SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*
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)
May 12, 1999
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D/A, and is filing this schedule because of Rule 13d-1 (b)(3) or
(4), check the following box: [__].
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise
subject to the liabilities of that section of the Exchange Act but
shall be subject to all other provisions of the Exchange Act (however,
see the Notes).
CUSIP No. 582266 10 2 13D/A Page 2
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Margaret L. Keon
2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]
3. SEC Use Only
4. Source of Funds: 00
5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]
6. Citizenship or Place of Organization:
United States of America
Number of Shares Beneficially Owned By Each Reporting Person
With:
7. Sole Voting Power: 505,861 See Item 5.
8. Shared Voting Power: 0 See Item 5.
9. Sole Dispositive Power: 505,861 See Item 5.
10. Shared Dispositive Power: 0 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
505,861 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):
.7% See Item 5.
14. Type of Reporting Person: IN
CUSIP No. 582266 10 2 13D/A Page 3
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Pamela K. Vitale
2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]
3. SEC Use Only
4. Source of Funds: 00
5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]
6. Citizenship or Place of Organization:
United States of America
Number of Shares Beneficially Owned By Each Reporting Person
With:
7. Sole Voting Power: 0 See Item 5.
8. Shared Voting Power: 0 See Item 5.
9. Sole Dispositive Power: 0 See Item 5.
10. Shared Dispositive Power: 0 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
0 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
CUSIP No. 582266 10 2 13D/A Page 4
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Joseph J. Keon, III
2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]
3. SEC Use Only
4. Source of Funds: 00
5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]
6. Citizenship or Place of Organization:
United States of America
Number of Shares Beneficially Owned By Each Reporting Person
With:
7. Sole Voting Power: 0 See Item 5.
8. Shared Voting Power: 0 See Item 5.
9. Sole Dispositive Power: 0 See Item 5.
10. Shared Dispositive Power: 0 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
0 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
CUSIP No. 582266 10 2 13D/A Page 5
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Liese A. Keon
2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]
3. SEC Use Only
4. Source of Funds: 00
5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]
6. Citizenship or Place of Organization:
United States of America
Number of Shares Beneficially Owned By Each Reporting Person
With:
7. Sole Voting Power: 94,128 See Item 5.
8. Shared Voting Power: 0 See Item 5.
9. Sole Dispositive Power: 0 See Item 5.
10. Shared Dispositive Power: 94,128 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
94,128 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):
.1% See Item 5.
14. Type of Reporting Person: IN
CUSIP No. 582266 10 2 13D/A Page 6
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Susan T. DeWyngaert
2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]
3. SEC Use Only
4. Source of Funds: 00
5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]
6. Citizenship or Place of Organization:
United States of America
Number of Shares Beneficially Owned By Each Reporting Person
With:
7. Sole Voting Power: 0 See Item 5.
8. Shared Voting Power: 0 See Item 5.
9. Sole Dispositive Power: 0 See Item 5.
10. Shared Dispositive Power: 0 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
0 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
CUSIP No. 582266 10 2 13D/A Page 7
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Margaret Lynley Keon
2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]
3. SEC Use Only
4. Source of Funds: 00
5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]
6. Citizenship or Place of Organization:
United States of America
Number of Shares Beneficially Owned By Each Reporting Person
With:
7. Sole Voting Power: 0 See Item 5.
8. Shared Voting Power: 0 See Item 5.
9. Sole Dispositive Power: 0 See Item 5.
10. Shared Dispositive Power: 0 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
0 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
CUSIP No. 582266 10 2 13D/A Page 8
Item 1. Security and Issuer.
This statement relates to the Class A Common Stock, $.01 par
value (the "Common Stock"), of McLeodUSA Incorporated, a Delaware
corporation (the "Company"), whose principal executive offices are
located at 6400 C Street, S.W., P.O. Box 3177, Cedar Rapids, Iowa
52406-3177.
This statement also relates to options granted to Richard A.
Lumpkin and Steven L. Grissom to purchase Common Stock (see Item 3).
Item 2. Identity and Background.
This statement is being filed by Margaret L. Keon, as
trustee or settlor, Pamela K. Vitale, individually and as trustee,
Joseph J. Keon, III, as trustee, Liese A. Keon, individually and as
trustee, Susan T. DeWyngaert individually and as trustee, and Margaret
Lynley Keon, individually and as trustee, of the respective trusts
listed opposite such person's name in Item 5 below (each, a "Reporting
Person").
The name, residence or business address and present
principal occupation or employment of each of the Former CCI
Shareholders (as defined in Item 5 below), including the Reporting
Persons, are set forth in Schedule A hereto. Similar information for
each person who is a director or executive officer of The Lumpkin
Foundation (the "Foundation") is also included in Schedule A. Each of
the Former CCI Shareholders (including the Reporting Persons) is a
citizen of the United States of America, except the Foundation, which
is a not-for-profit corporation organized under the laws of Illinois.
None of the Reporting Persons has and, to the knowledge of the
Reporting Persons, none of the other Former CCI Shareholders nor any
of the Foundation's directors or executive officers has, during the
past five years, been (i) convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Except as indicated below, trusts of which one or more of
the respective Reporting Persons are trustees as indicated in Item 5
below (the "Trusts") acquired the shares of Common Stock set forth
opposite each Reporting Person's name in Item 5 below in exchange for
shares of common stock, Series A cumulative preferred shares and/or
Series B cumulative preferred shares of Consolidated Communications
Inc., an Illinois corporation ("CCI"), on September 24, 1997 pursuant
CUSIP No. 582266 10 2 13D/A Page 9
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.
On September 24, 1997, Steven L. Grissom was granted a four
year employee stock option by the Company to purchase 25,000 shares of
Common Stock, at a price of $24.50 per share. This option vests in
four equal installments; the option with respect to the first 6,250
shares vested on September 24, 1998.
On December 3, 1997, Richard A. Lumpkin was granted an
employee stock option by the Company to purchase 40,000 shares of
Common Stock at a price of $35.25 per share. This option vests in
four equal installments; the option with respect to the first 10,000
shares vested on September 25, 1998.
On December 22, 1997, Richard A. Lumpkin was granted an
employee stock option by the Company to purchase 5,000 shares of
Common Stock at a price of $34.50 per share. This option vests in
four equal installments; the option with respect to the first 1,250
shares vested on December 22, 1998.
On December 22, 1997, Steven L. Grissom was granted an
employee stock option by the Company to purchase 5,000 shares of
Common Stock at a price of $24.25 per share. This option vests in
four equal installments; the option with respect to the first 1,250
shares will vest on October 12, 1999.
On December 31, 1998, Richard A. Lumpkin was granted an
employee stock option by the Company to purchase 40,000 shares of
Common Stock at a price of $29.75 per share. This option vests in
four equal installments; the option with respect to the first 10,000
shares will vest on December 31, 1999.
On December 31, 1998, Steven L. Grissom was granted an
employee stock option by the Company to purchase 5,000 shares of
Common Stock at a price of $29.75 per share. This option vests in
four equal installments; the option with respect to the first 1,250
shares will vest on December 31, 1999.
Pursuant to the terms of the Richard A. Lumpkin 1993 Grantor
Retained Annuity Trust of which Benjamin I. Lumpkin and Elizabeth A.
Lumpkin were trustees, the Trust terminated on December 31, 1997, and
one-half of the shares of Common Stock acquired by the Trust under the
Merger Agreement were distributed to each of the Benjamin I. Lumpkin
Holdback Trust under the Richard Anthony Lumpkin 1993 Grantor Retained
Annuity Trust, and the Elizabeth A. Lumpkin Holdback Trust under the
Richard Anthony Lumpkin 1993 Grantor Retained Annuity Trust, of which
Benjamin I. Lumpkin and Elizabeth L. Celio are trustees.
CUSIP No. 582266 10 2 13D/A Page 10
Pursuant to the terms of the Margaret L. Keon 1993 Grantor
Retained Annuity Trust of which Pamela K. Vitale and Joseph J. Keon,
III were trustees, the Trust terminated on December 31, 1997, and the
shares of Common Stock acquired by the Trust under the Merger
Agreement were distributed to the beneficiaries or to Holdback Trusts
for their benefit, as indicated in Item 5, below.
Effective December 31, 1997, (i) Richard A. Lumpkin resigned
as sole trustee of each of twelve trusts created under the Mary Green
Lumpkin Gallo Trust Agreement dated December 29, 1989 (the "Gallo
Trusts"), (ii) Bank One, Texas N.A. was appointed trustee of each
Gallo Trust and (iii) Richard A. Lumpkin retained the power to direct
the vote and investments by each Gallo Trust.
Effective December 31, 1997, (i) Richard A. Lumpkin resigned
as sole trustee of each of twelve Grandchildren's Trusts created under
the Richard Adamson Lumpkin Trust Agreement dated September 5, 1980
(the "Grandchildren's Trusts"), (ii) Bank One, Texas N.A. was
appointed trustee of each Grandchildren's Trust and (iii) Richard A.
