<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
----------
McLeodUSA Incorporated
----------------------
(Name of Issuer)
Class A Common Stock
--------------------
(Title of Class of Securities)
582266 10 2
-----------
(CUSIP Number)
Randall Rings, c/o McLeodUSA
----------------------------
Incorporated, McLeodUSA Technology Park, 6400 C Street, SW, P.O. Box 3177,
- -----------------------------------------------------------------------------
Cedar Rapids, IA 52406-3177 (319) 364-0000
------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 18, 1998
-----------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S) 240.13d-1(e), 240.13-1(f) or 240.13d-1(g), check the
following box. [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S) 240.13d-7(b) for other
parties to whom copies are to be sent.
*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 ("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>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 582266 10 2 Page 2 of 15 Pages
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Clark E. McLeod
c/o McLeodUSA Incorporated
McLeodUSA Technology Park
6400 C Street, SW, P.O. Box 3177
Cedar Rapids, Iowa 52406-3177
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
4,823,814
NUMBER OF
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,746,471 See Item 5
EACH
REPORTING ----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,823,814
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
450,000
-----------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,570,285
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
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CUSIP No. 582266 10 2 Page 3 of 15 Pages
- --------------------------------------------------------------------------------
SCHEDULE 13D
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Mary E. McLeod
c/o McLeodUSA Incorporated
McLeodUSA Technology Park
6400 C Street, SW, P.O. Box 3177
Cedar Rapids, Iowa 52406-3177
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,746,471 See Item 5
OWNED BY
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,296,471
WITH
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
450,000
----------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,746,471
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
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CUSIP No. 582266 10 2 Page 4 of 15 Pages
- --------------------------------------------------------------------------------
This statement amends the Schedule 13D filed by Clark E. McLeod and
his wife, Mary E. McLeod (together, the "Reporting Persons") with the Securities
and Exchange Commission (the "Commission") on June 24, 1996, as amended by
Amendment No. 1 to the Schedule 13D, filed with the Commission on April 10,
1997, and as amended by Amendment No. 2 to the Schedule 13D, filed with the
Commission on March 4, 1998, relating to the Class A Common Stock, par value
$.01 per share (the "Class A Common Stock"), of McLeod USA Incorporated (the
"Company").
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Item 3 is hereby amended by adding the following supplemental
information:
On October 30, 1998, Clark E. McLeod exercised options granted to him
by the Company and acquired 123,750 shares of Class A Common Stock for a
purchase price of $.88 per share. The funds used to purchase these shares came
from the Reporting Persons' personal funds.
Item 4. Purpose of Transaction
----------------------
Item 4 is hereby amended by adding the following supplemental
information:
The Reporting Persons have acquired the shares of Class A Common Stock
described in Item 3 above for investment. The Reporting Persons may, from time
to time, depending upon market conditions and other factors deemed relevant by
the Reporting Persons, acquire or dispose (subject to certain restrictions on
transfer as set forth in the Stockholders' Agreements (as defined below)) of
additional shares of Class A Common Stock.
Except as described in this Schedule 13D report, the Reporting Persons
have no present plans or proposals that relate to or would result in any of the
actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 is hereby amended and restated in its entirety as follows:
(a) As of April 16, 1999, Clark E. McLeod beneficially owns an
aggregate of 9,570,285 shares of Class A Common Stock which represents
approximately 12.8% of the shares of Class A Common Stock outstanding as of
April 16, 1999. The shares beneficially owned by Clark E. McLeod include
4,296,471 shares held of record by Mary E. McLeod and also include (i) 125,000
shares of Class A Common Stock held by the Clark E. McLeod Unitary Trust and
125,000 shares of Class A Common Stock held by the Mary E. McLeod Unitary Trust
for which Mr. McLeod is a trustee and over which Mr. McLeod has shared voting
and dispositive power and (ii) 200,000 shares of Class A Common Stock held by
the McLeod Charitable Foundation, Inc. for which Mr. McLeod is a director and
over which Mr. McLeod has shared voting and dispositive power. Mary E. McLeod
has granted Clark E. McLeod a power of attorney to vote her respective shares.
