SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*
McLEODUSA INCORPORATED
(Name of Issuer)
CLASS A COMMON STOCK
(Title of class of securities)
582266 10 2
(CUSIP Number)
Richard A. Lumpkin
121 South 17th Street
Mattoon, Illinois 61938
217-235-3366
(Name, Address, and Telephone Number of person
authorized to receive notices and communications)
January 7, 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/A, and is filing this schedule because of Rule 13d-1 (b)(3) or
(4), check the following box: [__].
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise
subject to the liabilities of that section of the Exchange Act but
shall be subject to all other provisions of the Exchange Act (however,
see the Notes).<PAGE>
CUSIP No. 582266 10 2 13D Page 2
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Richard A. Lumpkin
2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]
3. SEC Use Only
4. Source of Funds: 00
5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]
6. Citizenship or Place of Organization:
United States of America
Number of Shares Beneficially Owned By Each Reporting Person
With:
7. Sole Voting Power: 11,250 See Item 5.
8. Shared Voting Power: 2,245,081 See Item 5.
9. Sole Dispositive Power: 11,250 See Item 5.
10. Shared Dispositive Power: 4,745,401 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
4,756,651 See Item 5.
12. Check box if the aggregate amount in Row (11) excludes certain
shares:
[_]
13. Percent of Class represented by amount in Row (11):
7.5% See Item 5.
14. Type of Reporting Person: IN<PAGE>
CUSIP No. 582266 10 2 13D Page 3
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Gail Gawthrop Lumpkin
2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]
3. SEC Use Only
4. Source of Funds: 00
5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]
6. Citizenship or Place of Organization:
United States of America
Number of Shares Beneficially Owned By Each Reporting Person
With:
7. Sole Voting Power: 311,127 See Item 5.
8. Shared Voting Power: 0 See Item 5.
9. Sole Dispositive Power: 311,127 See Item 5.
10. Shared Dispositive Power: 0 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
311,127 See Item 5.
12. Check box if the aggregate amount in Row (11) excludes certain
shares:
[_]
13. Percent of Class represented by amount in Row (11):
0.5% See Item 5.
14. Type of Reporting Person: IN<PAGE>
CUSIP No. 582266 10 2 13D Page 4
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Benjamin I. Lumpkin
2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]
3. SEC Use Only
4. Source of Funds: 00
5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]
6. Citizenship or Place of Organization:
United States of America
Number of Shares Beneficially Owned By Each Reporting Person
With:
7. Sole Voting Power: 76,885 See Item 5.
8. Shared Voting Power: 96,656 See Item 5.
9. Sole Dispositive Power: 0 See Item 5.
10. Shared Dispositive Power: 173,541 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
173,541 See Item 5.
12. Check box if the aggregate amount in Row (11) excludes certain
shares:
[_]
13. Percent of Class represented by amount in Row (11):
0.3% See Item 5.
14. Type of Reporting Person: IN<PAGE>
CUSIP No. 582266 10 2 13D Page 5
1. Name of Reporting Persons / I.R.S. Identification Nos. of Above
Persons (Entities Only)
Elizabeth L. Celio
2. Check the appropriate box if a member of a group: (a) [x]
(b) [_]
3. SEC Use Only
4. Source of Funds: 00
5. Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e): [_]
6. Citizenship or Place of Organization:
United States of America
Number of Shares Beneficially Owned By Each Reporting Person
With:
7. Sole Voting Power: 76,884 See Item 5.
8. Shared Voting Power: 96,656 See Item 5.
9. Sole Dispositive Power: 0 See Item 5.
10. Shared Dispositive Power: 173,540 See Item 5.
11. Aggregate Amount Beneficially Owned By Each Reporting Person:
173,540 See Item 5.
12. Check box if the aggregate amount in Row (11) excludes certain
shares:
[_]
13. Percent of Class represented by amount in Row (11):
0.3% See Item 5.
14. Type of Reporting Person: IN<PAGE>
CUSIP No. 582266 10 2 13D Page 6
Item 1. Security and Issuer.
This statement relates to the Class A Common Stock, $.01 par
value (the "Common Stock"), of McLeodUSA Incorporated, a Delaware
corporation (the "Company"), whose principal executive offices are
located at 6400 C Street, S.W., P.O. Box 3177, Cedar Rapids, Iowa
52406-3177.
This statement also relates to options granted to Richard A.
Lumpkin and Steven L. Grissom to purchase Common Stock (see Item 3).
Item 2. Identity and Background.
This statement is being filed by Richard A. Lumpkin, as
trustee or settlor, Benjamin I. Lumpkin, as trustee, and Elizabeth L.
Celio (aka Elizabeth A. Lumpkin), as trustee of the respective trusts
listed opposite such person's name in Item 5 below, and by Gail
Gawthrop Lumpkin, individually, (each, a "Reporting Person").
The name, residence or business address and present
principal occupation or employment of each of the Former CCI
Shareholders (as defined in Item 5 below), including the Reporting
Persons, are set forth in Schedule A hereto. Similar information for
each person who is a director or executive officer of The Lumpkin
Foundation (the "Foundation") is also included in Schedule A. Each of
the Former CCI Shareholder (including the Reporting Persons) is a
citizen of the United States of America, except the Foundation, which
is a not-for-profit corporation organized under the laws of Illinois.
None of the Reporting Persons has and, to the knowledge of the
Reporting Persons, none of the other Former CCI Shareholders nor any
of the Foundation's directors or executive officers has, during the
past five years, been (i) convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or (ii) 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.
Item 3. Source and Amount of Funds or Other Consideration.
Except as indicated below, trusts of which one or more of
the respective Reporting Persons are trustees or settlor (or has power
under the applicable trust agreement to direct the vote and
investments) as indicated in Item 5 below (the "Trusts") acquired the
shares of Common Stock set forth opposite each Reporting Person's name
in Item 5 below in exchange for shares of common stock, Series A
cumulative preferred shares and/or Series B cumulative preferred
shares of Consolidated Communications Inc., an Illinois corporation
("CCI"), on September 24, 1997 pursuant to an Agreement and Plan of<PAGE>
CUSIP No. 582266 10 2 13D Page 7
Reorganization dated as of June 14, 1997 by and among CCI, the Company
and Eastside Acquisition Co. (the "Merger Agreement"). A copy of the
Merger Agreement was filed as Exhibit 2.2 to the Company's Current
Report on Form 8-K filed June 26, 1997.
On September 24, 1997, Steven L. Grissom was granted a four
year employee stock option by the Company to purchase 25,000 shares of
Common Stock, at a price of $24.50 per share. This option vests in
four equal installments; the option with respect to the first 6,250
shares vested on September 24, 1998.
On December 3, 1997, Richard A. Lumpkin was granted an
employee stock option by the Company to purchase 40,000 shares of
Common Stock, at a price of $35.25 per share. This option vests in
four equal installments; the option with respect to the first 10,000
shares vested on September 25, 1998.
On December 22, 1997, Richard A. Lumpkin was granted an
employee stock option by the Company to purchase 5,000 shares of
Common Stock at a price of $34.50 per share. This option vests in
four equal installments; the option with respect to the first 1,250
shares vested on December 22, 1998.
On December 22, 1997, Steven L. Grissom was granted an
employee stock option by the Company to purchase 5,000 shares of
Common Stock at a price of $24.25 per share. This option vests in
four equal installments; the option with respect to the first 1,250
shares will vest on October 12, 1999.
Pursuant to the terms of the Richard A. Lumpkin 1993 Grantor
Retained Annuity Trust of which Benjamin I. Lumpkin and Elizabeth A.
Lumpkin were trustees, the Trust terminated on December 31, 1997, and
one-half of the shares of Common Stock acquired by the Trust under the
Merger Agreement were distributed to each of the Benjamin I. Lumpkin
Holdback Trust under the Richard Anthony Lumpkin 1993 Grantor Retained
Annuity Trust, and the Elizabeth A. Lumpkin Holdback Trust under the
Richard Anthony Lumpkin 1993 Grantor Retained Annuity Trust, of which
Benjamin I. Lumpkin and Elizabeth L. Celio are trustees.
Pursuant to the terms of the Margaret L. Keon 1993 Grantor
Retained Annuity Trust of which Pamela K. Vitale and Joseph J. Keon,
III were trustees, the Trust terminated on December 31, 1997, and the
shares of Common Stock acquired by the Trust under the Merger
Agreement were distributed to the beneficiaries or to Holdback Trusts
for their benefit, as indicated in Item 5 below.
Effective December 31, 1997, (i) Richard A. Lumpkin resigned
as sole trustee of each of twelve trusts created under the Mary Green
Lumpkin Gallo Trust Agreement dated December 29, 1989 (the "Gallo
Trusts"), (ii) Bank One, Texas N.A. was appointed trustee of each<PAGE>
CUSIP No. 582266 10 2 13D Page 8
Gallo Trust and (iii) Richard A. Lumpkin retained the power to direct
the vote and investments by each Gallo Trust.
Effective December 31, 1997, (i) Richard A. Lumpkin resigned
as sole trustee of each of twelve Grandchildren's Trusts created under
the Richard Adamson Lumpkin Trust Agreement dated September 5, 1980
(the "Grandchildren's Trusts"), (ii) Bank One, Texas N.A. was
appointed trustee of each Grandchildren's Trust and (iii) Richard A.
Lumpkin retained the power to direct the vote and investments by each
Grandchildren's Trust. The Grandchildren's Trusts continue to hold an
aggregate of 374,498 shares of Common Stock.
