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:
Richard A. Lumpkin
121 South 17th Street
Mattoon, Illinois 61938
U.S.A.
2. Issuer Name and Ticker or Trading Symbol:
McLeodUSA Incorporated
MCLD
3. IRS or Social Security Number of Reporting Person (Voluntary):
4. Statement for Month/Year:
February 1999
5. If Amendment, Date of Original (Month/Year):
6. Relationship of Reporting Person(s) to Issuer (Check all
applicable):
(x) Director ( ) 10% Owner (x) Officer (give title below) (x)
Other (specify below)
Vice Chairman
Member of 13(d) group owning more than 10%
7. Individual or Joint/Group Filing (Check Applicable Line):
( ) Form filed by One Reporting Person
(x) Form filed by More than One Reporting Person
<PAGE>
<TABLE>
<CAPTION>
Table I -- Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
5.
Amount of 6.
2. Securities Owner-
Trans- Beneficially ship Form:
1. action 3. 4. Owned at End Direct (D) 7.
Title of Date Transaction Securities Acquired (A) of Month or Indirect Nature of Indirect
Security (Month / Code or Disposed of (D) (Instr. 3 (I) Beneficial Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- --------- ----------- ------------------------- ----------- ----------- --------------------
Code V Amount (A)or(D) Price
----- ---- ------ -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Class A 02/01/99 S 4,615 D $41.63 I By Benjamin I. Lumpkin
Common Stock 1998 NIM-CRUT dated
October 27, 1998
02/01/99 S 385 D 41.50 I By Benjamin I. Lumpkin
1998 NIM-CRUT dated
October 27, 1998
02/03/99 S 1,154 D 41.50 63,846 (1) I By Benjamin I. Lumpkin
1998 NIM-CRUT dated
October 27, 1998
02/01/99 S 4,615 D 41.63 I By Elizabeth L. Celio
1998 NIM-CRUT dated
October 27, 1998
02/01/99 S 385 D 41.50 I By Elizabeth L. Celio
1998 NIM-CRUT dated
October 27, 1998
02/03/99 S 1,154 D 41.50 63,846 (2) I By Elizabeth L. Celio
1998 NIM-CRUT dated
October 27, 1998
724,601 (3) I By Richard Anthony
Lumpkin 1990 Personal
Income Trust for the
Benefit of Elizabeth
Arabella Lumpkin dated
April 20, 1990
150,224 (3) I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of John
Woodruff Sparks dated
April 20, 1990
75,037 (3) I By Margaret L. Keon 1990
Personal Income Trust
for the Benefit of Susan
Tamara Keon DeWyngaert
dated April 20, 1990
<PAGE>
5.
Amount of 6.
2. Securities Owner-
Trans- Beneficially ship Form:
1. action 3. 4. Owned at End Direct (D) 7.
Title of Date Transaction Securities Acquired (A) of Month or Indirect Nature of Indirect
Security (Month / Code or Disposed of (D) (Instr. 3 (I) Beneficial Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- --------- ----------- ------------------------- ----------- ----------- --------------------
Code V Amount (A)or(D) Price
----- ---- ------ -------- -----
724,601 (3) I By Richard Anthony
Lumpkin 1990 Personal
Income Trust for the
Benefit of Benjamin
Iverson Lumpkin dated
April 20, 1990
150,224 (3) I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of Anne
Romayne Sparks dated
April 20, 1990
150,224 (3) I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
150,224 (3) I By Mary Lee Sparks 1990
Personal Income Trust
for the Benefit of
Christina Louise Sparks
dated April 20, 1990
75,037 (3) I By Margaret L. Keon 1990
Personal Income Trust
for the Benefit of
Joseph John Keon III
dated April 20, 1990
75,037 (3) I By Margaret L. Keon 1990
Personal Income Trust
for the Benefit of
Katherine Stoddert Keon
dated April 20, 1990
<PAGE>
5.
Amount of 6.
2. Securities Owner-
Trans- Beneficially ship Form:
1. action 3. 4. Owned at End Direct (D) 7.
