UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check this box if no longer subject to Section 16. Form 4 or
Form 5 obligations may continue. See Instructions 1(b).
1. Name and Address of Reporting Person:
Margaret L. Keon
c/o Keon Associates
16 Miller Avenue, Suite 203
Mill Valley, California 94941
U.S.A.
2. Issuer Name and Ticker or Trading Symbol:
McLeodUSA Incorporated
MCLD
3. IRS or Social Security Number of Reporting Person (Voluntary):
4. Statement for Month/Year:
February 1999
5. If Amendment, Date of Original (Month/Year):
6. Relationship of Reporting Person(s) to Issuer (Check all
applicable):
( ) Director ( ) 10% Owner ( ) Officer (give title below) (x)
Other (specify below)
Member of 13(d) group owning more than 10%
7. Individual or Joint/Group Filing (Check Applicable Line):
( ) Form filed by One Reporting Person
(x) Form filed by More than One Reporting Person
<PAGE>
<TABLE>
<CAPTION>
Table I -- Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
5.
Amount of 6.
2. Securities Owner-
Trans- Beneficially ship Form:
1. action 3. 4. Owned at End Direct (D) 7.
Title of Date Transaction Securities Acquired (A) of Month or Indirect Nature of Indirect
Security (Month / Code or Disposed of (D) (Instr. 3 (I) Beneficial Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- --------- ----------- ------------------------- ----------- ----------- --------------
Code V Amount (A)or(D) Price
----- ---- ------ -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Class A 02/01/99 S 4,615 D $41.63 I By Joseph J. Keon III
Common 1998 CRUT dated
Stock October 27, 1998
02/01/99 S 385 D 41.50 I By Joseph J. Keon III
1998 CRUT dated
October 27, 1998
02/03/99 S 1,154 D 41.50 48,846 (1) I By Joseph J. Keon III
1998 CRUT dated
October 27, 1998
02/01/99 S 4,615 D 41.63 I By Margaret Lynley
Keon 1998 NIM-CRUT
dated October 27, 1998
02/01/99 S 385 D 41.50 I By Margaret Lynley
Keon 1998 NIM-CRUT
dated October 27, 1998
02/03/99 S 1,154 D 41.50 63,846 (2) I By Margaret Lynley
Keon 1998 NIM-CRUT
dated October 27, 1998
02/01/99 S 4,615 D 41.63 I By Susan K. DeWyngaert
1998 Spouse CRUT dated
October 27, 1998
02/01/99 S 385 D 41.50 I By Susan K. DeWyngaert
1998 Spouse CRUT dated
October 27, 1998
02/03/99 S 1,154 D 41.50 63,846 (3) I By Susan K. DeWyngaert
1998 Spouse CRUT dated
October 27, 1998
02/01/99 S 4,615 D 41.63 I By Pamela K. Vitale
1998 Spouse CRUT dated
October 27, 1998
<PAGE>
5.
Amount of 6.
2. Securities Owner-
Trans- Beneficially ship Form:
1. action 3. 4. Owned at End Direct (D) 7.
Title of Date Transaction Securities Acquired (A) of Month or Indirect Nature of Indirect
Security (Month / Code or Disposed of (D) (Instr. 3 (I) Beneficial Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- --------- ----------- ------------------------- ----------- ----------- --------------
Code V Amount (A)or(D) Price
----- ---- ------ -------- -----
02/01/99 S 385 D 41.50 I By Pamela K. Vitale
1998 Spouse CRUT dated
October 27, 1998
02/03/99 S 1,154 D 41.50 63,846 (4) I By Pamela K. Vitale
1998 Spouse CRUT dated
October 27, 1998
02/01/99 S 4,615 D 41.63 I By Liese A. Keon 1998
CRUT dated October 27,
1998
02/01/99 S 385 D 41.50 I By Liese A. Keon 1998
CRUT dated October 27,
1998
02/03/99 S 1,153 D 41.50 163,847 (5) I By Liese A. Keon 1998
CRUT dated October 27,
1998
75,037 I By Margaret L. Keon
1990 Personal Income
Trust for the Benefit
of Susan Tamara Keon
DeWyngaert dated April
20, 1990
75,037 I By Margaret L. Keon
1990 Personal Income
Trust for the Benefit
of Joseph John Keon
III dated April 20,
1990
75,037 I By Margaret L. Keon
1990 Personal Income
Trust for the Benefit
of Katherine Stoddert
Keon dated April 20,
1990
<PAGE>
5.