On July 23, 1998, 311,127 shares of Common Stock were
distributed, from the trust created under the Trust Agreement dated
May 13, 1978 f/b/o Richard Anthony Lumpkin, to Gail Gawthrop Lumpkin,
a beneficiary of that Trust.
On September 11, 1998, Richard A. Lumpkin and Christina S.
Duncan resigned as trustees under the Trust Agreement dated May 13,
1978 f/b/o Mary Lee Sparks, and Mary Lee Sparks and Steven L. Grissom
became the trustees of that trust.
On October 27, 1998, an aggregate of 1,820,000 shares of
Common Stock were distributed by the Gallo Trusts to individual
beneficiaries of the respective Trust. Concurrently, also on
October 27, 1998, each of such beneficiaries contributed the shares
received to one or more newly created charitable remainder unitrusts
of which that person is sole trustee, as described under Item 5(c).
On or about October 28, 1998, the trustees of the charitable remainder
unitrusts named Steven L. Grissom as agent with respect to the sale
of shares from those trusts. The Gallo Trusts continue to hold an
aggregate of 1,701,112 shares.
On November 13, 1998, Robert J. Currey resigned as a trustee
under the six 1990 Personal Income Trusts established by Margaret L.
Keon, the two 1990 Personal Income Trusts established by Richard
Anthony Lumpkin and the four 1990 Personal Income Trusts established
by Mary Lee Sparks, each dated April 20, 1990 (the "1990 Personal
Income Trusts"), and Steven L. Grissom became a trustee of those
trusts. On or about November 23, 1998, the trustees of the 1990
Personal Income Trusts named Richard A. Lumpkin as agent with respect
to the sale of shares from those trusts.
On January 4, 1999, Steven L. Grissom acquired 806 shares of
Common Stock at approximately $27.90 per share, pursuant to the
Company's Employee Stock Purchase Plan.
Item 4. Purpose of Transaction.
The Trusts acquired the Common Stock for investment
purposes. After the issuance of the Common Stock pursuant to the
Merger Agreement, Richard A. Lumpkin and Robert J. Currey, who were
previously directors and executive officers of CCI, were elected
directors and executive officers of the Company. Subject to the <PAGE>
CUSIP No. 582266 10 2 13D Page 9
restrictions on disposition of Common Stock which is subject to the
provisions of the Stockholders' Agreements described below, any or all
of the shares of Common Stock beneficially owned by each Reporting
Person may be sold or otherwise disposed of from time to time. None
of the Reporting Persons has any other plans or proposals which relate
to or would result in any of the matters enumerated in paragraphs (a)
through (j) of Item 4 of Schedule 13D. See Item 6 below for a
description of the Stockholders' Agreements.
Item 5. Interest in Securities of Issuer.
(a) As trustee or settlor (or by virtue of a power under
the applicable trust agreement to direct the vote and investments or
as agent with respect to the sale of shares) of the respective Trusts
set forth opposite such Reporting Person's name below, Richard A.
Lumpkin beneficially owns an aggregate of 4,756,651 shares of Common
Stock (including an aggregate of 11,250 shares of Common Stock
issuable under Mr. Lumpkin's employee stock options that are
exercisable within 60 days), which represents approximately 7.5
percent of the 63,545,925 shares of Common Stock reported by the
Company as outstanding on January 5, 1999. Gail Gawthrop Lumpkin
individually beneficially owns 311,127 shares of Common Stock, which
represents approximately 0.5 percent of the shares of Common Stock
outstanding on January 5, 1999. Richard A. Lumpkin may also be deemed
to be the beneficial owner of the shares of Common Stock owned by his
wife, Gail Gawthrop Lumpkin. As trustee of the respective Trusts
indicated opposite such Reporting Person's name below, Benjamin I.
Lumpkin beneficially owns an aggregate of 173,541 shares of Common
Stock, which represents approximately 0.3 percent of the shares of
Common Stock outstanding on January 5, 1999. As trustee of the
respective Trusts indicated opposite such Reporting Person's name
below, Elizabeth L. Celio beneficially owns an aggregate of 173,540
shares of Common Stock, which represents approximately 0.3 percent of
the shares of Common Stock outstanding on January 5, 1999.
The former shareholders of CCI who acquired shares of Common
Stock pursuant to the Merger Agreement or who, as described below,
received distributions of shares of Common Stock prior to October 25,
1998 (collectively, the "Former CCI Shareholders"), MHC Investment
Company, successor by merger to MWR Investments Inc., ("MHC"), Midwest
Capital Group, Inc., IES Investments Inc. ("IES"), Clark E. McLeod and
Mary E. McLeod, (collectively, the "1997 Principal Stockholders"), are
parties to a Stockholders' Agreement dated as of June 14, 1997 and
effective September 24, 1997, as amended by Amendment No. 1 to
Stockholders' Agreement dated as of September 19, 1997 (the "1997
Stockholders' Agreement") and, accordingly, comprise a group (the
"Stockholder Group") within the meaning of Section 13(d)(3) of the
Exchange Act. Collectively, insofar as is known to the Reporting
Persons, the 1997 Principal Stockholders beneficially own a total of
35,099,917 shares of Common Stock, which represents 55.2 percent of
such shares of Common Stock outstanding on January 5, 1999. In<PAGE>
CUSIP No. 582266 10 2 13D Page 10
addition, the Company, IES Investments Inc., Clark E. McLeod, Mary E.
McLeod, Richard A. Lumpkin, Gail G. Lumpkin and certain former CCI
shareholders and certain permitted transferees of former CCI
shareholders (collectively, the "1998 Principal Stockholders")are
parties to a Stockholders' Agreement, dated as of November 18, 1998
(the "1998 Stockholders' Agreement"). The Company, IES Investments
Inc., Clark E. McLeod, Mary E. McLeod, Richard A. Lumpkin and Gail G.
Lumpkin are also parties to a Stockholders' Agreement with M/C
Investors L.L.C. and Media/ Communications Partners III Limited
Partnership, dated as of January 7, 1999 (the "1999 Stockholders'
Agreement" and, together with the 1997 Stockholders' Agreement and the
1998 Stockholders' Agreement, the "Stockholders' Agreements"). The
other former CCI shareholders who are parties to the 1998
Stockholders' Agreement, along with certain permitted transferees, are
expected to become parties to the 1999 Stockholders' Agreement but had
not yet executed the 1999 Stockholders' Agreement at the time of this
filing.
The following table sets forth information regarding the
shares of Common Stock beneficially owned by the 1997 Principal
Stockholders (including the Reporting Persons). Separately set forth
below are shares beneficially owned by the Reporting Persons and
others, which shares are not subject to the terms of the Stockholders'
Agreements. Except as indicated, beneficial ownership by the Former
CCI Shareholders reflects their status as trustees of the respective
trusts set forth opposite their names in the table. The information
shown in the table with respect to each 1997 Principal Stockholder who
is not a former CCI shareholder (the "Other 1997 Principal
Stockholders") is based on the most recent Schedule 13D or Amendment
thereto filed by such person that has come to the attention of the
Reporting Persons. Reference is made to such filings for further
information as to such Other 1997 Principal Stockholders.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Gail Gawthrop Lumpkin N/A Sole 311,127 0.5
Mary Lee Sparks and Trust Agreement dated May 13, Shared 332,209 0.5
Steven L. Grissom 1978 f/b/o Mary Lee Sparks
Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,403 0.00
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Joseph John Keon
and investments) III
Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,403 0.00
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Katherine
and investments) Stoddert Keon<PAGE>
CUSIP No. 582266 10 2 13D Page 11
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,403 0.00
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Lisa Anne Keon
and investments)
Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,403 0.00
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Margaret Lynley
and investments) Keon
Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,403 0.00
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Pamela Keon
and investments) Vitale
Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,403 0.00
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Susan Tamara Keon
and investments) DeWyngaert
Bank One, Texas NA; Richard Adamson Lumpkin Shared 54,688 0.1
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Benjamin Iverson
and investments) Lumpkin
Bank One, Texas NA; Richard Adamson Lumpkin Shared 54,688 0.1
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Elizabeth
and investments) Arabella Lumpkin
Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,176 0.1
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Anne Romayne
and investments) Sparks
Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,176 0.1
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Barbara Lee
and investments) Sparks
Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,176 0.1
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o Christina Louise
and investments) Sparks<PAGE>
CUSIP No. 582266 10 2 13D Page 12
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,176 0.1
Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote 9/5/80 f/b/o John Woodruff
and investments) Sparks
Bank One, Texas NA; Trust named for Joseph John Keon Shared 169,891 0.3
Richard A. Lumpkin III created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989
Bank One, Texas NA; Trust named for Katherine Shared 169,891 0.3
Richard A. Lumpkin Stoddert Keon created under
(power to direct vote the Mary Green Lumpkin Gallo
and investments) Trust Agreement dated
December 29, 1989
Bank One, Texas NA; Trust named for Lisa Anne Keon Shared 54,891 0.2
Richard A. Lumpkin created under the Mary Green
(power to direct vote Lumpkin Gallo Trust Agreement
and investments) dated December 29, 1989
Bank One, Texas NA; Trust named for Margaret Lynley Shared 154,891 0.2
Richard A. Lumpkin Keon created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989
Bank One, Texas NA; Trust named for Pamela Keon Shared 154,891 0.2
Richard A. Lumpkin Vitale created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989
Bank One, Texas NA; Trust named for Susan Tamara Keon Shared 154,891 0.2
Richard A. Lumpkin created under the Mary Green
(power to direct vote Lumpkin Gallo Trust Agreement
and investments) dated December 29, 1989
Bank One, Texas NA; Trust named for Benjamin Iverson Shared 308,965 0.5
Richard A. Lumpkin Lumpkin created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989<PAGE>
CUSIP No. 582266 10 2 13D Page 13
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Bank One, Texas NA; Trust named for Elizabeth Shared 308,965 0.5
Richard A. Lumpkin Arabella Lumpkin created under