Title of Date Transaction Securities Acquired (A) of Month or Indirect Nature of Indirect
Security (Month / Code or Disposed of (D) (Instr. 3 (I) Beneficial Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- --------- ----------- ------------------------- ----------- ----------- --------------------
Code V Amount (A)or(D) Price
----- ---- ------ -------- -----
75,037 (3) I By Margaret L. Keon 1990
Personal Income Trust
for the Benefit of Lisa
Anne Keon dated April
20, 1990
75,037 (3) I By Margaret L. Keon 1990
Personal Income Trust
for the Benefit of
Margaret Lynley Keon
dated April 20, 1990
75,037 (3) I By Margaret L. Keon 1990
Personal Income Trust
for the Benefit of
Pamela Keon Vitale dated
April 20, 1990
54,688 I By Richard Adamson
Lumpkin Grandchildren's
Trust dated 9/5/80 f/b/o
Benjamin Iverson Lumpkin
54,688 I By Richard Adamson
Lumpkin Grandchildren's
Trust dated 9/5/80 f/b/o
Elizabeth Arabella
Lumpkin
308,965 I By Trust named for
Benjamin Iverson Lumpkin
created under the Mary
Green Lumpkin Gallo
Trust Agreement dated
December 29, 1989
<PAGE>
5.
Amount of 6.
2. Securities Owner-
Trans- Beneficially ship Form:
1. action 3. 4. Owned at End Direct (D) 7.
Title of Date Transaction Securities Acquired (A) of Month or Indirect Nature of Indirect
Security (Month / Code or Disposed of (D) (Instr. 3 (I) Beneficial Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
---------- --------- ----------- ------------------------- ----------- ----------- --------------------
Code V Amount (A)or(D) Price
----- ---- ------ -------- -----
308,965 I By Trust named for
Elizabeth Arabella
Lumpkin created under
the Mary Green Lumpkin
Gallo Trust Agreement
dated December 29, 1989
311,127 (4) D
48,328 (5) I By Benjamin Iverson
Lumpkin Holdback Trust
under Richard Anthony
Lumpkin 1993 Grantor
Retained Annuity Trust
48,328 (5) I By Elizabeth A. Lumpkin
Holdback Trust under
Richard Anthony Lumpkin
1993 Grantor Retained
Annuity Trust
1,822 I By Richard Anthony
Lumpkin Trust under the
Trust Agreement dated
February 6, 1970
60,619 I By Margaret Anne Keon
Trust under the Trust
Agreement dated
February 6, 1970
107,030 I By Mary Lee Sparks Trust
under the Trust
Agreement dated February
6, 1970
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Table II -- Derivative Securities Acquired,
Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
9.
Number of 10.
Deriva- Ownership
5. tive Form of 11.
Number of Securi- Deriva- Nature
2. Derivative ties tive of
1. Conver- 3. Securities 6. 7. 8. Benefi- Security: Indirect
Title of sion or Trans- 4. Acquired Date Exer- Title and Price of cially Direct Benefi-
Deriva- Exercise action Trans- (A) or cisable and Amount of Deriva- Owned at (D) cial
tive Price of Date action Disposed Expiration Underlying tive End of or Indi- Owner-
Security Deriva- (Month/ Code of (D) Date Securities Security Month rect (I) ship
(Instr. tive Day/ (Instr. (Instr. 3, (Month/ Day/ (Instr. 3 (Instr. (Instr. (Instr. (Instr.
3) Security Year) 8) 4 and 5) Year) and 4) 5) 4) 4) 4)
-------- -------- ------- ------- ---------- --------------- -------------- ------- ------- --------- -------
Amount
or
Date Expir- Number
Exer- ation of
Code V (A) (D) cisable Date Title Shares
---- -- --- --- ------- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Employee $35.25 (1) 9/25/07 Class A 40,000 40,000 D
Stock Common
Option Stock
(right to
buy) (1)
Employee $34.50 (2) 12/22/07 Class A 5,000 5,000 D
Stock Common
Option Stock
(right to
buy) (2)
Employee $29.75 (3) 12/31/08 Class A 40,000 40,000 D
Stock Common
Option Stock
(right to
buy) (3)
</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 note, the securities shown in Table I
are beneficially owned for purposes of Rule 16a-1(a)(2) by Richard A.
Lumpkin.
(1) Beneficially owned for purposes of Rule 16a-1(a)(2) by Benjamin I.
Lumpkin. These shares are not subject to Mr. Lumpkin's agreement
with the other members of the 13(d) group referred to in Item 6 of
the cover page of this Form 4.
(2) Beneficially owned for purposes of Rule 16a-1(a)(2) by Elizabeth L.
Celio. These shares are not subject to Ms. Celio's agreement with
the other members of the 13(d) group referred to in Item 6 of the
cover page of this Form 4.
<PAGE>
(3) On or about November 23, 1998 the trustees of the 1990 Personal
Income Trust named Richard A. Lumpkin as agent with respect to
sales of these shares.
(4) Beneficially owned for purposes of Rule 16a-1(a)(2) by Gail
Gawthrop Lumpkin and Richard A. Lumpkin.
