SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
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)
December 31, 1997
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4),
check the following box: [__].
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE>
CUSIP No. 582266 10 2 13D Page 2
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
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 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: 16,058 See Item 5.
8. Shared Voting Power: 32,114 See Item 5.
9. Sole Dispositive Power: 16,058 See Item 5.
10. Shared Dispositive Power: 32,114 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
48,172 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):
0.1% 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)
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: 0 See Item 5.
8. Shared Voting Power: 32,114 See Item 5.
9. Sole Dispositive Power: 0 See Item 5.
10. Shared Dispositive Power: 32,114 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
32,114 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):
0.1% 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)
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: 16,058 See Item 5.
8. Shared Voting Power: 0 See Item 5.
9. Sole Dispositive Power: 16,058 See Item 5.
10. Shared Dispositive Power: 0 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
16,058 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):
0.0% See Item 5.
14. Type of Reporting Person: IN<PAGE>
CUSIP No. 582266 10 2 13D 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: 16,058 See Item 5.
8. Shared Voting Power: 0 See Item 5.
9. Sole Dispositive Power: 16,058 See Item 5.
10. Shared Dispositive Power: 0 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
16,058 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):
0.0% See Item 5.
14. Type of Reporting Person: IN<PAGE>
CUSIP No. 582266 10 2 13D 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: 16,058 See Item 5.
8. Shared Voting Power: 0 See Item 5.
9. Sole Dispositive Power: 16,058 See Item 5.
10. Shared Dispositive Power: 0 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
16,058 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):
0.0% See Item 5.
14. Type of Reporting Person: IN<PAGE>
CUSIP No. 582266 10 2 13D 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.
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, and
Joseph J. Keon, III, as trustee, of the respective trusts listed
opposite such person's name in Item 5 below and by Liese A. Keon,
Susan T. DeWyngaert and Margaret Lynley Keon, 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 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
<PAGE>
CUSIP No. 582266 10 2 13D Page 9
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.
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 are being 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. The Gallo Trusts
continue to hold an aggregate of 3,539,512 shares of Common Stock.
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.
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. Subject
to the restrictions on disposition of Common Stock existing under the
Stockholders Agreement described below, any or all of the shares of
<PAGE>
CUSIP No. 582266 10 2 13D Page 10
Common Stock beneficially owned by each Reporting Person may be sold
or otherwise disposed of from time to time. None of the Reporting
Persons has any other plans or proposals which relate to or would
result in any of the matters enumerated in paragraphs (a) through (j)
of Item 4 of Schedule 13D. See Item 6 below.
Item 5. Interest in Securities of Issuer.
(a) As trustee or settlor 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 61,572,248 shares of
Common Stock reported by the Company as outstanding on October 31,
1997. Individually and as trustee of the respective Trusts indicated
opposite such Reporting Person's name below, Pamela K. Vitale
beneficially owns an aggregate of 48,172 shares of Common Stock, which
represents approximately 0.1 percent of the shares of Common Stock
outstanding on October 31, 1997. As trustee of the respective Trusts
indicated opposite such Reporting Person's name below, Joseph J. Keon,
III beneficially owns an aggregate of 32,114 shares of Common Stock,
which represents approximately 0.1 percent of the shares of Common
Stock outstanding on October 31, 1997. Liese A. Keon, Susan T.
DeWyngaert and Margaret Lynley Keon each individually is the
beneficial owner of 16,058 shares of Common Stock, which represents
less than one percent of the Common Stock outstanding on October 31,
1997.
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 (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.
Collectively, insofar as is known to the Reporting Persons, this group
beneficially owns a total of 36,052,045 shares of Common Stock, which
<PAGE>
CUSIP No. 582266 10 2 13D Page 11
represents 58.6 percent of such shares of Common Stock outstanding on
October 31, 1997.
The following table sets forth information regarding the
shares of Common Stock beneficially owned by the Reporting Persons, by
the other Former CCI Shareholders and by the other Principal
Stockholders. Except as indicated, beneficial ownership by the
Reporting Persons and the other Former CCI Shareholders reflects their
status as trustees of the respective trusts set forth opposite their
names in the table. The information shown in the table with respect
to each Principal Stockholder who is not a Former CCI Shareholder is
based on the most recent Schedule 13D or Amendment thereto filed by
such person that has come to the attention of the Reporting Persons.
