<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check this box if no longer subject to Section 16. Form 4 or
Form 5 obligations may continue. See Instructions 1(b).
( ) Form 3 Holdings Reported.
(X) Form 4 Transactions Reported.
1. Name and Address of Reporting Person:
Richard A. Lumpkin
121 South 17th Street
Mattoon, Illinois 61938
U.S.A.
2. Issuer Name and Ticker or Trading Symbol:
McLeodUSA Incorporated
MCLD
3. IRS or Social Security Number of Reporting Person (Voluntary):
4. Statement for Month/Year:
December, 1998
5. If Amendment, Date of Original (Month/Year):
6. Relationship of Reporting Person(s) to Issuer (Check all
applicable):
(x) Director ( ) 10% Owner (x) Officer (give title below) (x)
Other (specify below)
Vice Chairman
Member of 13(d) group owning more than 10%
7. Individual or Joint/Group Filing (Check Applicable Line):
(x) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person<PAGE>
<TABLE>
<CAPTION>
Table I -- Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
<S> <C> <C> <C> <C> <C> <C>
5. Amount
of Securities
Beneficially 6. Owner- 7. Nature of
2. Trans- Owned at End ship Form: Indirect
1. Title of action 3. Trans- 4. Securities Acquired (A) of Month Direct (D) or Beneficial
Security Date (Month/ action Code or Disposed of (D) (Instr. 3 Indirect (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) and 4) (Instr. 4) (Instr. 4)
----------- ------------ ----------- -------------------------- ------------- ------------- ------------
Code V Amount (A)or(D) Price
</TABLE>
<TABLE>
<CAPTION>
Table II -- Derivative Securities Acquired,
Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
9.
Number of 10.
5. Deri- Ownership
2. Number of vative Form of
Conver- Derivative 6. Securities Deriva-
1. sion or 3. Securities Date 7. 8. Benefi- tive 11.
Title Exercise Trans- 4. Acquired (A) Exercis- Title Price cially Security: Nature
of Deri- Price of action Trans- or Disposed able and and Amount of of Deri- Owned Direct (D) of Indirect
vative Deriva- Date action of (D) Expiration Underlying vative at End of or In- Beneficial
Security tive (Month/ Code (Instr. 3, Date (Month/ Securities Security Month direct (I) Ownership
(Instr. 3)Security Day/Year) (Instr. 8) 4 and 5) Day/Year) (Instr. 3 and 4) (Instr. 5) (Instr. 4) (Instr. 4) (Instr. 4)
------------------ --------- ---------- ------------ ------------ ---------------- ---------- ---------- ---------- ----------
Code V (A) (D) Date Expir- Title Amount or
Exer- ation Number of
cis- Date Shares
able
Employee $29.75 12/31/98 4(1) (1) 12/31/08 Class A 40,000 40,000 D
Stock Common
Option Stock
(right to
buy) (1)
</TABLE>
(1) The employee stock option dated 12/31/98 vests in four equal
annual installments which begin on December 31, 1999.<PAGE>
SIGNATURE OF REPORTING PERSON:
Richard A. Lumpkin*
By: Steven L. Grissom
Attorney in Fact
DATE: February 8, 1999
*See Exhibit 1<PAGE>
EXHIBIT 1
POWER OF ATTORNEY
-----------------
Power of Attorney made this 31st day of December, 1998:
I, RICHARD A. LUMPKIN of 5 Lafayette Avenue, Mattoon,
Illinois 61938, hereby appoint Steven L. Grissom, of 21 South Country
Club Road, Mattoon, Illinois 61938, as my attorney-in-fact for the
purpose of taking the actions set forth below:
1. To execute and file on my behalf, individually or in any
fiduciary or other capacity, reports and other forms with the
Securities and Exchange Commission relating to shares of Class A
Common Stock of McLeodUSA Incorporated acquired, beneficially owned,
held or disposed of by me, whether individually, as trustee of one or
more trusts, or otherwise;
2. To execute assignments and other instruments required
for the sale of shares of Class A Common Stock of McLeodUSA
Incorporated; and
3. To execute account agreements and all other documents
required to open or to close on my behalf accounts with any bank,
trust company, savings association, broker or other depository or
agent and to deposit in or transfer between any such account held in
my name any monies or other property and to examine or receive related
records, including canceled checks.
The powers and authorities granted herein shall not be
affected, impaired or exhausted by any nonexercise or by any one or
more exercises thereof. My attorney shall exercise or fail to
exercise the powers and authorities granted herein in each case as my
attorney, in my attorney's own absolute discretion, deems desirable or
appropriate under existing circumstances.
This Power of Attorney is effective immediately and will
remain in effect, even though I become incapacitated, until revoked by
a written instrument signed by me and delivered to my attorney. It is
my intent that the power granted herein shall continue without
interruption until my death, unless previously revoked by me.
This Power of Attorney shall not affect or impair the
validity of any other Power of Attorney that I have in force upon the
effective date of this instrument.
Any person, corporation, partnership, or other legal entity
dealing with my attorney may rely without inquiry upon my attorney's
certification that this instrument is still in effect. No person,
partnership, corporation, or legal entity relying on this power of
attorney in good faith and without actual notice of revocation shall
be required to see to the application and disposition of any moneys,
stocks, bonds, securities, or other property paid to or delivered to<PAGE>
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/ Richard A. Lumpkin
----------------------------------
Principal
Specimen signature of my attorney:
/s/Steven L. Grissom
------------------------------ -----------------------------------
Steven L. Grissom Principal (as witness to attorney's
signature)
STATE OF ILLINOIS )
) ss
COUNTY OF COLES )
I, a Notary Public, in and for said County and State, hereby
certify that RICHARD A. LUMPKIN, personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared
before me this day in person and acknowledged that he signed that
instrument as his free and voluntary act, for the uses and purposes
therein set forth.
Given under my hand and notarial seal this 31st day of
December, 1998.
/s/ Renee Spitz
-----------------------------------
Notary Public
Renee Spitz
This document was prepared by: Notary Public, State of Illinois
My Commission expires Oct. 1, 2000
Debra L. Stetter
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