The amount reported as beneficially owned by Clark E. McLeod also includes
235,623 shares of Class A Common Stock that Mr. McLeod has the right to purchase
within 60 days pursuant to outstanding options.
As of April 16, 1999, Mary E. McLeod beneficially owns an aggregate of
4,746,471 shares of Class A Common Stock which represents approximately 6.4% of
the shares of Class A Common Stock outstanding as of April 16, 1999. The shares
beneficially owned by Mary E. McLeod include (i) 125,000 shares of Class A
Common Stock held by the Clark E. McLeod Unitary Trust and 125,000 shares of
Class A Common Stock held by the Mary E. McLeod Unitary Trust for which Mrs.
McLeod is a trustee and over which Mrs. McLeod has shared voting and dispositive
power and (ii) 200,000 shares of Class A Common Stock held by the McLeod
Charitable Foundation, Inc. for which Mrs. McLeod is a director and over which
Mrs. McLeod has shared voting and dispositive power.
The Reporting Persons 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
<PAGE>
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CUSIP No. 582266 10 2 Page 5 of 15 Pages
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September 19, 1997 (the "1997 Stockholders' Agreement"), with the former
shareholders of Consolidated Communications Inc., an Illinois corporation
("CCI"), who acquired shares of Class A Common Stock on September 24, 1997
pursuant to an Agreement and Plan of Reorganization, dated as of June 14, 1997,
by and among CCI, the Company and Eastside Acquisition Co., or who received
distributions of shares of Class A 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. and the Company (such stockholder parties to the 1997
Stockholders' Agreement, the "1997 Principal Stockholders"), and, accordingly,
may be deemed to comprise a 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 32,859,515 shares of
Class A Common Stock which are subject to one or more of the Stockholders'
Agreements, which represents 43.1 percent of such shares of Class A Common Stock
outstanding as of April 16, 1999. In addition, the Reporting Persons are parties
to a Stockholders' Agreement dated as of November 18, 1998 (the "1998
Stockholders' Agreement"), with IES Investments Inc., certain Former CCI
Shareholders and certain permitted transferees of the Former CCI Shareholders
and the Company (such stockholder parties to the 1998 Stockholders' Agreement,
the "1998 Principal Stockholders"). The 1998 Principal Stockholders also are
parties to a Stockholders' Agreement, 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") with M/C
Investors L.L.C. ("M/C Investors") and Media/Communications Partners III Limited
Partnership ("M/C Partners" and together with M/C Investors, "M/C"), who
acquired shares of Class A Common Stock on March 31, 1999 pursuant to an
Agreement and Plan of Merger, dated as of January 7, 1999, by and among Ovation
Communications, Inc. ("Ovation"), the Company, Bravo Acquisition Corporation and
certain of the stockholders of Ovation. As a result of the 1999 Stockholders'
Agreement, the 1998 Principal Stockholders and M/C also may be deemed to
comprise a group within the meaning of Section 13(d)(3) of the Exchange Act.
The following table sets forth information regarding the shares of
Class A Common Stock beneficially owned by the 1997 Principal Stockholders and
M/C that are subject to one or more of the Stockholders' Agreements. Beneficial
ownership by the 1997 Principal Stockholders who are Former CCI Shareholders
reflects their status as trustees of the respective trusts set forth opposite
their names in the table and is based on the most recent Schedule 13D or
amendment thereto filed on their behalf that has come to the attention of the
Reporting Persons. Except as otherwise indicated, the information shown with
respect to each 1997 Principal Stockholder who is not a Former CCI Shareholder
(other than the Reporting Persons) and M/C 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.
