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Previous: MCLEODUSA INC, 5, 1999-02-09 |
Next: MCLEODUSA INC, 4, 1999-02-09 |
<PAGE>
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:
January 1999
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
<S> <C> <C> <C> <C> <C> <C>
5. Amount of
Securities
Beneficially 6. Owner-
2. Trans- Owned at End ship Form: 7. Nature of
action of Month Direct (D) Indirect
1. Title of Date 4. Securities Acquired (A) or In- Beneficial
Security (Month / 3. Transaction Code or Disposed of (D) (Instr. 3 and direct (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) 4) (Instr. 4) (Instr. 4)
----------- ---------- ------------------ ---------------------------- -------------- ---------- -------------
Code V Amount (A)or(D) Price
Class A 01/08/99 S 769 D $35.00 I By Joseph J.
Common Stock Keon III 1998
CRUT dated
October 27, 1998
01/11/99 S 1,154 D 35.13 I By Joseph J.
Keon III 1998
CRUT dated
October 27, 1998
01/12/99 S 1,923 D 36.00 I By Joseph J.
Keon III 1998
CRUT dated
October 27, 1998
01/13/99 S 1,923 D 35.00 I By Joseph J.
Keon III 1998
CRUT dated
October 27, 1998
01/14/99 S 1,539 D 36.50 I By Joseph J.
Keon III 1998
CRUT dated
October 27, 1998
01/14/99 S 384 D 36.75 I By Joseph J.
Keon III 1998
CRUT dated
October 27, 1998
01/15/99 S 193 D 37.00 I By Joseph J.
Keon III 1998
CRUT dated
October 27, 1998
01/19/99 S 1,731 D 38.88 I By Joseph J.
Keon III 1998
CRUT dated
October 27, 1998<PAGE>
5. Amount of
Securities
Beneficially 6. Owner-
2. Trans- Owned at End ship Form: 7. Nature of
action of Month Direct (D) Indirect
1. Title of Date 4. Securities Acquired (A) or In- Beneficial
Security (Month / 3. Transaction Code or Disposed of (D) (Instr. 3 and direct (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) 4) (Instr. 4) (Instr. 4)
----------- ---------- ------------------ ---------------------------- -------------- ---------- -------------
Code V Amount (A)or(D) Price
01/19/99 S 769 D 38.00 I By Joseph J.
Keon III 1998
CRUT dated
October 27, 1998
01/19/99 S 385 D 38.25 I By Joseph J.
Keon III 1998
CRUT dated
October 27, 1998
01/19/99 S 384 D 38.00 I By Joseph J.
Keon III 1998
CRUT dated
October 27, 1998
01/19/99 S 385 D 38.13 I By Joseph J.
Keon III 1998
CRUT dated
October 27, 1998
01/20/99 S 1,923 D 38.50 I By Joseph J.
Keon III 1998
CRUT dated
October 27, 1998
01/20/99 S 538 D 39.00 I By Joseph J.
Keon III 1998
CRUT dated
October 27, 1998
01/25/99 S 769 D 39.00 55,000 (1) I By Joseph J.
