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)
David R. Hodgman
6600 Sears Tower
Chicago, Illinois 60606
(312) 258-5500
(Name, Address, and Telephone Number of person
authorized to receive notices and communications)
March 10, 2000
(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).
1. Name of Reporting Person / I.R.S. Identification Nos. of Above
Persons (Entities Only)
David R. Hodgman
2. Check the appropriate box if a member of a group: (a) [x]
(b) [ ]
CUSIP No. 582266 10 2 13D/A Page 2
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: 0 See Item 5.
8. Shared Voting Power: 1,763,512 See Item 5.
9. Sole Dispositive Power: 0 See Item 5.
10. Shared Dispositive Power: 1,763,512 See Item 5.
11. Aggregate Amount Beneficially Owned By Reporting Person:
1,763,512 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):
1.1% See Item 5.
14. Type of Reporting Person: IN
CUSIP No. 582266 10 2 13D/A Page 3
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.
On July 26, 1999, the Company paid a stock dividend that
effected a two-for-one split of its outstanding Common Stock. Common
Stock information in this statement has been adjusted to reflect the
stock split.
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 David R. Hodgman,as trustee
or settlor of the respective trusts listed opposite his name in Item 5
below, (each person listed being 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
Person, 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 Shareholders (including the Reporting Person) 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.
The Reporting Person has not, and, to the knowledge of the Reporting
Person, 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, David R. Hodgman, as trustee, and
trusts of which the Reporting Person is trustee or settlor, as
indicated in Item 5 below (the "Trusts"), acquired the shares of
Common Stock set forth opposite the 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
CUSIP No. 582266 10 2 13D/A Page 4
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. (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 50,000 shares of
Common Stock, at a price of $12.25 per share. This option vests in
four equal installments; the option with respect to 12,500 shares
vested on each of September 24, 1998 and 1999.
On December 3, 1997, Richard A. Lumpkin was granted an
employee stock option by the Company to purchase 80,000 shares of
Common Stock at a price of $17.25 per share. This option vests in
four equal installments; the option with respect to 20,000 shares
vested on each of September 25, 1998 and 1999.
On December 22, 1997, Richard A. Lumpkin was granted an
employee stock option by the Company to purchase 10,000 shares of
Common Stock at a price of $17.625 per share. This option vests in
four equal installments; the option with respect to 2,500 shares
vested on each of December 22, 1998 and 1999.
On December 22, 1997, Steven L. Grissom was granted an
employee stock option by the Company to purchase 10,000 shares of
Common Stock at a price of $12.125 per share. This option vests in
four equal installments; the option with respect to 2,500 shares
vested on October 12, 1999.
On December 31, 1998, Richard A. Lumpkin was granted an
employee stock option by the Company to purchase 80,000 shares of
Common Stock at a price of $14.875 per share. This option vests in
four equal installments; the option with respect to 20,000 shares
vested on December 31, 1999.
On December 31, 1998, Steven L. Grissom was granted an
employee stock option by the Company to purchase 10,000 shares of
Common Stock at a price of $14.875 per share. This option vests in
four equal installments; the option with respect to 2,500 shares
vested on December 31, 1999.
On January 7, 2000, Richard A. Lumpkin was granted an
employee stock option by the Company to purchase 25,000 shares of
Common Stock at a price of $52.563 per share. This option vests in
full on January 7, 2003.
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
CUSIP No. 582266 10 2 13D/A Page 5
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 Mary Lee Sparks 1993 Grantor
Retained Annuity Trust, the Trust terminated on December 31, 1997, and
the shares of Common Stock acquired by the Trust under the Merger
Agreement were distributed directly to the beneficiaries.
Pursuant to the terms of the Margaret L. Keon 1993 Grantor
Retained Annuity Trust, the Trust terminated on December 31, 1997, and
the shares of Common Stock acquired by the Trust under the Merger
Agreement were distributed directly to the beneficiaries.
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
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.
On July 23, 1998, 622,254 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 3,640,000 shares of
Common Stock were distributed by the Gallo Trusts to the individual
beneficiaries of the respective Trusts. 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. 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.
CUSIP No. 582266 10 2 13D/A Page 6
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.
On April 14, 1999, Elizabeth L. Celio and Benjamin I.
Lumpkin each contributed 25,000 shares of Common Stock from their
respective Holdback Trusts to their respective charitable remainder
trusts.
On November 30, 1999, Bank One, Texas, NA, of Dallas, Texas
was removed as trustee of each of the 12 Gallo Trusts, and United
States Trust Company of New York ("US Trust") was appointed as trustee
of those trusts.
On November 30, 1999, Bank One, Texas, NA, of Dallas, Texas
was removed as trustee of each of the 12 Grandchildren's Trusts, and
US Trust was appointed as trustee of those trusts.
On January 3, 2000, Steven L. Grissom acquired 1,588 shares
of Common Stock at approximately $14.18 per share, pursuant to the
Company's Employee Stock Purchase Plan.
Effective February 6, 2000, Steven L. Grissom and David R.
Hodgman, as trustees of the twelve 1990 Personal Income Trusts,
revoked the delegation of sale authority that they had granted to
Richard A. Lumpkin in November 1998. Effective February 7, 2000,
Steven L. Grissom and David R. Hodgman, as trustees, delegated to
Richard A. Lumpkin trading authority over all equity interests in the
Company, including the Common Stock, held in the Richard Anthony
Lumpkin 1990 Personal Income Trust for the benefit of Elizabeth
Arabella Lumpkin dated April 20, 1990 and the Richard Anthony Lumpkin
1990 Personal Income Trust for the benefit of Benjamin Iverson Lumpkin
dated April 20, 1990.
Effective February 6, 2000, Richard A. Lumpkin irrevocably
delegated to Mary Lee Sparks, for a period of two years, all of his
rights and powers to manage, sell, exchange, transfer or vote any
equity interests in the Company, including the Common Stock, owned on
that date, or at any time during the two-year term of the delegation,
by the Gallo Trusts held for the benefit of a child of Mary Lee
Sparks. Accordingly, Richard A. Lumpkin no longer has or shares
CUSIP No. 582266 10 2 13D/A Page 7
voting or investment power with respect to Common Stock held by any of
such trusts.
Effective February 6, 2000, Richard A. Lumpkin irrevocably
delegated to Mary Lee Sparks, for a period of two years, all of his
rights and powers to manage, sell, exchange, transfer or vote any
equity interests in the Company, including the Common Stock, owned on
that date, or at any time during the two-year term of the delegation,
by the Grandchildren's Trusts held for the benefit of a child of Mary
Lee Sparks. Accordingly, Richard A. Lumpkin no longer has or shares
voting or investment power with respect to Common Stock held by any of
such trusts.
Effective February 6, 2000, Richard A. Lumpkin irrevocably
delegated to Mary Lee Sparks, for a period of two years, all of his
rights and powers to manage, sell, exchange, transfer or vote any
equity interests in the Company, including the Common Stock, owned on
that date, or at any time during the two-year term of the delegation,
by the 1970 Trust held for the benefit of Mary Lee Sparks and her
family. Accordingly, Richard A. Lumpkin no longer has or shares
voting or investment power with respect to Common Stock held by such
trust.
Effective February 6, 2000, Richard A. Lumpkin irrevocably
delegated to Margaret L. Keon, for a period of two years, all of his
rights and powers to manage, sell, exchange, transfer or vote any
equity interests in the Company, including the Common Stock, owned on
that date, or at any time during the two-year term of the delegation,
by the Gallo Trusts held for the benefit of a child of Margaret L.
Keon. Accordingly, Richard A. Lumpkin no longer has or shares voting
or investment power with respect to Common Stock held by any of such
trusts.
Effective February 6, 2000, Richard A. Lumpkin irrevocably
delegated to Margaret L. Keon, for a period of two years, all of his
rights and powers to manage, sell, exchange, transfer or vote any
equity interests in the Company, including the Common Stock, owned on
that date, or at any time during the two-year term of the delegation,
by the Grandchildren's Trusts held for the benefit of a child of
Margaret L. Keon. Accordingly, Richard A. Lumpkin no longer has or
shares voting or investment power with respect to Common Stock held by
any of such trusts.
Effective February 6, 2000, Richard A. Lumpkin irrevocably
delegated to Margaret L. Keon, for a period of two years, all of his
rights and powers to manage, sell, exchange, transfer or vote any
equity interests in the Company, including the Common Stock, owned on
that date, or at any time during the two-year term of the delegation,
by the 1970 Trust held for the benefit of Margaret L. Keon and her
family. Accordingly, Richard A. Lumpkin no longer has or shares
CUSIP No. 582266 10 2 13D/A Page 8
voting or investment power with respect to Common Stock held by such
trust.
Effective February 15, 2000, Mary Lee Sparks named Steven L.
Grissom as agent with respect to the sale of shares held by her
individually, and Margaret L. Keon named Steven L. Grissom as agent
with respect to the sale of shares held by the Margaret Lumpkin Keon
Trust dated May 13, 1978.
Effective March 16, 2000 Gail G. Lumpkin's 622,254 shares of
McLeodUSA were transferred to the Gail G. Lumpkin Trust dated
December 14, 1985. Until her death on March 17, 2000, she was the
trustee of the trust. Subsequent to her death, Richard A. Lumpkin
became the trustee.
Item 4. Purpose of Transaction.
The Trusts and the Reporting Person 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 restrictions on disposition of Common Stock which is subject to
the provisions of the Amended Stockholders' Agreements described
below, any or all of the shares of Common Stock beneficially owned by
each of the 1990 Personal Income Trusts for the benefit of children of
Richard A. Lumpkin of which Steven L. Grissom is a trustee may be sold
or otherwise disposed of from time to time. As a result of the
Amended Stockholders' Agreements, effective March 10, 2000, Mary Lee
Sparks and various trusts established by her or for the benefit of her
descendants ceased to be subject to any contractual restrictions on
disposition of Common Stock, and any or all of the shares of Common
Stock beneficially owned by her or such trusts may be sold or
otherwise disposed of from time to time. The Reporting Person has no
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 Amended Stockholders'
Agreements.
On May 12, 1999, the 1990 Personal Income Trusts and the
Margaret Lumpkin Keon Trust, dated May 13, 1978 (collectively, the
"Selling Stockholders") sold shares of Common Stock pursuant to a
registered stock offering (See Item 5). In connection with the
offering, the Selling Stockholders entered into an underwriting
agreement on May 12, 1999 (the "Underwriting Agreement") with other
stockholders of the Company, including certain Other Principal
Stockholders (defined below) and Salomon Smith Barney Inc., Credit
Suisse First Boston Corporation and Merrill Lynch, Pierce, Fenner &
Smith Incorporated as representatives of certain underwriters (the
"Underwriters"). Under the terms of the Underwriting Agreement, the
Selling Stockholders granted the Underwriters an option to purchase up
CUSIP No. 582266 10 2 13D/A Page 9
to an aggregate of 560,308 shares of Common Stock to cover over-
allotments of the securities sold to the Underwriters by the Selling
Stockholders and other sellers pursuant to the Underwriting Agreement.
The option expired on June 11, 1999 without being exercised. The
Underwriting Agreement is incorporated by reference to Exhibit 1.1 of
the Company's Form S-3/A, filed by the Company on May 12, 1999.
Item 5. Interest in Securities of Issuer.
(a) As trustee of the respective Trusts set forth opposite
his name below (or by virtue of investment powers delegated to him as
agent for sale of Shares), David R. Hodgman beneficially owns an
aggregate of 1,763,512 shares of Common Stock, which represents
approximately 1.1% of the 160,512,447 shares of Common Stock reported
by the Company as outstanding on March 17, 2000.