<TABLE>
<CAPTION>
Percent of
Voting Number of Shares of Outstanding Class A
and Dispositive Class A Common Common
Trust Powers Stock Stock
----- --------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Clark E. McLeod and Mary E. N/A Sole and Shared 9,570,285 12.8
McLeod
Gail Gawthrop Lumpkin N/A Sole 311,127 0.4
Mary Lee Sparks and Steven L. Trust Agreement dated May 13, 1978 Shared 332,209 0.4
Grissom f/b/o Mary Lee Sparks
Bank One, Texas NA; Richard A. Richard Adamson Lumpkin Grandchildren's Shared 23,403 0.0
Lumpkin (power to direct vote Trust dated 9/5/80 f/b/o Joseph John
and investments) Keon III
</TABLE>
<PAGE>
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CUSIP No. 582266 10 2 Page 6 of 15 Pages
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<TABLE>
<CAPTION>
Percent of
Voting Number of Shares of Outstanding Class A
and Dispositive Class A Common Common
Trust Powers Stock Stock
----- --------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Bank One, Texas NA; Richard A. Richard Adamson Lumpkin Grandchildren's Shared 23,403 0.0
Lumpkin (power to direct vote Trust dated 9/5/80 f/b/o Katherine
and investments) Stoddert Keon
Bank One, Texas NA; Richard A. Richard Adamson Lumpkin Grandchildren's Shared 23,403 0.0
Lumpkin (power to direct vote Trust dated 9/5/80 f/b/o Lisa Anne Keon
and investments)
Bank One, Texas NA; Richard A. Richard Adamson Lumpkin Grandchildren's Shared 23,403 0.0
Lumpkin (power to direct vote Trust dated 9/5/80 f/b/o Margaret
and investments) Lynley Keon
Bank One, Texas NA; Richard A. Richard Adamson Lumpkin Grandchildren's Shared 23,403 0.0
Lumpkin (power to direct vote Trust dated 9/5/80 f/b/o Pamela Keon
and investments) Vitale
Bank One, Texas NA; Richard A. Richard Adamson Lumpkin Grandchildren's Shared 23,403 0.0
Lumpkin (power to direct vote Trust dated 9/5/80 f/b/o Susan Tamara
and investments) Keon DeWyngaert
Bank One, Texas NA; Richard A. Richard Adamson Lumpkin Grandchildren's Shared 54,688 0.1
Lumpkin (power to direct vote Trust dated 9/5/80 f/b/o Benjamin
and investments) Iverson Lumpkin
Bank One, Texas NA; Richard A. Richard Adamson Lumpkin Grandchildren's Shared 54,688 0.1
Lumpkin (power to direct vote Trust dated 9/5/80 f/b/o Elizabeth
and investments) Arabella Lumpkin
Bank One, Texas NA; Richard A. Richard Adamson Lumpkin Grandchildren's Shared 31,176 0.0
Lumpkin (power to direct vote Trust dated 9/5/80 f/b/o Anne Romayne
and investments) Sparks
Bank One, Texas NA; Richard A. Richard Adamson Lumpkin Grandchildren's Shared 31,176 0.0
Lumpkin (power to direct vote Trust dated 9/5/80 f/b/o Barbara Lee
and investments) Sparks
Bank One, Texas NA; Richard A. Richard Adamson Lumpkin Grandchildren's Shared 31,176 0.0
Lumpkin (power to direct vote Trust dated 9/5/80 f/b/o Christina
and investments) Louise Sparks
</TABLE>
<PAGE>
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CUSIP No. 582266 10 2 Page 7 of 15 Pages
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Percent of
Voting Number of Shares of Outstanding Class A
and Dispositive Class A Common Common
Trust Powers Stock Stock
----- --------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Bank One, Texas NA; Richard A. Richard Adamson Lumpkin Grandchildren's Shared 31,176 0.0
Lumpkin (power to direct vote Trust dated 9/5/80 f/b/o John Woodruff
and investments) Sparks
Bank One, Texas NA; Richard A. Trust named for Joseph John Keon III Shared 169,891 0.2
Lumpkin (power to direct vote created under the Mary Green Lumpkin
and investments) Gallo Trust Agreement dated December 29,
1989
Bank One, Texas NA; Richard A. Trust named for Katherine Stoddert Keon Shared 169,891 0.2
Lumpkin (power to direct vote created under the Mary Green Lumpkin