Keon III 1998
CRUT dated
October 27, 1998
01/08/99 S 769 D 35.00 I By Margaret
Lynley Keon 1998
NIM-CRUT dated
October 27, 1998<PAGE>
5. Amount of
Securities
Beneficially 6. Owner-
2. Trans- Owned at End ship Form: 7. Nature of
action of Month Direct (D) Indirect
1. Title of Date 4. Securities Acquired (A) or In- Beneficial
Security (Month / 3. Transaction Code or Disposed of (D) (Instr. 3 and direct (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) 4) (Instr. 4) (Instr. 4)
----------- ---------- ------------------ ---------------------------- -------------- ---------- -------------
Code V Amount (A)or(D) Price
01/11/99 S 1,154 D 35.13 I By Margaret
Lynley Keon 1998
NIM-CRUT dated
October 27, 1998
01/12/99 S 1,923 D 36.00 I By Margaret
Lynley Keon 1998
NIM-CRUT dated
October 27, 1998
01/13/99 S 1,923 D 35.00 I By Margaret
Lynley Keon 1998
NIM-CRUT dated
October 27, 1998
01/14/99 S 1,539 D 36.50 I By Margaret
Lynley Keon 1998
NIM-CRUT dated
October 27, 1998
01/14/99 S 384 D 36.75 I By Margaret
Lynley Keon 1998
NIM-CRUT dated
October 27, 1998
01/15/99 S 193 D 37.00 I By Margaret
Lynley Keon 1998
NIM-CRUT dated
October 27, 1998
01/19/99 S 1,731 D 37.88 I By Margaret
Lynley Keon 1998
NIM-CRUT dated
October 27, 1998
01/19/99 S 769 D 38.00 I By Margaret
Lynley Keon 1998
NIM-CRUT dated
October 27, 1998<PAGE>
5. Amount of
Securities
Beneficially 6. Owner-
2. Trans- Owned at End ship Form: 7. Nature of
action of Month Direct (D) Indirect
1. Title of Date 4. Securities Acquired (A) or In- Beneficial
Security (Month / 3. Transaction Code or Disposed of (D) (Instr. 3 and direct (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) 4) (Instr. 4) (Instr. 4)
----------- ---------- ------------------ ---------------------------- -------------- ---------- -------------
Code V Amount (A)or(D) Price
01/19/99 S 385 D 38.25 I By Margaret
Lynley Keon 1998
NIM-CRUT dated
October 27, 1998
01/19/99 S 385 D 38.00 I By Margaret
Lynley Keon 1998
NIM-CRUT dated
October 27, 1998
01/19/99 S 384 D 38.13 I By Margaret
Lynley Keon 1998
NIM-CRUT dated
October 27, 1998
01/20/99 S 1,923 D 38.50 I By Margaret
Lynley Keon 1998
NIM-CRUT dated
October 27, 1998
01/20/99 S 538 D 39.00 I By Margaret
Lynley Keon 1998
NIM-CRUT dated
October 27, 1998
01/25/99 S 769 D 39.00 70,000 (2) I By Margaret
Lynley Keon 1998
NIM-CRUT dated
October 27, 1998
01/08/99 S 769 D 35.00 I By Susan K.
DeWyngaert 1998
Spouse CRUT
dated October
27, 1998<PAGE>
5. Amount of
Securities
Beneficially 6. Owner-
2. Trans- Owned at End ship Form: 7. Nature of
action of Month Direct (D) Indirect
1. Title of Date 4. Securities Acquired (A) or In- Beneficial
Security (Month / 3. Transaction Code or Disposed of (D) (Instr. 3 and direct (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) 4) (Instr. 4) (Instr. 4)
----------- ---------- ------------------ ---------------------------- -------------- ---------- -------------
Code V Amount (A)or(D) Price
01/11/99 S 1,154 D 35.13 I By Susan K.
DeWyngaert 1998
Spouse CRUT
dated October
27, 1998
01/12/99 S 1,923 D 36.00 I By Susan K.
DeWyngaert 1998
Spouse CRUT
dated October
27, 1998
01/13/99 S 1,923 D 35.00 I By Susan K.
DeWyngaert 1998
Spouse CRUT
dated October
27, 1998
01/14/99 S 1,539 D 36.50 I By Susan K.
DeWyngaert 1998
Spouse CRUT
dated October
27, 1998
01/14/99 S 385 D 36.75 I By Susan K.
DeWyngaert 1998
Spouse CRUT
dated October
27, 1998
01/15/99 S 192 D 37.00 I By Susan K.
DeWyngaert 1998
Spouse CRUT
dated October
27, 1998
01/19/99 S 1,730 D 37.88 I By Susan K.
DeWyngaert 1998
Spouse CRUT
dated October
27, 1998<PAGE>
5. Amount of
Securities
Beneficially 6. Owner-
2. Trans- Owned at End ship Form: 7. Nature of
action of Month Direct (D) Indirect
1. Title of Date 4. Securities Acquired (A) or In- Beneficial
Security (Month / 3. Transaction Code or Disposed of (D) (Instr. 3 and direct (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) 4) (Instr. 4) (Instr. 4)
----------- ---------- ------------------ ---------------------------- -------------- ---------- -------------
Code V Amount (A)or(D) Price
01/19/99 S 770 D 38.00 I By Susan K.