(power to direct vote the Mary Green Lumpkin Gallo
and investments) Trust Agreement dated
December 29, 1989
Bank One, Texas NA; Trust named for Anne Romayne Shared 93,459 0.2
Richard A. Lumpkin Sparks created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989
Bank One, Texas NA; Trust named for Barbara Lee Shared 43,459 0.1
Richard A. Lumpkin Sparks created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989
Bank One, Texas NA; Trust named for Christina Louise Shared 43,459 0.1
Richard A. Lumpkin Sparks created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989
Bank One, Texas NA; Trust named for John Woodruff Shared 43,459 0.1
Richard A. Lumpkin Sparks created under the Mary
(power to direct vote Green Lumpkin Gallo Trust
and investments) Agreement dated December 29,
1989
Benjamin I. Lumpkin Benjamin I. Lumpkin Holdback Shared 48,328 0.1
and Elizabeth L. Trust under the Richard Anthony
Celio Lumpkin 1993 Grantor Retained
Annuity Trust
Benjamin I. Lumpkin Elizabeth A. Lumpkin Holdback Shared 48,328 0.1
and Elizabeth L. Trust under the Richard Anthony
Celio Lumpkin 1993 Grantor Retained
Annuity Trust
Mary Lee Sparks N/A Sole 196,678 0.3
Anne R. Whitten N/A Sole 22,359 0.00
Barbara L. Federico N/A Sole 22,360 0.00
Christina L. Duncan N/A Sole 22,359 0.00
John W. Sparks N/A Sole 22,360 0.00
Margaret L. Keon Margaret Lumpkin Keon Trust dated Sole 506,461 0.8
(settlor and trustee) May 13, 1978<PAGE>
CUSIP No. 582266 10 2 13D Page 14
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Pamela K. Vitale and Joseph J. Keon, III Holdback Shared 16,057 0.00
Joseph J. Keon III Trust under Margaret L. Keon 1993
Grantor Retained Annuity Trust
Pamela K. Vitale and Katherine S. Keon Holdback Trust Shared 16,057 0.00
Joseph J. Keon III under Margaret L. Keon 1993
Grantor Retained Annuity Trust
Pamela K. Vitale N/A Sole 16,058 0.00
Liese A. Keon N/A Sole 16,058 0.00
Susan T. DeWyngaert N/A Sole 16,058 0.00
Margaret Lynley Keon N/A Sole 16,058 0.00
Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 75,037 0.1
David R. Hodgman; Income Trust for the Benefit
Richard A. Lumpkin of Joseph John Keon III dated
(power to direct sale April 20, 1990
of shares)
Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 75,037 0.1
David R. Hodgman; Income Trust for the Benefit
Richard A. Lumpkin of Katherine Stoddert Keon
(power to direct sale dated April 20, 1990
of shares)
Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 75,037 0.1
David R. Hodgman; Income Trust for the Benefit
Richard A. Lumpkin of Lisa Anne Keon dated
(power to direct sale April 20, 1990
of shares)
Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 75,037 0.1
David R. Hodgman; Income Trust for the Benefit
Richard A. Lumpkin of Margaret Lynley Keon dated
(power to direct sale April 20, 1990
of shares)
Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 75,037 0.1
David R. Hodgman; Income Trust for the Benefit
Richard A. Lumpkin of Pamela Keon Vitale dated
(power to direct sale April 20, 1990
of shares)<PAGE>
CUSIP No. 582266 10 2 13D Page 15
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Steven L. Grissom and Margaret L. Keon 1990 Personal Shared 75,037 0.1
David R. Hodgman; Income Trust for the Benefit
Richard A. Lumpkin of Susan Tamara Keon
(power to direct sale DeWyngaert dated April 20,
of shares) 1990
Steven L. Grissom and Richard Anthony Lumpkin 1990 Shared 724,601 1.2
David R. Hodgman; Personal Income Trust for the
Richard A. Lumpkin Benefit of Benjamin Iverson
(power to direct sale Lumpkin dated April 20, 1990
of shares)
Steven L. Grissom and Richard Anthony Lumpkin 1990 Shared 724,601 1.2
David R. Hodgman; Personal Income Trust for the
Richard A. Lumpkin Benefit of Elizabeth Arabella
(power to direct sale Lumpkin dated April 20, 1990
of shares)
Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 150,224 0.2
David R. Hodgman; Income Trust for the Benefit
Richard A. Lumpkin of Anne Romayne Sparks dated
(power to direct sale April 20, 1990
of shares)
Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 150,224 0.2
David R. Hodgman; Income Trust for the Benefit
Richard A. Lumpkin of Barbara Lee Sparks dated
(power to direct sale April 20, 1990
of shares)
Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 150,224 0.2
David R. Hodgman; Income Trust for the Benefit
Richard A. Lumpkin of Christina Louise Sparks
(power to direct sale dated April 20, 1990
of shares)
Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 150,224 0.2
David R. Hodgman; Income Trust for the Benefit
Richard A. Lumpkin of John Woodruff Sparks dated
(power to direct sale April 20, 1990
of shares)
Bank One, Texas NA; Richard Anthony Lumpkin Trust Shared 1,822 0.00
Richard A. Lumpkin under the Trust Agreement
n (power to direct dated February 6, 1970
vote and investments)<PAGE>
CUSIP No. 582266 10 2 13D Page 16
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
Bank One, Texas NA; Margaret Anne Keon Trust under Shared 60,619 0.1
Richard A. Lumpkin the Trust Agreement dated
(power to direct vote February 6, 1970
and investments)
Bank One, Texas NA; Mary Lee Sparks Trust under the Shared 107,030 0.2
Richard A. Lumpkin Trust Agreement dated
(power to direct vote February 6, 1970
and investments)
The Lumpkin N/A Sole 196,164 0.3
Foundation
Richard A. Lumpkin N/A Sole 11,250 (1) 0.00
Steven L. Grissom N/A Sole 7,056 (2) 0.00
</TABLE>
(1) Consists of 11,250 shares underlying presently exercisable
option.
(2) Includes 6,250 shares underlying presently exercisable option.
The following shares of Common Stock are beneficially owned by the
Other 1997 Principal Stockholders:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Voting and Number of Percent of
Other Principal Dispositive Shares of Outstanding
Stockholders Trust Powers Common Stock Common Stock
Clark E. McLeod and N/A Sole and 9,330,734 14.8
Mary E. McLeod Shared
IES Investments, Inc. N/A Sole 10,245,457 16.3
MHC Investment N/A Sole 7,634,491 12.0
Company
</TABLE>
In addition to the shares of Common Stock listed above that
are held subject to the 1997 Stockholders' Agreement, the 1998
Stockholders' Agreement or both, the following shares, which were
transferred after September 24, 1998 are not subject to the provisions
of either the 1997 Stockholders' Agreement or the 1998 Stockholders'
Agreement:<PAGE>
CUSIP No. 582266 10 2 13D Page 17
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Voting and Number of Percent of
Dispositive Shares of Outstanding
Reporting Person Trust Powers Common Stock Common Stock
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT Sole 76,885 0.1
Steven L. Grissom dated October 27, 1998
(power to direct
sale of shares)
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT Sole 76,884 0.1
Steven L. Grissom dated October 27, 1998
(power to direct
sale of shares)
Joseph J. Keon III Joseph J. Keon III 1998 CRUT Sole 61,884 0.1
Steven L. Grissom dated October 27, 1998
(power to direct
sale of shares)
Katherine S. Keon Katherine S. Keon 1998 CRUT dated Sole 61,884 0.1
Steven L. Grissom October 27, 1998
(power to direct
sale of shares)
Margaret Lynley Keon Margaret Lynley Keon 1998 Sole 76,884 0.1
Steven L. Grissom NIM-CRUT dated
(power to direct October 27, 1998
sale of shares)
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse Sole 76,884 0.1
Steven L. Grissom CRUT dated October 27,
(power to direct 1998
sale of shares)
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT Sole 76,886 0.1
Steven L. Grissom dated October 27, 1998
(power to direct
sale of shares)
Liese A. Keon Liese A. Keon 1998 CRUT dated Sole 176,884 0.3
Steven L. Grissom October 27, 1998
(power to direct
sale of shares)
Barbara S. Federico Barbara S. Federico 1998 Spouse Sole 226,885 0.4
Steven L. Grissom CRUT dated October 27,
(power to direct 1998
sale of shares)
Anne S. Whitten Anne S. Whitten 1998 Spouse Sole 176,886 0.3
Steven L. Grissom NIM-CRUT dated
(power to direct October 27, 1998
sale of shares)
<PAGE>
CUSIP No. 582266 10 2 13D Page 18
John W. Sparks John W. Sparks 1998 Spouse Sole 70,962 0.1
Steven L. Grissom NIM-CRUT dated
(power to direct October 27, 1998
sale of shares)
John W. Sparks John W. Sparks 1998 Spouse CRUT Sole 155,923 0.3
Steven L. Grissom dated October 27, 1998
(power to direct
sale of shares)
Christina S. Duncan Christina S. Duncan 1998 Spouse Sole 226,885 0.4
Steven L. Grissom CRUT dated October 27,
(power to direct 1998
sale of shares)
</TABLE>
(b) The number of shares of Common Stock which Richard A. Lumpkin has:
(i) sole power to vote or direct the vote 11,250
(ii) shared power to vote or direct the vote 2,245,081
(iii) sole power to dispose or direct the disposition 11,250
(iv) shared power to dispose or direct the disposition 4,745,401
The number of shares of Common Stock which Gail Gawthrop Lumpkin has:
(i) sole power to vote or direct the vote 311,127
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or direct the disposition 311,127
(iv) shared power to dispose or direct the disposition 0
The number of shares of Common Stock which Benjamin I. Lumpkin has:
(i) sole power to vote or direct the vote 76,885
(ii) shared power to vote or direct the vote 96,656
(iii) sole power to dispose or direct the disposition 0
(iv) shared power to dispose or direct the disposition 173,541
The number of shares of Common Stock which Elizabeth L. Celio has:
(i) sole power to vote or direct the vote 76,884
(ii) shared power to vote or direct the vote 96,656
(iii) sole power to dispose or direct the disposition 0
(iv) shared power to dispose or direct the disposition 173,540
(c) The Reporting Persons and other Former CCI Shareholders
acquired an aggregate of 8,488,596 shares of Common Stock as set forth
in the table in Item 5(a) above on September 24, 1997, pursuant to the
Merger Agreement. Effective December 31, 1997, an aggregate of
282,440 shares of the Common Stock were distributed upon termination
of three 1993 Grantor Retained Annuity Trusts to certain Former CCI
Shareholders as follows:<PAGE>
CUSIP No. 582266 10 2 13D Page 19
<TABLE>
<CAPTION>
<S> <C> <C>
Distributing Trust Number of Distributee
Shares
Richard Anthony Lumpkin 1993 Grantor 48,328 Benjamin I. Lumpkin Holdback Trust under the Richard
Retained Annuity Trust Anthony Lumpkin 1993 Grantor Retained Annuity Trust
Richard Anthony Lumpkin 1993 Grantor 48,328 Elizabeth A. Lumpkin Holdback Trust under the Richard
Retained Annuity Trust Anthony Lumpkin 1993 Grantor Retained Annuity Trust
Mary Lee Sparks 1993 Grantor Retained 22,359 Anne R. Whitten
Annuity Trust
Mary Lee Sparks 1993 Grantor Retained 22,360 Barbara L. Federico
Annuity Trust
Mary Lee Sparks 1993 Grantor Retained 22,359 Christina L. Duncan
Annuity Trust
Mary Lee Sparks 1993 Grantor Retained 22,360 John W. Sparks
Annuity Trust
Margaret L. Keon 1993 Grantor Retained 16,057 Joseph J. Keon, III Holdback Trust under the
Annuity Trust Margaret L. Keon 1993 Grantor Retained Annuity Trust
Margaret L. Keon 1993 Grantor Retained 16,057 Katherine S. Keon Holdback Trust under the Margaret L.
