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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)
Under the Securities Exchange Act of 1934
MCLEODUSA INCORPORATED
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
582266-10-2
(CUSIP Number)
John A. Rasmussen, Jr., Esq.
MidAmerican Energy Holdings Company
Senior Vice President and General Counsel
666 Grand Avenue
P.O. Box 657
Des Moines, IA 50303-0657
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With Copies To:
Dennis H. Melstad Peter J. Hanlon
370 West Anchor Drive, Suite 300 Willkie Farr & Gallagher
Dakota Dunes, SD 57049 787 Seventh Avenue
(605) 232-5928 New York, New York 10019
(212) 728-8000
March 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, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box. [__]
Continued on following page(s)
Page 1 of 9 Pages
Exhibit Index: Page 9
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SCHEDULE 13D
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CUSIP No. 582266-10-2 Page 2 of 9 Pages
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MidAmerican Energy Holdings Company I.D. #94-2213782
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
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7 SOLE VOTING POWER
6,741,116
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 0
PERSON WITH -------- -------------------------------------------------
9 SOLE DISPOSITIVE POWER
6,741,116
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,741,116
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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This Schedule 13D is filed on behalf of MidAmerican Energy
Holdings Company, an Iowa corporation (the "Reporting Person"), to reflect
certain events which occurred on March 12, 1999, as required under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Item 1. Security and Issuer.
This statement on Schedule 13D/A relates to the Class A Common
Stock, $.01 par value per share ("Class A Common Stock"), of McLeodUSA
Incorporated, a Delaware corporation (the "Issuer"). The address of the
principal executive offices of the Issuer is 6400 C Street, S.W., P.O. Box 3177,
Cedar Rapids, Iowa 52406-3177.
Item 2. Identity and Background.
(a), (b) and (c) This amendment is being filed by the
Reporting Person as a result of its indirect acquisition, on March 12, 1999, of
MHC Investment Company, a South Dakota corporation ("MHC"), which is the direct
owner of the shares of Class A Common Stock previously reported by MHC and its
predecessor on this Schedule 13D. The principal business of the Reporting Person
is the generation, distribution and supply of electricity, as well as the
distribution and supply of gas, through subsidiaries, to utilities, government
entities, retail customers and other customers located throughout the world. The
principal office of the Reporting Person is 666 Grand Avenue, P.O. Box 657, Des
Moines, IA 50303-0657.
The names and principal occupations of the directors and
executive officers of the Reporting Person are set forth in Schedule I hereto,
which is incorporated by reference herein. The business address of all of such
persons is c/o MidAmerican Energy Holdings Company, 666 Grand Avenue, P.O. Box
657, Des Moines, IA 50303-0657.
(d) The Reporting Person, nor to the best of its knowledge,
any entity or person with respect to whom information is provided in response to
this Item has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person, nor to the best of its knowledge,
any entity or person with respect to whom information is provided in response to
this Item has, during the last five years, been 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.
(f) Messrs. Abel and McArthur are citizens of Canada. Messrs.
Connor, Youngs, Morris and Trotter are citizens of the United Kingdom. All other
individuals with respect to whom information is provided in response to this
Item are citizens of the United States of America.
Item 3. Sources and Amounts of Funds or Other Consideration
As noted above, the Reporting Person acquired its shares of
Class A Common Stock in connection with its indirect acquisition of MHC through
the Reporting Person's acquisition of
Page 3 of 9 Pages
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MHC's indirect parent. This acquisition was consummated on March 12, 1999. All
prior acquisitions of such shares of Class A Common Stock by MHC and its
predecessor are described in the previous filings of this Schedule 13D.
Item 4. Purpose of Transaction.
MHC acquired its shares of Class A Common Stock for investment
purposes. On April 23, 1999, the Issuer filed a shelf registration statement on
Form S-3, as amended by Amendment No. 1 filed on April 26, 1999 (collectively,
the "Pending McLeod Registration Statement"), with the Securities and Exchange
Commission pursuant to which it is presently expected that all of the Reporting
Person's 6,741,116 shares of Class A Common Stock will be sold in an
underwritten public offering. It is presently expected that such sale will be
consummated in May 1999. If the Reporting Person is unable to sell all of its
shares of Class A Common Stock at a satisfactory price pursuant to the Pending
McLeod Registration Statement, the Reporting Person presently intends to sell
such shares from time to time, depending upon available prices, market
conditions and other factors deemed relevant by its management, whether pursuant
to a registration statement, Rule 144 under the Securities Act of 1933 or
otherwise.
Item 5. Interest in Securities of the Issuer.