The former shareholders of CCI who acquired shares of Common
Stock pursuant to the Merger Agreement or who received distributions
of shares of Common Stock prior to September 25, 1998 (collectively,
the "Former CCI Shareholders"), MHC Investment Company, successor by
merger to MWR Investments Inc., ("MHC"), IES Investments Inc. ("IES"),
Clark E. McLeod and Mary E. McLeod, (collectively, the "1997 Principal
Stockholders"), entered into 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"). The 1997 Stockholders'
Agreement ceased to be effective on or about May 18, 1999.
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") were,
together with the Company, parties to a Stockholders' Agreement, dated
as of November 18, 1998 , which was amended and restated as of
December 17, 1999, to, among other changes, add Alliant Energy
Corporation ("AEC") and other affiliates of IES as parties (as so
amended, the "1998 Stockholders' Agreement"). On January 7, 1999, the
Company, IES Investments Inc., Clark E. McLeod, Mary E. McLeod,
Richard A. Lumpkin and Gail G. Lumpkin entered into a Stockholders'
Agreement with M/C Investors L.L.C. and Media/ Communications Partners
III Limited Partnership, which was likewise amended and restated as of
December 17, 1999, to, among other changes, add AEC and other
affiliates of IES as parties (as so amended, the "1999 Stockholders'
Agreement" and, together with the 1998 Stockholders' Agreement, the
"Stockholders' Agreements"). On or about January 26, 1999, the other
former CCI shareholders who are parties to the 1998 Stockholders'
Agreement, along with certain permitted transferees, also became
parties to the 1999 Stockholders' Agreement.
Effective March 10, 2000, both the Stockholders' Agreements
were further amended and restated (as so amended and restated, the
CUSIP No. 582266 10 2 13D/A Page 10
"Amended Stockholders' Agreements") to remove as parties to the
agreements Mary Lee Sparks and Margaret L. Keon and the following
trusts established by them or for the benefit of their descendants:
Margaret L. Keon, as Trustee under the Margaret Lumpkin Keon
Trust dated May 13, 1978.
Mary Lee Sparks and Steven L. Grissom, as Trustees of the Mary
Lee Sparks Trust dated May 13, 1978.
US Trust, as Trustee of the ten Gallo Trusts, one for the benefit
of each of Joseph John Keon III, Katherine Stoddert Keon, Lisa
Anne Keon, Margaret Lynley Keon, Pamela Keon Vitale, Susan Tamara
Keon DeWyngaert, Anne Romayne Sparks, Barbara Lee Sparks,
Christina Louise Sparks, and John Woodruff Sparks.
US Trust, as Trustee of the ten Grandchildren's Trusts, one for
the benefit of each of Joseph John Keon III, Katherine Stoddert
Keon, Lisa Anne Keon, Margaret Lynley Keon, Pamela Keon Vitale,
Susan Tamara Keon DeWyngaert, Anne Romayne Sparks, Barbara Lee
Sparks, Christina Louise Sparks, and John Woodruff Sparks.
US Trust, as Trustee of two trusts established by Richard Adamson
Lumpkin under the Trust Agreement dated February 6, 1970, one for
the benefit of each of Margaret Anne Keon and Mary Lee Sparks.
David R. Hodgman and Steven L. Grissom, as Trustees of ten 1990
Personal Income Trusts established by Margaret L. Keon and Mary
Lee Sparks, each dated April 20, 1990, one for the benefit of
each of Joseph John Keon III, Katherine Stoddert Keon, Lisa Anne
Keon, Margaret Lynley Keon, Pamela Keon Vitale, Susan Tamara Keon
DeWyngaert, Anne Romayne Sparks, Barbara Lee Sparks, Christina
Louise Sparks and John Woodruff Sparks.
The parties to the Stockholders' Agreements comprise a group
within the meaning of Section 13(d)(3) of the Exchange Act.
Collectively, insofar as is known to the Reporting Person, the parties
that remain subject to the Stockholders' Agreements beneficially owned
as of April 14, 2000, a total of 44,436,550 shares of Common Stock
(including 2,601,376 shares that AEC has the right to acquire upon
exercise of options, and 415,000 and 65,000 shares that Messrs. McLeod
and Lumpkin, respectively, have the right to purchase upon exercise of
options, within 60 days), which represents approximately 27.7% of the
shares of Common Stock outstanding on March 17, 2000.
The following table sets forth information regarding the
shares of Common Stock beneficially owned by the parties that remain
subject to the Amended Stockholders' Agreements (including certain
shares beneficially owned by Steven L. Grissom). Separately set forth
below are shares beneficially owned by the Reporting Person and
others, which shares are not subject to the terms of the Amended
CUSIP No. 582266 10 2 13D/A Page 11
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 party to the
Amended Stockholders' Agreements who is not a Former CCI Shareholder
(the "Other 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 Person and the Company's final
prospectus and proxy statement, filed with the Securities and Exchange
Commission (the "Commission") on March 17, 2000. Reference is made to
such filings for further information as to such Other Principal
Stockholders.
<TABLE>
<CAPTION>
Reporting Person Voting and Number of Percent of
and Other Former Dispositive Shares of Outstanding
CCI Shareholders Trust Powers Common Stock Common Stock
<S> <C> <C> <C> <C>
Richard A. Lumpkin Gail G. Lumpkin Trust dated Sole 622,254 0.4
(trustee) 12/14/85
US Trust; Richard A. Richard Adamson Lumpkin Shared 109,276 0.0
Lumpkin (power to Grandchildren's Trust dated
direct vote and 9/5/80 f/b/o Benjamin Iverson
investments) Lumpkin
US Trust; Richard A. Richard Adamson Lumpkin Shared 109,276 0.0
Lumpkin (power to Grandchildren's Trust dated
direct vote and 9/5/80 f/b/o Elizabeth
investments) Arabella Lumpkin
US Trust; Richard A. Trust named for Benjamin Iverson Shared 617,630 0.4
Lumpkin (power to Lumpkin created under the Mary
direct vote and Green Lumpkin Gallo Trust
investments) Agreement dated December 29,
1989
US Trust; Richard A. Trust named for Elizabeth Shared 617,630 0.4
Lumpkin (power to Arabella Lumpkin created under
direct vote and the Mary Green Lumpkin Gallo
investments) Trust Agreement dated
December 29, 1989
Steven L. Grissom and Richard Anthony Lumpkin 1990 Shared 814,278 0.5
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)
CUSIP No. 582266 10 2 13D/A 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
Steven L. Grissom and Richard Anthony Lumpkin 1990 Shared 814,278 0.5
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)
US Trust; Richard A. Richard Anthony Lumpkin Trust Shared 3,644 0.0
Lumpkin (power to under the Trust Agreement
direct vote and dated February 6, 1970
investments)
Richard A. Lumpkin N/A Sole 65,000 (1) 0.0
</TABLE>
(1) Consists of 65,000 shares underlying presently exercisable
employee stock options.
The following shares of Common Stock were beneficially owned by the
Other Principal Stockholders as of March 17, 2000:
<TABLE>
<CAPTION>
Voting and Number of Percent of
Other Principal Dispositive Shares of Outstanding
Stockholders Trust Powers Common Stock Common Stock
<S> <C> <C> <C> <C>
Clark E. McLeod and Mary N/A Sole and 17,839,360(1) 11.1
E. McLeod Shared
Alliant Energy N/A Sole 19,067,192(2) 11.7
Corporation
MHC Investment Company N/A Sole 28,124 0.0
M/C III, L.L.C. and N/A Sole and 3,728,608 ____
Media/Communications Shared
Partner III Limited
Partnership
</TABLE>
==============
* LESS THAN ONE PERCENT.
(1) Includes 7,820,460 shares of Common Stock held of record by
Mary E. McLeod, Mr. McLeod's wife, over which Mr. McLeod has
shared voting power and 460,000 shares of Common Stock held by
the McLeod Charitable Foundation for which both Mr. McLeod and
CUSIP No. 582266 10 2 13D/A Page 13
Mrs. McLeod are directors and over which both have shared voting
and dispositive power. Also includes 250,000 shares of Common
Stock held by the Clark E. McLeod Unitary Trust and 250,000
shares of 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 investment power.
(2) Includes 2,601,376 shares of Common Stock that Alliant Energy
Investments, Inc.(f/k/a IES Investments, Inc.), a wholly owned
subsidiary of AEC, has the right to acquire upon exercise of
options and 10,401,726 shares of Common Stock of which Alliant
Energy Investments, Inc. is the holder of record. Heartland
Properties, Inc., a wholly owned subsidiary of Alliant Energy
Investments, Inc., is the holder of record of 134,902 shares of
Common Stock. LNT Communications LLC, a limited liability company
wholly owned by Alliant Energy Resources, Inc., a wholly owned
subsidiary of AEC, is the record holder of 5,839,188 shares.
Alliant Energy Foundation, Inc., an independently chartered
foundation which is affiliated with AEC, is the record holder of
90,000 shares of Common Stock.