Reference is made to such filings for further information as to such
other Principal Stockholders.
<TABLE>
<CAPTION>
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
<S> <C> <C> <C>
Richard A. Lumpkin Trust Agreement dated May 13, Sole 311,127 0.5
(settlor and trustee) 1978 f/b/o Richard Anthony
Lumpkin
Mary Lee Sparks Trust Agreement dated May 13, Shared 332,209 0.5
(settlor), Richard A. 1978 f/b/o Mary Lee Sparks
Lumpkin and Christina
Sparks Duncan
Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,603 0.00
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 0.00
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 0.00
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 0.00
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 0.00
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Pamela Keon
and investments) Vitale
<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; Richard Adamson Lumpkin Shared 23,603 0.00
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 256,291 0.4
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 256,291 0.4
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 256,291 0.4
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 256,291 0.4
Richard A. Lumpkin Keon 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 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; Trust named for Pamela Keon Shared 256,291 0.4
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 256,291 0.4
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 410,965 0.7
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 410,965 0.7
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 294,959 0.5
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 294,959 0.5
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 294,959 0.5
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 294,959 0.5
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 A. Trust under the Richard Anthony
Lumpkin Lumpkin 1993 Grantor Retained
Annuity Trust
Benjamin I. Lumpkin Elizabeth A. Lumpkin Holdback Shared 48,328 0.1
and Elizabeth A. Trust under the Richard Anthony
Lumpkin 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
<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
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
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
<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
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 0.3
David R. Hodgman Income Trust for the Benefit
of Anne Romayne Sparks dated
April 20, 1990
Robert J. Currey and Mary Lee Sparks 1990 Personal Shared 154,674 0.3
David R. Hodgman Income Trust for the Benefit
of Barbara Lee Sparks dated
April 20, 1990
Robert J. Currey and Mary Lee Sparks 1990 Personal Shared 154,674 0.3
David R. Hodgman Income Trust for the Benefit
of Christina Louise Sparks
dated April 20, 1990
Robert J. Currey and Mary Lee Sparks 1990 Personal Shared 154,674 0.3
David R. Hodgman Income Trust for the Benefit
of John Woodruff Sparks dated
April 20, 1990
Bank One, Texas NA; Richard Anthony Lumpkin Trust Shared 1,822 0.00
Richard A. Lumpkin under the Trust Agreement
(power to direct 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 0.4
Foundation
</TABLE>
<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 and N/A Sole and 9,249,126 15.0
Mary E. McLeod Shared
IES Investments, Inc. N/A Sole 10,245,457 16.6
MHC Investment N/A Sole 8,068,866 13.1
Company
</TABLE>
<PAGE>
CUSIP No. 582266 10 2 13D Page 16
(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 16,058
(ii) shared power to vote or direct the vote 32,114
(iii) sole power to dispose or direct the disposition 16,058
(iv) shared power to dispose or direct the disposition 16,058
The number of shares of Common Stock which Joseph J.
Keon, III has:
(i) sole power to vote or direct the vote 0
(ii) shared power to vote or direct the vote 32,114
(iii) sole power to dispose or direct the disposition 0
(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 16,058
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or direct the disposition 16,058
<PAGE>
CUSIP No. 582266 10 2 13D Page 17
(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 16,058
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or direct the disposition 16,058
(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 16,058
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or direct the disposition 16,058
(iv) shared power to dispose or direct the disposition 0
(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 Grantor Retained Annuity Trusts to certain
Former CCI Shareholders as follows:
<TABLE>
<CAPTION>
Distributing Trust Number of Distributee
Shares
<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
<PAGE>
CUSIP No. 582266 10 2 13D Page 18
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>
MHC Investment Company reported in an Amendment to Schedule 13D
that MHC sold 250,000 shares of Common Stock at average prices ranging
from a low of $32.37 to a high of $37.00 per share between December 15
and 31, 1997.
