UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check this box if no longer subject to Section 16. Form 4 or
Form 5 obligations may continue. See Instructions 1(b).
1. Name and Address of Reporting Person:
Margaret L. Keon
c/o Keon Associates
16 Miller Avenue, Suite 203
Mill Valley, California 94941
U.S.A.
2. Issuer Name and Ticker or Trading Symbol:
McLeodUSA Incorporated
MCLD
3. IRS or Social Security Number of Reporting Person (Voluntary):
4. Statement for Month/Year:
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 Secur-
ities
Benefi- 6. Owner-
2. Trans- cially ship Form: 7. Nature of
action Owned at Direct (D) Indirect
1. Title of Date 3. Trans- 4. Securities Acquired End of Month or Indi- Beneficial
Security (Month/ action Code (A) or 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 12/01/98 S 298 D 30.25 I By Margaret L. Keon
Common Stock 1990 Personal
Income Trust for
the Benefit of
Susan Tamara Keon
DeWyngaert dated
April 20, 1990
12/01/98 S 567 D 30.38 75,037 I By Margaret L. Keon
1990 Personal
Income Trust for
the Benefit of
Susan Tamara Keon
DeWyngaert dated
April 20, 1990
12/01/98 G 1,600 D 506,461 I By Margaret Lumpkin
Keon Trust dated
May 13, 1978
69,769 (1) I By Joseph J. Keon
III 1998 CRUT dated
October 27, 1998
84,769 (2) I By Margaret Lynley
Keon 1998 NIM-CRUT
dated October 27,
1998
84,769 (3) I By Susan K.
DeWyngaert 1998
Spouse CRUT dated
October 27, 1998
84,770 (4) I By Pamela K. Vitale
1998 Spouse CRUT
dated October 27,
1998
184,769 (5) I By Liese A. Keon
1998 CRUT dated
October 27, 1998<PAGE>
Table I -- Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned (Cont'd)
5. Amount
of Secur-
ities
Benefi- 6. Owner-
2. Trans- cially ship Form: 7. Nature of
action Owned at Direct (D) Indirect
1. Title of Date 3. Trans- 4. Securities Acquired End of Month or Indi- Beneficial
Security (Month/ action Code (A) or 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
75,037 I By Margaret L. Keon
1990 Personal
Income Trust for
the Benefit of
Joseph John Keon
III dated April 20,
1990
75,037 I By Margaret L. Keon
1990 Personal
Income Trust for
the Benefit of
Katherine Stoddert
Keon dated
April 20, 1990
75,037 I By Margaret L. Keon
1990 Personal
Income Trust for
the Benefit of Lisa
Anne Keon dated
April 20, 1990
75,037 I By Margaret L. Keon
1990 Personal
Income Trust for
the Benefit of
Margaret Lynley
Keon dated
April 20, 1990
75,037 I By Margaret L. Keon
1990 Personal
Income Trust for
the Benefit of
Pamela Keon Vitale
dated April 20,
1990<PAGE>
Table I -- Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned (Cont'd)
5. Amount
of Secur-
ities
Benefi- 6. Owner-
2. Trans- cially ship Form: 7. Nature of
action Owned at Direct (D) Indirect
1. Title of Date 3. Trans- 4. Securities Acquired End of Month or Indi- Beneficial
Security (Month/ action Code (A) or 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
16,057 (6) I By Joseph J. Keon
III Holdback Trust
under the Margaret
L. Keon 1993
Grantor Retained
Annuity Trust
16,057 (6) I By Katherine S.
Keon Holdback Trust
under the Margaret
L. Keon 1993
Grantor Retained
Annuity Trust
16,058 (7) D
16,058 (8) D
16,058 (9) D
16,058(10) D<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 Margaret L. Keon and not by any of the other joint
filers.
(1) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Joseph J. Keon III. These shares are not subject to Mr.
Keon's agreement with the other members of the 13(d) group
referred to in Item 6 above.
(2) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Margaret Lynley Keon. These shares are not subject to Ms.
Keon's agreement with the other members of the 13(d) group
referred to in Item 6 above.
(3) Beneficially owned for purposes of Rule 16a-1(a)(2) by Susan
K. DeWyngaert. These shares are not subject to Ms.
DeWyngaert's agreement with the other members of the 13(d)
group referred to in Item 6 above.
(4) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Pamela K. Vitale. These shares are not subject to Ms.<PAGE>
Vitale'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 Liese
A. Keon. These shares are not subject to Ms. Keon's
agreement with the other members of the 13(d) group referred
to in Item 6 above.
(6) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Joseph J. Keon III and Pamela K. Vitale.
(7) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Pamela K. Vitale.