Amount of 6.
2. Securities Owner-
Trans- Beneficially ship Form:
1. action 3. 4. Owned at End Direct (D) 7.
Title of Date Transaction Securities Acquired (A) of Month or Indirect Nature of Indirect
Security (Month / Code or Disposed of (D) (Instr. 3 (I) Beneficial Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- --------- ----------- ------------------------- ----------- ----------- --------------
Code V Amount (A)or(D) Price
----- ---- ------ -------- -----
75,037 I By Margaret L. Keon
1990 Personal Income
Trust for the Benefit
of Lisa Anne Keon
dated April 20, 1990
75,037 I By Margaret L. Keon
1990 Personal Income
Trust for the Benefit
of Margaret Lynley
Keon dated April 20,
1990
75,037 I By Margaret L. Keon
1990 Personal Income
Trust for the Benefit
of Pamela Keon Vitale
dated April 20, 1990
506,461 I By Margaret Lumpkin
Keon Trust dated May
13, 1978
16,057 (6) I By Joseph J. Keon III
Holdback Trust under
the Margaret L. Keon
1993 Grantor Retained
Annuity Trust
16,057 (6) I By Katherine S. Keon
Holdback Trust under
the Margaret L. Keon
1993 Grantor Retained
Annuity Trust
16,058 (7) D
16,058 (8) D
16,058 (9) D
16,058 (10) D
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Table II -- Derivative Securities Acquired,
Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
9.
Number of 10.
Deriva- Ownership
5. tive Form of 11.
Number of Securi- Deriva- Nature
2. Derivative ties tive of
1. Conver- 3. Securities 6. 7. 8. Benefi- Security: Indirect
Title of sion or Trans- 4. Acquired Date Exer- Title and Price of cially Direct Benefi-
Deriva- Exercise action Trans- (A) or cisable and Amount of Deriva- Owned at (D) cial
tive Price of Date action Disposed Expiration Underlying tive End of or Indi- Owner-
Security Deriva- (Month/ Code of (D) Date Securities Security Month rect (I) ship
(Instr. tive Day/ (Instr. (Instr. 3, (Month/ Day/ (Instr. 3 (Instr. (Instr. (Instr. (Instr.
3) Security Year) 8) 4 and 5) Year) and 4) 5) 4) 4) 4)
-------- -------- ------- ------- ---------- --------------- -------------- ------- ------- --------- -------
Amount
or
Date Expir- Number
Exer- ation of
Code V (A) (D) cisable Date Title Shares
---- -- --- --- ------- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Explanation of Responses:
Explanation of footnotes to Table I: For purposes of Section
13(d) of the Securities Exchange Act, each of the joint filers is a
member of a group that together owns more than 10% of the Issuer's
Class A Common Stock. Except as indicated in the following notes, the
securities shown in Table I are beneficially owned for purposes of
Rule 16a-1(a)(2) by Margaret L. Keon and not by any of the other joint
filers.
(1) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Joseph J. Keon III. These shares are not subject to Mr.
Keon's agreement with the other members of the 13(d) group
referred to in Item 6 of the cover page of this Form 4.
<PAGE>
(2) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Margaret Lynley Keon. These shares are not subject to Ms.
Keon's agreement with the other members of the 13(d) group
referred to in Item 6 of the cover page of this Form 4.
(3) Beneficially owned for purposes of Rule 16a-1(a)(2) by Susan
K. DeWyngaert. These shares are not subject to Ms.
DeWyngaert's agreement with the other members of the 13(d)
group referred to in Item 6 of the cover page of this Form
4.
(4) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Pamela K. Vitale. These shares are not subject to Ms.
Vitale's agreement with the other members of the 13(d) group
referred to in Item 6 of the cover page of this Form 4.
(5) Beneficially owned for purposes of Rule 16a-1(a)(2) by Liese
A. Keon. These shares are not subject to Ms. Keon's
agreement with the other members of the 13(d) group referred
to in Item 6 of the cover page of this Form 4.
(6) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Joseph J. Keon III and Pamela K. Vitale.
(7) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Pamela K. Vitale.
(8) Beneficially owned for purposes of Rule 16a-1(a)(2) by Liese
A. Keon.
(9) Beneficially owned for purposes of Rule 16a-1(a)(2) by Susan
T. DeWyngaert.
(10) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Margaret Lynley Keon.