Annuity Trust Keon 1993 Grantor Retained Annuity Trust
Margaret L. Keon 1993 Grantor Retained 16,058 Pamela K. Vitale
Annuity Trust
Margaret L. Keon 1993 Grantor Retained 16,058 Liese A. Keon
Annuity Trust
Margaret L. Keon 1993 Grantor Retained 16,058 Susan T. DeWyngaert
Annuity Trust
Margaret L. Keon 1993 Grantor Retained 16,058 Margaret Lynley Keon
Annuity Trust
</TABLE>
Between November 24, 1998 and December 1, 1998, the 1990
Personal Income Trusts sold an aggregate of 51,800 shares of Common
Stock in market transactions pursuant to Rule 144 under the Securities
Act of 1933 (the "Securities Act"). These transactions are further
described below:<PAGE>
CUSIP No. 582266 10 2 13D Page 20
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 490 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Joseph John Keon III dated April
sale of shares) 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 341 33.94
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Joseph John Keon III dated April
sale of shares) 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 816 33.88
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Joseph John Keon III dated April
sale of shares) 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 653 34.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Joseph John Keon III dated April
sale of shares) 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 490 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Katherine Stoddert Keon dated
sale of shares) April 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 341 33.94
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Katherine Stoddert Keon dated
sale of shares) April 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 816 33.88
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Katherine Stoddert Keon dated
sale of shares) April 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 653 34.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Katherine Stoddert Keon dated
sale of shares) April 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 490 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Lisa Anne Keon dated April 20,
sale of shares) 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 341 33.94
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Lisa Anne Keon dated April 20,
sale of shares) 1990<PAGE>
CUSIP No. 582266 10 2 13D Page 21
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 816 33.88
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Lisa Anne Keon dated April 20,
sale of shares) 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 653 34.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Lisa Anne Keon dated April 20,
sale of shares) 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 490 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Margaret Lynley Keon dated April
sale of shares) 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 341 33.94
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Margaret Lynley Keon dated April
sale of shares) 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 816 33.88
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Margaret Lynley Keon dated April
sale of shares) 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 653 34.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Margaret Lynley Keon dated April
sale of shares) 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 440 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Pamela Keon Vitale dated April
sale of shares) 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 306 33.94
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Pamela Keon Vitale dated April
sale of shares) 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 736 33.88
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Pamela Keon Vitale dated April
sale of shares) 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/24/98 588 34.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Pamela Keon Vitale dated April
sale of shares) 20, 1990<PAGE>
CUSIP No. 582266 10 2 13D Page 22
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/25/98 115 33.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Pamela Keon Vitale dated April
sale of shares) 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/25/98 115 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Pamela Keon Vitale dated April
sale of shares) 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/25/98 720 33.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Susan Tamara Keon DeWyngaert
sale of shares) dated April 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 11/25/98 715 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Susan Tamara Keon DeWyngaert
sale of shares) dated April 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 12/01/98 291 30.38
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Susan Tamara Keon DeWyngaert
sale of shares) dated April 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 12/01/98 298 30.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Susan Tamara Keon DeWyngaert
sale of shares) dated April 20, 1990
Steven L. Grissom and David Margaret L. Keon 1990 Personal 12/01/98 276 30.38
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Susan Tamara Keon DeWyngaert
sale of shares) dated April 20, 1990
Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/24/98 2,152 33.75
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Benjamin Iverson
sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/24/98 1,493 33.94
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Benjamin Iverson
sale of shares) Lumpkin dated April 20, 1990<PAGE>
CUSIP No. 582266 10 2 13D Page 23
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/24/98 3,586 33.88
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Benjamin Iverson
sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/24/98 2,869 34.25
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Benjamin Iverson
sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/24/98 248 33.75
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/24/98 172 33.94
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/24/98 414 33.88
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/24/98 331 34.25
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/25/98 835 33.25
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/25/98 830 33.75
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/30/98 250 30.94
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990<PAGE>
CUSIP No. 582266 10 2 13D Page 24
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/30/98 871 31.13
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/30/98 1,310 31.50
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/30/98 312 31.25
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and David Richard Anthony Lumpkin 1990 11/30/98 127 31.31
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and David Richard Anthony Lumpkin 1990 12/01/98 1,480 30.38
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and David Richard Anthony Lumpkin 1990 12/01/98 1,517 30.25
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and David Richard Anthony Lumpkin 1990 12/01/98 1,403 30.38
R. Hodgman; Richard A. Personal Income Trust for the
Lumpkin (power to direct Benefit of Elizabeth Arabella
sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 948 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Anne Romayne Sparks dated April
sale of shares) 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 658 33.94
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Anne Romayne Sparks dated April
sale of shares) 20, 1990<PAGE>
CUSIP No. 582266 10 2 13D Page 25
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 1,580 33.88
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Anne Romayne Sparks dated April
sale of shares) 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 1,264 34.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Anne Romayne Sparks dated April
sale of shares) 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 948 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Barbara Lee Sparks dated April
sale of shares) 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 658 33.94
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Barbara Lee Sparks dated April
sale of shares) 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 1,580 33.88
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Barbara Lee Sparks dated April
sale of shares) 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 1,264 34.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Barbara Lee Sparks dated April
sale of shares) 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 504 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 349 33.94
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 840 33.88
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990<PAGE>
CUSIP No. 582266 10 2 13D Page 26
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/24/98 672 34.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/25/98 835 33.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/25/98 835 33.75
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/30/98 36 30.94
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/30/98 126 31.13
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/30/98 190 31.50
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/30/98 45 31.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/30/98 18 31.31
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct Christina Louise Sparks dated
sale of shares) April 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/30/98 5 30.94
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct John Woodruff Sparks dated April
sale of shares) 20, 1990<PAGE>
CUSIP No. 582266 10 2 13D Page 27
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/30/98 15 31.13
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct John Woodruff Sparks dated April
sale of shares) 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/30/98 24 31.50
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct John Woodruff Sparks dated April
sale of shares) 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/30/98 5 31.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct John Woodruff Sparks dated April
sale of shares) 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 11/30/98 1 31.31
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct John Woodruff Sparks dated April
sale of shares) 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 12/01/98 1,480 30.38
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct John Woodruff Sparks dated April
sale of shares) 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 12/01/98 1,517 30.25
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct John Woodruff Sparks dated April
sale of shares) 20, 1990
Steven L. Grissom and David Mary Lee Sparks 1990 Personal 12/01/98 1,403 30.38
R. Hodgman; Richard A. Income Trust for the Benefit of
Lumpkin (power to direct John Woodruff Sparks dated April
sale of shares) 20, 1990
</TABLE>
On November 30, 1998 and December 1, 1998, the Gallo
Trusts sold an aggregate of 18,400 shares of Common Stock in market
transactions pursuant to Rule 144 under the Securities Act. These
transactions are further described below:<PAGE>
CUSIP No. 582266 10 2 13D Page 28
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Bank One, Texas, NA; Richard Trust named for Joseph John Keon 11/30/98 94 $30.94
A. Lumpkin (power to direct III created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989
Bank One, Texas, NA; Richard Trust named for Joseph John Keon 11/30/98 329 31.13
A. Lumpkin (power to direct III created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989
Bank One, Texas, NA; Richard Trust named for Joseph John Keon 11/30/98 493 31.50
A. Lumpkin (power to direct III created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989
Bank One, Texas, NA; Richard Trust named for Joseph John Keon 11/30/98 118 31.25
A. Lumpkin (power to direct III created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989