(8) Beneficially owned for purposes of Rule 16a-1(a)(2) by Liese
A. Keon.
(9) Beneficially owned for purposes of Rule 16a-1(a)(2) by Susan
T. DeWyngaert.
(10) Beneficially owned for purposes of Rule 16a-1(a)(2) by
Margaret Lynley Keon.
SIGNATURE OF REPORTING PERSON(S):
Margaret L. Keon*
By: Steven L. Grissom
Attorney in Fact
*See Exhibit 1-C<PAGE>
JOINT FILER INFORMATION
Name: Joseph J. Keon III
Address: c/o Keon Associates, 16 Miller Avenue, Suite 203, Mill
Valley, California 94941
Designated Filer: Margaret L. Keon
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: December 1998
Signature: Joseph J. Keon III*
By: Steven L. Grissom
Attorney in Fact
JOINT FILER INFORMATION
Name: Pamela K. Vitale (formerly Pamela Ryan Keon)
Address: c/o Keon Associates, 16 Miller Avenue, Suite 203, Mill
Valley, California 94941
Designated Filer: Margaret L. Keon
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: December 1998
Signature: Pamela K. Vitale**
By: Steven L. Grissom
Attorney in Fact
JOINT FILER INFORMATION
Name: Liese A. Keon
Address: 2868 South Lakeridge Trail, Boulder, Colorado 80302
Designated Filer: Margaret L. Keon
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: December 1998
Signature: Liese A. Keon***
By: Steven L. Grissom
Attorney in Fact
*See Exhibit 1-A
**See Exhibit 1-D
***See Exhibit 1-B<PAGE>
JOINT FILER INFORMATION
Name: Susan T. DeWyngaert
Address: 335 South 7th Street, Philadelphia, Pennsylvania 19106
Designated Filer: Margaret L. Keon
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: December 1998
Signature: Susan T. DeWyngaert
DATE: December 31, 1998<PAGE>
EXHIBIT 1-A
-----------
POWER OF ATTORNEY
-----------------
Power of Attorney made this 9th day of December, 1998:
I, JOSEPH J. KEON III, of 16 Miller Avenue, Mill Valley,
California 94941, hereby appoint Steven L. Grissom, of 21 South
Country Club Road, Mattoon, Illinois 61938, as my attorney-in-fact for
the purpose of taking the actions set forth below:
1. To execute and file on my behalf, individually or in any
fiduciary or other capacity, reports and other forms with the
Securities and Exchange Commission relating to shares of Class A
Common Stock of McLeodUSA Incorporated acquired, beneficially owned,
held or disposed of by me, whether individually, as trustee of one or
more trusts, or otherwise;
2. To execute assignments and other instruments required
for the sale of shares of Class A Common Stock of McLeodUSA
Incorporated; and
3. To execute account agreements and all other documents
required to open or to close on my behalf accounts with any bank,
trust company, savings association, broker or other depository or
agent and to deposit in or transfer between any such account held in
my name any monies or other property and to examine or receive related
records, including canceled checks.
The powers and authorities granted herein shall not be
affected, impaired or exhausted by any nonexercise or by any one or
more exercises thereof. My attorney shall exercise or fail to
exercise the powers and authorities granted herein in each case as my
attorney, in my attorney's own absolute discretion, deems desirable or
appropriate under existing circumstances.
This Power of Attorney is effective immediately and will
remain in effect, even though I become incapacitated, until revoked by
a written instrument signed by me and delivered to my attorney. It is
my intent that the power granted herein shall continue without
interruption until my death, unless previously revoked by me.
This Power of Attorney shall not affect or impair the
validity of any other Power of Attorney that I have in force upon the
effective date of this instrument.
Any person, corporation, partnership, or other legal entity
dealing with my attorney may rely without inquiry upon my attorney's
certification that this instrument is still in effect. No person,
partnership, corporation, or legal entity relying on this power of
attorney in good faith and without actual notice of revocation shall
be required to see to the application and disposition of any moneys,<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/Joseph J. Keon III
------------------------------
Principal
Specimen signature of my attorney:
--------------------------------- ------------------------------
Steven L. Grissom Principal (as witness to
attorney's signature)
______________________________________________________________________
STATE OF CALIFORNIA )
) ss
COUNTY OF MARIN )
I, a Notary Public, in and for said County and State, hereby
certify that JOSEPH J. KEON III, personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared
before me this day in person and acknowledged that he signed that
instrument as his free and voluntary act, for the uses and purposes
therein set forth.
Given under my hand and notarial seal this 9th day of
December, 1998.