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, entered into the Stockholders Agreement, effective
<PAGE>
CUSIP No. 582266 10 2 13D Page 19
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) has 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 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 the
period ending September 24, 1998, subject to certain exceptions, the
Reporting Persons (and all other Principal Stockholders) will not sell
or otherwise dispose of any equity securities of the Company without
the consent of the Board of Directors of the Company. If the Company
consents to any sale or other disposition by a party to the
Stockholders Agreement, the other parties to the Stockholders
Agreement (treating the Former CCI Shareholders as a single party for
this purpose)are permitted to sell or otherwise dispose of an equal
percentage of the total number of shares of Common Stock beneficially
owned by such other party. Likewise, if the Company grants a party to
the Stockholders Agreement an opportunity to register Common Stock for
sale under the Securities Act of 1933, as amended, the Company will
grant each other party (treating the Former CCI Shareholders as a
<PAGE>
CUSIP No. 582266 10 2 13D Page 20
single party for this purpose) the opportunity to register a
corresponding percentage of such party's shares for transfer under the
Securities Act.
The foregoing description of the Stockholders Agreement is
qualified in its entirety by reference to the Stockholders Agreement
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 September 30, 1997, by Liese A.
Keon.
3. Joint Filing Agreement set forth below.
JOINT FILING AGREEMENT
By signing this Schedule 13D below, each of the Reporting
Persons agrees pursuant to Rule 13d-1(f) that this Amendment to
Schedule 13D is filed on behalf of each Reporting Person.<PAGE>
CUSIP No. 582266 10 2 13D Page 21
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: January 9, 1998
Margaret L. Keon
Pamela K. Vitale
Joseph J. Keon, III
Liese A. Keon
By: Margaret L. Keon,
Attorney in Fact
Susan T. DeWyngaert
Margaret Lynley Keon<PAGE>
CUSIP No. 582266 10 2 13D Page 22
SCHEDULE A
The following information sets forth the name, business or
residence address and present principal occupation of each of the
Reporting Persons and other Former CCI Shareholders and includes each
of the directors and executive officers of The Lumpkin Foundation (the
"Foundation"). Except as set forth in Item 5 of this Schedule 13D,
none of the directors or executive officers of the Foundation is the
beneficial owner of any Common Stock of the Company.
<TABLE>
<CAPTION>
Name Occupation Address
<S> <C> <C>
Robert J. Currey President of the McLeodUSA Incorporated
Telecommunications subsidiary of 6400 C Street, S.W.
McLeodUSA Incorporated P.O. Box 3177
Cedar Rapids, Iowa
52406-3177
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
Liese A. Keon Management Consultant 2 Ash Street #4
Kentfield, California 94904
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 14 Sloane Square House
Holbein Place
London, England SW1W8N5
Benjamin I. Lumpkin Investments 121 South 17th Street
Mattoon, Illinois 61938
Elizabeth A. Lumpkin Graduate Student; (Director of 109 S. Humphrey Avenue, #3N
the Foundation) Oak Park, Illinois 60302<PAGE>
CUSIP No. 582266 10 2 13D Page 23
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
<PAGE>
EXHIBIT 2
POWER OF ATTORNEY, DATED SEPTEMBER 30, 1997,
BY LIESE A. KEON
UNIFORM STATUTORY FORM
POWER OF ATTORNEY
(California Probate Code Section 4401)
NOTICE: THE POWERS GRANTED BY THIS DOCUMENT ARE BROAD AND SWEEPING.
THEY ARE EXPLAINED IN THE UNIFORM STATUTORY FORM POWER OF ATTORNEY ACT
(CALIFORNIA PROBATE CODE SECTIONS 4400-4465). IF YOU HAVE ANY
QUESTIONS ABOUT THESE POWERS, OBTAIN COMPETENT LEGAL ADVICE. THIS
DOCUMENT DOES NOT AUTHORIZE ANYONE TO MAKE MEDICAL AND OTHER HEALTH-
CARE DECISIONS FOR YOU. YOU MAY REVOKE THIS POWER OF ATTORNEY IF YOU
LATER WISH TO DO SO.
I, Liese A. Keon, of 2 Ash Street, #4, Kentfield, California
94904 (415-453-9525) appoint my mother, Margaret L. Keon, of 21
Windward Road, Belvedere, California 94920 (415-435-4696) as my agent
(attorney-in-fact) to act for me in any lawful way with respect to the
following initiated subjects:
TO GRANT ALL OF THE FOLLOWING POWERS. INITIAL THE LINE IN
FRONT OF (N) AND IGNORE THE LINES IN FRONT OF THE OTHER POWERS.
