8. Shared Voting Power: 0 See Item 5.
9. Sole Dispositive Power: 311,127 See Item 5.
10. Shared Dispositive Power: 0 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
311,127 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):
0.5% See Item 5.
14. Type of Reporting Person: IN<PAGE>
CUSIP No. 582266 10 2 13D Page 4
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Benjamin I. Lumpkin
2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]
3. SEC Use Only
4. Source of Funds: 00
5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]
6. Citizenship or Place of Organization:
United States of America
Number of Shares Beneficially Owned By Each Reporting Person
With:
7. Sole Voting Power: 100,000 See Item 5.
8. Shared Voting Power: 96,656 See Item 5.
9. Sole Dispositive Power: 100,000 See Item 5.
10. Shared Dispositive Power: 96,656 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
196,656 See Item 5.
12. Check box if the aggregate amount in Row (11) excludes certain
shares:
[_]
13. Percent of Class represented by amount in Row (11):
0.3% See Item 5.
14. Type of Reporting Person: IN<PAGE>
CUSIP No. 582266 10 2 13D Page 5
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Elizabeth L. Celio
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: 100,000 See Item 5.
8. Shared Voting Power: 96,656 See Item 5.
9. Sole Dispositive Power: 100,000 See Item 5.
10. Shared Dispositive Power: 96,656 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
196,656 See Item 5.
12. Check box if the aggregate amount in Row (11) excludes certain
shares:
[_]
13. Percent of Class represented by amount in Row (11):
0.3% See Item 5.
14. Type of Reporting Person: IN<PAGE>
CUSIP No. 582266 10 2 13D Page 6
Item 1. Security and Issuer.
This statement relates to the Class A Common Stock, $.01 par
value (the "Common Stock"), of McLeodUSA Incorporated, a Delaware
corporation (the "Company"), whose principal executive offices are
located at 6400 C Street, S.W., P.O. Box 3177, Cedar Rapids, Iowa
52406-3177.
Item 2. Identity and Background.
This statement is being filed by Richard A. Lumpkin, as
trustee or settlor, Benjamin I. Lumpkin, as trustee, and Elizabeth L.
Celio (aka Elizabeth A. Lumpkin), as trustee of the respective trusts
listed opposite such person's name in Item 5 below, and by Gail
Gawthrop Lumpkin, individually, (each, a "Reporting Person").
The name, residence or business address and present
principal occupation or employment of each Reporting Person and of
each other Former CCI Shareholder (as defined in Item 5 below) are set
forth in Schedule A hereto. Similar information for each person who
is a director or executive officer of The Lumpkin Foundation (the
"Foundation") is also included in Schedule A. Each of the Reporting
Persons and each other Former CCI Shareholder is a citizen of the
United States of America, except the Foundation, which is a not-for-
profit corporation organized under the laws of Illinois. None of the
Reporting Persons has and, to the knowledge of the Reporting Persons,
none of the other Former CCI Shareholders nor any of the Foundation's
directors or executive officers has, during the past five years, been
(i) convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Except as otherwise indicated below, trusts of which one or
more of the respective Reporting Persons are trustees or settlor (or
has power under the applicable trust agreement to direct the vote and
investments) as indicated in Item 5 below (the "Trusts") acquired the
shares of Common Stock set forth opposite each Reporting Person's name
in Item 5 below in exchange for shares of common stock, Series A
cumulative preferred shares and/or Series B cumulative preferred
shares of Consolidated Communications Inc., an Illinois corporation
("CCI"), pursuant to an Agreement and Plan of Reorganization dated as
of June 14, 1997 by and among CCI, the Company and Eastside
Acquisition Co. (the "Merger Agreement"). A copy of the Merger
Agreement was filed as Exhibit 2.2 to the Company's Current Report on
Form 8-K filed June 26, 1997.<PAGE>
CUSIP No. 582266 10 2 13D Page 7
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.
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.
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.
Item 4. Purpose of Transaction.
