<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 4)
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
May 18, 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
<PAGE>
SCHEDULE 13D
- ----------------------- -----------------
CUSIP No. 582266-10-2 Page 2 of 9 Pages
- ----------------------- -----------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MidAmerican Energy Holdings Company I.D. #94-2213782
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
28,124
--------- ------------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 0
PERSON WITH
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
28,124
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
28,124
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ----------- --------------------------------------------------------------------
*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.
<PAGE>
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 May 18, 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 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) This amendment to Schedule 13D is being filed on behalf of the
Reporting Person as a result of the sale of 6,741,116 shares of Class A Common
Stock owned by the Reporting Person. 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.
(b) The principal office of the Reporting Person is 666 Grand Avenue, P.O.
Box 657, Des Moines, IA 50303-0657. The business address of all directors and
executive officers is c/o MidAmerican Energy Holdings Company, 666 Grand Avenue,
P.O. Box 657, Des Moines, IA 50303-0657.
(c) 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.
(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
The Reporting Person acquired its shares of Class A Common Stock in
connection with its indirect acquisition of MHC Investment Company, a South
Dakota corporation ("MHC"),
Page 3 of 9 Pages
<PAGE>
through the Reporting Person's acquisition of MHC's indirect parent. This
acquisition was consummated on March 12, 1999. MHC was the direct owner of the
shares of Class A Common Stock previously reported by MHC and its predecessor on
this Schedule 13D.
Item 4. Purpose of Transaction.
This amendment is being filed to report a material decrease in the
percentage of Class A Common Stock shares beneficially owned by the Reporting
Person. The Class A Common Stock shares beneficially owned by the Reporting
Person were shares acquired by MHC 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, and Amendment No. 2, filed on May 12,
1999 (SEC file No. 333-76501) (collectively, the "McLeod Registration
Statement"), with the Securities and Exchange Commission. On May 18, 1999,
pursuant to the McLeod Registration Statement, 6,741,116 of the Reporting
Person's 6,769,240 beneficially owned shares of Class A Common Stock were sold
in an underwritten public offering (the "Recent Public Offering"). The
underwriters were Salomon Smith Barney Inc., Credit Suisse First Boston
Corporation, and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(collectively "Underwriters"). The remaining 28,124 shares of Class A Common
Stock beneficially owned by the Reporting Person are subject to an
over-allotment purchase option held by Underwriters pursuant to the Underwriting
Agreement, dated May 12, 1999, among the Issuer, the Underwriters, and certain
selling stockholders, including MHC (more fully described in Item 7 below). The
thirty (30) day over-allotment option period is scheduled to expire on June 11,
1999. If the Reporting Person is unable to sell all of the 28,124 remaining
shares of Class A Common Stock pursuant to the above described over-allotment
option, 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 28,124 shares
of Class A Common Stock, which represents less than 0.1% of the total 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 McLeod Registration Statement. The
Reporting Person has the power to direct the disposition of all such shares.
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
Page 4 of 9 Pages
<PAGE>
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 other than the Reporting Person)
beneficially owned, prior to consummation of the Recent Public Offering, a total
of 37,798,148 shares of Class A Common Stock, which represented 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 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) On May 18, 1999, pursuant to the McLeod Registration Statement,
6,741,116 of the Reporting Person's 6,769,240 beneficially owned shares of Class
A Common Stock shares were sold in the Recent Public Offering at a price of
$55.625 per share.
(d) N/A
(e) As of the conclusion of the Recent Public Offering, which closed on May
18, 1999, the Reporting Person is no longer the beneficial owner of more than
five (5) percent of Class A Common Stock.
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.
Page 5 of 9 Pages
<PAGE>
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 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 described in Item 7
below 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 McLeod Registration
Statement and/or the Schedule 13Ds or amendments thereto filed by such other
persons.
As described in Item 4 above, the Reporting Person sold 6,741,116 shares of
Class A Common Stock pursuant to the McLeod Registration Statement in the Recent
Public Offering. The remaining 24,124 shares of Class A Common Stock
beneficially owned by the Reporting Person are subject to an over-allotment
purchase option contract held by the Underwriters of the Recent Public Offering.
The Reporting Person presently expects to sell all of the remaining 28,124
shares pursuant to such option contract, Rule 144 under the Securities Act of
1933 or otherwise as permitted by law.
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).
Form of Underwriting Agreement (filed on May 12, 1999 as Exhibit 1.1 to
McLeod Registration Statement on Form S-3, File No. 333-76501) among Issuer,
Underwriters, and certain selling stockholders, including MHC, is incorporated
by reference herein.
Page 6 of 9 Pages
<PAGE>
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 24th 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
<PAGE>
Schedule I
----------
Executive Officers of the Reporting Person
Name Position with the Reporting Person/Principal 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
<PAGE>
Directors of the Reporting Person
Name Principal Occupation
- ---- --------------------
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