Bank One, Texas, NA; Richard Trust named for Joseph John Keon 11/30/98 46 31.31
A. Lumpkin (power to direct III created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989
Bank One, Texas, NA; Richard Trust named for Joseph John Keon 12/01/98 108 30.38
A. Lumpkin (power to direct III created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989
Bank One, Texas, NA; Richard Trust named for Joseph John Keon 12/01/98 110 30.25
A. Lumpkin (power to direct III created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989
Bank One, Texas, NA; Richard Trust named for Joseph John Keon 12/01/98 102 30.38
A. Lumpkin (power to direct III created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989
Bank One, Texas, NA; Richard Trust named for Katherine 11/30/98 94 30.94
A. Lumpkin (power to direct Stoddert Keon created under the
vote and investments) Mary Green Lumpkin Gallo Trust
Agreement dated December 29,
1989<PAGE>
CUSIP No. 582266 10 2 13D Page 29
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Bank One, Texas, NA; Richard Trust named for Katherine 11/30/98 329 31.13
A. Lumpkin (power to direct Stoddert Keon created under the
vote and investments) Mary Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Katherine 11/30/98 493 31.50
A. Lumpkin (power to direct Stoddert Keon created under the
vote and investments) Mary Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Katherine 11/30/98 118 31.25
A. Lumpkin (power to direct Stoddert Keon created under the
vote and investments) Mary Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Katherine 11/30/98 46 31.31
A. Lumpkin (power to direct Stoddert Keon created under the
vote and investments) Mary Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Katherine 12/01/98 108 30.38
A. Lumpkin (power to direct Stoddert Keon created under the
vote and investments) Mary Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Katherine 12/01/98 110 30.25
A. Lumpkin (power to direct Stoddert Keon created under the
vote and investments) Mary Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Katherine 12/01/98 102 30.38
A. Lumpkin (power to direct Stoddert Keon created under the
vote and investments) Mary Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Lisa Anne Keon 11/30/98 94 30.94
A. Lumpkin (power to direct created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989<PAGE>
CUSIP No. 582266 10 2 13D Page 30
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Bank One, Texas, NA; Richard Trust named for Lisa Anne Keon 11/30/98 329 31.13
A. Lumpkin (power to direct created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989
Bank One, Texas, NA; Richard Trust named for Lisa Anne Keon 11/30/98 493 31.50
A. Lumpkin (power to direct created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989
Bank One, Texas, NA; Richard Trust named for Lisa Anne Keon 11/30/98 118 31.25
A. Lumpkin (power to direct created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989
Bank One, Texas, NA; Richard Trust named for Lisa Anne Keon 11/30/98 46 31.31
A. Lumpkin (power to direct created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989
Bank One, Texas, NA; Richard Trust named for Lisa Anne Keon 12/01/98 108 30.38
A. Lumpkin (power to direct created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989
Bank One, Texas, NA; Richard Trust named for Lisa Anne Keon 12/01/98 110 30.25
A. Lumpkin (power to direct created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989
Bank One, Texas, NA; Richard Trust named for Lisa Anne Keon 12/01/98 102 30.38
A. Lumpkin (power to direct created under the Mary Green
vote and investments) Lumpkin Gallo Trust Agreement
dated December 29, 1989
Bank One, Texas, NA; Richard Trust named for Margaret Lynley 11/30/98 94 30.94
A. Lumpkin (power to direct Keon created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Margaret Lynley 11/30/98 327 31.13
A. Lumpkin (power to direct Keon created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989<PAGE>
CUSIP No. 582266 10 2 13D Page 31
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Bank One, Texas, NA; Richard Trust named for Margaret Lynley 11/30/98 491 31.50
A. Lumpkin (power to direct Keon created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Margaret Lynley 11/30/98 117 31.25
A. Lumpkin (power to direct Keon created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Margaret Lynley 11/30/98 46 31.31
A. Lumpkin (power to direct Keon created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Margaret Lynley 12/01/98 108 30.38
A. Lumpkin (power to direct Keon created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Margaret Lynley 12/01/98 113 30.25
A. Lumpkin (power to direct Keon created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Margaret Lynley 12/01/98 104 30.38
A. Lumpkin (power to direct Keon created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Pamela Keon 11/30/98 94 30.94
A. Lumpkin (power to direct Vitale created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Pamela Keon 11/30/98 327 31.13
A. Lumpkin (power to direct Vitale created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989<PAGE>
CUSIP No. 582266 10 2 13D Page 32
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Bank One, Texas, NA; Richard Trust named for Pamela Keon 11/30/98 491 31.50
A. Lumpkin (power to direct Vitale created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Pamela Keon 11/30/98 117 31.25
A. Lumpkin (power to direct Vitale created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Pamela Keon 11/30/98 46 31.31
A. Lumpkin (power to direct Vitale created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Pamela Keon 12/01/98 109 30.38
A. Lumpkin (power to direct Vitale created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Pamela Keon 12/01/98 112 30.25
A. Lumpkin (power to direct Vitale created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Pamela Keon 12/01/98 104 30.38
A. Lumpkin (power to direct Vitale created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Susan Tamara 11/30/98 93 30.94
A. Lumpkin (power to direct Keon DeWyngaert created
vote and investments) under the Mary Green Lumpkin
Gallo Trust Agreement dated
December 29, 1989
Bank One, Texas, NA; Richard Trust named for Susan Tamara 11/30/98 327 31.13
A. Lumpkin (power to direct Keon DeWyngaert created
vote and investments) under the Mary Green Lumpkin
Gallo Trust Agreement dated
December 29, 1989<PAGE>
CUSIP No. 582266 10 2 13D Page 33
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Bank One, Texas, NA; Richard Trust named for Susan Tamara 11/30/98 491 31.50
A. Lumpkin (power to direct Keon DeWyngaert created
vote and investments) under the Mary Green Lumpkin
Gallo Trust Agreement dated
December 29, 1989
Bank One, Texas, NA; Richard Trust named for Susan Tamara 11/30/98 117 31.25
A. Lumpkin (power to direct Keon DeWyngaert created
vote and investments) under the Mary Green Lumpkin
Gallo Trust Agreement dated
December 29, 1989
Bank One, Texas, NA; Richard Trust named for Susan Tamara 11/30/98 47 31.31
A. Lumpkin (power to direct Keon DeWyngaert created
vote and investments) under the Mary Green Lumpkin
Gallo Trust Agreement dated
December 29, 1989
Bank One, Texas, NA; Richard Trust named for Susan Tamara 12/01/98 109 30.38
A. Lumpkin (power to direct Keon DeWyngaert created
vote and investments) under the Mary Green Lumpkin
Gallo Trust Agreement dated
December 29, 1989
Bank One, Texas, NA; Richard Trust named for Susan Tamara 12/01/98 112 30.25
A. Lumpkin (power to direct Keon DeWyngaert created
vote and investments) under the Mary Green Lumpkin
Gallo Trust Agreement dated
December 29, 1989
Bank One, Texas, NA; Richard Trust named for Susan Tamara 12/01/98 104 30.38
A. Lumpkin (power to direct Keon DeWyngaert created
vote and investments) under the Mary Green Lumpkin
Gallo Trust Agreement dated
December 29, 1989
Bank One, Texas, NA; Richard Trust named for Benjamin Iverson 11/30/98 175 30.94
A. Lumpkin (power to direct Lumpkin created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Benjamin Iverson 11/30/98 610 31.13
A. Lumpkin (power to direct Lumpkin created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989<PAGE>
CUSIP No. 582266 10 2 13D Page 34
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Bank One, Texas, NA; Richard Trust named for Benjamin Iverson 11/30/98 912 31.50
A. Lumpkin (power to direct Lumpkin created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Benjamin Iverson 11/30/98 216 31.25
A. Lumpkin (power to direct Lumpkin created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Benjamin Iverson 11/30/98 87 31.31
A. Lumpkin (power to direct Lumpkin created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Elizabeth 11/30/98 175 30.94
A. Lumpkin (power to direct Arabella Lumpkin created under
vote and investments) the Mary Green Lumpkin Gallo
Trust Agreement dated December
29, 1989
Bank One, Texas, NA; Richard Trust named for Elizabeth 11/30/98 610 31.13
A. Lumpkin (power to direct Arabella Lumpkin created under
vote and investments) the Mary Green Lumpkin Gallo
Trust Agreement dated December
29, 1989
Bank One, Texas, NA; Richard Trust named for Elizabeth 11/30/98 912 31.50
A. Lumpkin (power to direct Arabella Lumpkin created under
vote and investments) the Mary Green Lumpkin Gallo
Trust Agreement dated December
29, 1989
Bank One, Texas, NA; Richard Trust named for Elizabeth 11/30/98 216 31.25
A. Lumpkin (power to direct Arabella Lumpkin created under
vote and investments) the Mary Green Lumpkin Gallo
Trust Agreement dated December
29, 1989
Bank One, Texas, NA; Richard Trust named for Elizabeth 11/30/98 87 31.31
A. Lumpkin (power to direct Arabella Lumpkin created under
vote and investments) the Mary Green Lumpkin Gallo
Trust Agreement dated December
29, 1989<PAGE>
CUSIP No. 582266 10 2 13D Page 35
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Bank One, Texas, NA; Richard Trust named for Anne Romayne 11/30/98 130 30.94
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Anne Romayne 11/30/98 458 31.13
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Anne Romayne 11/30/98 685 31.50
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Anne Romayne 11/30/98 163 31.25
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Anne Romayne 11/30/98 64 31.31
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Barbara Lee 11/30/98 130 30.94
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Barbara Lee 11/30/98 458 31.13
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Barbara Lee 11/30/98 684 31.50
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989<PAGE>
CUSIP No. 582266 10 2 13D Page 36
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Bank One, Texas, NA; Richard Trust named for Barbara Lee 11/30/98 163 31.25
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Barbara Lee 11/30/98 65 31.31
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Christina Louise 11/30/98 130 30.94
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Christina Louise 11/30/98 457 31.13
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Christina Louise 11/30/98 685 31.50
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Christina Louise 11/30/98 163 31.25
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for Christina Louise 11/30/98 65 31.31
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for John Woodruff 11/30/98 130 30.94
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989<PAGE>
CUSIP No. 582266 10 2 13D Page 37
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Bank One, Texas, NA; Richard Trust named for John Woodruff 11/30/98 457 31.13
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for John Woodruff 11/30/98 684 31.50
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for John Woodruff 11/30/98 163 31.25
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
Bank One, Texas, NA; Richard Trust named for John Woodruff 11/30/98 66 31.31
A. Lumpkin (power to direct Sparks created under the Mary
vote and investments) Green Lumpkin Gallo Trust
Agreement dated December 29,
1989
</TABLE>
On November 30, 1998, the Grandchildren's Trusts sold an
aggregate of 3,200 shares of Common Stock in market transactions