DeWyngaert 1998
Spouse CRUT
dated October
27, 1998
01/19/99 S 385 D 38.25 I By Susan K.
DeWyngaert 1998
Spouse CRUT
dated October
27, 1998
01/19/99 S 384 D 38.00 I By Susan K.
DeWyngaert 1998
Spouse CRUT
dated October
27, 1998
01/19/99 S 385 D 38.13 I By Susan K.
DeWyngaert 1998
Spouse CRUT
dated October
27, 1998
01/20/99 S 1,923 D 38.50 I By Susan K.
DeWyngaert 1998
Spouse CRUT
dated October
27, 1998
01/20/99 S 538 D 39.00 I By Susan K.
DeWyngaert 1998
Spouse CRUT
dated October
27, 1998
01/25/99 S 769 D 39.00 70,000 (3) I By Susan K.
DeWyngaert 1998
Spouse CRUT
dated October
27, 1998<PAGE>
5. Amount of
Securities
Beneficially 6. Owner-
2. Trans- Owned at End ship Form: 7. Nature of
action of Month Direct (D) Indirect
1. Title of Date 4. Securities Acquired (A) or In- Beneficial
Security (Month / 3. Transaction Code or Disposed of (D) (Instr. 3 and direct (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) 4) (Instr. 4) (Instr. 4)
----------- ---------- ------------------ ---------------------------- -------------- ---------- -------------
Code V Amount (A)or(D) Price
01/08/99 S 770 D 35.00 I By Pamela K.
Vitale 1998
Spouse CRUT
dated October
27, 1998
01/11/99 S 1,153 D 35.13 I By Pamela K.
Vitale 1998
Spouse CRUT
dated October
27, 1998
01/12/99 S 1,923 D 36.00 I By Pamela K.
Vitale 1998
Spouse CRUT
dated October
27, 1998
01/13/99 S 1,923 D 35.00 I By Pamela K.
Vitale 1998
Spouse CRUT
dated October
27, 1998
01/14/99 S 1,538 D 36.50 I By Pamela K.
Vitale 1998
Spouse CRUT
dated October
27, 1998
01/14/99 S 385 D 36.75 I By Pamela K.
Vitale 1998
Spouse CRUT
dated October
27, 1998
01/15/99 S 192 D 37.00 I By Pamela K.
Vitale 1998
Spouse CRUT
dated October
27, 1998<PAGE>
5. Amount of
Securities
Beneficially 6. Owner-
2. Trans- Owned at End ship Form: 7. Nature of
action of Month Direct (D) Indirect
1. Title of Date 4. Securities Acquired (A) or In- Beneficial
Security (Month / 3. Transaction Code or Disposed of (D) (Instr. 3 and direct (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) 4) (Instr. 4) (Instr. 4)
----------- ---------- ------------------ ---------------------------- -------------- ---------- -------------
Code V Amount (A)or(D) Price
01/19/99 S 1,731 D 37.88 I By Pamela K.
Vitale 1998
Spouse CRUT
dated October
27, 1998
01/19/99 S 769 D 38.00 I By Pamela K.
Vitale 1998
Spouse CRUT
dated October
27, 1998
01/19/99 S 384 D 38.25 I By Pamela K.
Vitale 1998
Spouse CRUT
dated October
27, 1998
01/19/99 S 385 D 38.00 I By Pamela K.
Vitale 1998
Spouse CRUT
dated October
27, 1998
01/19/99 S 385 D 38.13 I By Pamela K.
Vitale 1998
Spouse CRUT
dated October
27, 1998
01/20/99 S 1,924 D 38.50 I By Pamela K.
Vitale 1998
Spouse CRUT
dated October
27, 1998
01/20/99 S 539 D 39.00 I By Pamela K.