/s/ Wayne Lang
-----------------------------------
Notary Public
Wayne Lang
This document was prepared by: Commission #1182710
Debra L. Stetter Notary Public - California
Schiff Hardin & Waite Marin County
6600 Sears Tower My commission expires May 7, 2002
Chicago, Illinois 60606<PAGE>
EXHIBIT 1-B
-----------
POWER OF ATTORNEY
-----------------
Power of Attorney made this 3rd day of December,1998:
I, LIESE A. KEON of 2868 South Lakeridge Trail, Boulder,
Colorado 80302, hereby appoint Steven L. Grissom, of 21 South Country
Club Road, Mattoon, Illinois 61938, as my attorney-in-fact for the
purpose of taking the actions set forth below:
1. To execute and file on my behalf, individually or in any
fiduciary or other capacity, reports and other forms with the
Securities and Exchange Commission relating to shares of Class A
Common Stock of McLeodUSA Incorporated acquired, beneficially owned,
held or disposed of by me, whether individually, as trustee of one or
more trusts, or otherwise;
2. To execute assignments and other instruments required
for the sale of shares of Class A Common Stock of McLeodUSA
Incorporated; and
3. To execute account agreements and all other documents
required to open or to close on my behalf accounts with any bank,
trust company, savings association, broker or other depository or
agent and to deposit in or transfer between any such account held in
my name any monies or other property and to examine or receive related
records, including canceled checks.
The powers and authorities granted herein shall not be
affected, impaired or exhausted by any nonexercise or by any one or
more exercises thereof. My attorney shall exercise or fail to
exercise the powers and authorities granted herein in each case as my
attorney, in my attorney's own absolute discretion, deems desirable or
appropriate under existing circumstances.
This Power of Attorney is effective immediately and will
remain in effect, even though I become incapacitated, until revoked by
a written instrument signed by me and delivered to my attorney. It is
my intent that the power granted herein shall continue without
interruption until my death, unless previously revoked by me.
This Power of Attorney shall not affect or impair the
validity of any other Power of Attorney that I have in force upon the
effective date of this instrument.
Any person, corporation, partnership, or other legal entity
dealing with my attorney may rely without inquiry upon my attorney's
certification that this instrument is still in effect. No person,
partnership, corporation, or legal entity relying on this power of
attorney in good faith and without actual notice of revocation shall
be required to see to the application and disposition of any moneys,<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/ Liese A. Keon
------------------------------
Principal
Specimen signature of my attorney:
--------------------------------- ------------------------------
Steven L. Grissom Principal (as witness to
attorney's signature)
______________________________________________________________________
STATE OF COLORADO )
) ss
COUNTY OF BOULDER )
I, a Notary Public, in and for said County and State, hereby
certify that LIESE A. KEON, personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared
before me this day in person and acknowledged that she signed that
instrument as her free and voluntary act, for the uses and purposes
therein set forth.
Given under my hand and notarial seal this 3rd day of
December, 1998.
/s/ Tracey L. James
----------------------------------
Notary Public, State of Colorado
My commission expires 06/09/2001
This document was prepared by:
Debra L. Stetter
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606<PAGE>
EXHIBIT 1-C
-----------
POWER OF ATTORNEY
-----------------
Power of Attorney made this 9th day of December, 1998:
I, MARGARET L. KEON, of 16 Miller Avenue, Mill Valley,
California 94941, hereby appoint Steven L. Grissom, of 21 South
Country Club Road, Mattoon, Illinois 61938, as my attorney-in-fact for
the purpose of taking the actions set forth below:
1. To execute and file on my behalf, individually or in any
fiduciary or other capacity, reports and other forms with the
Securities and Exchange Commission relating to shares of Class A
Common Stock of McLeodUSA Incorporated acquired, beneficially owned,
held or disposed of by me, whether individually, as trustee of one or
more trusts, or otherwise;
2. To execute assignments and other instruments required
for the sale of shares of Class A Common Stock of McLeodUSA
Incorporated; and
3. To execute account agreements and all other documents
required to open or to close on my behalf accounts with any bank,
trust company, savings association, broker or other depository or
agent and to deposit in or transfer between any such account held in
my name any monies or other property and to examine or receive related
records, including canceled checks.
The powers and authorities granted herein shall not be
affected, impaired or exhausted by any nonexercise or by any one or
more exercises thereof. My attorney shall exercise or fail to
exercise the powers and authorities granted herein in each case as my
attorney, in my attorney's own absolute discretion, deems desirable or
appropriate under existing circumstances.
This Power of Attorney is effective immediately and will
remain in effect, even though I become incapacitated, until revoked by
a written instrument signed by me and delivered to my attorney. It is
my intent that the power granted herein shall continue without
interruption until my death, unless previously revoked by me.