pursuant to Rule 144 under the Securities Act. These transactions
are further described below:<PAGE>
<TABLE>
<CAPTION>
CUSIP No. 582266 10 2 13D Page 38
<S> <C> <C> <C> <C>
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 17 $30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Joseph John Keon
III
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 61 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Joseph John Keon
III
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 91 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Joseph John Keon
III
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 22 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Joseph John Keon
III
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 9 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Joseph John Keon
III
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 17 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Katherine Stoddert
Keon
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 61 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Katherine Stoddert
Keon
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 91 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Katherine Stoddert
Keon
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 22 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Katherine Stoddert
Keon<PAGE>
CUSIP No. 582266 10 2 13D Page 39
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 9 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Katherine Stoddert
Keon
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 17 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Lisa Anne Keon
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 60 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Lisa Anne Keon
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 91 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Lisa Anne Keon
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 21 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Lisa Anne Keon
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 11 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Lisa Anne Keon
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 17 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Margaret Lynley
Keon
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 60 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Margaret Lynley
Keon
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 91 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Margaret Lynley
Keon
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 21 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Margaret Lynley
Keon
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 11 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Margaret Lynley
Keon<PAGE>
CUSIP No. 582266 10 2 13D Page 40
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 17 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Pamela Keon Vitale
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 60 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Pamela Keon Vitale
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 92 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Pamela Keon Vitale
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 22 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Pamela Keon Vitale
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 9 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Pamela Keon Vitale
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 17 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Susan Tamara Keon
DeWyngaert
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 60 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Susan Tamara Keon
DeWyngaert
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 92 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Susan Tamara Keon
DeWyngaert
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 22 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Susan Tamara Keon
DeWyngaert
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 9 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Susan Tamara Keon
DeWyngaert
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 35 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Benjamin Iverson
Lumpkin
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 122 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Benjamin Iverson
Lumpkin<PAGE>
CUSIP No. 582266 10 2 13D Page 41
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 183 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Benjamin Iverson
Lumpkin
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 43 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Benjamin Iverson
Lumpkin
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 17 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Benjamin Iverson
Lumpkin
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 35 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Elizabeth Arabella
Lumpkin
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 122 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Elizabeth Arabella
Lumpkin
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 183 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Elizabeth Arabella
Lumpkin
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 43 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Elizabeth Arabella
Lumpkin
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 17 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Elizabeth Arabella
Lumpkin
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 26 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Anne Romayne Sparks
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 91 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Anne Romayne Sparks<PAGE>
CUSIP No. 582266 10 2 13D Page 42
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 138 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Anne Romayne Sparks
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 32 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Anne Romayne Sparks
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 13 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Anne Romayne Sparks
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 26 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Barbara Lee Sparks
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 91 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Barbara Lee Sparks
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 138 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Barbara Lee Sparks
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 32 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Barbara Lee Sparks
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 13 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Barbara Lee Sparks
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 26 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Christina Louise
Sparks
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 91 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Christina Louise
Sparks
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 137 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Christina Louise
Sparks<PAGE>
CUSIP No. 582266 10 2 13D Page 43
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share or Unit
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 32 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Christina Louise
Sparks
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 14 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o Christina Louise
Sparks
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 26 30.94
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o John Woodruff
Sparks
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 91 31.13
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o John Woodruff
Sparks
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 135 31.50
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o John Woodruff
Sparks
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 32 31.25
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o John Woodruff
Sparks
Bank One, Texas, NA; Richard Richard Adamson Lumpkin 11/30/98 16 31.31
A. Lumpkin (power to direct Grandchildren's Trust dated
vote and investments) 9/5/80 f/b/o John Woodruff
Sparks
</TABLE>
On December 1, 1998, the Margaret Lumpkin Keon Trust, dated
May 13, 1978, contributed 1,600 shares of Common Stock to charity.
On January 4, 1999, Steven L. Grissom acquired 806 shares of
Common Stock at approximately $27.90 per share, pursuant to the
Company's Employee Stock Purchase Plan.
On October 27, 1998, an aggregate of 1,820,000 shares of
Common Stock were distributed by various trusts created under the Mary
Green Gallo Trust Agreement dated December 29, 1989, to individual
beneficiaries of the respective trust. Concurrently, also on
October 27, 1998, each of such beneficiaries contributed the shares<PAGE>
CUSIP No. 582266 10 2 13D Page 44
received to one or more newly created charitable remainder unitrusts
as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number of Trust Receiving
Distributing Trust Shares Beneficiary Contribution
Trust named for Benjamin Iverson Lumpkin 100,000 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989
Trust named for Elizabeth Arabella 100,000 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT
Lumpkin created under the Mary Green dated October 27, 1998
Gallo Trust Agreement dated December 29,
1989
Trust named for Joseph John Keon III 85,000 Joseph J. Keon III Joseph J. Keon III 1998 CRUT dated
created under the Mary Green Gallo Trust October 27, 1998
Agreement dated December 29, 1989
Trust named for Katherine Stoddert Keon 85,000 Katherine S. Keon Katherine S. Keon 1998 CRUT dated
created under the Mary Green Gallo Trust October 27, 1998
Agreement dated December 29, 1989
Trust named for Margaret Lynley Keon 100,000 Margaret Lynley Margaret Lynley Keon 1998 NIM-CRUT
created under the Mary Green Gallo Trust Keon dated October 27, 1998
Agreement dated December 29, 1989
Trust named for Susan Tamara Keon created 100,000 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse CRUT
DeWyngaert under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989
Trust named for Pamela Keon Vitale 100,000 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989
Trust named for Lisa Anne Keon created 200,000 Liese A. Keon Liese A. Keon 1998 CRUT dated
under the Mary Green Gallo Trust October 27, 1998
Agreement dated December 29, 1989
Trust named for Barbara Lee Sparks 250,000 Barbara S. Federico Barbara S. Federico 1998 Spouse CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989
Trust named for Anne Romayne Sparks 200,000 Anne S. Whitten Anne S. Whitten 1998 Spouse NIM-CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989
Trust named for John Woodruff Sparks 75,000 John W. Sparks John W. Sparks 1998 Spouse NIM-CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989<PAGE>
CUSIP No. 582266 10 2 13D Page 45
Number of Trust Receiving
Distributing Trust Shares Beneficiary Contribution
Trust named for John Woodruff Sparks 175,000 John W. Sparks John W. Sparks 1998 Spouse CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989
Trust named for Christina Louise Sparks 250,000 Christina S. Duncan Christina S. Duncan 1998 Spouse CRUT
created under the Mary Green Gallo Trust dated October 27, 1998
Agreement dated December 29, 1989
</TABLE>
Between January 8, 1999 and January 15, 1999, the newly
created charitable remainder unitrusts described above, together with
the Foundation, sold an aggregate of 102,500 shares of Common Stock in
market transactions pursuant to Rule 144 under the Securities Act of
1933 (the "Securities Act"). These transactions are further described
below:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 01/08/99 769 $35.00
dated October 27, 1998
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 01/11/99 1,154 35.13
dated October 27, 1998
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 01/12/99 1,923 36.00