Lumpkin retained the power to direct the vote and investments by each
Grandchildren's Trust. The Grandchildren's Trusts continue to hold an
aggregate of 374,498 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). On
or about October 28, 1998, the trustees of the charitable remainder
unitrusts named Steven L. Grissom as agent with respect to the sale of
shares from those trusts. The Gallo Trusts continue to hold an
aggregate of 1,701,112 shares.
On November 13, 1998, Robert J. Currey resigned as a trustee
under the six 1990 Personal Income Trusts established by Margaret L.
Keon, the two 1990 Personal Income Trusts established by Richard
Anthony Lumpkin and the four 1990 Personal Income Trusts established
by Mary Lee Sparks, each dated April 20, 1990 (the "1990 Personal
Income Trusts"), and Steven L. Grissom became a trustee of those
trusts. On or about November 23, 1998, the trustees of the 1990
CUSIP No. 582266 10 2 13D/A Page 11
Personal Income Trusts named Richard A. Lumpkin as agent with respect
to the sale of shares from those trusts.
On January 4, 1999, Steven L. Grissom acquired 806 shares of
Common Stock at approximately $27.90 per share, pursuant to the
Company's Employee Stock Purchase Plan.
On April 14, 1999, Elizabeth L. Celio and Benjamin I.
Lumpkin each contributed 25,000 shares of Common Stock from their
respective Holdback Trusts to their respective charitable remainder
trusts.
Item 4. Purpose of Transaction.
The Trusts and Reporting Persons acquired the Common Stock
for investment purposes. After the issuance of the Common Stock
pursuant to the Merger Agreement, Richard A. Lumpkin and Robert J.
Currey, who were previously directors and executive officers of CCI,
were elected directors and executive officers of the Company. Subject
to the restrictions on disposition of Common Stock which is subject to
the provisions of the Stockholders' Agreements described below, any or
all of the shares of Common Stock beneficially owned by each Reporting
Person may be sold or otherwise disposed of from time to time. None
of the Reporting Persons has any other plans or proposals which relate
to or would result in any of the matters enumerated in paragraphs (a)
through (j) of Item 4 of Schedule 13D. See Item 6 below for a
description of the Stockholders' Agreements.
On May 12, 1999, the 1990 Personal Income Trusts and the
Margaret Lumpkin Keon Trust, dated May 13, 1978 (collectively, the
"Selling Stockholders") sold shares of Common Stock pursuant to a
registered stock offering (See Item 5). In connection with the
offering, the Selling Stockholders entered into an underwriting
agreement on May 12, 1999 (the "Underwriting Agreement") with other
stockholders of the Company, including certain Other Principal
Stockholders (defined below) and Salomon Smith Barney Inc., Credit
Suisse First Boston Corporation and Merrill Lynch, Pierce, Fenner &
Smith Incorporated as representatives of certain underwriters (the
"Underwriters"). Under the terms of the Underwriting Agreement, the
Selling Stockholders granted the Underwriters an option to purchase up
to an aggregate of 560,308 shares of Common Stock to cover over-
allotments of the securities sold to the Underwriters by the Selling
Stockholders and other sellers pursuant to the Underwriting Agreement.
The Underwriters may exercise the option in whole or in part at any
time (but not more than once)on or before June 11, 1999. The
Underwriting Agreement is incorporated by reference to Exhibit 1.1 of
the Company's Form S-3/A, filed by the Company on May 12, 1999.
On April 13, 1999, Steven L. Grissom entered into a market
transaction for the sale of an option to purchase 500 shares of Common
Stock, exercisable from April 13, 1999 until October 16, 1999.
CUSIP No. 582266 10 2 13D/A Page 12
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 505,861 shares of Common Stock,
which represents approximately 0.7 percent of the 74,801,022 shares of
Common Stock reported by the Company as outstanding on May 10, 1999.
Pamela K. Vitale, Joseph J. Keon, III, Susan T. DeWyngaert and
Margaret Lynley Keon no longer beneficially own any shares of Common
Stock. Liese A. Keon beneficially owns an aggregate of 94,128 shares
of Common Stock, which represents approximately .1 percent of the
shares of Common Stock outstanding on May 10, 1999.
The former shareholders of CCI who acquired shares of Common
Stock pursuant to the Merger Agreement or who, as described below,
received distributions of shares of Common Stock prior to October 25,
1998 (collectively, the "Former CCI Shareholders"), MHC Investment
Company, successor by merger to MWR Investments Inc., ("MHC"), IES
Investments Inc. ("IES"), Clark E. McLeod and Mary E. McLeod
(collectively, the "1997 Principal Stockholders"), are parties to a
Stockholders' Agreement dated as of June 14, 1997 and effective
September 24, 1997, as amended by Amendment No. 1 to Stockholders'
Agreement dated as of September 19, 1997 (the "1997 Stockholders'
Agreement"). The Reporting Persons believe that MHC sold most of its
shares of Common Stock in the registered offering on May 12, 1999. As
a consequence, the 1997 Stockholders' Agreement no longer has any
substantive effect. In addition, IES Investments Inc., Clark E.
McLeod, Mary E. McLeod, Richard A. Lumpkin, Gail G. Lumpkin and
certain former CCI shareholders and certain permitted transferees of
former CCI shareholders listed on Schedule I to the agreement
incorporated by reference as Exhibit 2 to this statement
(collectively, the "1998 Principal Stockholders") are, together with
the Company, parties to a Stockholders' Agreement, dated as of
November 18, 1998 (the "1998 Stockholders' Agreement"). The Company,
IES Investments Inc., Clark E. McLeod, Mary E. McLeod, Richard A.
Lumpkin and Gail G. Lumpkin are also parties to a Stockholders'
Agreement with M/C Investors L.L.C. and Media/Communications Partners
III Limited Partnership, dated as of January 7, 1999 (the "1999
Stockholders' Agreement" and, together with the 1998 Stockholders'
Agreement, the "Stockholders' Agreements"). The parties to the
Stockholders' Agreements comprise a group within the meaning of
Section 13(d)(3) of the Exchange Act. On or about January 26, 1999,
the other former CCI shareholders who are parties to the 1998
Stockholders' Agreement, along with certain permitted transferees,
also became parties to the 1999 Stockholders' Agreement.
Collectively, insofar as is known to the Reporting Persons, the
parties subject to the Stockholders' Agreements beneficially own a
total of 30,567,307 shares of Common Stock, which represents
approximately 40.9% of the shares of Common Stock outstanding on May
10, 1999.
The following table sets forth information regarding the
shares of Common Stock beneficially owned by the parties subject to
either or both of the Stockholders' Agreements (including the
Reporting Persons). Separately set forth below are shares
beneficially owned by the Reporting Persons and others, which shares
CUSIP No. 582266 10 2 13D/A Page 13
are not subject to the terms of the Stockholders' Agreements. Except
as indicated, beneficial ownership by the Former CCI Shareholders
reflects their status as trustees of the respective trusts set forth
opposite their names in the table. The information shown in the table
with respect to each party to either or both of the Stockholders'
Agreements who is not a Former CCI Shareholder (the "Other Principal
Stockholders") is based on the most recent Schedule 13D or Amendment
thereto filed by such person that has come to the attention of the
Reporting Persons and the Company's Form S-3/A, filed with the
Securities and Exchange Commission (the "Commission") on May 12, 1999.