SIGNATURE OF REPORTING PERSON(S):
Margaret L. Keon*
By: Steven L. Grissom
Attorney in Fact
Dated: March 8, 1999
*See Exhibit 1-C
<PAGE>
JOINT FILER INFORMATION
Name: Joseph J. Keon III
Address: c/o Keon Associates, 16 Miller Avenue, Suite 203, Mill
Valley, California 94941
Designated Filer: Margaret L. Keon
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: February 1999
Signature: Joseph J. Keon III*
By: Steven L. Grissom
Attorney in Fact
JOINT FILER INFORMATION
Name: Pamela K. Vitale (formerly Pamela Ryan Keon)
Address: c/o Keon Associates, 16 Miller Avenue, Suite 203, Mill
Valley, California 94941
Designated Filer: Margaret L. Keon
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: February 1999
Signature: Pamela K. Vitale**
By: Steven L. Grissom
Attorney in Fact
* See Exhibit 1-A
**See Exhibit 1-D
<PAGE>
JOINT FILER INFORMATION
Name: Liese A. Keon
Address: 2868 South Lakeridge Trail, Boulder, Colorado 80302
Designated Filer: Margaret L. Keon
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: February 1999
Signature: Liese A. Keon*
By: Steven L. Grissom
Attorney in Fact
JOINT FILER INFORMATION
Name: Susan T. DeWyngaert
Address: 335 South 7th Street, Philadelphia, Pennsylvania 19106
Designated Filer: Margaret L. Keon
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: February 1999
Signature: Susan T. DeWyngaert**
By: Steven L. Grissom
Attorney in Fact
* See Exhibit 1-B
**See Exhibit 1-E
<PAGE>
JOINT FILER INFORMATION
Name: Margaret Lynley Keon
Address: 56 Bourne Street, London, England SW1W8JD
Designated Filer: Margaret L. Keon
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: February 1999
Signature: Margaret Lynley Keon*
By: Steven L. Grissom
Attorney in Fact
DATED: March 8, 1999
*See Exhibit 1-F
<PAGE>
Exhibit 1-A
POWER OF ATTORNEY
-----------------
Power of Attorney made this 9th day of December, 1998:
I, JOSEPH J. KEON III, of 16 Miller Avenue, Mill Valley,
California 94941, hereby appoint Steven L. Grissom, of 21 South
Country Club Road, Mattoon, Illinois 61938, as my attorney-in-fact for
the purpose of taking the actions set forth below:
1. To execute and file on my behalf, individually or in any
fiduciary or other capacity, reports and other forms with the
Securities and Exchange Commission relating to shares of Class A
Common Stock of McLeodUSA Incorporated acquired, beneficially owned,
held or disposed of by me, whether individually, as trustee of one or
more trusts, or otherwise;
2. To execute assignments and other instruments required
for the sale of shares of Class A Common Stock of McLeodUSA
Incorporated; and
3. To execute account agreements and all other documents
required to open or to close on my behalf accounts with any bank,
trust company, savings association, broker or other depository or
agent and to deposit in or transfer between any such account held in
my name any monies or other property and to examine or receive related
records, including canceled checks.
The powers and authorities granted herein shall not be
affected, impaired or exhausted by any nonexercise or by any one or
more exercises thereof. My attorney shall exercise or fail to
exercise the powers and authorities granted herein in each case as my
attorney, in my attorney's own absolute discretion, deems desirable or
appropriate under existing circumstances.
This Power of Attorney is effective immediately and will
remain in effect, even though I become incapacitated, until revoked by
a written instrument signed by me and delivered to my attorney. It is
my intent that the power granted herein shall continue without
interruption until my death, unless previously revoked by me.
This Power of Attorney shall not affect or impair the
validity of any other Power of Attorney that I have in force upon the
effective date of this instrument.
Any person, corporation, partnership, or other legal entity
dealing with my attorney may rely without inquiry upon my attorney's
certification that this instrument is still in effect. No person,
partnership, corporation, or legal entity relying on this power of
attorney in good faith and without actual notice of revocation shall
be required to see to the application and disposition of any moneys,
stocks, bonds, securities, or other property paid to or delivered to
<PAGE>
my attorney, or my attorney's substitute, pursuant to the provisions
hereof.