(5) Beneficially owned for purposes of Rule 16a-1(a)(2) by Benjamin I.
Lumpkin and Elizabeth L. Celio.
Explanation of footnotes to Table II: The derivative securities shown in
Table II are beneficially owned for purposes of Rule 16a-1(a)(2) by Richard
A. Lumpkin.
(1) The employee stock option dated 12/3/97 vests in four equal annual
installments which began on September 25, 1998.
(2) The employee stock option dated 12/22/97 vests in four equal annual
installments beginning on December 22, 1998.
(3) The employee stock option dated December 31, 1998 vests in four
equal annual installments beginning on December 31, 1999.
SIGNATURE OF REPORTING PERSON:
Richard A. Lumpkin*
By: Steven L. Grissom
Attorney in Fact
DATE: March 8, 1999
*See Exhibit 1
<PAGE>
JOINT FILER INFORMATION:
Name: Gail Gawthrop Lumpkin
Address: 121 South 17th Street, Mattoon, Illinois 61938
Designated Filer: Richard A. Lumpkin
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: February 1999
Signature: Gail Gawthrop Lumpkin*
By: Steven L. Grissom
Attorney in Fact
JOINT FILER INFORMATION:
Name: Benjamin I. Lumpkin
Address: 1316 West Howard St., #1, Chicago, Illinois 60626
Designated Filer: Richard A. Lumpkin
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: February 1999
Signature: Benjamin I. Lumpkin**
By: Steven L. Grissom
Attorney in Fact
* See Exhibit 2
**See Exhibit 3
<PAGE>
JOINT FILER INFORMATION:
Name: Elizabeth L. Celio
Address: 815 Columbian, Oak Park, Illinois 60302
Designated Filer: Richard A. Lumpkin
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: February 1999
Signature: Elizabeth L. Celio*
By: Steven L. Grissom
Attorney in Fact
*See Exhibit 4
<PAGE>
EXHIBIT 1
POWER OF ATTORNEY
-----------------
Power of Attorney made this 31st day of December, 1998:
I, RICHARD A. LUMPKIN of 5 Lafayette Avenue, Mattoon, Illinois
61938, hereby appoint Steven L. Grissom, of 21 South Country Club Road,
Mattoon, Illinois 61938, as my attorney-in-fact for the purpose of taking the
actions set forth below:
1. To execute and file on my behalf, individually or in any
fiduciary or other capacity, reports and other forms with the Securities and
Exchange Commission relating to shares of Class A Common Stock of McLeodUSA
Incorporated acquired, beneficially owned, held or disposed of by me, whether
individually, as trustee of one or more trusts, or otherwise;
2. To execute assignments and other instruments required for the
sale of shares of Class A Common Stock of McLeodUSA Incorporated; and
3. To execute account agreements and all other documents required
to open or to close on my behalf accounts with any bank, trust company,
savings association, broker or other depository or agent and to deposit in or
transfer between any such account held in my name any monies or other
property and to examine or receive related records, including canceled
checks.
The powers and authorities granted herein shall not be affected,
impaired or exhausted by any nonexercise or by any one or more exercises
thereof. My attorney shall exercise or fail to exercise the powers and
authorities granted herein in each case as my attorney, in my attorney's own
absolute discretion, deems desirable or appropriate under existing
circumstances.
This Power of Attorney is effective immediately and will remain in
effect, even though I become incapacitated, until revoked by a written
instrument signed by me and delivered to my attorney. It is my intent that
the power granted herein shall continue without interruption until my death,
unless previously revoked by me.
This Power of Attorney shall not affect or impair the validity of
any other Power of Attorney that I have in force upon the effective date of
this instrument.
Any person, corporation, partnership, or other legal entity dealing
with my attorney may rely without inquiry upon my attorney's certification
that this instrument is still in effect. No person, partnership,
corporation, or legal entity relying on this power of attorney in good faith
and without actual notice of revocation shall be required to see to the
application and disposition of any moneys, stocks, bonds, securities, or
other property paid to or delivered to my attorney, or my attorney's
substitute, pursuant to the provisions hereof.
This power of attorney shall be governed by the laws of Illinois.
<PAGE>
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/ Richard A. Lumpkin
---------------------------------------
Principal
Specimen signature of my attorney:
__________________________________ ___________________________________
/s/Steven L. Grissom Steven L. Grissom
Principal (as witness to attorney's
signature)
______________________________________________________________________
STATE OF ILLINOIS )
) ss
COUNTY OF COLES )
I, a Notary Public, in and for said County and State, hereby
certify that RICHARD A. LUMPKIN, 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 31st day of December,
1998.