(a) and (b) The Reporting Person beneficially owns a total of
6,741,116 shares of Class A Common Stock, which represents approximately 9.1% of
the shares of Class A Common Stock outstanding as of March 31, 1999. For this
purpose, the number of outstanding shares is based on the 74,440,894 shares
reported as outstanding as of March 31, 1999 in the Pending McLeod Registration
Statement. The shares reported as beneficially owned include an aggregate total
of 37,500 shares of Class A Common Stock that an officer and a former director,
respectively, of the Reporting Person currently have the right to purchase
pursuant to outstanding options and 42,188 shares of Class A Common Stock that
such individuals hold of record. The Reporting Person has the power to direct
the disposition of all such shares. The shares reported as beneficially owned do
not include any of the 300,000 shares of Class A Common Stock which, as
previously reported, MHC donated in May 1997 to the MidAmerican Energy
Foundation, an Iowa not-for-profit corporation, as to which the Reporting Person
disclaims beneficial ownership.
MHC, together with certain former shareholders of Consolidated
Communications Inc., IES Investments Inc., Clark E. McLeod, Mary E. McLeod and
Richard A. Lumpkin (collectively, the "Principal Stockholders"), are parties to
a Stockholders' Agreement dated as of June 14, 1997, as amended as of September
19, 1997 (together, the "Stockholders' Agreement"), and, accordingly, had
comprised a group within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934. However, as described below, virtually all of the
substantive provisions of the Stockholders' Agreement have expired or are
otherwise no longer applicable to MHC. In particular, the provisions of the
Stockholders' Agreement that required MHC to vote with the other parties on
certain matters no longer apply to MHC, as it owns less than 10% of the capital
stock of the Issuer. Collectively, insofar as is known to the Reporting Person,
this group (together with M/C Investors L.L.C. and Media/Communications Partners
III Limited Partnership, who are reported to have recently entered into a
separate stockholders agreement with all of the Principal Stockholders
Page 4 of 9 Pages
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other than the Reporting Person) beneficially owns a total of 37,798,148 shares
of Class A Common Stock, which represents approximately 50.8% of such estimated
number of shares of Class A Common Stock outstanding on March 31, 1999.
Information concerning such new agreement and the holdings of the Principal
Stockholders is based on the information contained in the Pending McLeod
Registration Statement. Reference is made to such filing and/or the Schedule 13D
filings or amendments thereto filed by the other Principal Stockholders for
further information as to such other Principal Stockholders.
(c) There have been no transactions in the Class A Common
Stock within the past 60 days by the Reporting Person.
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
As noted in Item 5 above, MHC and each of the other Principal
Stockholders and the Issuer have, with respect to the respective shares of
capital stock of the Issuer owned by each such Principal Stockholder, previously
entered into the Stockholders' Agreement.
The Stockholders' Agreement provides that each Principal
Stockholder, for so long as such Principal Stockholder owns at least 10% of the
outstanding capital stock of the Issuer (but in no event longer than three years
after the effective date thereof), shall vote such Principal Stockholder's stock
and take all action within its power to: (i) establish the size of the Board of
Directors of the Issuer at up to eleven directors; (ii) cause to be elected to
the Board of Directors of the Issuer one director designated by IES (for so long
as IES owns at least 10% of the outstanding capital stock of the Issuer); (iii)
cause to be elected to the Board of Directors of the Issuer one director
designated by MHC (for so long as MHC owns at least 10% of the outstanding
capital stock of the Issuer); (iv) cause Richard A. Lumpkin, a former CCI
shareholder, to be elected to the Board of Directors of the Issuer (for so long
as Mr. Lumpkin and the former CCI shareholders collectively own at least 10% of
the outstanding capital stock of the Issuer); (v) cause to be elected to the
Board of Directors of the Issuer three directors who are executive officers of
the Issuer designated by Clark E. McLeod (for so long as Clark E. McLeod and
Mary E. McLeod own at least 10% of the outstanding capital stock of the Issuer);
and (vi) cause to be elected to the Board of Directors of the Issuer four
non-employee directors nominated by the Board of Directors of the Issuer. As the
Reporting Person no longer owns at least 10% of the outstanding capital stock of
the Issuer, these provisions no longer apply to it.
The Stockholders' Agreement also provides that, for a period
ending in June 1999 and subject to certain exceptions, MHC will refrain from
acquiring, or agreeing or seeking to acquire, beneficial ownership of any
securities issued by the Issuer. Likewise, if the Issuer grants a party to the
Stockholders' Agreement an opportunity to register Common Stock for sale under
the Securities Act of 1933, as amended, the Issuer will grant each other party
(treating the former CCI
Page 5 of 9 Pages
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shareholders as a single party for this purpose) the opportunity to register a
corresponding percentage of such party's shares for transfer under the
Securities Act.
