UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check this box if no longer subject to Section 16. Form 4 or
Form 5 obligations may continue. See Instructions 1(b).
1. Name and Address of Reporting Person:
Mary Lee Sparks
2438 Campbell Road, N.W.
Albuquerque, New Mexico 87104
U.S.A.
2. Issuer Name and Ticker or Trading Symbol:
McLeodUSA Incorporated
MCLD
3. IRS or Social Security Number of Reporting Person (Voluntary):
4. Statement for Month/Year:
December 1998
5. If Amendment, Date of Original (Month/Year):
6. Relationship of Reporting Person(s) to Issuer (Check all
applicable):
( ) Director ( ) 10% Owner ( ) Officer (give title below) (x)
Other (specify below)
Member of 13(d) group owning more than 10%
7. Individual or Joint/Group Filing (Check Applicable Line):
( ) Form filed by One Reporting Person
(x) Form filed by More than One Reporting Person<PAGE>
<TABLE>
<CAPTION>
Table I -- Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
5.
Amount of 6.
Securities Owner- 7.
2. Beneficially ship Form: Nature of
1. Transaction 4. Owned at End Direct (D) Indirect
Title of Date 3. Securities Acquired (A) or of Month or Indi- Beneficial
Security (Month/ Transaction Code Disposed of (D) (Instr. 3 rect (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- ------------ ---------------- -------------------------- ------------ ---------- ----------
Code V Amount (A)or(D) Price
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Class A 12/1/98 S 1,517 D 30.25 I By Mary Lee Sparks
Common 1990 Personal
Stock Income Trust for
the Benefit of John
Woodruff Sparks
dated April 20,
1990
12/1/98 S 2,883 D 30.38 150,224 I By Mary Lee Sparks
1990 Personal
Income Trust for
the Benefit of John
Woodruff Sparks
dated April 20,
1990
234,770 (1) I By Barbara S.
Federico 1998
Spouse CRUT dated
October 27, 1998
184,770 (2) I By Anne S. Whitten
1998 Spouse NIM-
CRUT dated October
27, 1998
159,769 (3) I By John W. Sparks
1998 Spouse CRUT
dated October 27,
1998
234,769 (4) I By Christina S.
Duncan 1998 Spouse
CRUT dated October
27, 1998
150,224 I By Mary Lee Sparks
1990 Personal
Income Trust for
the Benefit of Anne
Romayne Sparks
dated April 20,
1990<PAGE>
Table I -- Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned (Cont'd)
5.
Amount of 6.
Securities Owner- 7.
2. Beneficially ship Form: Nature of
1. Transaction 4. Owned at End Direct (D) Indirect
Title of Date 3. Securities Acquired (A) or of Month or Indi- Beneficial
Security (Month/ Transaction Code Disposed of (D) (Instr. 3 rect (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- ------------ ---------------- -------------------------- ------------ ---------- ----------
Code V Amount (A)or(D) Price
150,224 I By Mary Lee Sparks
1990 Personal
Income Trust for
the Benefit of
Barbara Lee Sparks
dated April 20,
1990
150,224 I By Mary Lee Sparks
1990 Personal
Income Trust for
the Benefit of
Christina Louise
Sparks dated April
20, 1990
75,000 (5) I By John W. Sparks
1998 Spouse NIM-
CRUT dated October
27, 1998
22,360 (6) D
22,360 (7) D
22,359 (8) D
22,359 (9) D
196,678 D
332,209 I By Trust Agreement
dated May 13, 1978
f/b/o Mary Lee
Sparks<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Table II -- Derivative Securities Acquired,
Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
9.
5. Number of
Number Deriva- 10. 11.
of Deriv- tive Owner- Nature
2. ative Se- Securi- ship Form of Indi-
Conver- 3. curities 7. ties of Deriva- rect
sion or Trans- 4. Acquired 6. Title and Benefi- tive Benefi-
1. Exercise action Trans- (A) or Date Exer- Amount of 8. cially Security: cial
Title of Price of Date action Disposed cisable and Underlying Price of Owned at Direct (D) Owner-
Derivative Deriva- (Month/ Code of (D) Expiration Securities Derivative End of or Indi- ship
Security tive Se- Day/ (Instr. (Instr. 3, Date (Month/ (Instr. 3 Security Month rect (I) (Instr.
(Instr. 3) curity Year) 8) 4 and 5) Day/Year) and 4) (Instr. 5) (Instr. 4)(Instr. 4) 4)
---------- -------- ------- ------- ---------- ------------ ---------- ---------- -------------------- -------
Code V (A) (D) Date Expir- Title Amount or
Exer- ation Number of
cis- Date Shares
able
</TABLE>
Explanation of Responses:
Explanation of footnotes to Table I: For purposes of Section
13(d) of the Securities Exchange Act, each of the joint filers is a
member of a group that together owns more than 10% of the Issuer's
Class A Common Stock. Except as indicated in the following notes, the
securities shown in Table I are beneficially owned for purposes of
Rule 16a-1(a)(2) by Mary Lee Sparks and not by any of the other joint
filers.
(1) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Barbara S. Federico. These shares are not subject to Ms.
Federico's agreement with the other members of the 13(d)
group referred to in Item 6 above.
(2) Beneficially owned for purposes of Rule 16a-1(a)(2) by Anne
S. Whitten. These shares are not subject to Ms. Whitten's
agreement with the other members of the 13(d) group referred
to in Item 6 above.