In addition to the shares of Common Stock listed above that
remain subject to the Amended Stockholders' Agreements, the following
shares are not subject to the provisions of either of the Amended
Stockholders' Agreements:
<TABLE>
<CAPTION>
Voting and Number of Percent of
Dispositive Shares of Outstanding
Reporting Person Trust Powers Common Stock Common Stock
<S> <C> <C> <C> <C>
Mary Lee Sparks and Trust Agreement dated May 13, Shared 664,418 0.4
Steven L. Grissom 1978 f/b/o Mary Lee
Sparks
US Trust; Margaret L. Richard Adamson Lumpkin Shared 46,706 0.0
Keon (power to direct Grandchildren's Trust
vote and investments) dated 9/5/80 f/b/o
Joseph John Keon III
US Trust; Margaret L. Richard Adamson Lumpkin Shared 46,706 0.0
Keon (power to direct Grandchildren's Trust
vote and investments) dated 9/5/80 f/b/o
Katherine Stoddert Keon
US Trust; Margaret L. Richard Adamson Lumpkin Shared 46,706 0.0
Keon (power to direct Grandchildren's Trust
vote and investments) dated 9/5/80 f/b/o Lisa
Anne Keon
CUSIP No. 582266 10 2 13D/A Page 14
Voting and Number of Percent of
Dispositive Shares of Outstanding
Reporting Person Trust Powers Common Stock Common Stock
US Trust; Margaret L. Richard Adamson Lumpkin Shared 46,706 0.0
Keon (power to Grandchildren's Trust
direct vote and dated 9/5/80 f/b/o
investments) Margaret Lynley Keon
US Trust; Margaret L. Richard Adamson Lumpkin Shared 46,706 0.0
Keon (power to direct Grandchildren's Trust
vote and investments) dated 9/5/80 f/b/o
Pamela Keon Vitale
US Trust; Margaret L. Richard Adamson Lumpkin Shared 46,706 0.0
Keon (power to direct Grandchildren's Trust
vote and investments) dated 9/5/80 f/b/o Susan
Tamara Keon DeWyngaert
US Trust; Mary Lee Richard Adamson Lumpkin Shared 62,252 0.0
Sparks (power to Grandchildren's Trust
direct vote and dated 9/5/80 f/b/o Anne
investments) Romayne Sparks
US Trust; Mary Lee Richard Adamson Lumpkin Shared 62,252 0.0
Sparks (power to Grandchildren's Trust
direct vote and dated 9/5/80 f/b/o
investments) Barbara Lee Sparks
US Trust; Mary Lee Richard Adamson Lumpkin Shared 62,252 0.0
Sparks (power to Grandchildren's Trust
direct vote and dated 9/5/80 f/b/o
investments) Christina Louise Sparks
US Trust; Mary Lee Richard Adamson Lumpkin Shared 62,252 0.0
Sparks (power to Grandchildren's Trust
direct vote and dated 9/5/80 f/b/o John
investments) Woodruff Sparks
US Trust; Margaret L. Trust named for Joseph John Keon Shared 339,382 0.2
Keon (power to direct III created under the
vote and investments) Mary Green Lumpkin Gallo
Trust Agreement dated
December 29, 1989
US Trust; Margaret L. Trust named for Katherine Shared 339,382 0.2
Keon (power to direct Stoddert Keon created
vote and investments) under the Mary Green
Lumpkin Gallo Trust
Agreement dated
December 29, 1989
CUSIP No. 582266 10 2 13D/A Page 15
Voting and Number of Percent of
Dispositive Shares of Outstanding
Reporting Person Trust Powers Common Stock Common Stock
US Trust; Margaret L. Trust named for Lisa Anne Keon Shared 109,382 0.0
Keon (power to direct created under the Mary
vote and investments) Green Lumpkin Gallo
Trust Agreement dated
December 29, 1989
US Trust; Margaret L. Trust named for Margaret Lynley Shared 309,382 0.2
Keon (power to direct Keon created under the
vote and investments) Mary Green Lumpkin Gallo
Trust Agreement dated
December 29, 1989
US Trust; Margaret L. Trust named for Pamela Keon Shared 309,382 0.2
Keon (power to direct Vitale created under the
vote and investments) Mary Green Lumpkin Gallo
Trust Agreement dated
December 29, 1989
US Trust; Margaret L. Trust named for Susan Tamara Shared 309,382 0.2
Keon (power to direct Keon created under the
vote and investments) Mary Green Lumpkin Gallo
Trust Agreement dated
December 29, 1989
US Trust; Mary Lee Trust named for Anne Romayne Shared 186,518 0.1
Sparks (power to Sparks created under the
direct vote and Mary Green Lumpkin Gallo
investments) Trust Agreement dated
December 29, 1989
US Trust; Mary Lee Trust named for Barbara Lee Shared 86,518 0.0
Sparks (power to Sparks created under the
direct vote and Mary Green Lumpkin Gallo
investments) Trust Agreement dated
December 29, 1989
US Trust; Mary Lee Trust named for Christina Louise Shared 86,518 0.0
Sparks (power to Sparks created under the
direct vote and Mary Green Lumpkin Gallo
investments) Trust Agreement dated
December 29, 1989
US Trust; Mary Lee Trust named for John Woodruff Shared 86,518 0.0
Sparks (power to Sparks created under the
direct vote and Mary Green Lumpkin Gallo
investments) Trust Agreement dated
December 29, 1989
CUSIP No. 582266 10 2 13D/A Page 16
Voting and Number of Percent of
Dispositive Shares of Outstanding
Reporting Person Trust Powers Common Stock Common Stock
Mary Lee Sparks; N/A Sole; Shared 393,356 0.3
Steven L. Grissom
(power to direct sale
of shares)
Margaret L. Keon Margaret Lumpkin Keon Trust Sole; 756,722 0.5
(settlor and dated May 13, 1978 Shared
trustee); Steven L.
Grissom (power to
direct sale of
shares)
Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 33,739 0.0
David R. Hodgman Income Trust for the
Benefit of Anne Romayne
Sparks dated April 20,
1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 33,739 0.0
David R. Hodgman Income Trust for the
Benefit of Barbara Lee
Sparks dated April 20,
1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 33,739 0.0
David R. Hodgman Income Trust for the
Benefit of Christina
Louise Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal Shared 33,739 0.0
David R. Hodgman Income Trust for the
Benefit of John Woodruff
Sparks dated April 20,
1990
US Trust; Margaret L. Margaret Anne Keon Trust under Shared 121,238 0.0
Keon (power to direct the Trust Agreement
vote and investments) dated February 6, 1970
US Trust; Mary Lee Mary Lee Sparks Trust under the Shared 214,060 0.1
Sparks (power to Trust Agreement dated
direct vote and February 6, 1970
investments)
CUSIP No. 582266 10 2 13D/A Page 17
Voting and Number of Percent of
Dispositive Shares of Outstanding
Reporting Person Trust Powers Common Stock Common Stock
Barbara S. Federico; Barbara S. Federico 1998 Spouse Sole; Shared 82,882 0.0
Steven L. Grissom CRUT dated October 27,
(power to direct sale 1998
of shares)
Anne S. Whitten; Anne S. Whitten 1998 Spouse Sole; Shared 22,886 0.0
Steven L. Grissom NIM-CRUT dated
(power to direct sale October 27, 1998
of shares)
John W. Sparks; John W. Sparks 1998 Spouse Sole; Shared 5,000 0.0
Steven L. Grissom NIM-CRUT dated
(power to direct sale October 27, 1998
of shares)
John W. Sparks; John W. Sparks 1998 Spouse CRUT Sole; Shared 97,610 0.0
Steven L. Grissom dated October 27, 1998
(power to direct sale
of shares)
Christina S. Duncan; Christina S. Duncan 1998 Spouse Sole; Shared 87,884 0.0
Steven L. Grissom CRUT dated October 27,
(power to direct sale 1998
of shares)
Benjamin I. Lumpkin Benjamin I. Lumpkin Holdback Shared 1,022 0.0
and Elizabeth L. Trust under the Richard Anthony
Celio; Steven L. Lumpkin 1993 Grantor Retained
Grissom (power to Annuity Trust
direct sale of
shares)
Benjamin I. Lumpkin Elizabeth A. Lumpkin Holdback Shared 1,016 0.0
and Elizabeth L. Trust under the Richard Anthony
Celio; Steven L. Lumpkin 1993 Grantor Retained
Grissom (power to Annuity Trust
direct sale of
shares)
Anne R. Whitten; N/A Sole; 1,718 0.0
Steven L. Grissom Shared
(power to direct sale
of shares)
Barbara L. Federico; N/A Sole; 19,720 0.0
Steven L. Grissom Shared
(power to direct sale
of shares)
CUSIP No. 582266 10 2 13D/A Page 18
Voting and Number of Percent of
Dispositive Shares of Outstanding
Reporting Person Trust Powers Common Stock Common Stock
Christina L. Duncan; N/A Sole; 14,718 0.0
Steven L. Grissom Shared
(power to direct sale
of shares)
The Lumpkin N/A Sole; 23,060 0.0
Foundation; Steven L. Shared
Grissom (power to
direct sale of
shares)
Steven L. Grissom N/A Sole 13,100 (1) 0.0
(1) Includes 6,500 shares underlying presently exercisable employee stock options.
(b) The number of shares of Common Stock which David R. Hodgman has:
(i) sole power to vote or direct the vote 0
(ii) shared power to vote or direct the vote 1,763,512
(iii) sole power to dispose or direct the disposition 0
(iv) shared power to dispose or direct the disposition 1,763,512
(c) During the period February 10, 2000 through April 14, 2000 the Reporting Person and other Former CCI
Shareholders sold an aggregate of 1,366,734 shares of Common Stock in market transactions pursuant to Rule 144 under
the Securities Act. These transactions are further described below:
Number of
Date of Shares of Price per
Reporting or Other Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/14/00 1,970 $70.92
David R. Hodgman Income Trust for the Benefit of
Joseph John Keon III dated April
20, 1990
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/16/00 5,450 $77.91
David R. Hodgman Income Trust for the Benefit of
Joseph John Keon III dated April
20, 1990
CUSIP No. 582266 10 2 13D/A Page 19
Number of
Date of Shares of Price per
Reporting or Other Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/17/00 4,550 $79.74
David R. Hodgman Income Trust for the Benefit of
Joseph John Keon III dated April
20, 1990
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/18/00 4,562 $83.98
David R. Hodgman Income Trust for the Benefit of
Joseph John Keon III dated April
20, 1990
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/14/00 1,970 $70.92
David R. Hodgman Income Trust for the Benefit of
Katherine Stoddert Keon dated
April 20, 1990
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/16/00 5,450 $77.91
David R. Hodgman Income Trust for the Benefit of
Katherine Stoddert Keon dated
April 20, 1990
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/17/00 4,550 $78.74
David R. Hodgman Income Trust for the Benefit of
Katherine Stoddert Keon dated
April 20, 1990
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/18/00 4,562 $83.98
David R. Hodgman Income Trust for the Benefit of
Katherine Stoddert Keon dated
April 20, 1990
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/14/00 1,970 $70.92
David R. Hodgman Income Trust for the Benefit of
Lisa Anne Keon dated April 20,
1990
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/16/00 5,450 $77.91
David R. Hodgman Income Trust for the Benefit of
Lisa Anne Keon dated April 20,
1990
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/17/00 4,550 $79.74
David R. Hodgman Income Trust for the Benefit of
Lisa Anne Keon dated April 20,
1990
CUSIP No. 582266 10 2 13D/A Page 20
Number of
Date of Shares of Price per
Reporting or Other Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/18/00 4,562 $83.98
David R. Hodgman Income Trust for the Benefit of
Lisa Anne Keon dated April 20,
1990
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/14/00 1,970 $70.92
David R. Hodgman Income Trust for the Benefit of
Margaret Lynley Keon dated April
20, 1990
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/16/00 5,450 $77.91
David R. Hodgman Income Trust for the Benefit of
Margaret Lynley Keon dated April
20, 1990
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/17/00 4,550 $79.74
David R. Hodgman Income Trust for the Benefit of
Margaret Lynley Keon dated April
20, 1990
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/18/00 4,562 $83.98
David R. Hodgman Income Trust for the Benefit of
Margaret Lynley Keon dated April
20, 1990
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/14/00 1,970 $70.92
David R. Hodgman Income Trust for the Benefit of
Pamela Keon Vitale dated
April 20, 1990
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/16/00 5,450 $77.91
David R. Hodgman Income Trust for the Benefit of
Pamela Keon Vitale dated
April 20, 1990
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/17/00 4,550 $79.74
David R. Hodgman Income Trust for the Benefit of
Pamela Keon Vitale dated
April 20, 1990
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/18/00 4,562 $83.98
David R. Hodgman Income Trust for the Benefit of
Pamela Keon Vitale dated
April 20, 1990
CUSIP No. 582266 10 2 13D/A Page 21
Number of
Date of Shares of Price per
Reporting or Other Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/14/00 1,970 $70.92
David R. Hodgman Income Trust for the Benefit of
Susan Tamara Keon DeWyngaert
dated April 20, 1990
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/16/00 5,450 $77.91
David R. Hodgman Income Trust for the Benefit of
Susan Tamara Keon DeWyngaert
dated April 20, 1990
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/17/00 4,550 $79.74
David R. Hodgman Income Trust for the Benefit of
Susan Tamara Keon DeWyngaert
dated April 20, 1990
Steven L. Grissom and Margaret L. Keon 1990 Personal 02/18/00 4,562 $83.98
David R. Hodgman Income Trust for the Benefit of
Susan Tamara Keon DeWyngaert
dated April 20, 1990
Steven L. Grissom and Richard Anthony Lumpkin 1990 02/11/00 267,500 $66.62
David R. Hodgman; Personal Income Trust for the
Richard A. Lumpkin (power to Benefit of Benjamin Iverson
direct sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and Richard Anthony Lumpkin 1990 02/14/00 4,595 $70.92
David R. Hodgman; Personal Income Trust for the
Richard A. Lumpkin (power to Benefit of Benjamin Iverson
direct sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and Richard Anthony Lumpkin 1990 02/14/00 18,750 $71.50
David R. Hodgman; Personal Income Trust for the
Richard A. Lumpkin (power to Benefit of Benjamin Iverson
direct sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and Richard Anthony Lumpkin 1990 02/15/00 31,250 $72.37
David R. Hodgman; Personal Income Trust for the
Richard A. Lumpkin (power to Benefit of Benjamin Iverson
direct sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and Richard Anthony Lumpkin 1990 02/11/00 267,500 $66.62
David R. Hodgman; Personal Income Trust for the
Richard A. Lumpkin (power to Benefit of Elizabeth Arabella
direct sale of shares) Lumpkin dated April 20, 1990
CUSIP No. 582266 10 2 13D/A Page 22
Number of
Date of Shares of Price per
Reporting or Other Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and Richard Anthony Lumpkin 1990 02/14/00 4,595 $70.92