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> <C>
Gail Gawthrop Lumpkin N/A Sole 311,127 0.4
Mary Lee Sparks and Trust Agreement dated May 13, Shared 332,209 0.4
Steven L. Grissom 1978 f/b/o Mary Lee Sparks
Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,403 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 23,403 0.0
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Katherine Stoddert
and investments) Keon
Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,403 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 23,403 0.0
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Margaret Lynley
and investments) Keon
CUSIP No. 582266 10 2 13D/A Page 14
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,403 0.0
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Pamela Keon Vitale
and investments)
Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,403 0.0
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Susan Tamara Keon
and investments) DeWyngaert
Bank One, Texas NA; Richard Adamson Lumpkin Shared 54,688 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 54,688 0.1
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Elizabeth Arabella
and investments) Lumpkin
Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,176 0.0
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 31,176 0.0
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Barbara Lee Sparks
and investments)
Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,176 0.0
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 31,176 0.0
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 169,891 0.2
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 169,891 0.2
Richard A. Lumpkin Stoddert Keon created under the
(power to direct vote Mary Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989
CUSIP No. 582266 10 2 13D/A Page 15
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Bank One, Texas NA; Trust named for Lisa Anne Keon Shared 54,891 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 154,891 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 154,891 0.2
Richard A. Lumpkin Vitale created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989
Bank One, Texas NA; Trust named for Susan Tamara Keon Shared 154,891 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 308,965 0.4
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 308,965 0.4
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 93,459 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 Barbara Lee Shared 43,459 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 43,459 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 43,459 0.1
Richard A. Lumpkin Sparks created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
Mary Lee Sparks N/A Sole 196,678 0.3
Margaret L. Keon Margaret Lumpkin Keon Trust dated Sole 505,861 0.7
(settlor and trustee) May 13, 1978
CUSIP No. 582266 10 2 13D/A Page 16
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 16,406 0.0
David R. Hodgman; Income Trust for the Benefit of
Richard A. Lumpkin Joseph John Keon III dated
(power to direct sale April 20, 1990
of shares)
Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 16,406 0.0
David R. Hodgman; Income Trust for the Benefit of
Richard A. Lumpkin Katherine Stoddert Keon dated
(power to direct sale April 20, 1990
of shares)
Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 16,406 0.0
David R. Hodgman; Income Trust for the Benefit of
Richard A. Lumpkin Lisa Anne Keon dated April 20,
(power to direct sale 1990
of shares)
Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 16,406 0.0
David R. Hodgman; Income Trust for the Benefit of
Richard A. Lumpkin Margaret Lynley Keon dated
(power to direct sale April 20, 1990
of shares)
Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 16,406 0.0
David R. Hodgman; Income Trust for the Benefit of
Richard A. Lumpkin Pamela Keon Vitale dated April
(power to direct sale 20, 1990
of shares)
Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 16,406 0.0
David R. Hodgman; Income Trust for the Benefit of
Richard A. Lumpkin Susan Tamara Keon DeWyngaert
(power to direct sale dated April 20, 1990
of shares)
Steven L. Grissom and Richard Anthony Lumpkin 1990 Shared 587,564 0.8
David R. Hodgman; Personal Income Trust for the
Richard A. Lumpkin Benefit of Benjamin Iverson
(power to direct sale Lumpkin dated April 20, 1990
of shares)
Steven L. Grissom and Richard Anthony Lumpkin 1990 Shared 587,564 0.8
David R. Hodgman; Personal Income Trust for the
Richard A. Lumpkin Benefit of Elizabeth Arabella
(power to direct sale Lumpkin dated April 20, 1990
of shares)
CUSIP No. 582266 10 2 13D/A Page 17
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 71,916 0.1
David R. Hodgman; Income Trust for the Benefit of
Richard A. Lumpkin Anne Romayne Sparks dated April
(power to direct sale 20, 1990
of shares)
Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 71,916 0.1
David R. Hodgman; Income Trust for the Benefit of
Richard A. Lumpkin Barbara Lee Sparks dated April
(power to direct sale 20, 1990
of shares)
Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 71,916 0.1
David R. Hodgman; Income Trust for the Benefit of
Richard A. Lumpkin Christina Louise Sparks dated
(power to direct sale April 20, 1990
of shares)
Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 71,916 0.1
David R. Hodgman; Income Trust for the Benefit of
Richard A. Lumpkin John Woodruff Sparks dated
(power to direct sale April 20, 1990
of shares)
Bank One, Texas NA; Richard Anthony Lumpkin Trust Shared 1,822 0.0
Richard A. Lumpkin under the Trust Agreement dated
(power to direct vote 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 0.1
Richard A. Lumpkin Trust Agreement dated
(power to direct vote February 6, 1970
and investments)
Richard A. Lumpkin N/A Sole 11,250 (1) 0.0
</TABLE>
(1) Consists of 11,250 shares underlying presently exercisable option.
CUSIP No. 582266 10 2 13D/A Page 18
The following shares of Common Stock are beneficially owned by the
Other Principal Stockholders:
<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 9,570,285 12.8
Mary E. McLeod Shared
IES Investments, Inc. N/A Sole 9,383,596 12.5
MHC Investment N/A Sole 28,124 0.0
Company
M/C III, L.L.C. and N/A Sole and 3,728,608 5.0
Media/Communications Shared
Partner III Limited
Partnership
</TABLE>
In addition to the shares of Common Stock listed above that
are held subject to the Stockholders' Agreements, the following shares
are not subject to the provisions of either the 1998 Stockholders'
Agreement or the 1999 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>
Liese A. Keon; Steven Liese A. Keon 1998 CRUT dated Sole; Shared 94,128 0.1
L. Grissom (power to October 27, 1998
direct sale of
shares)
Barbara S. Federico; Barbara S. Federico 1998 Spouse Sole; Shared 138,069 0.2
Steven L. Grissom CRUT dated October 27, 1998
(power to direct sale
of shares)
Anne S. Whitten; Anne S. Whitten 1998 Spouse Sole; Shared 98,070 0.1
Steven L. Grissom NIM-CRUT dated October 27, 1998
(power to direct sale
of shares)
John W. Sparks; John W. Sparks 1998 Spouse Sole; Shared 4,000 0.0
Steven L. Grissom NIM-CRUT dated October 27, 1998
(power to direct sale
of shares)
John W. Sparks; John W. Sparks 1998 Spouse CRUT Sole; Shared 146,433 0.2
Steven L. Grissom dated October 27, 1998
(power to direct sale
of shares)
CUSIP No. 582266 10 2 13D/A Page 19
Voting and Number of Percent of
Dispositive Shares of Outstanding
Reporting Person Trust Powers Common Stock Common Stock
Christina S. Duncan; Christina S. Duncan 1998 Spouse Sole; Shared 143,070 0.2
Steven L. Grissom CRUT dated October 27, 1998
(power to direct sale
of shares)
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 Sole; Shared 25,000 0.0
Steven L. Grissom NIM-CRUT dated
(power to direct sale October 27, 1999
of shares)
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT Sole; Shared 25,000 0.0
Steven L. Grissom dated October 27, 1998
(power to direct sale
of shares)
Benjamin I. Lumpkin Benjamin I. Lumpkin Holdback Shared 4,261 0.0
and Elizabeth L. Trust under the Richard Anthony
Celio Lumpkin 1993 Grantor Retained
Annuity Trust
Benjamin I. Lumpkin Elizabeth A. Lumpkin Holdback Shared 4,258 0.0
and Elizabeth L. Trust under the Richard Anthony
Celio Lumpkin 1993 Grantor Retained
Annuity Trust
Anne R. Whitten N/A Sole 2,359 0.0
Barbara L. Federico N/A Sole 12,360 0.0
Christina L. Duncan N/A Sole 7,359 0.0
The Lumpkin N/A Sole 97,353 0.1
Foundation
Steven L. Grissom N/A Sole 6,756 (1) 0.0
</TABLE>
(1) Includes 6,250 shares underlying presently exercisable option.
(b) The number of shares of Common Stock which Margaret L.
Keon has:
(i) sole power to vote or direct the vote 505,861
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or direct the disposition 505,861
(iv) shared power to dispose or direct the disposition 0
CUSIP No. 582266 10 2 13D/A Page 20
The number of shares of Common Stock which Pamela K.
Vitale has:
(i) sole power to vote or direct the vote 0
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or direct the disposition 0
(iv) shared power to dispose or direct the disposition 0
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 0
(iii) sole power to dispose or direct the disposition 0
(iv) shared power to dispose or direct the disposition 0
The number of shares of Common Stock which Liese A.
Keon has:
(i) sole power to vote or direct the vote 94,128
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or direct the disposition 0
(iv) shared power to dispose or direct the disposition 94,128
The number of shares of Common Stock which Susan T.
DeWyngaert has:
(i) sole power to vote or direct the vote 0
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or direct the disposition 0
(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 0
(ii) shared power to vote or direct the vote 0
CUSIP No. 582266 10 2 13D/A Page 21
(iii) sole power to dispose or direct the disposition 0
(iv) shared power to dispose or direct the disposition 0
(c) The Reporting Persons and other Former CCI Shareholders
acquired an aggregate of 8,488,596 shares of Common Stock 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 2,359 Anne R. Whitten
Annuity Trust
Mary Lee Sparks 1993 Grantor Retained 22,360 Barbara L. Federico
Annuity Trust
Mary Lee Sparks 1993 Grantor Retained 22,359 Christina L. Duncan
Annuity Trust
Mary Lee Sparks 1993 Grantor Retained 22,360 John W. Sparks
Annuity Trust
Margaret L. Keon 1993 Grantor Retained 16,057 Joseph J. Keon, III Holdback Trust under the
Annuity Trust Margaret L. Keon 1993 Grantor Retained Annuity Trust
Margaret L. Keon 1993 Grantor Retained 16,057 Katherine S. Keon Holdback Trust under the Margaret L.