This power of attorney shall be governed by the laws of
Illinois.
Reproductions of this executed original (with reproduced
signatures and the certificate of acknowledgment) shall be deemed to
be original counterparts of this power of attorney.
/s/Joseph J. Keon III
-----------------------------------
Principal
Specimen signature of my attorney:
__________________________________ ___________________________________
Steven L. Grissom Principal (as witness to attorney's
signature)
______________________________________________________________________
STATE OF CALIFORNIA )
) ss
COUNTY OF MARIN )
I, a Notary Public, in and for said County and State, hereby
certify that JOSEPH J. KEON III, personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared
before me this day in person and acknowledged that he signed that
instrument as his free and voluntary act, for the uses and purposes
therein set forth.
Given under my hand and notarial seal this 9th day of
December, 1998.
/s/ Wayne Lang
-----------------------------------
Notary Public
Wayne Lang
This document was prepared by: Commission #1182710
Debra L. Stetter Notary Public - California
Schiff Hardin & Waite Marin County
6600 Sears Tower My commission expires May 7, 2002
Chicago, Illinois 60606
<PAGE>
EXHIBIT 1-B
POWER OF ATTORNEY
-----------------
Power of Attorney made this 3rd day of December,1998:
I, LIESE A. KEON of 2868 South Lakeridge Trail, Boulder,
Colorado 80302, hereby appoint Steven L. Grissom, of 21 South Country
Club Road, Mattoon, Illinois 61938, as my attorney-in-fact for the
purpose of taking the actions set forth below:
1. To execute and file on my behalf, individually or in any
fiduciary or other capacity, reports and other forms with the
Securities and Exchange Commission relating to shares of Class A
Common Stock of McLeodUSA Incorporated acquired, beneficially owned,
held or disposed of by me, whether individually, as trustee of one or
more trusts, or otherwise;
2. To execute assignments and other instruments required
for the sale of shares of Class A Common Stock of McLeodUSA
Incorporated; and
3. To execute account agreements and all other documents
required to open or to close on my behalf accounts with any bank,
trust company, savings association, broker or other depository or
agent and to deposit in or transfer between any such account held in
my name any monies or other property and to examine or receive related
records, including canceled checks.
The powers and authorities granted herein shall not be
affected, impaired or exhausted by any nonexercise or by any one or
more exercises thereof. My attorney shall exercise or fail to
exercise the powers and authorities granted herein in each case as my
attorney, in my attorney's own absolute discretion, deems desirable or
appropriate under existing circumstances.
This Power of Attorney is effective immediately and will
remain in effect, even though I become incapacitated, until revoked by
a written instrument signed by me and delivered to my attorney. It is
my intent that the power granted herein shall continue without
interruption until my death, unless previously revoked by me.
This Power of Attorney shall not affect or impair the
validity of any other Power of Attorney that I have in force upon the
effective date of this instrument.
Any person, corporation, partnership, or other legal entity
dealing with my attorney may rely without inquiry upon my attorney's
certification that this instrument is still in effect. No person,
partnership, corporation, or legal entity relying on this power of
attorney in good faith and without actual notice of revocation shall
be required to see to the application and disposition of any moneys,
stocks, bonds, securities, or other property paid to or delivered to
<PAGE>
my attorney, or my attorney's substitute, pursuant to the provisions
hereof.
This power of attorney shall be governed by the laws of
Illinois.
Reproductions of this executed original (with reproduced
signatures and the certificate of acknowledgment) shall be deemed to
be original counterparts of this power of attorney.
/s/ Liese A. Keon
-----------------------------------
Principal
Specimen signature of my attorney:
_________________________________ ___________________________________
Steven L. Grissom Principal (as witness to attorney's
signature)
______________________________________________________________________
STATE OF COLORADO )
) ss
COUNTY OF BOULDER )
I, a Notary Public, in and for said County and State, hereby
certify that LIESE A. KEON, personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared
before me this day in person and acknowledged that she signed that
instrument as her free and voluntary act, for the uses and purposes
therein set forth.
Given under my hand and notarial seal this 3rd day of
December, 1998.