/s/ Renee Spitz
-----------------------------------
Notary Public
Renee Spitz
This document was prepared by: Notary Public, State of Illinois
My Commission expires Oct. 1, 2000
Debra L. Stetter
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
<PAGE>
Exhibit 2
POWER OF ATTORNEY
-----------------
Power of Attorney made this 31st day of December, 1998:
I, GAIL GAWTHROP LUMPKIN of 5 Lafayette Avenue, Mattoon, Illinois
61938, hereby appoint Steven L. Grissom, of 21 South Country Club Road,
Mattoon, Illinois 61938, as my attorney-in-fact for the purpose of taking the
actions set forth below:
1. To execute and file on my behalf, individually or in any
fiduciary or other capacity, reports and other forms with the Securities and
Exchange Commission relating to shares of Class A Common Stock of McLeodUSA
Incorporated acquired, beneficially owned, held or disposed of by me, whether
individually, as trustee of one or more trusts, or otherwise;
2. To execute assignments and other instruments required for the
sale of shares of Class A Common Stock of McLeodUSA Incorporated; and
3. To execute account agreements and all other documents required
to open or to close on my behalf accounts with any bank, trust company,
savings association, broker or other depository or agent and to deposit in or
transfer between any such account held in my name any monies or other
property and to examine or receive related records, including canceled
checks.
The powers and authorities granted herein shall not be affected,
impaired or exhausted by any nonexercise or by any one or more exercises
thereof. My attorney shall exercise or fail to exercise the powers and
authorities granted herein in each case as my attorney, in my attorney's own
absolute discretion, deems desirable or appropriate under existing
circumstances.
This Power of Attorney is effective immediately and will remain in
effect, even though I become incapacitated, until revoked by a written
instrument signed by me and delivered to my attorney. It is my intent that
the power granted herein shall continue without interruption until my death,
unless previously revoked by me.
This Power of Attorney shall not affect or impair the validity of
any other Power of Attorney that I have in force upon the effective date of
this instrument.
Any person, corporation, partnership, or other legal entity dealing
with my attorney may rely without inquiry upon my attorney's certification
that this instrument is still in effect. No person, partnership,
corporation, or legal entity relying on this power of attorney in good faith
and without actual notice of revocation shall be required to see to the
application and disposition of any moneys, stocks, bonds, securities, or
other property paid to or delivered to my attorney, or my attorney's
substitute, pursuant to the provisions hereof.
This power of attorney shall be governed by the laws of Illinois.
<PAGE>
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/ Gail Gawthrop Lumpkin
-----------------------------------
Principal
Specimen signature of my attorney:
Steven L. Grissom
- --------------------------------- -----------------------------------
Steven L. Grissom Principal (as witness to attorney's
signature)
______________________________________________________________________
STATE OF ILLINOIS )
) ss
COUNTY OF COLES )
I, a Notary Public, in and for said County and State, hereby
certify that GAIL GAWTHROP LUMPKIN, 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 31st day of December,
1998.
/s/ Renee Spitz
-----------------------------------
Notary Public
Renee Spitz
This document was prepared by: Notary Public, State of Illinois
My Commission Expires Oct. 1, 2000
Debra L. Stetter
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
<PAGE>
EXHIBIT 3
POWER OF ATTORNEY
-----------------
Power of Attorney made this 9th day of December, 1998:
I, BENJAMIN I. LUMPKIN of 1316 W. Howard, Apt. 1, Chicago, IL
60026, hereby appoint Steven L. Grissom, of 21 South Country Club Road,
Mattoon, Illinois 61938, as my attorney-in-fact for the purpose of taking the
actions set forth below:
1. To execute and file on my behalf, individually or in any
fiduciary or other capacity, reports and other forms with the Securities and
Exchange Commission relating to shares of Class A Common Stock of McLeodUSA
Incorporated acquired, beneficially owned, held or disposed of by me, whether
individually, as trustee of one or more trusts, or otherwise;
2. To execute assignments and other instruments required for the
sale of shares of Class A Common Stock of McLeodUSA Incorporated; and
3. To execute account agreements and all other documents required
to open or to close on my behalf accounts with any bank, trust company,
savings association, broker or other depository or agent and to deposit in or
transfer between any such account held in my name any monies or other
property and to examine or receive related records, including canceled
checks.
The powers and authorities granted herein shall not be affected,
impaired or exhausted by any nonexercise or by any one or more exercises
thereof. My attorney shall exercise or fail to exercise the powers and
authorities granted herein in each case as my attorney, in my attorney's own
absolute discretion, deems desirable or appropriate under existing
circumstances.