Annuity Trust Keon 1993 Grantor Retained Annuity Trust
Margaret L. Keon 1993 Grantor Retained 16,058 Pamela K. Vitale
Annuity Trust
Margaret L. Keon 1993 Grantor Retained 16,058 Liese A. Keon
Annuity Trust
Margaret L. Keon 1993 Grantor Retained 16,058 Susan T. DeWyngaert
Annuity Trust
Margaret L. Keon 1993 Grantor Retained 16,058 Margaret Lynley Keon
Annuity Trust
</TABLE>
On May 12, 1999, the 1990 Personal Income Trusts and the
Margaret Lumpkin Keon Trust, dated May 13, 1978, sold an aggregate of
939,692 shares of Common Stock pursuant to a registered stock offering
CUSIP No. 582266 10 2 13D/A Page 22
under the Securities Act of 1933 (the "Securities Act"). These
transactions are further described below:
<TABLE>
<CAPTION>
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
<S> <C> <C> <C> <C>
Steven L. Grissom and David Margaret L. Keon 1990 Personal 05/12/99 58,631 $53.68
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Joseph John Keon III dated April
sale of shares) 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 05/12/99 58,631 53.68
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Katherine Stoddert Keon dated
sale of shares) April 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 05/12/99 58,631 53.68
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Lisa Anne Keon dated April 20,
sale of shares) 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 05/12/99 58,631 53.68
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Margaret Lynley Keon dated April
sale of shares) 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 05/12/99 58,631 53.68
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Pamela Keon Vitale dated April
sale of shares) 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 05/12/99 58,631 53.68
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Susan Tamara Keon DeWyngaert
sale of shares) dated April 20, 1990
Steven L. Grissom and David Richard Anthony Lumpkin 1990 05/12/99 137,037 53.68
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Benjamin Iverson
sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and David Richard Anthony Lumpkin 1990 05/12/99 137,037 53.68
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 05/12/99 78,308 53.68
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Anne Romayne Sparks dated April
sale of shares) 20, 1990
CUSIP No. 582266 10 2 13D/A Page 23
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 05/12/99 78,308 53.68
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Barbara Lee Sparks dated April
sale of shares) 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 05/12/99 78,308 53.68
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 05/12/99 78,308 53.68
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct John Woodruff Sparks dated April
sale of shares) 20, 1990
Margaret L. Keon (settlor Margaret Lumpkin Keon Trust 05/12/99 600 53.68
and trustee) dated May 13, 1978
</TABLE>
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
CUSIP No. 582266 10 2 13D/A Page 24
Number of Trust Receiving
Distributing Trust Shares Beneficiary Contribution
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 100,000 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse CRUT
DeWyngaert created under the Mary Green dated October 27, 1998
Gallo Trust 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
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>
Between March 22, 1999 and April 14, 1999, the newly created
charitable remainder unitrusts described above, together with the
Foundation, sold an aggregate of 581,099 shares of Common Stock in
market transactions pursuant to Rule 144 under the Securities Act.
There were no other sales by the charitable remainder unitrusts during
the last 60 days. These transactions are further described below:
CUSIP No. 582266 10 2 13D/A Page 25
<TABLE>
<CAPTION>
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
<S> <C> <C> <C> <C>
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/22/99 1,154 41.00
NIM-CRUT dated
October 27, 1998
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/29/99 1,923 41.00
NIM-CRUT dated
October 27, 1998
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/29/99 1,923 41.50
NIM-CRUT dated
October 27, 1998
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/29/99 1,923 41.63
NIM-CRUT dated
October 27, 1998
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/29/99 1,923 41.75
NIM-CRUT dated
October 27, 1998
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/30/99 1,923 41.75
NIM-CRUT dated
October 27, 1998
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/30/99 769 41.88
NIM-CRUT dated
October 27, 1999
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/30/99 577 42.31
NIM-CRUT dated
October 27, 1999
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/30/99 1,346 42.38
NIM-CRUT dated
October 27, 1999
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/30/99 385 43.00
NIM-CRUT dated
October 27, 1999
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/31/99 385 43.38
NIM-CRUT dated
October 27, 1999
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/31/99 1,539 43.00
NIM-CRUT dated
October 27, 1999
CUSIP No. 582266 10 2 13D/A Page 26
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/31/99 1,923 43.06
NIM-CRUT dated
October 27, 1999
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 03/31/99 1,923 43.25
NIM-CRUT dated
October 27, 1999
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 04/01/99 2,115 43.50
NIM-CRUT dated
October 27, 1999
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 04/01/99 193 43.56
NIM-CRUT dated
October 27, 1999
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 04/05/99 1,153 43.88
NIM-CRUT dated
October 27, 1999
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 04/05/99 770 44.00
NIM-CRUT dated
October 27, 1999
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 04/05/99 769 44.13
NIM-CRUT dated
October 27, 1999
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 04/09/99 18,846 47.84
NIM-CRUT dated
October 27, 1999
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/22/99 1,154 41.00
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/29/99 1,924 41.00
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/29/99 1,923 41.50
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/29/99 1,923 41.63
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/29/99 1,923 41.75
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/30/99 1,923 41.75
dated October 27, 1998
CUSIP No. 582266 10 2 13D/A Page 27
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/30/99 770 41.88
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/30/99 576 42.31
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/30/99 1,346 42.38
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/30/99 385 43.00
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/31/99 384 43.38
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/31/99 1,539 43.00
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/31/99 1,923 43.06
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 03/31/99 1,923 43.25
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 04/01/99 2,115 43.50
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 04/01/99 193 43.56
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 04/05/99 1,154 43.88
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 04/05/99 769 44.00
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 04/05/99 769 44.13
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 04/09/99 18,846 47.84
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 03/22/99 1,154 41.00
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 03/31/99 482 43.06
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 03/31/99 1,923 43.25
dated October 27, 1998
CUSIP No. 582266 10 2 13D/A Page 28
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 04/01/99 2,166 43.50
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 04/01/99 192 43.56
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 04/05/99 1,154 43.88
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 04/05/99 769 44.00
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 04/05/99 769 44.13
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 04/09/99 19,903 47.84
dated October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 03/22/99 1,154 41.00
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 03/29/99 1,923 41.00
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 03/29/99 1,923 41.50
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 03/29/99 1,923 41.63
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 03/29/99 1,923 41.75
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 03/30/99 1,923 41.75
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 03/30/99 769 41.88
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 03/30/99 577 42.31
NIM-CRUT dated
October 27, 1998
CUSIP No. 582266 10 2 13D/A Page 29
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Margaret Lynley Keon Margaret Lynley Keon 1998 03/30/99 1,346 42.38
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 03/30/99 385 43.00
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 03/31/99 385 43.38
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 03/31/99 1,538 43.00
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 03/31/99 1,923 43.06
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 03/31/99 1,923 43.25
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 04/01/99 2,115 43.50
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 04/01/99 192 43.56
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 04/05/99 1,153 43.88
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 04/05/99 769 44.00
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 04/05/99 770 44.13
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 04/09/99 18,847 47.84
NIM-CRUT dated
October 27, 1998
CUSIP No. 582266 10 2 13D/A Page 30
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 03/30/99 481 41.75
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 03/30/99 769 41.88
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 03/30/99 577 42.31
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 03/30/99 1,346 42.38
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 03/30/99 384 43.00
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 03/31/99 384 43.38
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 03/31/99 1,539 43.00
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 03/31/99 1,923 43.06
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 03/31/99 1,923 43.25