David R. Hodgman; Personal Income Trust for the
Richard A. Lumpkin (power to Benefit of Elizabeth Arabella
direct sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and Richard Anthony Lumpkin 1990 02/14/00 18,750 $71.50
David R. Hodgman; Personal Income Trust for the
Richard A. Lumpkin (power to Benefit of Elizabeth Arabella
direct sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and Richard Anthony Lumpkin 1990 02/15/00 31,250 $72.37
David R. Hodgman; Personal Income Trust for the
Richard A. Lumpkin (power to Benefit of Elizabeth Arabella
direct sale of shares) Lumpkin dated April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/14/00 2,620 $70.92
David R. Hodgman Income Trust for the Benefit of
Anne Romayne Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/16/00 8,180 $77.91
David R. Hodgman Income Trust for the Benefit of
Anne Romayne Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/17/00 6,820 $79.74
David R. Hodgman Income Trust for the Benefit of
Anne Romayne Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/18/00 6,843 $83.98
David R. Hodgman Income Trust for the Benefit of
Anne Romayne Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/18/00 2,500 $87.13
David R. Hodgman Income Trust for the Benefit of
Anne Romayne Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/23/00 1,875 $86.00
David R. Hodgman Income Trust for the Benefit of
Anne Romayne Sparks dated
April 20, 1990
CUSIP No. 582266 10 2 13D/A Page 23
Number of
Date of Shares of Price per
Reporting or Other Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/24/00 5,000 $86.85
David R. Hodgman Income Trust for the Benefit of
Anne Romayne Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/25/00 5,000 $89.23
David R. Hodgman Income Trust for the Benefit of
Anne Romayne Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/28/00 6,250 $89.41
David R. Hodgman Income Trust for the Benefit of
Anne Romayne Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/29/00 1,250 $89.00
David R. Hodgman Income Trust for the Benefit of
Anne Romayne Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/01/00 1,875 $93.58
David R. Hodgman Income Trust for the Benefit of
Anne Romayne Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/06/00 313 $86.50
David R. Hodgman Income Trust for the Benefit of
Anne Romayne Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/07/00 5,312 $88.58
David R. Hodgman Income Trust for the Benefit of
Anne Romayne Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/08/00 18,438 $97.43
David R. Hodgman Income Trust for the Benefit of
Anne Romayne Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/09/00 2,812 $103.00
David R. Hodgman Income Trust for the Benefit of
Anne Romayne Sparks dated
April 20, 1990
CUSIP No. 582266 10 2 13D/A Page 24
Number of
Date of Shares of Price per
Reporting or Other Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/10/00 7,500 $105.56
David R. Hodgman Income Trust for the Benefit of
Anne Romayne Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/17/00 1,875 $90.50
David R. Hodgman Income Trust for the Benefit of
Anne Romayne Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/23/00 2,187 $91.00
David R. Hodgman Income Trust for the Benefit of
Anne Romayne Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/24/00 1,563 $92.13
David R. Hodgman Income Trust for the Benefit of
Anne Romayne Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/14/00 2,620 $70.92
David R. Hodgman Income Trust for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/16/00 8,180 $77.91
David R. Hodgman Income Trust for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/17/00 6,820 $79.74
David R. Hodgman Income Trust for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/18/00 6,843 $83.98
David R. Hodgman Income Trust for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/18/00 2,500 $87.13
David R. Hodgman Income Trust for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
CUSIP No. 582266 10 2 13D/A Page 25
Number of
Date of Shares of Price per
Reporting or Other Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/23/00 1,875 $86.00
David R. Hodgman Income Trust for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/24/00 5,000 $86.85
David R. Hodgman Income Trust for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/25/00 5,000 $89.23
David R. Hodgman Income Trust for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/28/00 6,250 $89.41
David R. Hodgman Income Trust for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/29/00 1,250 $89.00
David R. Hodgman Income Trust for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/01/00 1,875 $93.58
David R. Hodgman Income Trust for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/06/00 312 $86.50
David R. Hodgman Income Trust for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/07/00 5,313 $88.58
David R. Hodgman Income Trust for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/08/00 18,437 $97.43
David R. Hodgman Income Trust for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
CUSIP No. 582266 10 2 13D/A Page 26
Number of
Date of Shares of Price per
Reporting or Other Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/09/00 2,813 $103.00
David R. Hodgman Income Trust for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/10/00 7,500 $105.56
David R. Hodgman Income Trust for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/17/00 1,875 $90.50
David R. Hodgman Income Trust for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/23/00 2,188 $91.00
David R. Hodgman Income Trust for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/24/00 1,562 $92.13
David R. Hodgman Income Trust for the Benefit of
Barbara Lee Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/14/00 2,620 $70.92
David R. Hodgman Income Trust for the Benefit of
Christina Louise Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/16/00 8,180 $77.91
David R. Hodgman Income Trust for the Benefit of
Christina Louise Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/17/00 6,820 $79.74
David R. Hodgman Income Trust for the Benefit of
Christina Louise Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/18/00 6,843 $83.98
David R. Hodgman Income Trust for the Benefit of
Christina Louise Sparks dated
April 20, 1990
CUSIP No. 582266 10 2 13D/A Page 27
Number of
Date of Shares of Price per
Reporting or Other Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/18/00 2,500 $87.13
David R. Hodgman Income Trust for the Benefit of
Christina Louise Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/23/00 1,875 $86.00
David R. Hodgman Income Trust for the Benefit of
Christina Louise Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/24/00 5,000 $86.85
David R. Hodgman Income Trust for the Benefit of
Christina Louise Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/25/00 5,000 $89.23
David R. Hodgman Income Trust for the Benefit of
Christina Louise Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/28/00 6,250 $89.41
David R. Hodgman Income Trust for the Benefit of
Christina Louise Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/29/00 1,250 $89.00
David R. Hodgman Income Trust for the Benefit of
Christina Louise Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/01/00 1,875 $93.58
David R. Hodgman Income Trust for the Benefit of
Christina Louise Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/06/00 313 $86.50
David R. Hodgman Income Trust for the Benefit of
Christina Louise Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/07/00 5,312 $88.58
David R. Hodgman Income Trust for the Benefit of
Christina Louise Sparks dated
April 20, 1990
CUSIP No. 582266 10 2 13D/A Page 28
Number of
Date of Shares of Price per
Reporting or Other Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/08/00 18,438 $97.43
David R. Hodgman Income Trust for the Benefit of
Christina Louise Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/09/00 2,812 103.00
David R. Hodgman Income Trust for the Benefit of
Christina Louise Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/10/00 7,500 105.56
David R. Hodgman Income Trust for the Benefit of
Christina Louise Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/17/00 1,875 90.50
David R. Hodgman Income Trust for the Benefit of
Christina Louise Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/23/00 2,188 91.00
David R. Hodgman Income Trust for the Benefit of
Christina Louise Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/24/00 1,562 92.13
David R. Hodgman Income Trust for the Benefit of
Christina Louise Sparks dated
April 20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/14/00 2,620 $70.92
David R. Hodgman Income Trust for the Benefit of
John Woodruff Sparks dated April
20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/16/00 8,180 $77.91
David R. Hodgman Income Trust for the Benefit of
John Woodruff Sparks dated April
20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/17/00 6,820 $79.74
David R. Hodgman Income Trust for the Benefit of
John Woodruff Sparks dated April
20, 1990
CUSIP No. 582266 10 2 13D/A Page 29
Number of
Date of Shares of Price per
Reporting or Other Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/18/00 6,843 $83.98
David R. Hodgman Income Trust for the Benefit of
John Woodruff Sparks dated April
20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/18/00 2,500 $87.13
David R. Hodgman Income Trust for the Benefit of
John Woodruff Sparks dated April
20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/23/00 1,875 $86.00
David R. Hodgman Income Trust for the Benefit of
John Woodruff Sparks dated April
20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/24/00 5,000 $86.85
David R. Hodgman Income Trust for the Benefit of
John Woodruff Sparks dated April
20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/25/00 5,000 $89.23
David R. Hodgman Income Trust for the Benefit of
John Woodruff Sparks dated April
20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/28/00 6,250 $89.41
David R. Hodgman Income Trust for the Benefit of
John Woodruff Sparks dated April
20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 02/29/00 1,250 $89.00
David R. Hodgman Income Trust for the Benefit of
John Woodruff Sparks dated April
20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/01/00 1,875 $93.58
David R. Hodgman Income Trust for the Benefit of
John Woodruff Sparks dated April
20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/06/00 312 $86.50
David R. Hodgman Income Trust for the Benefit of
John Woodruff Sparks dated April
20, 1990
CUSIP No. 582266 10 2 13D/A Page 30
Number of
Date of Shares of Price per
Reporting or Other Person Trust Transaction Common Stock Share or Unit
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/07/00 5,313 $88.58
David R. Hodgman Income Trust for the Benefit of
John Woodruff Sparks dated April
20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/08/00 18,437 $97.43
David R. Hodgman Income Trust for the Benefit of
John Woodruff Sparks dated April
20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/09/00 2,813 $103.00
David R. Hodgman Income Trust for the Benefit of
John Woodruff Sparks dated April
20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/10/00 7,500 $105.56
David R. Hodgman Income Trust for the Benefit of
John Woodruff Sparks dated April
20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/17/00 1,875 $90.50
David R. Hodgman Income Trust for the Benefit of
John Woodruff Sparks dated April
20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/23/00 2,187 $91.00
David R. Hodgman Income Trust for the Benefit of
John Woodruff Sparks dated April
20, 1990
Steven L. Grissom and Mary Lee Sparks 1990 Personal 03/24/00 1,563 $92.13
David R. Hodgman Income Trust for the Benefit of
John Woodruff Sparks dated April
20, 1990
Margaret L. Keon (settlor Margaret Lumpkin Keon Trust 02/18/00 10,000 $87.13
and trustee) dated May 13, 1978
Margaret L. Keon (settlor Margaret Lumpkin Keon Trust 02/23/00 7,500 $86.00
and trustee) dated May 13, 1978
Margaret L. Keon (settlor Margaret Lumpkin Keon Trust 02/24/00 20,000 $86.85
and trustee) dated May 13, 1978
Margaret L. Keon (settlor Margaret Lumpkin Keon Trust 02/25/00 20,000 $89.23
and trustee) dated May 13, 1978
Margaret L. Keon (settlor Margaret Lumpkin Keon Trust 02/28/00 25,000 $89.41
and trustee) dated May 13, 1978
CUSIP No. 582266 10 2 13D/A Page 31
Number of
Date of Shares of Price per
Reporting or Other Person Trust Transaction Common Stock Share or Unit
Margaret L. Keon (settlor Margaret Lumpkin Keon Trust 02/29/00 5,000 $89.00
and trustee) dated May 13, 1978
Margaret L. Keon (settlor Margaret Lumpkin Keon Trust 03/01/00 7,500 $93.58
and trustee) dated May 13, 1978
Margaret L. Keon (settlor Margaret Lumpkin Keon Trust 03/06/00 1,250 $86.50
and trustee) dated May 13, 1978
Margaret L. Keon (settlor Margaret Lumpkin Keon Trust 03/07/00 21,250 $88.58
and trustee) dated May 13, 1978
Margaret L. Keon (settlor Margaret Lumpkin Keon Trust 03/08/00 73,750 $97.43
and trustee) dated May 13, 1978
Margaret L. Keon (settlor Margaret Lumpkin Keon Trust 03/09/00 11,250 $103.00
and trustee) dated May 13, 1978
Margaret L. Keon (settlor Margaret Lumpkin Keon Trust 03/10/00 30,000 $105.56
and trustee) dated May 13, 1978
Margaret L. Keon (settlor Margaret Lumpkin Keon Trust 03/17/00 7,500 $90.50
and trustee) dated May 13, 1978
Margaret L. Keon (settlor Margaret Lumpkin Keon Trust 03/23/00 8,750 $91.00
and trustee) dated May 13, 1978
Margaret L. Keon (settlor Margaret Lumpkin Keon Trust 03/24/00 6,250 $92.13
and trustee) dated May 13, 1978
Steven L. Grissom N/A 02/24/00 500 87.25
Steven L. Grissom N/A 02/25/00 500 90.00
Steven L. Grissom N/A 03/01/00 500 93.13
Steven L. Grissom N/A 03/08/00 500 95.00
Steven L. Grissom N/A 03/09/00 500 101.00
</TABLE>
Except for these transactions, the Reporting Person has not,
nor to his knowledge have any of the other Former CCI Shareholders
effected any transaction in the Common Stock during the past 60 days.