/s/ Tracey L. James
-----------------------------------
Notary Public, State of Colorado
My commission expires 06/09/2001
This document was prepared by:
Debra L. Stetter
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
<PAGE>
EXHIBIT 1-C
POWER OF ATTORNEY
-----------------
Power of Attorney made this 9th day of December, 1998:
I, MARGARET L. KEON, of 16 Miller Avenue, Mill Valley,
California 94941, hereby appoint Steven L. Grissom, of 21 South
Country Club Road, Mattoon, Illinois 61938, as my attorney-in-fact for
the purpose of taking the actions set forth below:
1. To execute and file on my behalf, individually or in any
fiduciary or other capacity, reports and other forms with the
Securities and Exchange Commission relating to shares of Class A
Common Stock of McLeodUSA Incorporated acquired, beneficially owned,
held or disposed of by me, whether individually, as trustee of one or
more trusts, or otherwise;
2. To execute assignments and other instruments required
for the sale of shares of Class A Common Stock of McLeodUSA
Incorporated; and
3. To execute account agreements and all other documents
required to open or to close on my behalf accounts with any bank,
trust company, savings association, broker or other depository or
agent and to deposit in or transfer between any such account held in
my name any monies or other property and to examine or receive related
records, including canceled checks.
The powers and authorities granted herein shall not be
affected, impaired or exhausted by any nonexercise or by any one or
more exercises thereof. My attorney shall exercise or fail to
exercise the powers and authorities granted herein in each case as my
attorney, in my attorney's own absolute discretion, deems desirable or
appropriate under existing circumstances.
This Power of Attorney is effective immediately and will
remain in effect, even though I become incapacitated, until revoked by
a written instrument signed by me and delivered to my attorney. It is
my intent that the power granted herein shall continue without
interruption until my death, unless previously revoked by me.
This Power of Attorney shall not affect or impair the
validity of any other Power of Attorney that I have in force upon the
effective date of this instrument.
Any person, corporation, partnership, or other legal entity
dealing with my attorney may rely without inquiry upon my attorney's
certification that this instrument is still in effect. No person,
partnership, corporation, or legal entity relying on this power of
attorney in good faith and without actual notice of revocation shall
be required to see to the application and disposition of any moneys,
stocks, bonds, securities, or other property paid to or delivered to
<PAGE>
my attorney, or my attorney's substitute, pursuant to the provisions
hereof.
This power of attorney shall be governed by the laws of
Illinois.
Reproductions of this executed original (with reproduced
signatures and the certificate of acknowledgment) shall be deemed to
be original counterparts of this power of attorney.
/s/ Margaret L. Keon
-----------------------------------
Principal
Specimen signature of my attorney:
_________________________________ ___________________________________
Steven L. Grissom Principal (as witness to attorney's
signature)
______________________________________________________________________
STATE OF CALIFORNIA )
) ss
COUNTY OF MARIN )
I, a Notary Public, in and for said County and State, hereby
certify that MARGARET L. KEON, personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared
before me this day in person and acknowledged that she signed that
instrument as her free and voluntary act, for the uses and purposes
therein set forth.
Given under my hand and notarial seal this 9th day of
December, 1998.
/s/ Wayne Lang
-----------------------------------
Notary Public
Wayne Lang
This document was prepared by: Commission #1182710
Debra L. Stetter Notary Public - California
Schiff Hardin & Waite Marin County
6600 Sears Tower My commission expires May 7, 2002
Chicago, Illinois 60606
<PAGE>
EXHIBIT 1-D
POWER OF ATTORNEY
-----------------
Power of Attorney made this 3rd day of December, 1998:
I, PAMELA RYAN KEON, of 16 Miller Avenue, Mill Valley,
California 94941, hereby appoint Steven L. Grissom, of 21 South
Country Club Road, Mattoon, Illinois 61938, as my attorney-in-fact for
the purpose of taking the actions set forth below:
1. To execute and file on my behalf, individually or in any
fiduciary or other capacity, reports and other forms with the
Securities and Exchange Commission relating to shares of Class A
Common Stock of McLeodUSA Incorporated acquired, beneficially owned,
held or disposed of by me, whether individually, as trustee of one or
more trusts, or otherwise;
2. To execute assignments and other instruments required
for the sale of shares of Class A Common Stock of McLeodUSA
Incorporated; and
3. To execute account agreements and all other documents
required to open or to close on my behalf accounts with any bank,
trust company, savings association, broker or other depository or
agent and to deposit in or transfer between any such account held in
my name any monies or other property and to examine or receive related
records, including canceled checks.