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/01/99 2,115 43.50
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/01/99 192 43.56
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/05/99 1,154 43.88
CRUT dated October 27,
1998
CUSIP No. 582266 10 2 13D/A Page 31
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/05/99 770 44.00
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/05/99 769 44.13
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/09/99 21,708 47.84
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/12/99 1,364 51.75
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/12/99 455 52.13
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/13/99 909 52.63
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/13/99 1,819 52.75
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/13/99 455 53.00
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/13/99 1,364 52.88
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/13/99 909 53.06
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/13/99 1,363 53.25
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/13/99 909 53.75
CRUT dated October 27,
1998
CUSIP No. 582266 10 2 13D/A Page 32
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/13/99 1,363 53.88
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 04/14/99 2,287 55.23
CRUT dated October 27,
1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/22/99 1,154 41.00
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/29/99 1,923 41.00
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/29/99 1,923 41.50
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/29/99 1,923 41.63
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/29/99 1,923 41.75
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/30/99 1,923 41.75
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/30/99 770 41.88
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/30/99 577 42.31
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/30/99 1,346 42.38
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/30/99 384 43.00
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/31/99 385 43.38
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/31/99 1,538 43.00
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/31/99 1,923 43.06
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 03/31/99 1,924 43.25
dated October 27, 1998
CUSIP No. 582266 10 2 13D/A Page 33
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 04/09/99 21,706 47.84
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 04/12/99 1,363 51.75
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 04/12/99 455 52.13
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 04/13/99 322 52.63
dated October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 03/22/99 1,153 41.00
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 03/29/99 1,923 41.00
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 03/29/99 1,923 41.50
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 03/29/99 1,923 41.63
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 03/29/99 1,924 41.75
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 03/30/99 1,923 41.75
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 03/30/99 769 41.88
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 03/30/99 577 42.31
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 03/30/99 1,346 42.38
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 03/30/99 385 43.00
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 03/31/99 385 43.38
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 03/31/99 1,538 43.00
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 03/31/99 1,923 43.06
October 27, 1998
CUSIP No. 582266 10 2 13D/A Page 34
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Liese A. Keon Liese A. Keon 1998 CRUT dated 03/31/99 1,923 43.25
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 04/01/99 2,115 43.50
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 04/01/99 192 43.56
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 04/05/99 1,154 43.88
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 04/05/99 769 44.00
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 04/05/99 770 44.13
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 04/09/99 21,707 47.84
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 04/14/99 3,011 55.23
October 27, 1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 03/22/99 1,154 41.00
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 03/29/99 1,923 41.00
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 03/29/99 1,923 41.50
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 03/29/99 1,923 41.63
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 03/29/99 1,923 41.75
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 03/30/99 1,923 41.75
CRUT dated October 27,
1998
CUSIP No. 582266 10 2 13D/A Page 35
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Barbara S. Federico Barbara S. Federico 1998 Spouse 03/30/99 769 41.88
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 03/30/99 577 42.31
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 03/30/99 1,346 42.38
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 03/30/99 385 43.00
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 03/31/99 384 43.38
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 03/31/99 1,539 43.00
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 03/31/99 1,923 43.06
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 03/31/99 1,923 43.25
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 04/01/99 2,116 43.50
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 04/01/99 192 43.56
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 04/05/99 1,154 43.88
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 04/05/99 769 44.00
CRUT dated October 27,
1998
CUSIP No. 582266 10 2 13D/A Page 36
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Barbara S. Federico Barbara S. Federico 1998 Spouse 04/05/99 769 44.13
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 04/09/99 21,707 47.84
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 04/13/99 910 52.63
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 04/14/99 8,160 55.23
CRUT dated October 27,
1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 03/30/99 231 43.00
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 03/31/99 385 43.38
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 03/31/99 1,538 43.00
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 03/31/99 1,923 43.06
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 03/31/99 1,923 43.25
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 04/01/99 2,116 43.50
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 04/01/99 192 43.56
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 04/05/99 1,154 43.88
NIM-CRUT dated
October 27, 1998
CUSIP No. 582266 10 2 13D/A Page 37
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Anne S. Whitten Anne S. Whitten 1998 Spouse 04/05/99 770 44.00
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 04/05/99 769 44.13
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 04/09/99 21,707 47.84
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 04/12/99 1,364 51.75
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 04/12/99 454 52.13
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 04/13/99 909 52.63
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 04/13/99 1,818 52.75
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 04/13/99 455 53.00
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 04/13/99 1,363 52.88
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 04/13/99 909 53.06
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 04/13/99 1,364 53.25
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 04/13/99 909 53.75
NIM-CRUT dated
October 27, 1998
CUSIP No. 582266 10 2 13D/A Page 38
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Anne S. Whitten Anne S. Whitten 1998 Spouse 04/13/99 1,364 53.88
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 04/14/99 8,159 55.23
NIM-CRUT dated
October 27, 1998
John W. Sparks John W. Sparks 1998 Spouse CRUT 04/13/99 909 52.63
dated October 27, 1998
John W. Sparks John W. Sparks 1998 Spouse CRUT 04/13/99 1,818 52.75
dated October 27, 1998
John W. Sparks John W. Sparks 1998 Spouse CRUT 04/13/99 455 53.00
dated October 27, 1998
John W. Sparks John W. Sparks 1998 Spouse CRUT 04/13/99 1,363 52.88
dated October 27, 1998
John W. Sparks John W. Sparks 1998 Spouse CRUT 04/13/99 910 53.06
dated October 27, 1998
John W. Sparks John W. Sparks 1998 Spouse CRUT 04/13/99 1,363 53.25
dated October 27, 1998
John W. Sparks John W. Sparks 1998 Spouse CRUT 04/13/99 909 53.75
dated October 27, 1998
John W. Sparks John W. Sparks 1998 Spouse CRUT 04/13/99 963 53.88
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 04/14/99 800 55.23
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 03/22/99 1,154 41.00
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 03/29/99 1,923 41.00
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 03/29/99 1,923 41.50
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 03/29/99 1,923 41.63
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 03/29/99 1,923 41.75
dated October 27, 1998
CUSIP No. 582266 10 2 13D/A Page 39
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
John W. Sparks John W. Sparks 1998 NIM-CRUT 03/30/99 1,923 41.75
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 03/30/99 770 41.88
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 03/30/99 577 42.31
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 03/30/99 1,346 42.38
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 03/30/99 384 43.00
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 03/31/99 385 43.38
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 03/31/99 1,538 43.00
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 03/31/99 1,923 43.06
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 03/31/99 1,923 43.25
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 04/01/99 2,115 43.50
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 04/01/99 193 43.56
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 04/05/99 1,154 43.88
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 04/05/99 769 44.00
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 04/05/99 769 44.13
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 04/09/99 16,705 47.84
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 04/12/99 1,363 51.75
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 04/12/99 455 52.13
dated October 27, 1998