The Reporting Person has no information as to whether any of the Other
Principal Stockholders has effected any other transactions in the
Common Stock during the past 60 days. On February 11, 2000, the
Company reported that Clark McLeod and Mary McLeod had sold
approximately 1.4 million shares of Common Stock.
CUSIP No. 582266 10 2 13D/A Page 32
(d) Not applicable.
(e) The Lumpkin Foundation and Joseph J. Keon III,
Katherine S. Keon, Margaret Lynley Keon, Pamela K. Vitale, Susan K.
DeWyngaert, Benjamin I. Lumpkin, Elizabeth L. Celio, Anne R. Witten,
Barbara S. Federico, Christina S. Duncan and John W. Sparks, who
previously were Reporting Persons, ceased to be members of a group
which together holds more than 5% of the Common Stock at or about
May 18, 1999, when the 1997 Stockholders' Agreement ceased to be
effective.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
The 1997 Principal Stockholders (including certain of the
Reporting Persons) and the Company, 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 and Gail Gawthrop Lumpkin
agreed, as a condition to the transfer of the shares, to be bound by
the terms of the 1997 Stockholders' Agreement. The 1997 Stockholders'
Agreement included certain voting agreements and certain restrictions
on transfer of equity securities. The substantive provisions of the
1997 Stockholders' Agreement ceased to be effective on or about
May 18, 1999, when MHC reduced its ownership of the Common Stock.
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.
The 1998 Principal Stockholders, with respect to the
respective shares of capital stock of the Company owned by each such
1998 Principal Stockholder, and the Company entered into the 1998
Stockholders' Agreement, effective November 18, 1998 which was amended
and restated effective December 17, 1999.
Effective March 10, 2000, the 1998 Stockholders' Agreement
was further amended (as so amended, the "Amended 1998 Stockholders'
Agreement") to make various changes, principally to remove as parties
to the Agreement Margaret L. Keon and Mary Lee Sparks and various
trust established by them or for the benefit of them or their
descendants. A copy of the Amended 1998 Stockholders' Agreement is
filed as Exhibit 6 to this statement. The Former CCI Shareholders who
remain as parties to the Amended 1998 Stockholders' Agreement are:
Richard A. Lumpkin individually, and as Trustee of the Gail
G. Lumpkin Trust, dated December 14, 1985.
CUSIP No. 582266 10 2 13D/A Page 33
US Trust, as Trustee of two of the Gallo Trusts, one for the
benefit of each of Benjamin Iverson Lumpkin and Elizabeth
Arabella Lumpkin.
US Trust, as Trustee of two of the Grandchildren's Trusts,
one for the benefit of each of Benjamin Iverson Lumpkin and
Elizabeth Arabella Lumpkin.
US Trust, as Trustee of the trust established by Richard
Adamson Lumpkin under the Trust Agreement dated February 6,
1970, for the benefit of Richard Anthony Lumpkin.
David R. Hodgman and Steven L. Grissom, as Trustees of two
1990 Personal Income Trusts, one for the benefit of each of
Benjamin Iverson Lumpkin and Elizabeth Arabella Lumpkin.
As so further amended and restated, the Amended 1998
Stockholders' Agreement provides, among other things, that:
* until December 31, 2001, the parties will not sell any equity
securities of the Company, or any other securities convertible
into or exchangeable for Company equity securities, without
receiving the prior written consent of the Company's board of
directors, except for transfers specifically permitted by the
agreement
* to the extent the board of directors approves a transfer of
Company equity securities by a party, the other parties are
automatically granted transfer rights
* the Company's board of directors will determine on a quarterly
basis the aggregate number, if any, of shares of Common Stock,
not to exceed in the aggregate 300,000 shares per quarter, that
the parties may sell during designated trading periods following
the release of the quarterly financial results of the Company
* to the extent the Company's board of directors grants
registration rights to a party in connection with a sale of
Company securities by that party, it will grant similar
registration rights to the other parties
* the Company's board of directors will determine for each of 2000
and 2001 the aggregate number, if any, of shares of Common Stock,
not to exceed in the aggregate on a per year basis a number of
shares equal to 15% of the total number of shares of Common Stock
beneficially owned by the parties as of December 31, 1998, to be
registered by the Company under the Securities Act for sale by
the parties
* in any underwritten offering of shares of Common Stock, other
than an offering on a registration statement on Form S-4 or Form
CUSIP No. 582266 10 2 13D/A Page 34
S-8 or any other form which would not permit the inclusion of
shares of Common Stock owned by the parties, the Company board of
directors will determine the aggregate number, if any, of shares
of Common Stock, not to exceed on a per year basis a number of
shares equal to 15% of the total number of shares of Common
Stock beneficially owned by the parties as of December 31, 1998,
to be registered by the Company for sale by the parties in
connection with the offering. The Company may subsequently
determine not to register any shares of the parties under the
Securities Act and may either not file a registration statement
or otherwise withdraw or abandon a registration statement
previously filed
Under the Amended 1998 Stockholders' Agreement, each party
also agreed, until it owns less than 2,500,000 shares of Common Stock,
to vote its shares and take all action within its power to:
* establish the size of the Company board of directors at up to 13
directors.
* cause to be elected to the Company board of directors one
director designated by AEC and its subsidiaries for so long as
they collectively own at least 2,500,000 shares of Common Stock.
* cause to be elected to the Company board of directors three
directors who are executive officers of the Company designated by
Clark McLeod for so long as Clark and Mary McLeod collectively
own at least 2,500,000 shares of Common Stock.
* cause Richard Lumpkin to be elected to the Company board of
directors for so long as Richard and Gail Lumpkin and various
other parties related to the Lumpkins collectively own at least
2,500,000 shares of Common Stock.
* cause to be elected to the Company board of directors up to eight
non-employee directors nominated by the board.
The Amended 1998 Stockholders' Agreement terminates on
December 31, 2001. In addition, if during each of 2000 and 2001 the
Company has not provided a party a reasonable opportunity to sell 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 a
party as of December 31, 1998, then that party may terminate the
agreement as it applies to that party.
The foregoing description of the 1998 Stockholders'
Agreement is qualified in its entirety by reference to the 1998
Stockholders' Agreement which is filed as an exhibit to this
statement.
CUSIP No. 582266 10 2 13D/A Page 35
In connection with the Company's acquisition of Ovation
Communications, Inc. ("Ovation"), the Company, IES Investments Inc.,
Clark E. McLeod, Mary E. McLeod, Richard A. Lumpkin and Gail G.
Lumpkin 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. On or about January 26, 1999, the other
former CCI shareholders who are parties to the 1998 Stockholders'
Agreement, along with certain permitted transferees, also became
parties to the 1999 Stockholders' Agreement, which was amended and
restated as of December 17, 1999, to, among other changes, add AEC and
other affiliates of IES as parties.
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.
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 shares from those trusts.
On May 12, 1999, the Selling Stockholders entered into the
Underwriting Agreement with other stockholders of the Company,
including certain Other Principal Stockholders and the Underwriters.
Under the terms of the Underwriting Agreement, the Selling
Stockholders sold an aggregate of 939,692 shares of Common Stock and
granted the Underwriters an option to purchase up to an aggregate of
560,308 shares of Common Stock to cover over-allotments of the
securities sold by the Selling Stockholders and other sellers pursuant
to the Underwriting Agreement. The option expired on June 11, 1999
without being exercised.
On November 30, 1999, Bank One, Texas, NA, of Dallas, Texas
was removed as trustee of each of the 12 Gallo Trusts, and US Trust
was appointed as trustee of those trusts.
On November 30, 1999, Bank One, Texas, NA, of Dallas, Texas
was removed as trustee of each of the 12 Grandchildren's Trusts, and
US Trust was appointed as trustee of those trusts.
Effective February 6, 2000, Steven L. Grissom and David R.
Hodgman, as trustees of the twelve 1990 Personal Income Trusts,
revoked the delegation of sale authority that they had granted to
Richard A. Lumpkin in November 1998. Effective February 7, 2000,
Steven L. Grissom and David R. Hodgman, as trustees, delegated to
CUSIP No. 582266 10 2 13D/A Page 36
Richard A. Lumpkin trading authority over all equity interests in the
Company, including the Common Stock, held in the Richard Anthony
Lumpkin 1990 Personal Income Trust for the benefit of Elizabeth
Arabella Lumpkin dated April 20, 1990 and the Richard Anthony Lumpkin
1990 Personal Income Trust for the Benefit of Benjamin Iverson Lumpkin
dated April 20, 1990.
Effective February 6, 2000, Richard A. Lumpkin irrevocably
delegated to Mary Lee Sparks, for a period of two years, all of his
rights and powers to manage, sell, exchange, transfer or vote any
equity interests in the Company, including the Common Stock, owned on
that date, or at any time during the two-year term of the delegation,
by the Gallo Trusts held for the benefit of a child of Mary Lee
Sparks. Accordingly, Richard A. Lumpkin no longer has or shares
voting or investment power with respect to Common Stock held by any of
such trusts.
Effective February 6, 2000, Richard A. Lumpkin irrevocably
delegated to Mary Lee Sparks, for a period of two years, all of his
rights and powers to manage, sell, exchange, transfer or vote any
equity interests in the Company, including the Common Stock, owned on
that date, or at any time during the two-year term of the delegation,
by the Grandchildren's Trusts held for the benefit of a child of Mary
Lee Sparks. Accordingly, Richard A. Lumpkin no longer has or shares
voting or investment power with respect to Common Stock held by any of
such trusts.
Effective February 6, 2000, Richard A. Lumpkin irrevocably
delegated to Mary Lee Sparks, for a period of two years, all of his
rights and powers to manage, sell, exchange, transfer or vote any
equity interests in the Company, including the Common Stock, owned on
that date, or at any time during the two-year term of the delegation,
by the 1970 Trust held for the benefit of Mary Lee Sparks and her
family. Accordingly, Richard A. Lumpkin no longer has or shares
voting or investment power with respect to Common Stock held by such
trust.
Effective February 6, 2000, Richard A. Lumpkin irrevocably
delegated to Margaret L. Keon, for a period of two years, all of his
rights and powers to manage, sell, exchange, transfer or vote any
equity interests in the Company, including the Common Stock, owned on
that date, or at any time during the two-year term of the delegation,
by the Gallo Trusts held for the benefit of a child of Margaret L.
Keon. Accordingly, Richard A. Lumpkin no longer has or shares voting
or investment power with respect to Common Stock held by any of such
trusts.