The Trusts acquired the Common Stock in the Merger for
investment purposes. After the issuance of the Common Stock pursuant
to the Merger Agreement, Richard A. Lumpkin and Robert J. Currey, who
were previously directors and executive officers of CCI, were elected
directors and executive officers of the Company. Subject to the <PAGE>
CUSIP No. 582266 10 2 13D Page 8
limited restrictions on disposition of Common Stock existing under the
Stockholders Agreement described below, any or all of the shares of
Common Stock beneficially owned by each Reporting Person may be sold
or otherwise disposed of from time to time. Representatives of the
Reporting Persons and other parties to the Stockholders Agreement
described below have discussed with the Company the possibility of
entering into a new or amended stockholders agreement. It is
uncertain whether any such agreement will be reached or what the terms
of any such agreement would be. None of the Reporting Persons has any
other plans or proposals which relate to or would result in any of the
matters enumerated in paragraphs (a) through (j) of Item 4 of Schedule
13D. See Item 6 below.
Item 5. Interest in Securities of Issuer.
(a) As trustee or settlor (or by virtue of a power under
the applicable trust agreement to direct the vote and investments) of
the respective Trusts set forth opposite such Reporting Person's name
below, Richard A. Lumpkin beneficially owns an aggregate of 2,266,681
shares of Common Stock, which represents approximately 3.6 percent of
the 62,894,327 shares of Common Stock reported by the Company as
outstanding on July 31, 1998. Gail Gawthrop Lumpkin individually
beneficially owns 311,127 shares of Common Stock, which represents
approximately 0.5 percent of the shares of Common Stock outstanding on
July 31, 1998. Richard A. Lumpkin may also be deemed to be the
beneficial owner of the shares of Common Stock owned by his wife,
Gail Gawthrop Lumpkin. As trustee of the respective Trusts indicated
opposite such Reporting Person's name below, Benjamin I. Lumpkin
beneficially owns an aggregate of 196,656 shares of Common Stock, which
represents approximately 0.3 percent of the shares of Common Stock
outstanding on July 31, 1998. As trustee of the respective Trusts
indicated opposite such Reporting Person's name below, Elizabeth L.
Celio beneficially owns an aggregate of 196,656 shares of Common Stock,
which represents approximately 0.3 percent of the shares of Common Stock
outstanding on July 31, 1998.
The Reporting Persons, together with the other 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 "Principal Stockholders"), are parties to a
Stockholders' Agreement dated as of June 14, 1997 and effective
September 24, 1997, as amended by Amendment No. 1 to Stockholders'
Agreement dated as of September 19, 1997 (together, the "Stockholders
Agreement") and, accordingly, comprise a group within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934. <PAGE>
CUSIP No. 582266 10 2 13D Page 9
Collectively, insofar as is known to the Reporting Persons, this group
beneficially owns a total of 36,133,653 shares of Common Stock, which
represents 57.5 percent of such shares of Common Stock outstanding on
July 31, 1998.
The following table sets forth information regarding the
shares of Common Stock beneficially owned by the Reporting Persons, by
the other Former CCI Shareholders and by the other Principal
Stockholders. Except as indicated, beneficial ownership by the
Reporting Persons and the other Former CCI Shareholders reflects their
status as trustees of the respective trusts set forth opposite their
names in the table. The information shown in the table with respect
to each Principal Stockholder who is not a Former CCI Shareholder is
based on the most recent Schedule 13D or Amendment thereto filed by
such person that has come to the attention of the Reporting Persons.