and investments) Gallo Trust Agreement dated December 29,
1989
Bank One, Texas NA; Richard A. Trust named for Lisa Anne Keon created Shared 54,891 0.1
Lumpkin (power to direct vote under the Mary Green Lumpkin Gallo
and investments) Trust Agreement dated December 29, 1989
Bank One, Texas NA; Richard A. Trust named for Margaret Lynley Keon Shared 154,891 0.2
Lumpkin (power to direct vote created under the Mary Green Lumpkin
and investments) Gallo Trust Agreement dated December
29, 1989
Bank One, Texas NA; Richard A. Trust named for Pamela Keon Vitale Shared 154,891 0.2
Lumpkin (power to direct vote created under the Mary Green Lumpkin
and investments) Gallo Trust Agreement dated December
29, 1989
Bank One, Texas NA; Richard A. Trust named for Susan Tamara Keon Shared 154,891 0.2
Lumpkin (power to direct vote created under the Mary Green Lumpkin
and investments) Gallo Trust Agreement dated December
29, 1989
Bank One, Texas NA; Richard A. Trust named for Benjamin Iverson Shared 308,965 0.4
Lumpkin (power to direct vote Lumpkin created under the Mary Green
and investments) Lumpkin Gallo Trust Agreement dated
December 29, 1989
</TABLE>
<PAGE>
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CUSIP No. 582266 10 2 Page 8 of 15 Pages
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Percent of
Voting Number of Shares of Outstanding Class A
and Dispositive Class A Common Common
Trust Powers Stock Stock
----- --------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Bank One, Texas NA; Richard A. Trust named for Elizabeth Arabella Shared 308,965 0.4
Lumpkin (power to direct vote Lumpkin created under the Mary Green
and investments) Lumpkin Gallo Trust Agreement dated
December 29, 1989
Bank One, Texas NA; Richard A. Trust named for Anne Romayne Sparks Shared 93,459 0.1
Lumpkin (power to direct vote created under the Mary Green Lumpkin
and investments) Gallo Trust Agreement dated December 29,
1989
Bank One, Texas NA; Richard A. Trust named for Barbara Lee Sparks Shared 43,459 0.1
Lumpkin (power to direct vote created under the Mary Green Lumpkin
and investments) Gallo Trust Agreement dated December 29,
1989
Bank One, Texas NA; Richard A. Trust named for Christina Louise Sparks Shared 43,459 0.1
Lumpkin (power to direct vote created under the Mary Green Lumpkin
and investments) Gallo Trust Agreement dated December 29,
1989
Bank One, Texas NA; Richard A. Trust named for John Woodruff Sparks Shared 43,459 0.1
Lumpkin (power to direct vote created under the Mary Green Lumpkin
and investments) Gallo Trust Agreement dated December 29,
1989
Benjamin I. Lumpkin and Benjamin I. Lumpkin Holdback Trust Shared 48,328 0.1
Elizabeth L. Celio under the Richard Anthony Lumpkin 1993
Grantor Retained Annuity Trust
Benjamin I. Lumpkin and Elizabeth A. Lumpkin Holdback Trust Shared 48,328 0.1
Elizabeth L. Celio under the Richard Anthony Lumpkin 1993
Grantor Retained Annuity Trust
Mary Lee Sparks N/A Sole 196,678 0.3
Anne R. Whitten N/A Sole 22,359 0.0
Barbara L. Federico N/A Sole 22,360 0.0
Christina L. Duncan N/A Sole 22,359 0.0
</TABLE>
<PAGE>
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CUSIP No. 582266 10 2 Page 9 of 15 Pages
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<TABLE>
<CAPTION>
Percent of
Voting Number of Shares of Outstanding Class A
and Dispositive Class A Common Common
Trust Powers Stock Stock
----- --------------- -------------------- --------------------
<S> <C> <C> <C> <C>
John W. Sparks N/A Sole 22,360 0.0
Margaret L. Keon (settlor and Margaret Lumpkin Keon Trust dated May Sole 506,461 0.7
trustee) 13, 1978
Pamela K. Vitale and Joseph J. Joseph J. Keon, III Holdback Trust Shared 16,057 0.0