TO GRANT ONE OR MORE, BUT FEWER THAN ALL, OF THE FOLLOWING
POWERS, INITIAL THE LINE IN FRONT OF EACH POWER YOU ARE GRANTING.
TO WITHHOLD A POWER, DO NOT INITIAL THE LINE IN FRONT OF IT.
YOU MAY, BUT NEED NOT, CROSS OUT EACH POWER WITHHELD.
INITIAL
________ (A) Real property transactions.
________ (B) Tangible personal property transactions.
________ (C) Stock and bond transactions.
________ (D) Commodity and option transactions.
________ (E) Banking and other financial institution
transactions.
________ (F) Business operating transactions.
________ (G) Insurance and annuity transactions.
________ (H) Estate, trust, and other beneficiary
transactions.
________ (I) Claims and litigation.
<PAGE>
CUSIP No. 582266 10 2 13D Page 25
________ (J) Personal and family maintenance.
________ (K) Benefits from social security, medicare,
medicaid, or other governmental programs, or
civil or military service.
________ (L) Retirement plan transactions.
________ (M) Tax matters.
LAK (N) ALL OF THE POWERS LISTED ABOVE.
========
YOU NEED NOT INITIAL ANY OTHER LINES IF YOU INITIAL
LINE (N).
SPECIAL INSTRUCTIONS:
ON THE FOLLOWING LINES YOU MAY GIVE SPECIAL INSTRUCTIONS
LIMITING OR EXTENDING THE POWERS GRANTED TO YOUR AGENT. I give my
agent the power to make such gifts as I have regularly made to
charitable organizations described in Section 170(c) of the Internal
Revenue Code or corresponding provisions of any subsequent federal tax
laws and to make such gifts to the descendants of my mother, or for
their benefit, as my agent shall determine
UNLESS YOU DIRECT OTHERWISE ABOVE, THIS POWER OF ATTORNEY IS
EFFECTIVE IMMEDIATELY AND WILL CONTINUE UNTIL IT IS REVOKED.
This power of attorney will continue to be effective even
though I become incapacitated.
STRIKE THE PRECEDING SENTENCE IF YOU DO NOT WANT THIS POWER
OF ATTORNEY TO CONTINUE IF YOU BECOME INCAPACITATED.
EXERCISE OF POWER OF ATTORNEY
WHERE MORE THAN ONE AGENT
DESIGNATED
If I have designated more than one agent, the agents are to
act separately.
IF YOU APPOINTED MORE THAN ONE AGENT AND YOU WANT EACH AGENT
TO BE ABLE TO ACT ALONE WITHOUT THE OTHER AGENT JOINING, WRITE THE
WORD "SEPARATELY" IN THE BLANK SPACE ABOVE. IF YOU DO NOT INSERT ANY
<PAGE>
CUSIP No. 582266 10 2 13D Page 26
WORD IN THE BLANK SPACE, OR IF YOU INSERT THE WORD "JOINTLY", THEN ALL
OF YOUR AGENTS MUST ACT OR SIGN TOGETHER.
I agree that any third party who receives a copy of this
document may act under it. Revocation of the power of attorney is not
effective as to a third party until the third party has actual
knowledge of the revocation. I agree to indemnify the third party for
any claims that arise against the third party because of reliance on
this power of attorney.
Signed this 30th day of September, 1997
s/ Liese A. Keon (your signature)
================================
###-##-#### (your social security number)
================================
State of California County of Marin
BY ACCEPTING OR ACTING UNDER THE APPOINTMENT, THE AGENT
ASSUMES THE FIDUCIARY AND OTHER LEGAL RESPONSIBILITIES OF AN AGENT.
<PAGE>
CUSIP No. 582266 10 2 13D Page 27
CERTIFICATE OF ACKNOWLEDGMENT OF
NOTARY PUBLIC
State of California :
: ss.
County of Marin :
On September 30, 1997 before me, a notary public, personally
appeared Liese A. Keon, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to me that she
executed the same in her authorized capacity, and that by her
signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.
WITNESS my hand and official seal.
s/ Eric L. Stone
27<PAGE>