Reference is made to such filings for further information as to such
other Principal Stockholders.<PAGE>
CUSIP No. 582266 10 2 13D Page 10
<TABLE>
<CAPTION>
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
<S> <C> <C> <C> <C>
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
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<PAGE>
CUSIP No. 582266 10 2 13D Page 11
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
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
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<PAGE>
CUSIP No. 582266 10 2 13D Page 12
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
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
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<PAGE>
CUSIP No. 582266 10 2 13D 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
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
Robert J. Currey and Margaret L. Keon 1990 Personal Shared 77,337 0.1
David R. Hodgman Income Trust for the Benefit
of Joseph John Keon III dated
April 20, 1990
Robert J. Currey and Margaret L. Keon 1990 Personal Shared 77,337 0.1
David R. Hodgman Income Trust for the Benefit
of Katherine Stoddert Keon
dated April 20, 1990
Robert J. Currey and Margaret L. Keon 1990 Personal Shared 77,337 0.1
David R. Hodgman Income Trust for the Benefit
of Lisa Anne Keon dated
April 20, 1990<PAGE>
CUSIP No. 582266 10 2 13D 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
Robert J. Currey and Margaret L. Keon 1990 Personal Shared 77,337 0.1
David R. Hodgman Income Trust for the Benefit
of Margaret Lynley Keon dated
April 20, 1990
Robert J. Currey and Margaret L. Keon 1990 Personal Shared 77,337 0.1
David R. Hodgman Income Trust for the Benefit
of Pamela Keon Vitale dated
April 20, 1990
Robert J. Currey and Margaret L. Keon 1990 Personal Shared 77,337 0.1
David R. Hodgman Income Trust for the Benefit
of Susan Tamara Keon
DeWyngaert dated April 20,
1990
Robert J. Currey and Richard Anthony Lumpkin 1990 Shared 734,701 1.2
David R. Hodgman Personal Income Trust for the
Benefit of Benjamin Iverson
Lumpkin dated April 20, 1990
Robert J. Currey and Richard Anthony Lumpkin 1990 Shared 734,701 1.2
David R. Hodgman Personal Income Trust for the
Benefit of Elizabeth Arabella
Lumpkin dated April 20, 1990
Robert J. Currey 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
Robert J. Currey 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
Robert J. Currey 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
Robert J. Currey 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<PAGE>
CUSIP No. 582266 10 2 13D 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
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)
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 219,280 0.3
Foundation
</TABLE>
The following shares of Common Stock are beneficially owned by Other
Principal Shareholders:
<TABLE>
<CAPTION>
Voting and Number of Percent of
Other Principal Dispositive Shares of Outstanding
Stockholders Trust Powers Common Stock Common Stock
<S> <C> <C> <C> <C>
Clark E. McLeod N/A Sole and 9,330,734 14.8
and Mary E. McLeod Shared
IES Inestments, Inc. N/A Sole 10,245,457 16.3
MHC Investment N/A Sole 8,068,866 12.8
Company <PAGE>
</TABLE>
CUSIP No. 582266 10 2 13D Page 16
In addition to the shares of Common Stock held subject to
the Stockholders Agreement, the following shares were transferred
after October 24, 1998 and are not subject to the provisions of the
Stockholders Agreement:
<TABLE>
<CAPTION>
Voting and Number of Percent of
Dispositive Shares of Outstanding
Reporting Person Trust Powers Common Stock Common Stock
<S> <C> <C> <C> <C>
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT Sole 100,000 0.2
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT Sole 100,000 0.2
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT dated Sole 85,000 0.1
October 27, 1998
Katherine S. Keon Katherine S. Keon 1998 CRUT dated Sole 85,000 0.1
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 NIM-CRUT Sole 100,000 0.2
dated October 27, 1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse Sole 100,000 0.2
CRUT dated October 27,
1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT Sole 100,000 0.2
dated October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated Sole 200,000 0.3
October 27, 1998
Barbara S. Federico Barbara S. Federico 1998 Spouse Sole 250,000 0.4
CRUT dated October 27,
1998
Anne S. Whitten Anne S. Whitten 1998 Spouse Sole 200,000 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 175,000 0.3
dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse Sole 250,000 0.4
CRUT dated October 27,
1998<PAGE>
</TABLE>
CUSIP No. 582266 10 2 13D Page 17
(b) The number of shares of Common Stock which Richard A.
Lumpkin has:
(i) sole power to vote or direct the vote 0
(ii) shared power to vote or direct the vote 2,266,681
(iii) sole power to dispose or direct the disposition 0
(iv) shared power to dispose or direct the disposition 2,266,681
The number of shares of Common Stock which Gail
Gawthrop Lumpkin has:
(i) sole power to vote or direct the vote 311,127
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or direct the disposition 311,127
(iv) shared power to dispose or direct the disposition 0
The number of shares of Common Stock which Benjamin I.
Lumpkin has:
(i) sole power to vote or direct the vote 100,000
(ii) shared power to vote or direct the vote 96,656
(iii) sole power to dispose or direct the disposition 100,000
(iv) shared power to dispose or direct the disposition 96,656
The number of shares of Common Stock which Elizabeth L.
Celio has:
(i) sole power to vote or direct the vote 100,000
(ii) shared power to vote or direct the vote 96,656
(iii) sole power to dispose or direct the disposition 100,000
(iv) shared power to dispose or direct the disposition 96,656
(c) The Reporting Persons and the other Former CCI
Shareholders acquired an aggregate of 8,488,596 shares of Common Stock
as set forth in the table in Item 5(a) above on September 24, 1997,
pursuant to the Merger Agreement.