This Power of Attorney shall not affect or impair the
validity of any other Power of Attorney that I have in force upon the
effective date of this instrument.
Any person, corporation, partnership, or other legal entity
dealing with my attorney may rely without inquiry upon my attorney's
certification that this instrument is still in effect. No person,
partnership, corporation, or legal entity relying on this power of
attorney in good faith and without actual notice of revocation shall
be required to see to the application and disposition of any moneys,<PAGE>
stocks, bonds, securities, or other property paid to or delivered to
my attorney, or my attorney's substitute, pursuant to the provisions
hereof.
This power of attorney shall be governed by the laws of
Illinois.
Reproductions of this executed original (with reproduced
signatures and the certificate of acknowledgment) shall be deemed to
be original counterparts of this power of attorney.
/s/ Margaret L. Keon
-----------------------------------
Principal
Specimen signature of my attorney:
------------------------------- -----------------------------------
Steven L. Grissom Principal (as witness to
attorney's signature)
______________________________________________________________________
STATE OF CALIFORNIA )
) ss
COUNTY OF MARIN )
I, a Notary Public, in and for said County and State, hereby
certify that MARGARET L. KEON, personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared
before me this day in person and acknowledged that she signed that
instrument as her free and voluntary act, for the uses and purposes
therein set forth.
Given under my hand and notarial seal this 9th day of
December, 1998.
/s/ Wayne Lang
----------------------------------
Notary Public
Wayne Lang
This document was prepared by: Commission #1182710
Debra L. Stetter Notary Public - California
Schiff Hardin & Waite Marin County
6600 Sears Tower My commission expires May 7, 2002
Chicago, Illinois 60606<PAGE>
EXHIBIT 1-D
-----------
POWER OF ATTORNEY
-----------------
Power of Attorney made this 3rd day of December, 1998:
I, PAMELA RYAN KEON, of 16 Miller Avenue, Mill Valley,
California 94941, hereby appoint Steven L. Grissom, of 21 South
Country Club Road, Mattoon, Illinois 61938, as my attorney-in-fact for
the purpose of taking the actions set forth below:
1. To execute and file on my behalf, individually or in any
fiduciary or other capacity, reports and other forms with the
Securities and Exchange Commission relating to shares of Class A
Common Stock of McLeodUSA Incorporated acquired, beneficially owned,
held or disposed of by me, whether individually, as trustee of one or
more trusts, or otherwise;
2. To execute assignments and other instruments required
for the sale of shares of Class A Common Stock of McLeodUSA
Incorporated; and
3. To execute account agreements and all other documents
required to open or to close on my behalf accounts with any bank,
trust company, savings association, broker or other depository or
agent and to deposit in or transfer between any such account held in
my name any monies or other property and to examine or receive related
records, including canceled checks.
The powers and authorities granted herein shall not be
affected, impaired or exhausted by any nonexercise or by any one or
more exercises thereof. My attorney shall exercise or fail to
exercise the powers and authorities granted herein in each case as my
attorney, in my attorney's own absolute discretion, deems desirable or
appropriate under existing circumstances.
This Power of Attorney is effective immediately and will
remain in effect, even though I become incapacitated, until revoked by
a written instrument signed by me and delivered to my attorney. It is
my intent that the power granted herein shall continue without
interruption until my death, unless previously revoked by me.
This Power of Attorney shall not affect or impair the
validity of any other Power of Attorney that I have in force upon the
effective date of this instrument.
Any person, corporation, partnership, or other legal entity
dealing with my attorney may rely without inquiry upon my attorney's
certification that this instrument is still in effect. No person,
partnership, corporation, or legal entity relying on this power of
attorney in good faith and without actual notice of revocation shall
be required to see to the application and disposition of any moneys,<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/ Pamela Ryan Keon
-----------------------------------
Principal
Specimen signature of my attorney:
------------------------------ -----------------------------------
Steven L. Grissom Principal (as witness to
attorney's signature)
______________________________________________________________________
STATE OF CALIFORNIA )
) ss
COUNTY OF MARIN )
I, a Notary Public, in and for said County and State, hereby
certify that PAMELA RYAN KEON, personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared
before me this day in person and acknowledged that she signed that
instrument as her free and voluntary act, for the uses and purposes
therein set forth.
Given under my hand and notarial seal this 9th day of
December, 1998.
/s/ Wayne Lang
---------------------------------
Notary Public
Wayne Lang
This document was prepared by: Commission #1182710
Debra L. Stetter Notary Public - California
Schiff Hardin & Waite Marin County
6600 Sears Tower My commission expires May 7, 2002
Chicago, Illinois 60606<PAGE>