dated October 27, 1998
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 01/13/99 1,923 35.00
dated October 27, 1998
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 01/14/99 1,538 36.50
dated October 27, 1998
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT 01/14/99 385 36.75
dated October 27, 1998
Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 01/15/99 192 37.00
NIM-CRUT dated
October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/08/99 769 35.00
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/11/99 1,154 35.13
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/12/99 1,923 36.00
dated October 27, 1998<PAGE>
CUSIP No. 582266 10 2 13D Page 46
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/13/99 1,923 35.00
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/14/99 1,538 36.50
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/14/99 385 36.75
dated October 27, 1998
Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT 01/15/99 193 37.00
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/08/99 769 35.00
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/11/99 1,154 35.13
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/12/99 1,923 36.00
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/13/99 1,923 35.00
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/14/99 1,539 36.50
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/14/99 384 36.75
dated October 27, 1998
Joseph J. Keon III Joseph J. Keon III 1998 CRUT 01/15/99 193 37.00
dated October 27, 1998
Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/08/99 769 35.00
October 27, 1998
Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/11/99 1,154 35.13
October 27, 1998
Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/12/99 1,923 36.00
October 27, 1998
Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/13/99 1,923 35.00
October 27, 1998
Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/14/99 1,539 36.50
October 27, 1998
Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/14/99 384 36.75
October 27, 1998<PAGE>
CUSIP No. 582266 10 2 13D Page 47
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Katherine S. Keon Katherine S. Keon 1998 CRUT dated 01/15/99 193 37.00
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 01/08/99 769 35.00
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 01/11/99 1,154 35.13
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 01/12/99 1,923 36.00
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 01/13/99 1,923 35.00
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 01/14/99 1,539 36.50
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 01/14/99 384 36.75
NIM-CRUT dated
October 27, 1998
Margaret Lynley Keon Margaret Lynley Keon 1998 01/15/99 193 37.00
NIM-CRUT dated
October 27, 1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/08/99 769 35.00
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/11/99 1,154 35.13
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/12/99 1,923 36.00
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/13/99 1,923 35.00
CRUT dated October 27,
1998<PAGE>
CUSIP No. 582266 10 2 13D Page 48
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/14/99 1,539 36.50
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/14/99 384 36.75
CRUT dated October 27,
1998
Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse 01/15/99 193 37.00
CRUT dated October 27,
1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/08/99 770 35.00
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/11/99 1,153 35.13
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/12/99 1,923 36.00
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/13/99 1,923 35.00
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/14/99 1,538 36.50
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/14/99 385 36.75
dated October 27, 1998
Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT 01/15/99 192 37.00
dated October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 01/08/99 769 35.00
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 01/11/99 1,154 35.13
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 01/12/99 1,923 36.00
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 01/13/99 1,924 35.00
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 01/14/99 1,539 36.50
October 27, 1998
Liese A. Keon Liese A. Keon 1998 CRUT dated 01/14/99 384 36.75
October 27, 1998<PAGE>
CUSIP No. 582266 10 2 13D Page 49
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Liese A. Keon Liese A. Keon 1998 CRUT dated 01/15/99 192 37.00
October 27, 1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 01/08/99 770 35.00
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 01/11/99 1,154 35.13
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 01/12/99 1,923 36.00
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 01/13/99 1,923 35.00
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 01/14/99 1,538 36.50
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 01/14/99 385 36.75
CRUT dated October 27,
1998
Barbara S. Federico Barbara S. Federico 1998 Spouse 01/15/99 192 37.00
CRUT dated October 27,
1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 01/08/99 770 35.00
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 01/11/99 1,153 35.13
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 01/12/99 1,923 36.00
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 01/13/99 1,923 35.00
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 01/14/99 1,538 36.50
NIM-CRUT dated
October 27, 1998<PAGE>
CUSIP No. 582266 10 2 13D Page 50
Number of
Date of Shares of Price per
Reporting Person Trust Transaction Common Stock Share
Anne S. Whitten Anne S. Whitten 1998 Spouse 01/14/99 385 36.75
NIM-CRUT dated
October 27, 1998
Anne S. Whitten Anne S. Whitten 1998 Spouse 01/15/99 192 37.00
NIM-CRUT dated
October 27, 1998
John W. Sparks John W. Sparks 1998 Spouse CRUT 01/08/99 769 35.00
dated October 27, 1998
John W. Sparks John W. Sparks 1998 Spouse CRUT 01/11/99 1,154 35.13
dated October 27, 1998
John W. Sparks John W. Sparks 1998 Spouse CRUT 01/12/99 1,923 36.00
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 01/13/99 1,923 35.00
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 01/14/99 1,538 36.50
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 01/14/99 385 36.75
dated October 27, 1998
John W. Sparks John W. Sparks 1998 NIM-CRUT 01/15/99 192 37.00
dated October 27, 1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 01/08/99 769 35.00
CRUT dated October 27,
1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 01/11/99 1,154 35.13
CRUT dated October 27,
1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 01/12/99 1,923 36.00
CRUT dated October 27,
1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 01/13/99 1,923 35.00
CRUT dated October 27,
1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 01/14/99 1,539 36.50
CRUT dated October 27,
1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 01/14/99 384 36.75
CRUT dated October 27,
1998
Christina S. Duncan Christina S. Duncan 1998 Spouse 01/15/99 192 37.00
CRUT dated October 27,
1998
<PAGE>
CUSIP No. 582266 10 2 13D Page 51
The Lumpkin N/A 01/08/99 769 35.00
Foundation
Christina S. Duncan Christina S. Duncan 1998 Spouse 01/11/99 1,154 35.13
CRUT dated October 27,
1998
The Lumpkin N/A 01/11/99 1,154 35.13
Foundation
The Lumpkin N/A 01/12/99 1,924 36.00
Foundation
The Lumpkin N/A 01/13/99 1,923 35.00
Foundation
The Lumpkin N/A 01/14/99 1,538 36.50
Foundation
The Lumpkin N/A 01/14/99 385 36.75
Foundation
The Lumpkin N/A 01/15/99 192 37.00
Foundation
</TABLE>
Except for these transactions, none of the Reporting Persons
or to their knowledge any of the other Former CCI Shareholders has
effected any transaction in the Common Stock during the past 60 days.
The Reporting Persons have no information as to whether any of the
other 1997 Principal Stockholders has effected any other transactions
in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
The 1997 Principal Stockholders (including the Reporting
Persons) and the Company have, with respect to the respective shares
of capital stock of the Company owned by each such 1997 Principal
Stockholder (exclusive of shares transferred to such stockholder after
September 24, 1998), entered into the 1997 Stockholders' Agreement,
effective September 24, 1997. Pursuant to the 1997 Stockholders'
Agreement, each of the distributees of shares from a 1993 Grantor
Retained Annuity Trust (as described in Item 5(c) above) and Gail
Gawthrop Lumpkin have agreed, as a condition to the transfer of the<PAGE>
CUSIP No. 582266 10 2 13D Page 52
shares, to be bound by the terms of the 1997 Stockholders' Agreement.
The 1997 Stockholders' Agreement provides that each 1997 Principal
Stockholder, for so long as such 1997 Principal Stockholder owns at
least 10% (treating Richard A. Lumpkin and the other Former CCI
Shareholders as a single 1997 Principal Stockholder for this purpose)
of the outstanding capital stock of the Company (but in no event
longer than three years), shall vote such 1997 Principal Stockholder's
stock and take all action within its power to: (i) establish the size
of the Board of Directors of the Company at up to eleven directors;
(ii) cause to be elected to the Board of Directors of the Company one
director designated by IES (for so long as IES owns at least 10% of
the outstanding capital stock of the Company); (iii) cause to be
elected to the Board of Directors of the Company one director
designated by MHC (for so long as MHC owns at least 10% of the
outstanding capital stock of the Company); (iv) cause Richard A.
Lumpkin to be elected to the Board of Directors of the Company (for so
long as Mr. Lumpkin and the other Former CCI Shareholders collectively
own at least 10% of the outstanding capital stock of the Company); (v)
cause to be elected to the Board of Directors of the Company three
directors who are executive officers of the Company 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 Company); and
(vi) cause to be elected to the Board of Directors of the Company four
non-employee directors nominated by the Board of Directors of the
Company.
The 1997 Stockholders' Agreement also provides that, for a
period which ended September 24, 1998, subject to certain exceptions,
the 1997 Principal Stockholders (including the Reporting Persons)
would not sell or otherwise dispose of any equity securities of the
Company without the consent of the Board of Directors of the Company.
The foregoing description of the 1997 Stockholders'
Agreement is qualified in its entirety by reference to the 1997
Stockholders' Agreement which was filed as an exhibit to the original
filing of this Schedule and is incorporated herein by reference.
The 1998 Principal Stockholders and the Company have, with
respect to the respective shares of capital stock of the Company owned
by each such 1998 Principal Stockholder, entered into the 1998
Stockholders' Agreement, effective November 18, 1998.
The 1998 Stockholders' Agreement provides that until
December 31, 2001 (the "Expiration Date"), the 1998 Principal
Stockholders will not offer, sell, contract to sell, grant any option
to purchase or otherwise dispose of, directly or indirectly,
("Transfer"), any equity securities of the Company, or any other
securities convertible into or exercisable for such equity securities,
beneficially owned by such 1998 Principal Stockholder without
receiving the prior written consent of the Board of Directors of the
Company, except for certain permitted transfers as provided under the<PAGE>
CUSIP No. 582266 10 2 13D Page 53
1998 Stockholders' Agreement. The 1998 Stockholders' Agreement
further provides that the Board of Directors shall determine on a
quarterly basis commencing with the quarter ending December 31, 1998
and ending on the Expiration Date, the aggregate number, if any, of
shares of Common Stock (not to exceed in the aggregate 150,000 shares
per quarter) that the 1998 Principal Stockholders may Transfer during
certain designated trading periods following the release of the
Company's quarterly or annual financial results.