This Power of Attorney is effective immediately and will remain in
effect, even though I become incapacitated, until revoked by a written
instrument signed by me and delivered to my attorney. It is my intent that
the power granted herein shall continue without interruption until my death,
unless previously revoked by me.
This Power of Attorney shall not affect or impair the validity of
any other Power of Attorney that I have in force upon the effective date of
this instrument.
Any person, corporation, partnership, or other legal entity dealing
with my attorney may rely without inquiry upon my attorney's certification
that this instrument is still in effect. No person, partnership,
corporation, or legal entity relying on this power of attorney in good faith
and without actual notice of revocation shall be required to see to the
application and disposition of any moneys, stocks, bonds, securities, or
other property paid to or delivered to my attorney, or my attorney's
substitute, pursuant to the provisions hereof.
This power of attorney shall be governed by the laws of Illinois.
<PAGE>
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/ Benjamin I. Lumpkin
-----------------------------------
Principal
Specimen signature of my attorney:
/s/ Steven L. Grissom
- --------------------------------- -----------------------------------
Steven L. Grissom Principal (as witness to attorney's
signature)
______________________________________________________________________
STATE OF ILLINOIS )
) ss
COUNTY OF COLES )
I, a Notary Public, in and for said County and State, hereby
certify that BENJAMIN I. LUMPKIN, 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/ Renee Spitz
-----------------------------------
Notary Public
Renee Spitz
This document was prepared by: Notary Public State of Illinois
My Commission Expires Oct. 1, 2000
Debra L. Stetter
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
<PAGE>
EXHIBIT 4
POWER OF ATTORNEY
-----------------
Power of Attorney made this 7th day of December, 1998:
I, ELIZABETH L. CELIO of 815 Columbian Avenue, Oak Park, Illinois
60302, hereby appoint Steven L. Grissom, of 21 South Country Club Road,
Mattoon, Illinois 61938, as my attorney-in-fact for the purpose of taking the
actions set forth below:
1. To execute and file on my behalf, individually or in any
fiduciary or other capacity, reports and other forms with the Securities and
Exchange Commission relating to shares of Class A Common Stock of McLeodUSA
Incorporated acquired, beneficially owned, held or disposed of by me, whether
individually, as trustee of one or more trusts, or otherwise;
2. To execute assignments and other instruments required for the
sale of shares of Class A Common Stock of McLeodUSA Incorporated; and
3. To execute account agreements and all other documents required
to open or to close on my behalf accounts with any bank, trust company,
savings association, broker or other depository or agent and to deposit in or
transfer between any such account held in my name any monies or other
property and to examine or receive related records, including canceled
checks.
The powers and authorities granted herein shall not be affected,
impaired or exhausted by any nonexercise or by any one or more exercises
thereof. My attorney shall exercise or fail to exercise the powers and
authorities granted herein in each case as my attorney, in my attorney's own
absolute discretion, deems desirable or appropriate under existing
circumstances.
This Power of Attorney is effective immediately and will remain in
effect, even though I become incapacitated, until revoked by a written
instrument signed by me and delivered to my attorney. It is my intent that
the power granted herein shall continue without interruption until my death,
unless previously revoked by me.
This Power of Attorney shall not affect or impair the validity of
any other Power of Attorney that I have in force upon the effective date of
this instrument.
Any person, corporation, partnership, or other legal entity dealing
with my attorney may rely without inquiry upon my attorney's certification
that this instrument is still in effect. No person, partnership,
corporation, or legal entity relying on this power of attorney in good faith
and without actual notice of revocation shall be required to see to the
application and disposition of any moneys, stocks, bonds, securities, or
other property paid to or delivered to my attorney, or my attorney's
substitute, pursuant to the provisions hereof.
This power of attorney shall be governed by the laws of Illinois.
<PAGE>
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/ Elizabeth L. Celio
-----------------------------------
Principal
Specimen signature of my attorney:
________________________________ ___________________________________
Steven L. Grissom Principal (as witness to attorney's
signature)
______________________________________________________________________
STATE OF ILLINOIS )
) ss
COUNTY OF COOK )
I, a Notary Public, in and for said County and State, hereby
certify that ELIZABETH L. CELIO, 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 7th day of December,
1998.
/s/ Janet L. Hodapp
-----------------------------------
Notary Public
This document was prepared by: "Official Seal"
Janet L. Hodapp
Debra L. Stetter Notary Public, State of Illinois
Schiff Hardin & Waite My Commission expires 04/20/02
6600 Sears Tower
Chicago, Illinois 60606