Keon III under Margaret L. Keon 1993 Grantor
Retained Annuity Trust
Pamela K. Vitale and Joseph J. Katherine S. Keon Holdback Trust under Shared 16,057 0.0
Keon III Margaret L. Keon 1993 Grantor Retained
Annuity Trust
Pamela K. Vitale N/A Sole 16,058 0.0
Liese A. Keon N/A Sole 16,058 0.0
Susan T. DeWyngaert N/A Sole 16,058 0.0
Margaret Lynley Keon N/A Sole 16,058 0.0
Steven L. Grissom and David R. Margaret L. Keon 1990 Personal Income Shared 75,037 0.1
Hodgman; Richard A. Lumpkin Trust for the Benefit of Joseph John
(power to direct sale of shares) Keon III dated April 20, 1990
Steven L. Grissom and David R. Margaret L. Keon 1990 Personal Income Shared 75,037 0.1
Hodgman; Richard A. Lumpkin Trust for the Benefit of Katherine
(power to direct sale of shares) Stoddert Keon dated April 20, 1990
Steven L. Grissom and David R. Margaret L. Keon 1990 Personal Income Shared 75,037 0.1
Hodgman; Richard A. Lumpkin Trust for the Benefit of Lisa Anne Keon
(power to direct sale of shares) dated April 20, 1990
Steven L. Grissom and David R. Margaret L. Keon 1990 Personal Income Shared 75,037 0.1
Hodgman; Richard A. Lumpkin Trust for the Benefit of Margaret
(power to direct sale of shares) Lynley Keon dated April 20, 1990
Steven L. Grissom and David R. Margaret L. Keon 1990 Personal Income Shared 75,037 0.1
Hodgman; Richard A. Lumpkin Trust for the Benefit of Pamela Keon
(power to direct sale of shares) Vitale dated April 20, 1990
</TABLE>
<PAGE>
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CUSIP No. 582266 10 2 Page 10 of 15 Pages
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Percent of
Voting Number of Shares of Outstanding Class A
and Dispositive Class A Common Common
Trust Powers Stock Stock
----- --------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Steven L. Grissom and David R. Margaret L. Keon 1990 Personal Income Shared 75,037 0.1
Hodgman; Richard A. Lumpkin Trust for the Benefit of Susan Tamara
(power to direct sale of shares) Keon DeWyngaert dated April 20, 1990
Steven L. Grissom and David R. Richard Anthony Lumpkin 1990 Personal Shared 724,601 1.0
Hodgman; Richard A. Lumpkin Income Trust for the Benefit of
(power to direct sale of shares) Benjamin Iverson Lumpkin dated April
20, 1990
Steven L. Grissom and David R. Richard Anthony Lumpkin 1990 Personal Shared 724,601 1.0
Hodgman; Richard A. Lumpkin Income Trust for the Benefit of
(power to direct sale of shares) Elizabeth Arabella Lumpkin dated April
20, 1990
Steven L. Grissom and David R. Mary Lee Sparks 1990 Personal Income Shared 150,224 0.2
Hodgman; Richard A. Lumpkin Trust for the Benefit of Anne Romayne
(power to direct sale of shares) Sparks dated April 20, 1990
Steven L. Grissom and David R. Mary Lee Sparks 1990 Personal Income Shared 150,224 0.2
Hodgman; Richard A. Lumpkin Trust for the Benefit of Barbara Lee
(power to direct sale of shares) Sparks dated April 20, 1990
Steven L. Grissom and David R. Mary Lee Sparks 1990 Personal Income Shared 150,224 0.2
Hodgman; Richard A. Lumpkin Trust for the Benefit of Christina
(power to direct sale of shares) Louise Sparks dated April 20, 1990
Steven L. Grissom and David R. Mary Lee Sparks 1990 Personal Income Shared 150,224 0.2
Hodgman; Richard A. Lumpkin Trust for the Benefit of John Woodruff
(power to direct sale of shares) Sparks dated April 20, 1990
Bank One, Texas NA; Richard A. Richard Anthony Lumpkin Trust under the Shared 1,822 0.0
Lumpkin (power to direct vote Trust Agreement dated February 6, 1970
and investments)
Bank One, Texas NA; Richard A. Margaret Anne Keon Trust under the Shared 60,619 0.1
Lumpkin (power to direct vote Trust Agreement dated February 6, 1970
and investments)