Effective February 6, 2000, Richard A. Lumpkin irrevocably
delegated to Margaret L. Keon, for a period of two years, all of his
rights and powers to manage, sell, exchange, transfer or vote any
equity interests in the Company, including the Common Stock, owned on
CUSIP No. 582266 10 2 13D/A Page 37
that date, or at any time during the two-year term of the delegation,
by the Grandchildren's Trusts held for the benefit of a child of
Margaret L. Keon. Accordingly, Richard A. Lumpkin no longer has or
shares voting or investment power with respect to Common Stock held by
any of such trusts.
Effective February 6, 2000, Richard A. Lumpkin irrevocably
delegated to Margaret L. Keon, for a period of two years, all of his
rights and powers to manage, sell, exchange, transfer or vote any
equity interests in the Company, including the Common Stock, owned on
that date, or at any time during the two-year term of the delegation,
by the 1970 Trust held for the benefit of Margaret L. Keon and her
family. Accordingly, Richard A. Lumpkin no longer has or shares
voting or investment power with respect to Common Stock held by such
trust.
Effective February 15, 2000, Mary Lee Sparks named Steven L.
Grissom as agent with respect to the sale of shares held by her
individually, and Margaret L. Keon named Steven L. Grissom as agent
with respect to the sale of shares held by the Margaret Lumpkin Keon
Trust dated May 13, 1978.
Item 7. Materials to be Filed as Exhibits.
1. Stockholders' Agreement dated as of June 14, 1997,
among the Company, Former CCI Shareholders, (including the Reporting
Person), 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.)
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 Company's Current Report on Form 8-K, filed 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. Second Amended and Restated November 1998 Stockholder's
Agreement dated as of December 17, 1999 among the Company, Alliant
Energy Comp., IES, Heartland Properties, Alliant Energy Foundation,
Clark E. McLeod, Mary McLeod, Richard A. Lumpkin and each of the
former shareholders of CCI and certain permitted transferees of the
CUSIP No. 582266 10 2 13D/A Page 38
former CCI shareholders as listed on Schedule I thereto.
(Incorporated by reference to Exhibit 4.24 of the Company's 10K for
the year ending December 31, 1999).
5. Second Amended and Restated January 1999 Stockholders'
Agreement dated as of December 17, 1999, among the Company, Alliant
Energy Comp., IES, Heartland Properties, Alliant Energy Foundation,
Clark E. McLeod, Mary McLeod, Richard A. Lumpkin and each of the
former shareholders of CCI and certain permitted transferees of the
former CCI shareholders as listed on Schedule I thereto M/C Investors,
and Media/Communications Partners III. (Incorporated by reference to
Exhibit 4.25 of the Company's 10K for the year ending December 31,
1999).
6. Third Amended and Restated November 1998 Stockholder's
Agreement dated as of March 10, 2000, among the Company, Alliant
Energy Comp., IES, Heartland Properties, Alliant Energy Foundation,
Clark E. McLeod, Mary McLeod, Richard A. Lumpkin and each of the
former shareholders of CCI and certain permitted transferees of the
former CCI shareholders as listed on Schedule I thereto.
7. Third Amended and Restated January 1999 Stockholder's
Agreement dated as of March 10, 2000 among the Company, Alliant Energy
Comp., IES, Heartland Properties, Alliant Energy Foundation, Clark E.
McLeod, Mary McLeod, Richard A. Lumpkin and each of the former
shareholders of CCI and certain permitted transferees of the former
CCI shareholders as listed on Schedule I thereto M/C Investors, and
Media/Communications Partners III.
CUSIP No. 582266 10 2 13D/A Page 39
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: April 17, 2000
____________________________________
David R. Hodgman, as Trustee
CUSIP No. 582266 10 2 13D/A Page 40
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 Person) 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/A,
none of the directors or executive officers of the Foundation is the
beneficial owner of any Common Stock of the Company.
<TABLE>
<CAPTION>
Name Occupation Address
<S> <C> <C>
Susan T. DeWyngaert Physician 335 South 7th Street
Philadelphia, Pennsylvania 19106
Christina L. Duncan Homemaker 194 North Bald Hill Road
(aka Christina Sparks Duncan) New Canaan, Connecticut 06840
Barbara L. Federico Homemaker 4840 Ashville Bay Road
(aka Barbara Sparks Federico) Ashville, New York 14710
Steven L. Grissom Treasurer of Illinois Consolidated Communications/
Consolidated Telephone Company McLeodUSA
121 South 17th Street
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
Katherine S. Keon Philanthropist c/o Keon Associates
16 Miller Avenue, Suite 203
Mill Valley, California 94941
Liese A. Keon Management Consultant 355 Paragon Drive
Boulder, Colorado 80303
Margaret L. Keon Owner of Keon Associates, Career c/o Keon Associates
Consultant; (Director and 16 Miller Avenue, Suite 203
President of the Foundation) Mill Valley, California 94941
Margaret Lynley Keon Homemaker 56 Bourne St.
London, England SW1W8JD
Benjamin I. Lumpkin Newspaper Journalist 1523 1st Street
Apt. R208
Coronado, California 92118
Elizabeth L. Celio (aka Director of the Foundation 815 Columbian
Elizabeth A. Lumpkin) Oak Park, Illinois 60302
CUSIP No. 582266 10 2 13D/A Page 41
Name Occupation Address
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)
John W. Sparks Owner of Knave of All Trades, 229 Saavedra, S.W.
Cabinet Maker/Construction; Albuquerque, New Mexico 87105
(Director of the Foundation)
Mary Lee Sparks Homemaker; (Director of the 2438 Campbell Road, N.W.
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 57 Eastern Point Boulevard
(aka Anne Sparks Whitten) Gloucester, Massachusetts 01930
</TABLE>
THIRD AMENDED AND RESTATED
NOVEMBER 1998 STOCKHOLDERS' AGREEMENT
This Third Amended and Restated November 1998 Stockholders'
Agreement (this "Agreement") is entered into as of March 10, 2000, by
and among McLeodUSA Incorporated, a Delaware corporation (the
"Company"); Alliant Energy Corporation, a Wisconsin corporation
("AEC"); Alliant Energy Investments, Inc., an Iowa corporation and
indirect wholly owned subsidiary of AEC ("AEI"); Heartland Properties,
Inc., a Wisconsin corporation and indirect wholly owned subsidiary of
AEC ("Heartland"); LNT Communications LLC, an Iowa limited liability
company and indirect wholly owned subsidiary of AEC ("LNT"); Alliant
Energy Foundation, Inc., a Wisconsin corporation (non-profit) ("AEF"
and together with AEC, AEI, Heartland and LNT, the "AEC Entities");
Clark E. McLeod ("McLeod"); Mary E. McLeod (together with McLeod, the
"McLeods"); Richard A. Lumpkin ("Lumpkin") and certain of the former
shareholders of Consolidated Communications Inc. ("CCI") and certain
permitted transferees of certain of the former CCI shareholders in
each case who are listed in SCHEDULE I hereto (the "Principal CCI
Shareholders"); and for purposes of Sections 4, 5.6, 5.8(b), 5.11 and
the first and second sentences of Section 5.3 only, certain of the
other former CCI shareholders and certain permitted transferees of
certain of the other former CCI shareholders in each case who are
listed in SCHEDULE II hereto (the "Other CCI Shareholders"). The AEC
Entities, the McLeods, and Lumpkin and the Principal CCI Shareholders
are referred to herein collectively as the "Principal Stockholders"
and individually as a "Principal Stockholder."
WHEREAS, the Company, AEC, AEI, Heartland, AEF, the McLeods,
Lumpkin, the Principal CCI Shareholders and the Other CCI Shareholders
are parties to a Second Amended and Restated November 1998
Stockholders' Agreement, entered into as of December 17, 1999 (the
"Second Amended and Restated November 1998 Stockholders' Agreement");
WHEREAS, the Company, AEC, AEI, Heartland, AEF, the McLeods,
Lumpkin and the Principal CCI Shareholders desire to add LNT as a
party to this Agreement as a result of the transfer of certain shares
of the Company's Class A common stock, par value $.01 per share (the
"Class A Common Stock"), by an Affiliate (as defined in Section 1.2)
of AEC to LNT;
WHEREAS, the Other CCI Shareholders no longer desire to be
parties to this Agreement and the Company and the Principal
Stockholders desire to terminate the Other CCI Shareholders as parties
to this Agreement;
WHEREAS, the Company and the Principal Stockholders deem it
to be in the best interests of the Company and its stockholders to
provide for the continuity and stability of the business and policies
of the Company on the terms and conditions hereinafter set forth;
WHEREAS, concurrently with the execution and delivery of
this Agreement, the Company, the Principal Stockholders, the Other CCI
Shareholders and certain other stockholders of the Company are
entering into an amendment and restatement of the Second Amended and
Restated January 1999 Stockholders' Agreement, entered into as of
December 17, 1999; and
WHEREAS, the Company and the Principal Stockholders desire
to amend and restate the Second Amended and Restated November 1998
Stockholders' Agreement in its entirety with the terms and conditions
hereinafter set forth;
NOW, THEREFORE, for and in consideration of the foregoing
and of the mutual covenants and agreements contained herein, the
parties hereto agree as follows:
1. VOTING AGREEMENT
1.1 BOARD OF DIRECTORS
For the period commencing on the Effective Date (as defined
in Section 1.2) and ending on the Expiration Date (as defined in
Section 1.2), each Principal Stockholder, for so long as each such
Principal Stockholder beneficially and continuously owns at least two
million five hundred thousand (2,500,000) shares of Class A Common
Stock, subject to adjustment pursuant to Section 5.1, shall take or
cause to be taken all such action within their respective power and
authority as may be required:
(a) to establish and maintain the authorized size of the
Board of Directors of the Company (the "Board of
Directors" or the "Board") at up to thirteen (13)
directors;
(b) to cause to be elected to the Board one (1) director
designated by the AEC Entities, for so long as the AEC
Entities collectively beneficially and continuously own
at least two million five hundred thousand (2,500,000)
shares of Class A Common Stock (subject to adjustment
pursuant to Section 5.1);
(c) to cause Lumpkin to be elected to the Board, for so
long as Lumpkin and the Principal CCI Shareholders
collectively beneficially and continuously own at least
two million five hundred thousand (2,500,000) shares of
Class A Common Stock (subject to adjustment pursuant to
Section 5.1);
(d) to cause to be elected to the Board three (3) directors
who are executive officers of the Company designated by
McLeod, for so long as the McLeods collectively
beneficially and continuously own at least two million
five hundred thousand (2,500,000) shares of Class A
Common Stock (subject to adjustment pursuant to Section
5.1);
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(e) to cause to be elected to the Board a director or
directors nominated by the Board to replace a director
or directors designated pursuant to paragraphs (b)
through (d) above upon the earlier to occur of such
designated director's or directors' resignation (and
the acceptance of such resignation by the Board) and
the expiration of such director's or directors' term as
a result of any party or parties identified in
paragraphs (b) through (d) above no longer collectively
beneficially and continuously owning at least two
million five hundred thousand (2,500,000) shares of
Class A Common Stock (subject to adjustment pursuant to
Section 5.1) at any time during the period commencing
on the Effective Date and ending on the Expiration
Date; it being understood that within three (3)
business days following such time that the party or
parties identified in paragraphs (b) through (d) above
no longer collectively beneficially and continuously
own at least two million five hundred thousand
(2,500,000) shares of Class A Common Stock (subject to
adjustment pursuant to Section 5.1) during such period,
such party or parties shall use its or their respective
best efforts to cause the director or directors
designated by such party or parties to tender their
immediate resignation to the Board which the Board may
accept or reject; and
(f) to cause to be elected to the Board, if and as
nominated by the Board, up to eight (8) non-employee
directors.