Vitale 1998
Spouse CRUT
dated October
27, 1998<PAGE>
5. Amount of
Securities
Beneficially 6. Owner-
2. Trans- Owned at End ship Form: 7. Nature of
action of Month Direct (D) Indirect
1. Title of Date 4. Securities Acquired (A) or In- Beneficial
Security (Month / 3. Transaction Code or Disposed of (D) (Instr. 3 and direct (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) 4) (Instr. 4) (Instr. 4)
----------- ---------- ------------------ ---------------------------- -------------- ---------- -------------
Code V Amount (A)or(D) Price
01/25/99 S 769 D 39.00 70,000 (4) I By Pamela K.
Vitale 1998
Spouse CRUT
dated October
27, 1998
01/08/99 S 769 D 35.00 I By Liese A. Keon
1998 CRUT dated
October 27, 1998
01/11/99 S 1,154 D 35.13 I By Liese A. Keon
1998 CRUT dated
October 27, 1998
01/12/99 S 1,923 D 36.00 I By Liese A. Keon
1998 CRUT dated
October 27, 1998
01/13/99 S 1,924 D 35.00 I By Liese A. Keon
1998 CRUT dated
October 27, 1998
01/14/99 S 1,539 D 36.50 I By Liese A. Keon
1998 CRUT dated
October 27, 1998
01/14/99 S 384 D 36.75 I By Liese A. Keon
1998 CRUT dated
October 27, 1998
01/15/99 S 192 D 37.00 I By Liese A. Keon
1998 CRUT dated
October 27, 1998
01/19/99 S 1,731 D 37.88 I By Liese A. Keon
1998 CRUT dated
October 27, 1998
01/19/99 S 769 D 38.00 I By Liese A. Keon
1998 CRUT dated
October 27, 1998<PAGE>
5. Amount of
Securities
Beneficially 6. Owner-
2. Trans- Owned at End ship Form: 7. Nature of
action of Month Direct (D) Indirect
1. Title of Date 4. Securities Acquired (A) or In- Beneficial
Security (Month / 3. Transaction Code or Disposed of (D) (Instr. 3 and direct (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) 4) (Instr. 4) (Instr. 4)
----------- ---------- ------------------ ---------------------------- -------------- ---------- -------------
Code V Amount (A)or(D) Price
01/19/99 S 385 D 38.25 I By Liese A. Keon
1998 CRUT dated
October 27, 1998
01/19/99 S 385 D 38.00 I By Liese A. Keon
1998 CRUT dated
October 27, 1998
01/19/99 S 384 D 38.13 I By Liese A. Keon
1998 CRUT dated
October 27, 1998
01/20/99 S 1,923 D 38.50 I By Liese A. Keon
1998 CRUT dated
October 27, 1998
01/20/99 S 538 D 39.00 I By Liese A. Keon
1998 CRUT dated
October 27, 1998
01/25/99 S 769 D 39.00 170,000 (5) I By Liese A. Keon
1998 CRUT dated
October 27, 1998
75,037 I By Margaret L.
Keon 1990
Personal Income
Trust for the
Benefit of Susan
Tamara Keon
DeWyngaert dated
April 20, 1990
75,037 I By Margaret L.
Keon 1990
Personal Income
Trust for the
Benefit of
Joseph John Keon
III dated April
20, 1990<PAGE>
5. Amount of
Securities
Beneficially 6. Owner-
2. Trans- Owned at End ship Form: 7. Nature of
action of Month Direct (D) Indirect
1. Title of Date 4. Securities Acquired (A) or In- Beneficial
Security (Month / 3. Transaction Code or Disposed of (D) (Instr. 3 and direct (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) 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
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
506,461 I By Margaret
Lumpkin Keon
Trust dated May
13, 1978<PAGE>
5. Amount of
Securities
Beneficially 6. Owner-
2. Trans- Owned at End ship Form: 7. Nature of
action of Month Direct (D) Indirect
1. Title of Date 4. Securities Acquired (A) or In- Beneficial
Security (Month / 3. Transaction Code or Disposed of (D) (Instr. 3 and direct (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) 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
/TABLE
<PAGE>
<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.
Number of 10.
5. Deri- Ownership
2. Number of vative Form of
Conver- Derivative 6. Securities Deriva-
1. sion or 3. Securities Date 7. 8. Benefi- tive 11.