CUSIP No. 582266 10 2 13D/A Page 40
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
John W. Sparks John W. Sparks 1998 NIM-CRUT 04/13/99 401 53.88
dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 03/22/99 1,154 41.00
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 03/29/99 1,923 41.00
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 03/29/99 1,923 41.50
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 03/29/99 1,923 41.63
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 03/29/99 1,923 41.75
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 03/30/99 1,923 41.75
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 03/30/99 769 41.88
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 03/30/99 577 42.31
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 03/30/99 1,346 42.38
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 03/30/99 385 43.00
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 03/31/99 384 43.38
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 03/31/99 1,539 43.00
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 03/31/99 1,923 43.06
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 03/31/99 1,923 43.25
CRUT dated October 27, 1998
CUSIP No. 582266 10 2 13D/A Page 41
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Christina S. Duncan Christina S. Duncan 1998 Spouse 04/09/99 16,706 47.84
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 04/12/99 1,364 51.75
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 04/12/99 454 52.13
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 04/13/99 909 52.63
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 04/13/99 1,818 52.75
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 04/13/99 455 53.00
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 04/13/99 1,364 52.88
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 04/13/99 909 53.06
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 04/13/99 1,364 53.25
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 04/13/99 909 53.75
CRUT dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 04/13/99 1,363 53.88
CRUT dated October 27, 1998
Christine S. Duncan Christina S. Duncan 1998 Spouse 04/14/99 3,161 55.23
CRUT dated October 27, 1998
The Lumpkin N/A 03/22/99 1,153 41.00
Foundation
The Lumpkin N/A 03/29/99 1,923 41.00
Foundation
The Lumpkin N/A 03/29/99 1,924 41.50
Foundation
The Lumpkin N/A 03/29/99 1,923 41.63
Foundation
The Lumpkin N/A 03/29/99 1,923 41.75
Foundation
CUSIP No. 582266 10 2 13D/A Page 42
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
The Lumpkin N/A 03/30/99 1,923 41.75
Foundation
The Lumpkin N/A 03/30/99 769 41.88
Foundation
The Lumpkin N/A 03/30/99 577 42.31
Foundation
The Lumpkin N/A 03/30/99 1,347 42.38
Foundation
The Lumpkin N/A 03/30/99 384 43.00
Foundation
The Lumpkin N/A 03/31/99 385 43.38
Foundation
The Lumpkin N/A 03/31/99 1,538 43.00
Foundation
The Lumpkin N/A 03/31/99 1,923 43.06
Foundation
The Lumpkin N/A 03/31/99 1,923 43.25
Foundation
The Lumpkin N/A 04/01/99 2,115 43.50
Foundation
The Lumpkin N/A 04/01/99 192 43.56
Foundation
The Lumpkin N/A 04/05/99 1,154 43.88
Foundation
The Lumpkin N/A 04/05/99 769 44.00
Foundation
The Lumpkin N/A 04/05/99 769 44.13
Foundation
The Lumpkin N/A 04/09/99 21,708 47.84
Foundation
The Lumpkin N/A 04/12/99 1,364 51.75
Foundation
The Lumpkin N/A 04/12/99 455 52.13
Foundation
CUSIP No. 582266 10 2 13D/A Page 43
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
The Lumpkin N/A 04/13/99 909 52.63
Foundation
The Lumpkin N/A 04/13/99 1,818 52.75
Foundation
The Lumpkin N/A 04/13/99 454 53.00
Foundation
The Lumpkin N/A 04/13/99 1,363 52.88
Foundation
The Lumpkin N/A 04/13/99 909 53.06
Foundation
The Lumpkin N/A 04/13/99 1,364 53.25
Foundation
The Lumpkin N/A 04/13/99 909 53.75
Foundation
The Lumpkin N/A 04/13/99 1,364 53.88
Foundation
The Lumpkin N/A 04/14/99 8,157 55.23
Foundation
</TABLE>
Between March 22, 1999 and May 3, 1999, the following
individuals and trusts sold an aggregate of 180,689 shares of Common
Stock in market transactions pursuant to Rule 144 under the Securities
Act. There were no other sales by these individuals and trusts during
the last 60 days. These transactions are further described below:
<TABLE>
<CAPTION>
Number of
Date of Shares of Price per Share
Reporting Person Trust Transaction Common Stock
<S> <C> <C> <C> <C>
Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/12/99 1,363 $51.75
and Elizabeth L. Holdback Trust under Richard
Celio Anthony Lumpkin 1993 Grantor
Retained Annuity Trust
Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/12/99 455 52.13
and Elizabeth L. Holdback Trust under Richard
Celio Anthony Lumpkin 1993 Grantor
Retained Annuity Trust
CUSIP No. 582266 10 2 13D/A Page 44
Number of
Date of Shares of Price per Share
Reporting Person Trust Transaction Common Stock
Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/13/99 909 52.63
and Elizabeth L. Holdback Trust under Richard
Celio Anthony Lumpkin 1993 Grantor
Retained Annuity Trust
Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/13/99 1,818 52.75
and Elizabeth L. Holdback Trust under Richard
Celio Anthony Lumpkin 1993 Grantor
Retained Annuity Trust
Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/13/99 454 53.00
and Elizabeth L. Holdback Trust under Richard
Celio Anthony Lumpkin 1993 Grantor
Retained Annuity Trust
Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/13/99 1,364 52.88
and Elizabeth L. Holdback Trust under Richard
Celio Anthony Lumpkin 1993 Grantor
Retained Annuity Trust
Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/13/99 909 53.06
and Elizabeth L. Holdback Trust under Richard
Celio Anthony Lumpkin 1993 Grantor
Retained Annuity Trust
Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/13/99 1,364 53.25
and Elizabeth L. Holdback Trust under Richard
Celio Anthony Lumpkin 1993 Grantor
Retained Annuity Trust
Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/13/99 909 53.75
and Elizabeth L. Holdback Trust under Richard
Celio Anthony Lumpkin 1993 Grantor
Retained Annuity Trust
Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/13/99 1,364 53.88
and Elizabeth L. Holdback Trust under Richard
Celio Anthony Lumpkin 1993 Grantor
Retained Annuity Trust
Benjamin I. Lumpkin By Benjamin Iverson Lumpkin 04/14/99 8,158 55.23
and Elizabeth L. Holdback Trust under Richard
Celio Anthony Lumpkin 1993 Grantor
Retained Annuity Trust
CUSIP No. 582266 10 2 13D/A Page 45
Number of
Date of Shares of Price per Share
Reporting Person Trust Transaction Common Stock
Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/12/99 1,364 51.75
and Elizabeth L. Trust under Richard Anthony
Celio Lumpkin 1993 Grantor Retained
Annuity Trust
Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/12/99 454 52.13
and Elizabeth L. Trust under Richard Anthony
Celio Lumpkin 1993 Grantor Retained
Annuity Trust
Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/13/99 909 52.63
and Elizabeth L. Trust under Richard Anthony
Celio Lumpkin 1993 Grantor Retained
Annuity Trust
Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/13/99 1,819 52.75
and Elizabeth L. Trust under Richard Anthony
Celio Lumpkin 1993 Grantor Retained
Annuity Trust
Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/13/99 454 53.00
and Elizabeth L. Trust under Richard Anthony
Celio Lumpkin 1993 Grantor Retained
Annuity Trust
Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/13/99 1,364 52.88
and Elizabeth L. Trust under Richard Anthony
Celio Lumpkin 1993 Grantor Retained
Annuity Trust
Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/13/99 909 53.06
and Elizabeth L. Trust under Richard Anthony
Celio Lumpkin 1993 Grantor Retained
Annuity Trust
Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/13/99 1,363 53.25
and Elizabeth L. Trust under Richard Anthony
Celio Lumpkin 1993 Grantor Retained
Annuity Trust
Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/13/99 909 53.75
and Elizabeth L. Trust under Richard Anthony
Celio Lumpkin 1993 Grantor Retained
Annuity Trust
CUSIP No. 582266 10 2 13D/A Page 46
Number of
Date of Shares of Price per Share
Reporting Person Trust Transaction Common Stock
Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/13/99 1,364 53.88
and Elizabeth L. Trust under Richard Anthony
Celio Lumpkin 1993 Grantor Retained
Annuity Trust
Benjamin I. Lumpkin By Elizabeth A. Lumpkin Holdback 04/14/99 8,161 55.23
and Elizabeth L. Trust under Richard Anthony
Celio Lumpkin 1993 Grantor Retained
Annuity Trust
Pamela K. Vitale and By Joseph J. Keon III Holdback 03/29/99 1,923 41.00
Joseph J. Keon III Trust under the Margaret L. Keon
1993 Grantor Retained Annuity
Trust
Pamela K. Vitale and By Joseph J. Keon III Holdback 03/29/99 1,923 41.50
Joseph J. Keon III Trust under the Margaret L. Keon
1993 Grantor Retained Annuity
Trust
Pamela K. Vitale and By Joseph J. Keon III Holdback 03/29/99 1,923 41.63
Joseph J. Keon III Trust under the Margaret L. Keon
1993 Grantor Retained Annuity
Trust
Pamela K. Vitale and By Joseph J. Keon III Holdback 03/29/99 1,923 41.75
Joseph J. Keon III Trust under the Margaret L. Keon
1993 Grantor Retained Annuity
Trust
Pamela K. Vitale and By Joseph J. Keon III Holdback 03/30/99 1,923 41.75
Joseph J. Keon III Trust under the Margaret L. Keon
1993 Grantor Retained Annuity
Trust
Pamela K. Vitale and By Joseph J. Keon III Holdback 03/30/99 769 41.88
Joseph J. Keon III Trust under the Margaret L. Keon
1993 Grantor Retained Annuity
Trust
Pamela K. Vitale and By Joseph J. Keon III Holdback 03/30/99 577 42.31
Joseph J. Keon III Trust under the Margaret L. Keon
1993 Grantor Retained Annuity
Trust
CUSIP No. 582266 10 2 13D/A Page 47
Number of
Date of Shares of Price per Share
Reporting Person Trust Transaction Common Stock
Pamela K. Vitale and By Joseph J. Keon III Holdback 03/30/99 1,346 42.38
Joseph J. Keon III Trust under the Margaret L. Keon
1993 Grantor Retained Annuity
Trust
Pamela K. Vitale and By Joseph J. Keon III Holdback 03/30/99 385 43.00
Joseph J. Keon III Trust under the Margaret L. Keon
1993 Grantor Retained Annuity
Trust
Pamela K. Vitale and By Joseph J. Keon III Holdback 03/31/99 384 43.38
Joseph J. Keon III Trust under the Margaret L. Keon
1993 Grantor Retained Annuity
Trust
Pamela K. Vitale and By Joseph J. Keon III Holdback 03/31/99 1,539 43.00
Joseph J. Keon III Trust under the Margaret L. Keon
1993 Grantor Retained Annuity
Trust
Pamela K. Vitale and By Joseph J. Keon III Holdback 03/31/99 1,442 43.06
Joseph J. Keon III Trust under the Margaret L. Keon
1993 Grantor Retained Annuity
Trust
Pamela K. Vitale and By Katherine S. Keon Holdback 04/05/99 1,154 43.88
Joseph J. Keon III Trust under the Margaret L. Keon