Effective December 31, 1997, an aggregate of 282,440 shares
of the Common Stock were distributed upon termination of three 1993<PAGE>
CUSIP No. 582266 10 2 13D Page 18
Grantor Retained Annuity Trusts to certain Former CCI Shareholders as
follows:
<TABLE>
<CAPTION>
Number of
Distributing Trust Shares Distributee
<S> <C> <C>
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 Margaret
Annuity Trust 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>
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.<PAGE>
CUSIP No. 582266 10 2 13D Page 19
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>
Number of Trust Receiving
Distributing Trust Shares Beneficiary Contribution
<S> <C> <C> <C>
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
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<PAGE>
CUSIP No. 582266 10 2 13D Page 20
Number of Trust Receiving
Distributing Trust Shares Beneficiary Contribution
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>
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 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.
Each of the Reporting Persons and the other Principal
Stockholders and the Company have, with respect to the respective
shares of capital stock of the Company owned by each such Principal
Stockholder (exclusive of shares transferred to such stockholder after
September 24, 1998), entered into the Stockholders Agreement,
effective September 24, 1997. Pursuant to the 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 Stockholders Agreement. The Stockholders
Agreement provides that each Principal Stockholder, for so long as
such Principal Stockholder owns at least 10% (treating Richard A.
Lumpkin and the Former CCI Shareholders as a single Principal
Stockholder for this purpose) of the outstanding capital stock of the
Company (but in no event longer than three years), shall vote such
Principal Stockholder's stock and take all action within its power to:
(i) establish the size of the Board of Directors of the Company at up
to eleven directors; (ii) cause to be elected to the Board of
Directors of the Company one director designated by IES (for so long
as IES owns at least 10% of the outstanding capital stock of the
Company); (iii) cause to be elected to the Board of Directors of the<PAGE>
CUSIP No. 582266 10 2 13D Page 21
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 Former CCI Shareholders
collectively own at least 10% of the outstanding capital stock of the
Company); (v) cause to be elected to the Board of Directors of the
Company three directors who are executive officers of the Company
designated by Clark E. McLeod (for so long as Clark E. McLeod and
Mary E. McLeod own at least 10% of the outstanding capital stock of
the Company); and (vi) cause to be elected to the Board of Directors
of the Company four non-employee directors nominated by the Board of
Directors of the Company.
The Stockholders Agreement also provides that, for a period
which ended September 24, 1998, subject to certain exceptions, the
Reporting Persons who are party to that Agreement (and all other
Principal Stockholders) 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 Stockholders Agreement is
qualified in its entirety by reference to the Stockholders Agreement
which was filed as an exhibit to the original filing of this Schedule
and is incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
1. Stockholders Agreement dated as of June 14, 1997, among the
Company, the Reporting Persons and the other Former CCI Shareholders,
IES, Midwest Capital Group, Inc., 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. Power of Attorney, dated July 14, 1997, by Benjamin I.
Lumpkin. (Incorporated by reference to the Exhibit of the same number
to the original Schedule 13D, filed October 6, 1997.)
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.<PAGE>
CUSIP No. 582266 10 2 13D Page 22
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Date: October 30, 1998
Richard A. Lumpkin
Gail Gawthrop Lumpkin
Benjamin I. Lumpkin
Elizabeth L. Celio<PAGE>
CUSIP No. 582266 10 2 13D Page 23
SCHEDULE A
The following information sets forth the name, business or
residence address and present principal occupation of each of the
Reporting Persons and other Former CCI Shareholders and includes each
of the directors and executive officers of The Lumpkin Foundation (the
"Foundation"). Except as set forth in Item 5 of this Schedule 13D,
none of the directors or executive officers of the Foundation is the
beneficial owner of any Common Stock of the Company.
<TABLE>
<CAPTION>
Name Occupation Address
<S> <C> <C>
Robert J. Currey President of 21st Century World Trade Center - Chicago
350 North Orleans, Suite 600
Chicago, Illinois 60654
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
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
Katherine S. Keon 2290 Francisco St., Apt. #202
San Francisco, California 94123
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 Page 24
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<PAGE>
</TABLE>