The powers and authorities granted herein shall not be
affected, impaired or exhausted by any nonexercise or by any one or
more exercises thereof. My attorney shall exercise or fail to
exercise the powers and authorities granted herein in each case as my
attorney, in my attorney's own absolute discretion, deems desirable or
appropriate under existing circumstances.
This Power of Attorney is effective immediately and will
remain in effect, even though I become incapacitated, until revoked by
a written instrument signed by me and delivered to my attorney. It is
my intent that the power granted herein shall continue without
interruption until my death, unless previously revoked by me.
This Power of Attorney shall not affect or impair the
validity of any other Power of Attorney that I have in force upon the
effective date of this instrument.
Any person, corporation, partnership, or other legal entity
dealing with my attorney may rely without inquiry upon my attorney's
certification that this instrument is still in effect. No person,
partnership, corporation, or legal entity relying on this power of
attorney in good faith and without actual notice of revocation shall
be required to see to the application and disposition of any moneys,
stocks, bonds, securities, or other property paid to or delivered to
<PAGE>
my attorney, or my attorney's substitute, pursuant to the provisions
hereof.
This power of attorney shall be governed by the laws of
Illinois.
Reproductions of this executed original (with reproduced
signatures and the certificate of acknowledgment) shall be deemed to
be original counterparts of this power of attorney.
/s/ Pamela Ryan Keon
-----------------------------------
Principal
Specimen signature of my attorney:
_________________________________ ___________________________________
Steven L. Grissom Principal (as witness to attorney's
signature)
______________________________________________________________________
STATE OF CALIFORNIA )
) ss
COUNTY OF MARIN )
I, a Notary Public, in and for said County and State, hereby
certify that PAMELA RYAN KEON, personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared
before me this day in person and acknowledged that she signed that
instrument as her free and voluntary act, for the uses and purposes
therein set forth.
Given under my hand and notarial seal this 9th day of
December, 1998.
/s/ Wayne Lang
-----------------------------------
Notary Public
Wayne Lang
This document was prepared by: Commission #1182710
Debra L. Stetter Notary Public - California
Schiff Hardin & Waite Marin County
6600 Sears Tower My commission expires May 7, 2002
Chicago, Illinois 60606
<PAGE>
EXHIBIT 1-E
POWER OF ATTORNEY
-----------------
Power of Attorney made this 31st day of December, 1998:
I, Susan T. Keon DeWyngaert, of 335 South 7th Street,
Philadelphia, PA 19106, hereby appoint Steven L. Grissom, of 21 South
Country Club Road, Mattoon, Illinois 61938, as my attorney-in-fact for
the purpose of taking the actions set forth below:
1. To execute and file on my behalf, individually or in any
fiduciary or other capacity, reports and other forms with the
Securities and Exchange Commission relating to shares of Class A
Common Stock of McLeodUSA Incorporated acquired, beneficially owned,
held or disposed of by me, whether individually, as trustee of one or
more trusts, or otherwise;
2. To execute assignments and other instruments required
for the sale of shares of Class A Common Stock of McLeodUSA
Incorporated; and
3. To execute account agreements and all other documents
required to open or to close on my behalf accounts with any bank,
trust company, savings association, broker or other depository or
agent and to deposit in or transfer between any such account held in
my name any monies or other property and to examine or receive related
records, including canceled checks.
The powers and authorities granted herein shall not be
affected, impaired or exhausted by any nonexercise or by any one or
more exercises thereof. My attorney shall exercise or fail to
exercise the powers and authorities granted herein in each case as my
attorney, in my attorney's own absolute discretion, deems desirable or
appropriate under existing circumstances.
This Power of Attorney is effective immediately and will
remain in effect, even though I become incapacitated, until revoked by
a written instrument signed by me and delivered to my attorney. It is
my intent that the power granted herein shall continue without
interruption until my death, unless previously revoked by me.
This Power of Attorney shall not affect or impair the
validity of any other Power of Attorney that I have in force upon the
effective date of this instrument.
Any person, corporation, partnership, or other legal entity
dealing with my attorney may rely without inquiry upon my attorney's
certification that this instrument is still in effect. No person,
partnership, corporation, or legal entity relying on this power of
attorney in good faith and without actual notice of revocation shall
be required to see to the application and disposition of any moneys,
stocks, bonds, securities, or other property paid to or delivered to
<PAGE>
my attorney, or my attorney's substitute, pursuant to the provisions
hereof.