1993 Grantor Retained Annuity
Trust
Pamela K. Vitale and By Katherine S. Keon Holdback 04/05/99 769 44.00
Joseph J. Keon III Trust under the Margaret L. Keon
1993 Grantor Retained Annuity
Trust
Pamela K. Vitale and By Katherine S. Keon Holdback 04/05/99 769 44.13
Joseph J. Keon III Trust under the Margaret L. Keon
1993 Grantor Retained Annuity
Trust
Pamela K. Vitale and By Katherine S. Keon Holdback 04/09/99 13,365 47.84
Joseph J. Keon III Trust under the Margaret L. Keon
1993 Grantor Retained Annuity
Trust
Susan T. DeWyngaert N/A 03/22/99 1,154 41.00
Susan T. DeWyngaert N/A 03/29/99 1,923 41.00
CUSIP No. 582266 10 2 13D/A Page 48
Number of
Date of Shares of Price per Share
Reporting Person Trust Transaction Common Stock
Susan T. DeWyngaert N/A 03/29/99 1,923 41.50
Susan T. DeWyngaert N/A 03/29/99 1,923 41.63
Susan T. DeWyngaert N/A 03/29/99 1,923 41.75
Susan T. DeWyngaert N/A 03/30/99 1,443 41.75
Pamela K. Vitale N/A 04/01/99 2,116 43.50
Pamela K. Vitale N/A 04/01/99 192 43.56
Pamela K. Vitale N/A 04/05/99 1,154 43.88
Pamela K. Vitale N/A 04/05/99 769 44.00
Pamela K. Vitale N/A 04/05/99 770 44.13
Pamela K. Vitale N/A 04/13/99 587 52.63
Pamela K. Vitale N/A 04/13/99 1,818 52.75
Pamela K. Vitale N/A 04/13/99 455 53.00
Pamela K. Vitale N/A 04/13/99 1,363 52.88
Pamela K. Vitale N/A 04/13/99 909 53.06
Pamela K. Vitale N/A 04/13/99 1,364 53.25
Pamela K. Vitale N/A 04/13/99 909 53.75
Pamela K. Vitale N/A 04/13/99 1,364 53.88
Pamela K. Vitale N/A 04/14/99 2,288 55.23
Liese A. Keon N/A 04/12/99 1,364 51.75
Liese A. Keon N/A 04/12/99 454 52.13
Liese A. Keon N/A 04/13/99 909 52.63
Liese A. Keon N/A 04/13/99 1,818 52.75
Liese A. Keon N/A 04/13/99 455 53.00
Liese A. Keon N/A 04/13/99 1,364 52.88
Liese A. Keon N/A 04/13/99 909 53.06
Liese A. Keon N/A 04/13/99 1,364 53.25
Liese A. Keon N/A 04/13/99 909 53.75
CUSIP No. 582266 10 2 13D/A Page 49
Number of
Date of Shares of Price per Share
Reporting Person Trust Transaction Common Stock
Liese A. Keon N/A 04/13/99 1,363 53.88
Liese A. Keon N/A 04/14/99 5,149 55.23
Margaret Lynley Keon N/A 04/12/99 1,363 51.75
Margaret Lynley Keon N/A 04/12/99 455 52.13
Margaret Lynley Keon N/A 04/13/99 909 52.63
Margaret Lynley Keon N/A 04/13/99 1,818 52.75
Margaret Lynley Keon N/A 04/13/99 454 53.00
Margaret Lynley Keon N/A 04/13/99 1,364 52.88
Margaret Lynley Keon N/A 04/13/99 909 53.06
Margaret Lynley Keon N/A 04/13/99 1,364 53.25
Margaret Lynley Keon N/A 04/13/99 909 53.75
Margaret Lynley Keon N/A 04/13/99 1,364 53.88
Margaret Lynley Keon N/A 04/13/99 5,149 55.23
Anne R. Whitten N/A 03/22/99 1,154 41.00
Anne R. Whitten N/A 03/29/99 1,923 41.00
Anne R. Whitten N/A 03/29/99 1,923 41.50
Anne R. Whitten N/A 03/29/99 1,923 41.63
Anne R. Whitten N/A 03/29/99 1,923 41.75
Anne R. Whitten N/A 03/30/99 1,923 41.75
Anne R. Whitten N/A 03/30/99 769 41.88
Anne R. Whitten N/A 03/30/99 577 42.31
Anne R. Whitten N/A 03/30/99 1,347 42.38
Anne R. Whitten N/A 03/30/99 153 43.00
John W. Sparks N/A 04/09/99 5,000 47.84
John W. Sparks N/A 04/14/99 7,360 55.23
Barbara L. Federico N/A 04/12/99 1,364 51.75
Barbara L. Federico N/A 04/12/99 454 52.13
CUSIP No. 582266 10 2 13D/A Page 50
Number of
Date of Shares of Price per Share
Reporting Person Trust Transaction Common Stock
Barbara L. Federico N/A 04/13/99 1,818 52.75
Barbara L. Federico N/A 04/13/99 454 53.00
Barbara L. Federico N/A 04/13/99 1,364 52.88
Barbara L. Federico N/A 04/13/99 909 53.06
Barbara L. Federico N/A 04/13/99 1,363 53.25
Barbara L. Federico N/A 04/13/99 910 53.75
Barbara L. Federico N/A 04/13/99 1,364 53.88
Christina L. Duncan N/A 04/01/99 2,116 43.50
Christina L. Duncan N/A 04/01/99 192 43.56
Christina L. Duncan N/A 04/05/99 1,154 43.88
Christina L. Duncan N/A 04/05/99 769 44.00
Christina L. Duncan N/A 04/05/99 769 44.13
Christina L. Duncan N/A 04/09/99 5,000 47.84
Christina L. Duncan N/A 04/14/99 5,000 55.23
Steven L. Grissom N/A 05/03/99 900 59.94
Steven L. Grissom N/A 05/03/99 100 59.88
</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.
The 1997 Principal Stockholders (including certain of the
Reporting Persons) and the Company, with respect to the respective
shares of capital stock of the Company owned by each such 1997
Principal Stockholder (exclusive of shares transferred to such
CUSIP No. 582266 10 2 13D/A Page 51
stockholder after September 24, 1998), entered into the 1997
Stockholders' Agreement, effective September 24, 1997. Pursuant to
the 1997 Stockholders' Agreement, each of the distributees of shares
from a 1993 Grantor Retained Annuity Trust (as described in Item 5(c)
above) and Gail Gawthrop Lumpkin agreed, as a condition to the
transfer of the shares, to be bound by the terms of the 1997
Stockholders' Agreement. The substantive provisions of the 1997
Stockholders' Agreement ceased to be effective on or about May 18,
1999, when MHC reduced its ownership of the Common Stock. The 1997
Stockholders' Agreement included certain voting agreements and certain
restrictions on transfer of equity securities.
The foregoing description of the 1997 Stockholders'
Agreement is qualified in its entirety by reference to the 1997
Stockholders' Agreement which was filed as an exhibit to the original
filing of this Schedule and is incorporated herein by reference.
The 1998 Principal Stockholders and the Company have, with
respect to the respective shares of capital stock of the Company owned
by each such 1998 Principal Stockholder, entered into the 1998
Stockholders' Agreement, effective November 18, 1998.
Under the 1998 Stockholders' Agreement, each 1998 Principal
Stockholder agreed, until such party owns less than 4 million shares
of Common Stock or until December 31, 2001, whichever occurs first, to
vote such stockholder's shares and take all action within its power
to: (i) establish the size of our board of directors at up to 11
directors; (ii) cause to be elected to the Board of Directors of the
Company one director designated by Interstate Energy Corporation for
so long as IES owns at least 4 million shares of Common Stock; (iii)
cause to be elected to the Board of Directors of the Company three
directors who are executive officers of the Company designated by
Clark McLeod for so long as Clark and Mary McLeod collectively own at
least 4 million shares of Common Stock; (iv) cause Richard Lumpkin to
be elected to the Board of Directors of the Company for so long as the
Former CCI Shareholders who are a party to the agreement collectively
own at least 4 million shares of Common Stock; and (v) cause to be
elected to the Board of Directors of the Company up to six non-
employee directors nominated by the Board
The 1998 Stockholders' Agreement provides that until
December 31, 2001 (the "Expiration Date"), the 1998 Principal
Stockholders will not offer, sell, contract to sell, grant any option
to purchase or otherwise dispose of, directly or indirectly,
("Transfer"), any equity securities of the Company, or any other
securities convertible into or exercisable for such equity securities,
beneficially owned by such 1998 Principal Stockholder without
receiving the prior written consent of the Board of Directors of the
Company, except for certain permitted transfers as provided under the
1998 Stockholders' Agreement. The 1998 Stockholders' Agreement
further provides that the Board of Directors shall determine on a
CUSIP No. 582266 10 2 13D/A Page 52
quarterly basis commencing with the quarter ending December 31, 1998
and ending on the Expiration Date, the aggregate number, if any, of
shares of Common Stock (not to exceed in the aggregate 150,000 shares
per quarter) that the 1998 Principal Stockholders may Transfer during
certain designated trading periods following the release of the
Company's quarterly or annual financial results.
The 1998 Stockholders' Agreement provides that to the extent
the Board of Directors grants registration rights to a Principal
Stockholder in connection with a Transfer of securities of the Company
by such Principal Stockholder, it will grant similar registration
rights to the other parties as set forth in the 1998 Stockholders'
Agreement. In addition, the 1998 Stockholders' Agreement provides
that the Board of Directors shall determine on an annual basis
commencing with the year ending December 31, 1999 and ending on the
Expiration Date (each such year, an "Annual Period"), the aggregate
number, if any, of shares of Common Stock (not to exceed in the
aggregate on an annual basis a number of shares equal to 15% of the
total number of shares of Common Stock beneficially owned by the 1998
Principal Stockholders as of December 31, 1998) (the "Registrable
Amount"), to be registered by the Company under the Securities Act,
for Transfer by the 1998 Principal Stockholders. The 1998
Stockholders' Agreement also provides that in any underwritten primary
offering (other than pursuant to a registration statement on Form S-4
or Form S-8 or any successor forms thereto or other form which would
not permit the inclusion of shares of Common Stock of the 1998
Principal Stockholders), the Company will give written notice of such
offering to the 1998 Principal Stockholders and will undertake to
register the shares of Common Stock of such parties up to the
Registrable Amount, if any, as determined by the Board. The 1998
Stockholders' Agreement provides that the Company may subsequently
determine not to register any shares of the 1998 Principal
Stockholders under the Securities Act and may either not file a
registration statement or otherwise withdraw or abandon a registration
statement previously filed.
The 1998 Stockholders' Agreement terminates on the
Expiration Date. In addition, if during any Annual Period the Company
has not provided a 1998 Principal Stockholder a reasonable opportunity
to Transfer pursuant to the registration of securities under the
Securities Act or pursuant to certain other provisions of the 1998
Stockholders' Agreement on the terms therein specified an aggregate
number of shares of Common Stock equal to not less than 15% of the
total number of shares of Common Stock beneficially owned by such 1998
Principal Stockholder as of December 31, 1998, then such 1998
Principal Stockholder may terminate the 1998 Stockholders' Agreement
as applied to such 1998 Principal Stockholder within 10 business days
following the end of any such Annual Period.
The foregoing description of the 1998 Stockholders'
Agreement is qualified in its entirety by reference to the 1998
CUSIP No. 582266 10 2 13D/A Page 53
Stockholders' Agreement which was filed as an exhibit to the Company's
Current Report on Form 8-K, filed on November 19, 1998, and is
incorporated herein by reference.