Bank One, Texas NA; Richard A. Mary Lee Sparks Trust under the Trust Shared 107,030 0.1
Lumpkin (power to direct vote Agreement dated February 6, 1970
and investments)
</TABLE>
<PAGE>
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CUSIP No. 582266 10 2 Page 11 of 15 Pages
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Percent of
Voting Number of Shares of Outstanding Class A
and Dispositive Class A Common Common
Trust Powers Stock Stock
----- --------------- -------------------- --------------------
<S> <C> <C> <C> <C>
The Lumpkin Foundation N/A Sole 196,164 0.3
Richard A. Lumpkin N/A Sole 11,250 /1/ 0.0
-
Steven L. Grissom N/A Sole 7,056 /2/ 0.0
-
IES Investments Inc. /3/ N/A Shared 10,278,288 13.5
MHC Investment Company /4/ N/A Sole 6,741,116 9.0
Media/Communications Partners N/A Sole 3,728,608 5.0
III Limited Partnership
M/C Investors L.L.C. N/A Sole 185,251 0.2
</TABLE>
(b) The number of shares of Class A Common Stock as to which Clark E.
McLeod has
<TABLE>
<CAPTION>
<S> <C>
(i) sole power to vote or direct the vote 4,823,814
(ii) shared power to vote or direct the vote 4,746,471
(iii) sole power to dispose or direct the disposition 4,823,814
(iv) shared power to dispose or direct the disposition 450,000
The number of shares of Class A Common Stock as to which
Mary E. McLeod has
(i) sole power to vote or direct the vote 0
(ii) shared power to vote or direct the vote 4,746,471
(iii) sole power to dispose or direct the disposition 4,296,471
(iv) shared power to dispose or direct the disposition 450,000
</TABLE>
/1/ Consists of 11,250 shares underlying presently exercisable options.
-
/2/ Includes 6,250 shares underlying presently exercisable options.
-
/3/ On April 21, 1998, a three-way business combination (the "Merger") between
-
WPL Holdings, Inc., ("WPLH"), IES Industries Inc. ("IES") and Interstate Power
Company ("IPC") was consummated. In the Merger, WPLH, as the surviving holding
company, changed its name to Interstate Energy Corporation ("IEC"). Prior to
the Merger, IES Investments Inc. was an indirect wholly owned subsidiary of IES.
As a result of the Merger, IEC may be deemed to beneficially own the shares of
Class A Common Stock held by IPC and IES Investments Inc.
/4/ Based on information provided by the Company.
-
<PAGE>
- --------------------------------------------------------------------------------
CUSIP No. 582266 10 2 Page 12 of 15 Pages
- --------------------------------------------------------------------------------
(c) On October 30, 1998, Clark E. McLeod exercised options granted to
him by the Company and acquired 123,750 shares of Class A Common Stock for a
purchase price of $.88 per share. The funds used to purchase these shares came
from the Reporting Persons' personal funds.
On October 5, 1998, December 7, 1998 and March 31, 1999, Clark E.
McLeod and Mary E. McLeod each donated 1,044 shares, 1,938 shares and 522
shares, respectively, of Class A Common Stock to various relatives and friends.
On December 23, 1998, Clark E. McLeod and Mary E. McLeod each
donated 20,000 shares of Class A Common Stock to the McLeod Charitable
Foundation, Inc.
Except for the transactions described in this Item 5(c), neither
Clark E. McLeod nor Mary E. McLeod has effected any other transactions relating
to the Class A 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
---------------------------
Item 6 is hereby amended by adding the following supplemental
information:
On November 18, 1998, the Reporting Persons entered into the 1998
Stockholders' Agreement with the Company, IES Investments Inc., and certain
Former CCI Shareholders and certain permitted transferees of the Former CCI
Shareholders (as previously defined, the "1998 Principal Stockholders").