The 1998 Stockholders' Agreement provides that to the extent
the Board of Directors grants registration rights to a Principal
Stockholder in connection with a Transfer of securities of the Company
by such Principal Stockholder, it will grant similar registration
rights to the other parties as set forth in the 1998 Stockholders'
Agreement. In addition, the 1998 Stockholders' Agreement provides
that the Board of Directors shall determine on an annual basis
commencing with the year ending December 31, 1999 and ending on the
Expiration Date (each such year, an "Annual Period"), the aggregate
number, if any, of shares of Common Stock (not to exceed in the
aggregate on an annual basis a number of shares equal to 15% of the
total number of shares of Common Stock beneficially owned by the 1998
Principal Stockholders as of December 31, 1998) (the "Registrable
Amount"), to be registered by the Company under the Securities Act,
for Transfer by the 1998 Principal Stockholders. The 1998
Stockholders' Agreement also provides that in any underwritten primary
offering (other than pursuant to a registration statement on Form S-4
or Form S-8 or any successor forms thereto or other form which would
not permit the inclusion of shares of Common Stock of the 1998
Principal Stockholders), the Company will give written notice of such
offering to the 1998 Principal Stockholders and will undertake to
register the shares of Common Stock of such parties up to the
Registrable Amount, if any, as determined by the Board. The 1998
Stockholders' Agreement provides that the Company may subsequently
determine not to register any shares of the 1998 Principal
Stockholders under the Securities Act and may either not file a
registration statement or otherwise withdraw or abandon a registration
statement previously filed.
The 1998 Stockholders' Agreement terminates on the
Expiration Date. In addition, if during any Annual Period the Company
has not provided a 1998 Principal Stockholder a reasonable opportunity
to Transfer pursuant to the registration of securities under the
Securities Act or pursuant to certain other provisions of the 1998
Stockholders' Agreement on the terms therein specified an aggregate
number of shares of Common Stock equal to not less than 15% of the
total number of shares of Common Stock beneficially owned by such 1998
Principal Stockholder as of December 31, 1998, then such 1998
Principal Stockholder may terminate the 1998 Stockholders' Agreement
as applied to such 1998 Principal Stockholder within 10 business days
following the end of any such Annual Period.<PAGE>
CUSIP No. 582266 10 2 13D Page 54
The 1998 Stockholders' Agreement also contains provisions
relating to the designation and election of directors to the Company's
Board of Directors which provisions take effect on the terms and under
the circumstances specified therein.
The foregoing description of the 1998 Stockholders'
Agreement is qualified in its entirety by reference to the 1998
Stockholders' Agreement which was filed as an exhibit to the Company's
Current Report on Form 8-K, filed on November 19, 1998, and is
incorporated herein by reference.
In connection with the Company's pending acquisition of
Ovation Communications, Inc. ("Ovation"), the Company, IES Investments
Inc., Clark E. McLeod, Mary E. McLeod, Richard A. Lumpkin and Gail G.
Lumpkin have entered into the 1999 Stockholders' Agreement with
certain Stockholders of Ovation pursuant to which, among other things,
such Ovation stockholders agree to certain restrictions on the
transfer of Common Stock and the designation and election of directors
to the Company's Board of Directors. The other former CCI
shareholders who are parties to the 1998 Stockholders' Agreement,
along with certain permitted transferees, are expected to become
parties to the 1999 Stockholders' Agreement but had not yet executed
the 1999 Stockholders' Agreement at the time of this filing.
The foregoing description of the 1999 Stockholders'
Agreement is qualified in its entirety by reference to the 1999
Stockholders' Agreement which was filed as an exhibit to the Company's
current Report on Form 8-K, filed on January 14, 1999, and is
incorporated herein by reference.
On or about October 28, 1998, the trustees of the charitable
remainder unitrusts named Steven L. Grissom as agent with respect to
the sale of shares from those trusts.
On or about November 23, 1998, the trustees of the 1990
Personal Income Trusts named Richard A. Lumpkin as agent with respect
to the sale of shares from those trusts.
Steven L. Grissom participates in the Company's Employee
Stock Purchase Plan. Pursuant to such plan, he acquired 806 shares of
Common Stock on January 4, 1999 at approximately $27.92 per share.
Item 7. Materials to be Filed as Exhibits.
1. Stockholders' Agreement dated as of June 14, 1997, among the
Company, other Former CCI Shareholders (including the Reporting
Persons, IES, Midwest Capital Group, Inc., MHC, Clark E. McLeod and
Mary E. McLeod, together with Amendment No. 1 to Stockholders'
Agreement dated as of September 19, 1997. (Incorporated by reference
to the Exhibit of the same number to the original Schedule 13D, filed
October 6, 1997.)
<PAGE>
CUSIP No. 582266 10 2 13D Page 55
2. Stockholders' Agreement, dated as of November 18, 1998,
among the Company, IES, Clark E. McLeod, Mary E. McLeod, Richard A.
Lumpkin, Gail G. Lumpkin and certain former CCI shareholders and
certain permitted transferees of former CCI shareholders listed on
Schedule I thereto. (Incorporated by reference to the Exhibit 99.1 of
the 8-K, filed by the Company on November 19, 1998.)
3. Stockholders' Agreement, dated as of January 7, 1999, among
the Company, IES, Clark E. McLeod, Mary E. McLeod, Richard A. Lumpkin,
Gail G. Lumpkin, M/C Investors L.L.C. and Media/Communications
Partners II Limited Partnership. (Incorporated by reference to the
Exhibit 4.1 of the 8-K, filed by the Company on January 14, 1999.)
4. Power of Attorney, made by Elizabeth L. Celio on December 7,
1998, authorizing Steven L. Grissom to act on her behalf with respect
to filings with the Securities and Exchange Commission.
5. Joint Filing Agreement set forth below.
JOINT FILING AGREEMENT
By signing this Schedule 13D/A below, each of the Reporting
Persons agrees pursuant to Rule 13d-1(f) that this Amendment to
Schedule 13D is filed on behalf of each Reporting Person.<PAGE>
CUSIP No. 582266 10 2 13D Page 56
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Date: January 18, 1999
Richard A. Lumpkin
Gail Gawthrop Lumpkin
Benjamin I. Lumpkin
Elizabeth L. Celio*
By: Steven L. Grissom
Attorney in Fact
*See Exhibit 4
CUSIP No. 582266 10 2 13D Page 57
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,<PAGE>
CUSIP No. 582266 10 2 13D Page 58
EXHIBIT 4
stocks, bonds, securities, or other property paid to or delivered to
my attorney, or my attorney's substitute, pursuant to the provisions
hereof.
This power of attorney shall be governed by the laws of
Illinois.
Reproductions of this executed original (with reproduced
signatures and the certificate of acknowledgment) shall be deemed to
be original counterparts of this power of attorney.
/s/ 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<PAGE>
CUSIP No. 582266 10 2 13D Page 59
SCHEDULE A
The following information sets forth the name, business or
residence address and present principal occupation of the Former CCI
Shareholders (including the Reporting Persons) and includes each of
the directors and executive officers of The Lumpkin Foundation (the
"Foundation"). Except as set forth in Item 5 of this Schedule 13D,
none of the directors or executive officers of the Foundation is the
beneficial owner of any Common Stock of the Company.
<TABLE>
<CAPTION>
<S> <C> <C>
Name Occupation Address
Susan T. DeWyngaert Physician 335 South 7th Street
Philadelphia, Pennsylvania 19106
Christina L. Duncan Homemaker; (Director of the 194 North Bald Hill Road
(aka Christina Sparks Duncan) Foundation) New Canaan, Connecticut 06840
Barbara L. Federico Homemaker 4840 Ashville Bay Road
(aka Barbara Sparks Federico) Ashville, New York 14710
Steven L. Grisson Treasurer of Illinois 121 South 17th Street
Consolidated Telephone Company Mattoon, Illinois 61938
David R. Hodgman Attorney Schiff Hardin & Waite
7300 Sears Tower
Chicago, Illinois 60606
Joseph J. Keon III Owner of Parissound c/o Keon Associates
Communications, Author/ 16 Miller Avenue, Suite 203
Filmmaker Mill Valley, California 94941
Liese A. Keon Management Consultant 2868 South Lakeridge Trail
Boulder, Colorado 80302
Margaret L. Keon Owner of Keon Associates, Career c/o Keon Associates
Consultant; (Director and Vice 16 Miller Avenue, Suite 203
President of the Foundation) Mill Valley, California 94941
Margaret Lynley Keon Investment Banker 56 Bourne St.
London, England SW1W8JD
Benjamin I. Lumpkin Graduate Student 1316 West Howard St., #1
Chicago, Illinois 60626
Elizabeth L. Celio (aka Director of 815 Columbian
Elizabeth A. Lumpkin) the Foundation Oak Park, Illinois 60302
Richard A. Lumpkin Chief Executive Officer of Illinois Consolidated
Illinois Consolidated Telephone Telephone Company
Company; Vice Chairman of 121 South 17th Street
McLeodUSA Incorporated (Director Mattoon, Illinois 61938
and Treasurer of the Foundation)<PAGE>
CUSIP No. 582266 10 2 13D Page 60
Name Occupation Address
John W. Sparks Owner of Knave of All Trades, 229 Saavedra, S.W.
Cabinet Maker/Construction Albuquerque, New Mexico 87105
Mary Lee Sparks Homemaker; (Director and 2438 Campbell Road, N.W.
President of the Foundation) Albuquerque, New Mexico 87104
Pamela Keon Vitale Keon Associates, Career c/o Keon Associates
Consultant; (Director of the 16 Miller Avenue, Suite 203
Foundation) Mill Valley, California 94941
Anne R. Whitten Homemaker 38 Goodhue Road
(aka Anne Sparks Whitten) Windham, New Hampshire 03087
</TABLE>