This power of attorney shall be governed by the laws of
Illinois.
Reproductions of this executed original (with reproduced
signatures and the certificate of acknowledgment) shall be deemed to
be original counterparts of this power of attorney.
/s/ Susan T. Keon DeWyngaert
-----------------------------------
Principal
Specimen signature of my attorney:
/s/ Steven L. Grissom
--------------------------------- -----------------------------------
Steven L. Grissom Principal (as witness to attorney's
signature)
______________________________________________________________________
STATE OF NEW JERSEY )
) ss
COUNTY OF MONMOUTH )
I, a Notary Public, in and for said County and State, hereby
certify that Susan DeWyngaert, personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared
before me this day in person and acknowledged that he/she signed that
instrument as his/her free and voluntary act, for the uses and
purposes therein set forth.
Given under my hand and notarial seal this 31st day of
December, 1998.
/s/ Walter T. MacGowan, Jr.
-----------------------------------
Notary Public
Walter T. MacGowan, Jr.
Notary Public of New Jersey
My Commission Expires June 28, 1999
This document was prepared by:
Debra L. Stetter
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
<PAGE>
Exhibit 1-F
POWER OF ATTORNEY
-----------------
Power of Attorney made this 28th day of January, 1999:
I, MARGARET LYNLEY KEON, of 56 Bourne Street, London,
England SW1W8JD, hereby appoint Steven L. Grissom, of 21 South Country
Club Road, Mattoon, Illinois 61938, as my attorney-in-fact for the
purpose of taking the actions set forth below:
1. To execute and file on my behalf, individually or in any
fiduciary or other capacity, reports and other forms with the
Securities and Exchange Commission relating to shares of Class A
Common Stock of McLeodUSA Incorporated acquired, beneficially owned,
held or disposed of by me, whether individually, as trustee of one or
more trusts, or otherwise;
2. To execute assignments and other instruments required
for the sale of shares of Class A Common Stock of McLeodUSA
Incorporated; and
3. To execute account agreements and all other documents
required to open or to close on my behalf accounts with any bank,
trust company, savings association, broker or other depository or
agent and to deposit in or transfer between any such account held in
my name any monies or other property and to examine or receive related
records, including canceled checks.
The powers and authorities granted herein shall not be
affected, impaired or exhausted by any nonexercise or by any one or
more exercises thereof. My attorney shall exercise or fail to
exercise the powers and authorities granted herein in each case as my
attorney, in my attorney's own absolute discretion, deems desirable or
appropriate under existing circumstances.
This Power of Attorney is effective immediately and will
remain in effect, even though I become incapacitated, until revoked by
a written instrument signed by me and delivered to my attorney. It is
my intent that the power granted herein shall continue without
interruption until my death, unless previously revoked by me.
This Power of Attorney shall not affect or impair the
validity of any other Power of Attorney that I have in force upon the
effective date of this instrument.
Any person, corporation, partnership, or other legal entity
dealing with my attorney may rely without inquiry upon my attorney's
certification that this instrument is still in effect. No person,
partnership, corporation, or legal entity relying on this power of
attorney in good faith and without actual notice of revocation shall
be required to see to the application and disposition of any moneys,
<PAGE>
stocks, bonds, securities, or other property paid to or delivered to
my attorney, or my attorney's substitute, pursuant to the provisions
hereof.
This power of attorney shall be governed by the laws of
Illinois.
Reproductions of this executed original (with reproduced
signatures and the certificate of acknowledgment) shall be deemed to
be original counterparts of this power of attorney.
/s/Margaret Lynley Keon
-----------------------------------
Principal
Specimen signature of my attorney:
_________________________________ ___________________________________
Steven L. Grissom Principal (as witness to attorney's
signature)
______________________________________________________________________
STATE OF ILLINOIS )
) ss
COUNTY OF COOK )
I, a Notary Public, in and for said County and State, hereby
certify that MARGARET LYNLEY KEON, personally known to me to be the
same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that she signed
that instrument as her free and voluntary act, for the uses and
purposes therein set forth.
Given under my hand and notarial seal this 28th day of
January, 1999.
/s/ Janet L. Hodapp
-----------------------------------
Notary Public
Janet L. Hodapp
This document was prepared by: Notary Public - Illinois
Debra L. Stetter My Commission Expires 04/20/02
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