For purposes of Section 1.1, (i) the McLeods shall be deemed
to be a single Principal Stockholder, (ii) Lumpkin and all of the
Principal CCI Shareholders shall be deemed to be a single Principal
Stockholder, and the Principal CCI Shareholders shall be deemed to own
shares "continuously" as long as the shares of the Principal CCI
Shareholders are owned by the Principal CCI Shareholders or a CCI
Permitted Transferee (as defined in Section 3.1), and (iii) the AEC
Entities shall be deemed to be a single Principal Stockholder, and the
AEC Entities shall be deemed to own shares "continuously" as long as
the shares of the AEC Entities are owned by the AEC Entities or an AEC
Permitted Transferee (as defined in Section 3.1).
1.2 DEFINITIONS
For purposes of this Agreement, the following terms have the
meanings indicated:
(a) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act").
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(b) A person shall be deemed the "beneficial owner" of and
shall be deemed to "beneficially own" any securities:
(i) which such person or any of such person's
Affiliates or Associates, directly or
indirectly, has the right to acquire (whether
such right is exercisable immediately or only
after the passage of time) pursuant to any
agreement, arrangement or understanding
(whether or not in writing), or upon the
exercise of conversion rights, exchange
rights, other rights, warrants or options, or
otherwise;
(ii) which such person or any of such person's
Affiliates or Associates, directly or
indirectly, has the right to vote or dispose
of or has "beneficial ownership" of (as
determined pursuant to Rule 13d-3 under the
Exchange Act), including pursuant to any
agreement, arrangement or understanding,
whether or not in writing; or
(iii) which are beneficially owned, directly or
indirectly, by any other person (or any
Affiliate or Associate thereof) with which
such person or any of such person's
Affiliates or Associates has any agreement,
arrangement or understanding (whether or not
in writing), for the purpose of acquiring,
holding, voting or disposing of any voting
securities of the Company.
For purposes of the definition of "beneficial owner"
and "beneficially own," the terms "agreement,"
"arrangement" and "understanding" shall not include
this Agreement or the Third Amended and Restated
January 1999 Stockholders' Agreement (as defined in
Section 1.2).
(c) "Effective Date" shall mean March 10, 2000.
(d) "Expiration Date" shall mean December 31, 2001.
(e) "Original Stockholders' Agreement" shall mean the
Stockholders' Agreement, entered into as of June 14,
1997, as amended on September 19, 1997, by and among
the Company, AEI, the McLeods, Lumpkin and certain
other stockholders.
(f) "Stock Split" shall mean that certain two-for-one stock
split in the form of a stock dividend paid on July 26,
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1999 to stockholders of record on July 12, 1999
effected by the Company with respect to its Class A
Common Stock.
(g) "Subsidiary" or "Subsidiaries" shall mean a
corporation, partnership, joint venture or other entity
of which AEC owns, directly or indirectly, one hundred
percent (100%) of the outstanding securities or other
interests the holders of which are generally entitled
to vote for the election of the board of directors or
other governing body.
(h) "Third Amended and Restated January 1999 Stockholders'
Agreement" shall mean the Third Amended and Restated
January 1999 Stockholders' Agreement, entered into as
of March 10, 2000, by and among the Company, the
Principal Stockholders, the Other CCI Shareholders, M/C
Investors L.L.C. and Media/Communications Partners III
Limited Partnership.
2. STANDSTILL
AEC hereby agrees that, prior to the Expiration Date, neither AEC
nor any Affiliate of AEC will (and AEC will not assist or encourage
others to), directly or indirectly, acquire or agree, offer, seek or
propose to acquire, or cause to be acquired, ownership (including, but
not limited to, beneficial ownership) of any securities issued by the
Company or any of its subsidiaries, or any rights or options to
acquire such ownership (including from a third party), except (a) to
the extent expressly set forth in this Agreement, (b) as consented
prior thereto in writing by the Board of Directors, (c) upon
conversion of any Class B common stock, $.01 par value per share, of
the Company into Class A Common Stock pursuant to the terms thereof,
(d) with respect to transfers of equity securities between or among
AEC and AEC's Subsidiaries consistent with the terms and conditions of
this Agreement, or (e) with respect to the grant, vesting or exercise
of stock options.
3. TRANSFERS OF SECURITIES
3.1 RESTRICTIONS ON TRANSFERS
(a) Except as otherwise provided in this Section 3.1 or
Section 3.2, each Principal Stockholder hereby severally agrees that
until the Expiration Date, such Principal Stockholder 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 ("Securities") beneficially
owned by such Principal Stockholder (including distributions of
Securities with respect to such Securities and Securities acquired as
a result of a stock split with respect to such Securities) without
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submitting a written request to, and receiving the prior written
consent of, the Board of Directors, PROVIDED, HOWEVER, that (i) the
AEC Entities may transfer Securities to or among any Subsidiary or
Subsidiaries of AEC, and (ii) any Principal CCI Shareholder may
transfer Securities to any other Principal CCI Shareholder, the spouse
of a Principal CCI Shareholder, or a lineal descendant of a Principal
CCI Shareholder (or a trust for the primary benefit of any one or more
of a Principal CCI Shareholder, the spouse of a Principal CCI
Shareholder, or a lineal descendant of a Principal CCI Shareholder or
a partnership or limited liability company owned and managed solely by
one or more Principal CCI Shareholders, spouses of Principal CCI
Shareholders and lineal descendants of Principal CCI Shareholders),
or, in the case of a Principal CCI Shareholder that is a trust, to any
beneficiary of such trust (or a trust for the primary benefit of such
beneficiary or a partnership or limited liability company owned and
managed solely by one or more Principal CCI Shareholders, spouses of
Principal CCI Shareholders and lineal descendants of Principal CCI
Shareholders), in each case with respect to clause (i) and clause
(ii), provided that (x) such transfer is done in accordance with the
transfer restrictions applicable to such Securities under federal and
state securities laws and (y) the transferee agrees to be bound by the
terms hereof (as this Agreement may be amended or amended and restated
from time to time) as a Principal Stockholder with respect to the
shares being transferred pursuant to this Section (any such AEC Entity
transferee pursuant to the foregoing proviso, an "AEC Permitted
Transferee" and any such Principal CCI Shareholder transferee pursuant
to the foregoing proviso, a "CCI Permitted Transferee"), and any such
transfer shall not constitute a "Transfer" for purposes of this
Agreement. Notwithstanding the foregoing, no party hereto shall avoid
the provisions of this Agreement by making one or more transfers to
one or more AEC Permitted Transferees or CCI Permitted Transferees, as
the case may be, and then at any time directly or indirectly disposing
of all or any portion of such party's interest in any such AEC
Permitted Transferee or CCI Permitted Transferee, as the case may be.
In the event that the Board of Directors consents to any Transfer of
Securities by a Principal Stockholder pursuant to this Section 3.1(a)
upon the written request of such Principal Stockholder (the
"Transferring Stockholder") and except as otherwise provided in
Section 3.1(b) and Section 3.2, each other Principal Stockholder
shall, notwithstanding the provisions of this Section 3.1(a), have the
right to Transfer a percentage of the total number of Securities
beneficially owned by such Principal Stockholder equal to the
percentage of the total number of Securities beneficially owned by the
Transferring Stockholder that the Board of Directors has consented may
be Transferred by such Transferring Stockholder. The parties
acknowledge that any Transfer pursuant to this Section 3.1(a) to which
the Board of Directors has consented may be in connection with, or as
part of, a private placement by the Company of, or other transaction
involving, its Securities.
(b) In addition to the provisions of Section 3.1(a), for
the period commencing for the quarter ending March 31, 2000 and ending
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on the Expiration Date, the Board shall determine prior to the public
release of the Company's consolidated financial results with respect
to each such financial reporting quarter during such period, the
aggregate number, if any, of shares of Class A Common Stock (not to
exceed in the aggregate three hundred thousand (300,000) shares of
Class A Common Stock per quarter, subject to adjustment pursuant to
Section 5.1) that may be Transferred by the Principal Stockholders
(the "Transfer Amount") during the period commencing on the third
(3rd) business day and ending on the twenty-third (23rd) business day
following such public release of the Company's quarterly or annual
financial results or such other trading period designated or permitted
by the Board with respect to the purchase and sale of its Securities
(each such period, a "Transfer Period"). Notwithstanding the
provisions of Section 3.1(a), each Principal Stockholder shall be
entitled to Transfer during each Transfer Period, provided such
Transfer is effected in accordance with all applicable federal and
state securities laws, a number of shares of Class A Common Stock
equal to thirty-three and one-third percent (33 1/3%) of the Transfer
Amount, if any, for such Transfer Period (rounding down in the case of
any fractional amount). Any portion of any Principal Stockholder's
share of the Transfer Amount that such Principal Stockholder elects
not to transfer during a Transfer Period shall be reallocated equally
among the remaining Principal Stockholders who intend to Transfer
shares of Class A Common Stock during such Transfer Period, and such
remaining Principal Stockholders shall be entitled to Transfer such
additional shares of Class A Common Stock during the Transfer Period,
provided such Transfer is effected in accordance with all applicable
federal and state securities laws. In no event shall any portion of a
Transfer Amount that is not utilized by a Principal Stockholder during
a Transfer Period be reallocated or otherwise credited to any
subsequent Transfer Periods.
(c) For the period commencing for the quarter ending March
31, 2000 and ending on the Expiration Date, the Company shall give
each Principal Stockholder prompt written notice (in any event no
later than fifty (50) days prior to the beginning of the applicable
Transfer Period) of its determination of any Transfer Amount. Within
seven (7) days of receipt of such notice, any Principal Stockholder
that desires to Transfer shares of Class A Common Stock during such
Transfer Period pursuant to Section 3.1(b) shall provide written
notice to the Company of the number of shares of Class A Common Stock
that such Principal Stockholder desires to Transfer pursuant to
Section 3.1(b). Not later than seven (7) days after receipt of such
responses, the Company shall notify all remaining Principal
Stockholders of any Principal Stockholder's election not to Transfer
the total number of shares of Class A Common Stock that such Principal
Stockholder is entitled to Transfer during such Transfer Period. Any
Principal Stockholder that desires to Transfer additional shares of
Class A Common Stock equal to all or part of the remaining Transfer
Amount shall notify the Company within seven (7) days of receipt of
the Company's second notice. The Company shall allocate the remaining
Transfer Amount in accordance with the provisions of Section 3.1(b)
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and shall notify the appropriate Principal Stockholders of such
allocation no later than ten (10) days prior to the beginning of the
Transfer Period.
(d) For purposes of this Section 3.1, the McLeods shall be
deemed to be a single Principal Stockholder, Lumpkin and all of the
Principal CCI Shareholders shall be deemed to be a single Principal
Stockholder and the AEC Entities shall be deemed to be a single
Principal Stockholder.
3.2 REGISTRATION RIGHTS
(a) In the event that the Board of Directors consents
pursuant to Section 3.1(a) to a Principal Stockholder's request for a
Transfer and in connection therewith, the Company agrees to register
Securities with respect to such Transfer under the Securities Act of
1933, as amended (the "Securities Act"), the Company shall grant each
other Principal Stockholder the opportunity (subject to reduction in
the event the registered Transfer is underwritten) to register for
Transfer under the Securities Act a percentage of the total number of
Securities beneficially owned by such Principal Stockholder equal to
the percentage of the total number of Securities beneficially owned by
the Transferring Stockholder that such Transferring Stockholder is
registering for Transfer under the Securities Act, on the same terms
and conditions as the Transferring Stockholder (each Principal
Stockholder registering, or indicating a desire to register, any
Securities for Transfer under the Securities Act pursuant to this
Section 3.2 being a "Registering Transferor").