Title Exercise Trans- 4. Acquired (A) Exercis- Title Price cially Security: Nature
of Deri- Price of action Trans- or Disposed able and and Amount of of Deri- Owned Direct (D) of Indirect
vative Deriva- Date action of (D) Expiration Underlying vative at End of or In- Beneficial
Security tive (Month/ Code (Instr. 3, Date (Month/ Securities Security Month direct (I) Ownership
(Instr. 3)Security Day/Year) (Instr. 8) 4 and 5) Day/Year) (Instr. 3 and 4) (Instr. 5) (Instr. 4) (Instr. 4) (Instr. 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 of
the cover page of this Form 4.
(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 of
the cover page of this Form 4.
(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 of the cover page of this Form 4.
(4) Beneficially owned for purposes of Rule 16a-1(a)(2) by Pamela K.
Vitale. These shares are not subject to Ms. Vitale's agreement<PAGE>
with the other members of the 13(d) group referred to in Item 6 of
the cover page of this Form 4.
(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 of the
cover page of this Form 4.
(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: January 1999
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: January 1999
Signature: Pamela K. Vitale**
By: Steven L. Grissom
Attorney in Fact
*See Exhibit 1-A
**See Exhibit 1-D
<PAGE>
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: January 1999
Signature: Liese A. Keon*
By: Steven L. Grissom
Attorney in Fact
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: January 1999
Signature: Susan T. DeWyngaert**
By: Steven L. Grissom
Attorney in Fact
JOINT FILER INFORMATION
Name: Margaret Lynley Keon
Address: 56 Bourne Street, London, England SW1W8JD
Designated Filer: Margaret L. Keon
Issuer & Ticker Symbol: McLeodUSA Incorporated, MCLD
Statement for Month/Year: January 1999
Signature: Margaret Lynley Keon***
By: Steven L. Grissom
Attorney in Fact
DATED: February 8, 1999
* See Exhibit 1-B
** See Exhibit 1-E
***See Exhibit 1-F<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, stocks, bonds, securities, or
other property paid to or delivered to my attorney, or my attorney's
substitute, pursuant to the provisions hereof.<PAGE>
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, stocks, bonds, securities, or
other property paid to or delivered to my attorney, or my attorney's
substitute, pursuant to the provisions hereof.<PAGE>
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, 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/ 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, stocks, bonds, securities, or
other property paid to or delivered to my attorney, or my attorney's
substitute, pursuant to the provisions hereof.<PAGE>
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>
Exhibit 1-E
POWER OF ATTORNEY
-----------------
Power of Attorney made this 31st day of December, 1998:
I, Susan T. Keon DeWyngaert, of 335 South 7th Street, Philadelphia,
PA 19106, 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.<PAGE>
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/ Susan T. Keon DeWyngaert
-----------------------------------------
Principal
Specimen signature of my attorney:
/s/ Steven L. Grissom
---------------------------------- -----------------------------------------
Steven L. Grissom Principal (as witness to attorney's
signature)
----------------------------------------------------------------------------
STATE OF NEW JERSEY )
) ss
COUNTY OF MONMOUTH )
I, a Notary Public, in and for said County and State, hereby
certify that Susan DeWyngaert, 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 31st day of December,
1998.
/s/ Walter T. MacGowan, Jr.
----------------------------------------
Notary Public
Walter T. MacGowan, Jr.
Notary Public of New Jersey
My Commission Expires June 28, 1999
This document was prepared by:
Debra L. Stetter
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606<PAGE>
POWER OF ATTORNEY
-----------------
Power of Attorney made this 28th day of January, 1999:
I, MARGARET LYNLEY KEON, of 56 Bourne Street, London, England
SW1W8JD, 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.
28<PAGE>
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 Lynley Keon
-----------------------------------------
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 MARGARET LYNLEY 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 28th day of January,
1999.
/s/ Janet L. Hodapp
-----------------------------------------
Notary Public
Janet L. Hodapp
This document was prepared by: Notary Public - Illinois
Debra L. Stetter My Commission Expires 04/20/02
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
29<PAGE>
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