(3) Beneficially owned for purposes of Rule 16a-1(a)(2) by John
W. Sparks. These shares are not subject to Mr. Sparks'
agreement with the other members of the 13(d) group referred
to in Item 6 above.
(4) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Christina S. Duncan. These shares are not subject to Ms.<PAGE>
Duncan's agreement with the other members of the 13(d) group
referred to in Item 6 above.
(5) Beneficially owned for purposes of Rule 16a-1(a)(2) by John
W. Sparks. These shares are not subject to Mr. Sparks'
agreement with the other members of the 13(d) group referred
to in Item 6 above.
(6) Beneficially owned for purposes of Rule 16a-1(a)(2) by John
W. Sparks.
(7) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Barbara S. Federico.
(8) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Christina S. Duncan
(9) Beneficially owned for purposes of Rule 16a-1(a)(2) by Anne
S. Whitten.
SIGNATURE OF REPORTING PERSON:
Mary Lee Sparks
<PAGE>
JOINT FILER INFORMATION
Name: Anne S. Whitten
Address: 38 Goodhue Road, Windham, New Hampshire 03087
Designated Filer: Mary Lee Sparks
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: December 1998
Signature: Anne S. Whitten
JOINT FILER INFORMATION
Name: Barbara S. Federico
Address: 4840 Ashville Bay Road, Ashville, New York 14710
Designated Filer: Mary Lee Sparks
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: December 1998
Signature: Barbara S. Federico
JOINT FILER INFORMATION
Name: Christina S. Duncan (aka Christina L. Duncan)
Address: 194 North Bald Hill Road, New Canaan, Connecticut 06840
Designated Filer: Mary Lee Sparks
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: December 1998
Signature: Christina S. Duncan*
By: Steven L. Grissom
Attorney in Fact<PAGE>
JOINT FILER INFORMATION
Name: John W. Sparks
Address: 229 Saavedra, S.W., Albuquerque, New Mexico 87105
Designated Filer: Mary Lee Sparks
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: December 1998
Signature: John W. Sparks
DATE: December 31, 1998
*See Exhibit 1<PAGE>
EXHIBIT 1
---------
POWER OF ATTORNEY
-----------------
Power of Attorney made this 9th day of December, 1998:
I, CHRISTINA S. DUNCAN of 194 North Bald Hill Road, New
Canaan, Connecticut 06840, hereby appoint Steven L. Grissom, of 21
South Country Club Road, Mattoon, Illinois 61938, as my attorney-in-
fact for the purpose of taking the actions set forth below:
1. To execute and file on my behalf, individually or in any
fiduciary or other capacity, reports and other forms with the
Securities and Exchange Commission relating to shares of Class A
Common Stock of McLeodUSA Incorporated acquired, beneficially owned,
held or disposed of by me, whether individually, as trustee of one or
more trusts, or otherwise;
2. To execute assignments and other instruments required
for the sale of shares of Class A Common Stock of McLeodUSA
Incorporated; and
3. To execute account agreements and all other documents
required to open or to close on my behalf accounts with any bank,
trust company, savings association, broker or other depository or
agent and to deposit in or transfer between any such account held in
my name any monies or other property and to examine or receive related
records, including canceled checks.
The powers and authorities granted herein shall not be
affected, impaired or exhausted by any nonexercise or by any one or
more exercises thereof. My attorney shall exercise or fail to
exercise the powers and authorities granted herein in each case as my
attorney, in my attorney's own absolute discretion, deems desirable or
appropriate under existing circumstances.
This Power of Attorney is effective immediately and will
remain in effect, even though I become incapacitated, until revoked by
a written instrument signed by me and delivered to my attorney. It is
my intent that the power granted herein shall continue without
interruption until my death, unless previously revoked by me.
This Power of Attorney shall not affect or impair the
validity of any other Power of Attorney that I have in force upon the
effective date of this instrument.
Any person, corporation, partnership, or other legal entity
dealing with my attorney may rely without inquiry upon my attorney's
certification that this instrument is still in effect. No person,
partnership, corporation, or legal entity relying on this power of
attorney in good faith and without actual notice of revocation shall
be required to see to the application and disposition of any moneys,<PAGE>
stocks, bonds, securities, or other property paid to or delivered to
my attorney, or my attorney's substitute, pursuant to the provisions
hereof.
This power of attorney shall be governed by the laws of
Illinois.
Reproductions of this executed original (with reproduced
signatures and the certificate of acknowledgment) shall be deemed to
be original counterparts of this power of attorney.
/s/ Christina S. Duncan
-----------------------------------
Principal
Specimen signature of my attorney:
--------------------------------- -----------------------------------
Steven L. Grissom Principal (as witness to
attorney's signature)
______________________________________________________________________
STATE OF CONNECTICUT )
) ss
COUNTY OF FAIRFIELD )
I, a Notary Public, in and for said County and State, hereby
certify that CHRISTINA S. DUNCAN, personally known to me to be the
same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that he/she
signed that instrument as his/her free and voluntary act, for the uses
and purposes therein set forth.
Given under my hand and notarial seal this 7th day of
December, 1998.
/s/ Mary Ann Bancroft
----------------------------------
Notary Public
Mary Ann Bancroft
This document was prepared by: Notary Public
Debra L. Stetter My Commission expires
Schiff Hardin & Waite January 31, 2003
6600 Sears Tower
Chicago, Illinois 60606
<PAGE>