The 1998 Stockholders' Agreement provides that until December 31,
2001, 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 in the 1998 Stockholders' Agreement. The 1998 Stockholders'
Agreement further provides that the Company's Board of Directors shall determine
on a quarterly basis commencing with the quarter ending December 31, 1998 and
ending on December 31, 2001, the aggregate number, if any, of shares of Class A
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
Company's Board of Directors grants registration rights to a 1998 Principal
Stockholder in connection with a Transfer of securities of the Company by such
1998 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 Company's Board of Directors
shall determine on an annual basis commencing with the year ending December 31,
1999 and ending on December 31, 2001, the aggregate number, if any, of shares of
Class A 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 Class A Common Stock
beneficially owned by the 1998 Principal Stockholders as of December 31, 1998),
to be registered by the Company under the Securities Act of 1933, as amended
(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 Class A 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 Class A Common Stock
of such parties (subject to the limitation specified above), if any, as
determined by the Company's Board of Directors. 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.
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CUSIP No. 582266 10 2 Page 13 of 15 Pages
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The 1998 Stockholders' Agreement terminates on December 31, 2001. In
addition, if during each of the years ending December 31, 1999, December 31,
2000 and December 31, 2001, 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 Class A Common Stock equal to not less than 15% of the total
number of shares of Class A 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
year.
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.
As of January 7, 1999, the Reporting Persons entered into the 1999
Stockholders' Agreement with the Company, M/C Partners, M/C Investors, IES
Investments Inc., and certain Former CCI Shareholders and certain permitted
transferees of the Former CCI Shareholders (as previously defined, the "1999
Principal Stockholders").
The 1999 Stockholders' Agreement provides that until December 31,
2001, M/C will not Transfer any equity securities of the Company, or any other
securities convertible into or exercisable for such equity securities,
beneficially owned by M/C as a result of the acquisition of Ovation by the
Company without receiving the prior written consent of the Company's Board of
Directors, except for certain permitted transfers as provided in the 1999
Stockholders' Agreement. The 1999 Stockholders' Agreement further provides that
the Company's Board of Directors shall determine on a quarterly basis commencing
with the quarter ending December 31, 1999 and ending on December 31, 2001, the
aggregate number, if any, of shares of Class A Common Stock (not to exceed in
the aggregate 50,000 shares per quarter) that M/C may Transfer during certain
designated trading periods following the release of the Company's quarterly or
annual financial results.
The 1999 Stockholders' Agreement provides that the Company's Board of
Directors shall determine on an annual basis for each of the years ending
December 31, 2000 and December 31, 2001, the aggregate number, if any, of shares
of Class A 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 Class A Common
Stock beneficially owned by M/C as of the closing of the acquisition of Ovation
by the Company), to be registered by the Company under the Securities Act for
Transfer by M/C. The 1999 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 Class A Common Stock of M/C) during the
period commencing on January 1, 2000 and ending on December 31, 2001, the
Company will give written notice of such offering to M/C and will undertake to
register the shares of Class A Common Stock of M/C (subject to the limitation
specified above), if any, as determined by the Company's Board of Directors.
The 1999 Stockholders' Agreement provides that the Company may subsequently
determine not to register any shares of M/C under the Securities Act and may
either not file a registration statement or otherwise withdraw or abandon a
registration statement previously filed.