In connection with the Company's acquisition of Ovation
Communications, Inc. ("Ovation"), the Company, IES Investments Inc.,
Clark E. McLeod, Mary E. McLeod, Richard A. Lumpkin and Gail G.
Lumpkin entered into the 1999 Stockholders' Agreement with certain
Stockholders of Ovation pursuant to which, among other things, such
Ovation stockholders agree to certain restrictions on the transfer of
Common Stock and the designation and election of directors to the
Company's Board of Directors. On or about January 26, 1999, the other
former CCI shareholders who are parties to the 1998 Stockholders'
Agreement, along with certain permitted transferees, also became
parties to the 1999 Stockholders' Agreement.
The foregoing description of the 1999 Stockholders'
Agreement is qualified in its entirety by reference to the 1999
Stockholders' Agreement which was filed as an exhibit to the Company's
current Report on Form 8-K, filed on January 14, 1999, and is
incorporated herein by reference.
On or about October 28, 1998, the trustees of the charitable
remainder unitrusts named Steven L. Grissom as agent with respect to
the sale of shares from those trusts.
On or about November 23, 1998, the trustees of the 1990
Personal Income Trusts named Richard A. Lumpkin as agent with respect
to the sale of shares from those trusts.
Steven L. Grissom participates in the Company's Employee
Stock Purchase Plan. Pursuant to such plan, he acquired 806 shares of
Common Stock on January 4, 1999 at approximately $27.90 per share.
On May 12, 1999, the 1990 Personal Income Trusts and the
Margaret Lumpkin Keon Trust, dated May 13, 1978 (collectively, the
"Selling Stockholders") entered into an underwriting agreement on May
12, 1999 (the "Underwriting Agreement") with other stockholders of the
Company, including certain Other Principal Stockholders and Salomon
Smith Barney Inc., Credit Suisse First Boston Corporation and Merrill
Lynch, Pierce, Fenner & Smith Incorporated as representatives of
certain underwriters (the "Underwriters"). Under the terms of the
Underwriting Agreement, the Selling Stockholders sold an aggregate of
939,692 shares of Common Stock and granted the Underwriters an option
to purchase up to an aggregate of 560,308 shares of Common Stock to
cover over-allotments of the securities sold by the Selling
Stockholders and other sellers pursuant to the Underwriting Agreement.
The Underwriters may exercise the option in whole or in part at any
time (but not more than once)on or before June 11, 1999. The
Underwriting Agreement is incorporated by reference to Exhibit 1.1 of
the Company's Form S-3/A, filed by the Company on May 12, 1999.
CUSIP No. 582266 10 2 13D/A Page 54
On April 13, 1999, Steven L. Grissom entered into a market
transaction for the sale of an option to purchase 500 shares of Common
Stock, exercisable from April 13, 1999 until October 16, 1999.
Item 7. Materials to be Filed as Exhibits.
1. Stockholders' Agreement dated as of June 14, 1997,
among the Company, Former CCI Shareholders (including the Reporting
Persons), IES, Midwest Capital Group, Inc., MHC, Clark E. McLeod and
Mary E. McLeod, together with Amendment No. 1 to Stockholders'
Agreement dated as of September 19, 1997. (Incorporated by reference
to the Exhibit of the same number to the original Schedule 13D, filed
October 6, 1997.)
2. Stockholders' Agreement, dated as of November 18, 1998,
among the Company, IES, Clark E. McLeod, Mary E. McLeod, Richard A.
Lumpkin, Gail G. Lumpkin and certain former CCI shareholders and
certain permitted transferees of former CCI shareholders listed on
Schedule I thereto. (Incorporated by reference to Exhibit 99.1 of the
Company's Current Report on Form 8-K, filed on November 19, 1998.)
3. Stockholders' Agreement, dated as of January 7, 1999,
among the Company, IES, Clark E. McLeod, Mary E. McLeod, Richard A.
Lumpkin, Gail G. Lumpkin, M/C Investors L.L.C. and
Media/Communications Partners II Limited Partnership. (Incorporated by
reference to the Exhibit 4.1 of the 8-K, filed by the Company on
January 14, 1999.)
4. Power of Attorney, made by Margaret L. Keon on December
9, 1998, authorizing Steven L. Grissom to act on her behalf with
respect to filings with the Commission. (Incorporated by reference to
Exhibit 1-C of the Form 13 D/A, filed by the Reporting Persons on
January 26, 1999.)
5. Power of Attorney, made by Pamela K. Vitale on December
3, 1998, authorizing Steven L. Grissom to act on her behalf with
respect to filings with the Commission. (Incorporated by reference to
Exhibit 1-D of the Form 13 D/A, filed by the Reporting Persons on
January 26, 1999.)
6. Power of Attorney, made by Joseph J. Keon III on
December 9, 1998, authorizing Steven L. Grissom to act on his behalf
with respect to filings with the Commission. (Incorporated by
reference to Exhibit 1-A of the Form 13 D/A, filed by the Reporting
Persons on January 26, 1999.)
7. Power of Attorney, made by Liese A. Keon on December 3,
1998, authorizing Steven L. Grissom to act on her behalf with respect
to filings with the Commission. (Incorporated by reference to Exhibit
1-B of the Form 13 D/A, filed by the Reporting Persons on January 26,
1999.)
CUSIP No. 582266 10 2 13D/A Page 55
8. Power of Attorney, made by Susan T. DeWyngaert on
December 31, 1998, authorizing Steven L. Grissom to act on her behalf
with respect to filings with the Commission. (Incorporated by
reference to Exhibit 1-E of the Form 13 D/A, filed by the Reporting
Persons on January 26, 1999.)
9. Power of Attorney, made by Margaret Lynley Keon on
January 28, 1999, authorizing Steven L. Grissom to act on her behalf
with respect to filings with the Commission. (Incorporated by
reference to Exhibit 1-F of the Form 4 filed by the Reporting Persons
on March 10, 1999.)
10. Underwriting Agreement, dated May 12, 1999, among the
1990 Personal Income Trusts, the Margaret L. Keon Trust, dated 1978,
certain other stockholders of the Company and Salomon Smith Barney
Inc., Credit Suisse First Boston Corporation and Merrill Lynch,
Pierce, Fenner & Smith Incorporated as representatives of certain
underwriters. (Incorporated by reference to Exhibit 1.1 of the
Company's Form S-3/A, filed by the Company on May 12, 1999.
11. 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.
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: May 24, 1999
Margaret L. Keon
By: Steven L. Grissom
Attorney in Fact
Pamela K. Vitale
By: Steven L. Grissom
Attorney in Fact
Joseph J. Keon, III
CUSIP No. 582266 10 2 13D/A Page 56
By: Steven L. Grissom
Attorney in Fact
Liese A. Keon
By: Steven L. Grissom
Attorney in Fact
Susan T. DeWyngaert
By: Steven L. Grissom
Attorney in Fact
Margaret Lynley Keon
By: Steven L. Grissom
Attorney in Fact
CUSIP No. 582266 10 2 13D/A Page 57
SCHEDULE A
The following information sets forth the name, business or
residence address and present principal occupation of the Former CCI
Shareholders (including the Reporting Persons) and includes each of
the directors and executive officers of The Lumpkin Foundation (the
"Foundation"). Except as set forth in Item 5 of this Schedule 13D/A,
none of the directors or executive officers of the Foundation is the
beneficial owner of any Common Stock of the Company.
<TABLE>
<CAPTION>
Name Occupation Address
<S> <C> <C>
Susan T. DeWyngaert Physician 335 South 7th Street
Philadelphia, Pennsylvania 19106
Christina L. Duncan Homemaker; (Director of the 194 North Bald Hill Road
(aka Christina Sparks Duncan) Foundation) New Canaan, Connecticut 06840
Barbara L. Federico Homemaker 4840 Ashville Bay Road
(aka Barbara Sparks Federico) Ashville, New York 14710
Steven L. Grisson Treasurer of Illinois 121 South 17th Street
Consolidated Telephone Company Mattoon, Illinois 61938
David R. Hodgman Attorney Schiff Hardin & Waite
7300 Sears Tower
Chicago, Illinois 60606
Joseph J. Keon III Owner of Parissound c/o Keon Associates
Communications, Author/ 16 Miller Avenue, Suite 203
Filmmaker Mill Valley, California 94941
Liese A. Keon Management Consultant 2868 South Lakeridge Trail
Boulder, Colorado 80302
Margaret L. Keon Owner of Keon Associates, Career c/o Keon Associates
Consultant; (Director and Vice 16 Miller Avenue, Suite 203
President of the Foundation) Mill Valley, California 94941
Margaret Lynley Keon Investment Banker 56 Bourne St.
London, England SW1W8JD
Benjamin I. Lumpkin Graduate Student 1316 West Howard St., #1
Chicago, Illinois 60626
Elizabeth L. Celio (aka Director of the Foundation 815 Columbian
Elizabeth A. Lumpkin) Oak Park, Illinois 60302
CUSIP No. 582266 10 2 13D/A Page 58
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>