The foregoing description of the Stockholders' Agreement is
qualified in its entirety by reference to the Stockholders' Agreement filed as
an exhibit to this Schedule and incorporated herein by reference. The Reporting
Person further understands that the other Principal Stockholders have recently
entered into a new stockholders agreement which amends and/or supersedes some or
all of the Stockholders' Agreement provisions described above in so far as they
apply to such other Principal Stockholders. For details, see the Pending McLeod
Registration Statement and/or the Schedule 13Ds or amendments thereto filed by
such other persons.
As described in Item 4 above, the Issuer has recently filed a
registration statement pursuant to which it is presently expected that the
Reporting Person will sell all of the shares of Class A Common Stock
beneficially owned by the Reporting Person in May 1999.
Item 7. Material to be Filed as Exhibits.
Stockholders' Agreement, dated as of June 14, 1997, among
McLeodUSA Incorporated, IES Investments Inc., Midwest Capital Group, Inc., MWR
Investments Inc., Clark E. McLeod, Mary E. McLeod and Richard A. Lumpkin on
behalf of each of the shareholders of Consolidated Communications Inc. listed on
Schedule I of the Stockholders' Agreement. (Filed on July 24, 1997 as Exhibit
4.12 to the Issuer's Registration Statement on Form S-4, File No. 333-27647, and
incorporated herein by reference).
Amendment No. 1 to Stockholders' Agreement, dated as of
September 19, 1997, by and among McLeodUSA Incorporated, IES Investments Inc.,
Midwest Capital Group, Inc., MWR Investments Inc., Clark E. McLeod, Mary E.
McLeod and Richard A. Lumpkin on behalf of each of the shareholders of
Consolidated Communications Inc. listed on Revised Schedule I thereto. (Filed on
November 14, 1997 as Exhibit 4.1 to the Issuer's Quarterly Report for the
quarter ended September 30, 1997 on Form 10-Q, Commission File No. 0-20763, and
incorporated herein by reference).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct as of the fourth day of May 1999.
MIDAMERICAN ENERGY HOLDINGS COMPANY
By: /s/ Patrick J. Goodman
--------------------------
Name: Patrick J. Goodman
Title: Senior Vice President and
Chief Financial Officer
Page 7 of 9 Pages
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Schedule I
Executive Officers of the Reporting Person
Position with the Reporting Person/Principal
--------------------------------------------
Name Occupation
- ---- ----------
David L. Sokol Chairman of the Board and Chief Executive
Officer.
Gregory E. Abel President and Chief Operating Officer.
Eric Connor President and Chief Operating Officer,
Northern Electric, plc.
Robert S. Silberman President and Chief Operating Officer, CE
Generation LLC.
Ronald W. Stepien President and Chief Operating Officer,
MidAmerican Energy Company.
Patrick J. Goodman Senior Vice President and Chief Financial Officer
Christopher F. Minor Vice President and Chief Information Officer.
Keith D. Hartje Senior Vice President and Chief Administration
Officer.
Brian K. Hankel Vice President and Treasurer.
Steven A. McArthur Senior Vice President, Mergers and
Acquisitions and Secretary.
John A. Rasmussen, Jr. Senior Vice President and General Counsel.
Peter Youngs Managing Director, Gas Exploration and
Development.
Page 8 of 9 Pages
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Directors of the Reporting Person
Name Principal Occupation
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David L. Sokol Chairman of the Board and Chief Executive
Officer of the Reporting Person.
Edgar D. Aronson Director. President of EDACO, Inc., a private
venture capital company.
Judith E. Ayres Director. Principal of The Environmental
Group, an environmental consulting firm in San
Francisco, California.
Terry E. Branstad Director. Former Governor of the State of
Iowa.
Stanley J. Bright Director. Retired Chairman, President and
Chief Executive Officer of MidAmerican Energy
Holdings Company.
Jack W. Eugster Director. Chairman, Chief Executive Officer
and President of Musicland Stores Corp.
(specialty retailer), Minneapolis, Minnesota.
Richard R. Jaros Director. Private Investor and former
President of the Reporting Person and Level(3)
Communications.
David R. Morris Director. Retired Chairman of Northern
Electric, plc.
Robert L. Peterson Director. Chairman, Chief Executive Officer
and President of IBP inc. (meat processor),
Dakota City, Nebraska.
Bernard W. Reznicek Director. President, Premier Enterprises and
National Director, Utility Marketing for
Central States Indemnity Co. of Omaha.
Walter Scott, Jr. Director. Chairman and President of Peter
Kiewit Sons', Inc.
John R. Shiner Director. Partner in the law firm of Morrison
& Foerster.
Neville G. Trotter Director. Former member of Parliament.
David E. Wit Director. Chief Executive Officer of Logicat
Inc., a software development/publishing firm.
Page 9 of 9 Pages