The 1999 Stockholders' Agreement also contains various provisions
intended to insure that M/C is generally treated on a similar basis to the 1998
Principal Stockholders in connection with any Transfer of securities of the
Company permitted by the Company with respect to any of the 1998 Principal
Stockholders or any registration rights granted by the Company to any of the
1998 Principal Stockholders under the 1998 Stockholders' Agreement for the
period commencing on January 1, 2000 and ending on December 31, 2001. Similar
protective rights are also granted in the 1999 Stockholders' Agreement to each
of the 1998 Principal Stockholders with respect to any Transfer or registration
of securities of the Company permitted by the Company with respect to M/C under
the 1999 Stockholders' Agreement. In addition, during the year ending December
31, 1999, to the extent the Company participates in a strategic transaction with
an outside investor pursuant to which such investor acquires securities of the
Company at a premium to the then average trading price of the Company's
securities, and after the Company has been paid or otherwise received its
consideration or proceeds from such transaction as determined by
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CUSIP No. 582266 10 2 Page 14 of 15 Pages
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the Company, the 1999 Principal Stockholders may be entitled to participate in
such transaction on a pro rata basis as determined by the Company's Board of
Directors.
Pursuant to the 1999 Stockholders' Agreement, the 1999 Principal
Stockholders have agreed, for so long as each such 1999 Principal Stockholder
(other than M/C) owns at least four million shares of Class A Common Stock, to
(i) establish the size of the Company's Board of Directors at up to 11 directors
and (ii) cause to be elected to the Company's Board of Directors one director
designated by M/C (for so long as M/C owns at least 2.5 million shares of Class
A Common Stock). The 1999 Stockholders' Agreement also contains provisions
pursuant to which M/C agrees to vote its shares of Class A Common Stock to
establish the size of the Company's Board of Directors at up to 11 directors and
to cause to be elected to the Company's Board of Directors certain directors
designated by the 1999 Principal Stockholders as set forth therein.
The 1999 Stockholders' Agreement terminates on December 31, 2001. In
addition, if (i) during each of the years ending December 31, 2000 and December
31, 2001, the Company has not provided M/C a reasonable opportunity to Transfer
pursuant to the registration of securities under the Securities Act an aggregate
number of shares of Class A Common Stock equal to not less than 15% of the total
number of shares of Class A Common Stock beneficially owned by M/C as of the
closing of the acquisition of Ovation by the Company or (ii) after January 1,
2000, the 1998 Stockholders' Agreement has been terminated by all parties
thereto, then M/C may terminate the 1999 Stockholders' Agreement by providing
written notice of termination to all other parties (x) in the case of clause (i)
above, no later than 30 days following the end of such year and (y) in the case
of clause (ii) above, at any time after January 1, 2000. Lastly, the 1999
Stockholders' Agreement shall be terminated with respect to the 1998 Principal
Stockholders (and not as to the Company and M/C) at such time as the 1998
Stockholders' Agreement shall have terminated with respect to such 1998
Principal Stockholder.
The foregoing description of the 1998 Stockholders' Agreement and the
1999 Stockholders' Agreement is qualified in its entirety by reference to the
1998 Stockholders' Agreement and the 1999 Stockholders' Agreement filed as
exhibits to this Schedule and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
--------------------------------
Item 7 is hereby amended by adding the following documents to the
exhibit list:
1. Stockholders' Agreement, dated as of January 7, 1999, among the
Company; IES Investments Inc.; Clark E. and 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; and
Media/Communications Partners III Limited Partnership and M/C Investors L.L.C.
(Such Stockholders' Agreement was previously filed as Exhibit 4.1 to the
Company's Current Report on Form 8-K, filed with the Securities and Exchange
Commission on January 14, 1999 and is incorporated herein by reference.)
2. Stockholders' Agreement, dated as of November 18, 1998, among the
Company; IES Investments Inc.; Clark E. and Mary E. McLeod; and Richard A.
Lumpkin, Gail G. Lumpkin and certain former CCI shareholders and certain
permitted transferees of former CCI shareholders listed on Schedule I thereto.
(Such Stockholders' Agreement was previously filed as Exhibit 99.1 to the
Company's Current Report on Form 8-K, filed with the Securities and Exchange
Commission on November 19, 1998 and is incorporated herein by reference.)
<PAGE>
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CUSIP No. 582266 10 2 Page 15 of 15 Pages
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Signature
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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: May 4, 1999
CLARK E. McLEOD
/s/ Clark E. McLeod
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MARY E. McLEOD
/s/ Mary E. McLeod
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