(b) To the extent that the Company grants pursuant to
Section 3.1(b) a Principal Stockholder the opportunity to register
shares of Class A Common Stock for Transfer under the Securities Act,
the Company shall grant each other Principal Stockholder the
opportunity (subject to reduction in the event the registered Transfer
is underwritten) to register an equal number of shares of Class A
Common Stock for Transfer under the Securities Act on the same terms
and conditions.
(c) In the event the Company proposes to register any
shares of Class A Common Stock under the Securities Act pursuant to an
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 the shares of Class
A Common Stock of the Principal Stockholders), the Company, as
determined by the Board of Directors, shall give written notice to all
Principal Stockholders of its intention to effect such a registration.
Following any such notice, the Board of Directors shall undertake to
determine the aggregate number, if any, of shares of Class A Common
Stock held by the Principal Stockholders (not to exceed in the
aggregate on a per year basis a number of shares of Class A Common
Stock equal to fifteen percent (15%) of the total number of shares of
Class A Common Stock beneficially owned by the Principal Stockholders
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as of December 31, 1998 (and which, in the aggregate for Lumpkin and
all of the Principal CCI Shareholders (based on the termination of the
Other CCI Shareholders as parties to this Agreement) on a pre-Stock
Split basis, is fifteen percent (15%) of 2,755,651 shares of Class A
Common Stock), subject to appropriate and proportionate adjustment as
a result of the Stock Split and subject to adjustment pursuant to
Section 5.1) to be registered by the Company under the Securities Act
(the "Registrable Amount") for Transfer by the Principal Stockholders
in connection with such offering. If the Board determines to register
shares of Class A Common Stock held by the Principal Stockholders
pursuant to this Section 3.2(c), the Company will promptly give
written notice of such determination to all Principal Stockholders,
and thereupon the Company will use commercially reasonable efforts to
effect the registration of that portion of the Registrable Amount that
the Registering Transferors indicate a desire to register. In the
event the Registering Transferors indicate a desire to register a
number of shares of Class A Common Stock that, in the aggregate,
exceeds the Registrable Amount, the number of shares of Class A Common
Stock that each Registering Transferor shall be entitled to register
shall be reduced to the extent such number exceeds such Registering
Transferor's pro rata share of the Registrable Amount based upon the
ratio of the total number of Securities beneficially owned by such
Registering Transferor to the total number of Securities beneficially
owned by all Principal Shareholders. To the extent any portion of the
Registrable Amount remains unallocated after such reductions, each
Registering Transferor who has indicated a desire to register
additional shares of Class A Common Stock shall be entitled to
register an additional amount of Class A Common Stock equal to such
Registering Transferor's pro rata portion of the remaining Registrable
Amount based upon the ratio of the total number of Securities
beneficially owned by such Registering Transferor to the total number
of Securities beneficially owned by all Registering Transferors who
have indicated a desire to register additional shares of Class A
Common Stock. The reallocation procedure described in the preceding
sentence shall be repeated until the entire Registrable Amount is
allocated. All terms, conditions and rights with respect to such
registration (including but not limited to any determination to reduce
the Registrable Amount) shall be determined by the Board, provided
that (i) the representations and warranties of a Principal Stockholder
shall be customary taking into account, among other things, the nature
of the offering and such Principal Stockholder's relationship with the
Company, and (ii) the Company shall be responsible for all expenses
with respect to such registration other than underwriting discounts
and commissions allocable to the Class A Common Stock of the
Registering Transferors, which underwriting discounts and commissions
shall be the responsibility of the Registering Transferors.
(d) In addition to the registration rights granted pursuant
to Sections 3.2(a), (b) and (c), no more frequently than once during
each of the calendar years ending December 31, 2000 and 2001 (each
such year, an "Annual Period"), and upon either (i) the receipt of a
written request of one or more Principal Stockholders or (ii) a
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determination by the Board of Directors, the Board shall undertake to
determine the Registrable Amount, if any, for Transfer by the
Principal Stockholders. If the Board determines to register shares of
Class A Common Stock held by the Principal Stockholders pursuant to
this Section 3.2(d), the Company will promptly give written notice of
such determination to all Principal Stockholders, and thereupon the
Company will use commercially reasonable efforts to effect the
registration of that portion of the Registrable Amount that the
Registering Transferors indicate a desire to register. In the event
the Registering Transferors indicate a desire to register a number of
shares of Class A Common Stock that, in the aggregate, exceeds the
Registrable Amount, the number of shares of Class A Common Stock that
each Registering Transferor shall be entitled to register shall be
reduced to the extent such number exceeds such Registering
Transferor's pro rata share of the Registrable Amount based upon the
ratio of the total number of Securities beneficially owned by such
Registering Transferor to the total number of Securities beneficially
owned by all Principal Stockholders. To the extent any portion of the
Registrable Amount remains unallocated after such reductions, each
Registering Transferor who has indicated a desire to register
additional shares of Class A Common Stock shall be entitled to
register an additional amount of Class A Common Stock equal to such
Registering Transferor's pro rata portion of the remaining Registrable
Amount based upon the ratio of the total number of Securities
beneficially owned by such Registering Transferor to the total number
of Securities beneficially owned by all Registering Transferors who
have indicated a desire to register additional shares of Class A
Common Stock. The reallocation procedure described in the preceding
sentence shall be repeated until the entire Registrable Amount is
allocated. All terms, conditions and rights with respect to such
registration (including but not limited to any determination to reduce
the Registrable Amount) shall be determined by the Board, provided
that (i) the representations and warranties of a Principal Stockholder
shall be customary taking into account, among other things, the nature
of the offering and such Principal Stockholder's relationship with the
Company, and (ii) the Company shall be responsible for all expenses
with respect to such registration other than underwriting discounts
and commissions, which underwriting discounts and commissions shall be
the responsibility of the Registering Transferors.
(e) If the Board establishes a committee (a "Pricing
Committee") to authorize and approve the price and any other terms of
any Transfer of Securities registered under the Securities Act
pursuant to this Section 3.2 in which Lumpkin or any Principal CCI
Shareholder is participating as a Registering Transferor, the Company
will use its best efforts to cause Lumpkin to be nominated to such
Pricing Committee. Notwithstanding any other provision of this
Agreement, to the extent the Company has undertaken to register
Securities of the Principal Stockholders pursuant to this Section 3.2,
the Company may subsequently determine not to register such Securities
and may either not file a registration statement or otherwise withdraw
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or abandon a registration statement previously filed with respect to
the registration of such Securities.
(f) For purposes of this Section 3.2, the McLeods shall be
deemed to be a single Principal Stockholder, Lumpkin and all of the
Principal CCI Shareholders shall be deemed to be a single Principal
Stockholder and the AEC Entities shall be deemed to be a single
Principal Stockholder.
4. REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS AND WARRANTIES OF NON-INDIVIDUAL
STOCKHOLDERS
Each non-individual party to this Agreement hereby
represents and warrants, as of the date of this Agreement, to the
Company and to each other party as follows:
4.1.1 AUTHORIZATION
Such party has taken all action necessary for it to enter
into this Agreement and to consummate the transactions contemplated
hereby.
4.1.2 BINDING OBLIGATION
This Agreement constitutes a valid and binding obligation of
such party, enforceable in accordance with its terms, except to the
extent that such enforceability may be limited by bankruptcy,
insolvency, and similar laws affecting the rights and remedies of
creditors generally, and by general principles of equity and public
policy; and each document and instrument to be executed by such party
pursuant hereto, when executed and delivered in accordance with the
provisions hereof, shall be a valid and binding obligation of such
party, enforceable in accordance with its terms (with the aforesaid
exceptions).
4.2 REPRESENTATIONS AND WARRANTIES OF INDIVIDUAL STOCKHOLDERS
Each party to this Agreement who is an individual hereby
represents and warrants, as of the date of this Agreement, to the
Company and to each other party as follows:
4.2.1 POWER AND AUTHORITY
Such party has the legal capacity and all other power and
authority necessary to enter into this Agreement and to consummate the
transactions contemplated hereby.
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4.2.2 BINDING OBLIGATION
This Agreement constitutes a valid and binding obligation of
such party, enforceable in accordance with its terms, except to the
extent that such enforceability may be limited by bankruptcy,
insolvency, and similar laws affecting the rights and remedies of
creditors generally, and by general principles of equity and public
policy; and each document and instrument to be executed by such party
pursuant hereto, when executed and delivered in accordance with the
provisions hereof, shall be a valid and binding obligation of such
party, enforceable in accordance with its terms (with the aforesaid
exceptions).
4.3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants, as of the date
of this Agreement, to each party as follows:
4.3.1 AUTHORIZATION
The Company has taken all corporate action necessary for it
to enter into this Agreement and to consummate the transactions
contemplated hereby.
4.3.2 BINDING OBLIGATION
This Agreement constitutes a valid and binding obligation of
the Company, enforceable in accordance with its terms, except to the
extent that such enforceability may be limited by bankruptcy,
insolvency, and similar laws affecting the rights and remedies of
creditors generally, and by general principles of equity and public
policy; and each document and instrument to be executed by the Company
pursuant hereto, when executed and delivered in accordance with the
provisions hereof, shall be a valid and binding obligation of the
Company, enforceable in accordance with its terms (with the aforesaid
exceptions).
5. MISCELLANEOUS
5.1 EFFECT OF CHANGES IN CAPITALIZATION
All share amounts of the Company's capital stock referred to
in this Agreement shall be appropriately and proportionally adjusted
for any recapitalization, reclassification, stock split-up,
combination of shares, exchange of shares, stock dividend or other
distribution payable in capital stock, or other increase or decrease
in such shares effected without receipt of consideration by the
Company, occurring after the date of this Agreement.
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5.2 ADDITIONAL ACTIONS AND DOCUMENTS
Each of the parties hereto hereby agrees to take or cause to
be taken such further actions, to execute, deliver and file or cause
to be executed, delivered and filed such further documents and
instruments, and to obtain such consents, as may be necessary or as
may be reasonably requested in order to fully effectuate the purposes,
terms and conditions of this Agreement, whether before, at or after
the Effective Date.
5.3 ENTIRE AGREEMENT; TERMINATION OF ORIGINAL STOCKHOLDERS'
AGREEMENT; AMENDMENT
Other than the Third Amended and Restated January 1999
Stockholders' Agreement with respect to the parties thereto and as set
forth therein, this Agreement constitutes the entire agreement among
the parties hereto as of the date hereof with respect to the specific
matters contemplated herein, and it supersedes all prior oral or
written agreements, commitments or understandings with respect to the
matters provided for herein. The parties hereto further agree,
confirm and acknowledge that the Original Stockholders' Agreement is
terminated and of no force or effect. No amendment, modification or
discharge of this Agreement shall be valid or binding unless set forth
in writing and duly executed by the Company and by the party against
whom enforcement of the amendment, modification, or discharge is
sought.
5.4 LIMITATION ON BENEFIT
It is the explicit intention of the parties hereto that no
person or entity other than the parties hereto is or shall be entitled
to bring any action to enforce any provision of this Agreement against
any of the parties hereto, and the covenants, undertakings and
agreements set forth in this Agreement shall be solely for the benefit
of, and shall be enforceable only by, the parties hereto or their
respective successors, heirs, executors, administrators, legal
representatives and permitted assigns.
5.5 BINDING EFFECT; SPECIFIC PERFORMANCE
This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors, heirs,
executors, administrators, legal representatives and permitted
assigns. No party shall assign this Agreement without the written
consent of the other parties hereto; and such consent shall not be
unreasonably withheld. The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties
shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or in equity.
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5.6 GOVERNING LAW
This Agreement, the rights and obligations of the parties
hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of Delaware (excluding
the choice of law rules thereof).
5.7 NOTICES
All notices, demands, requests, or other communications
which may be or are required to be given, served, or sent by any party
to any other party pursuant to this Agreement shall be in writing and
shall be hand-delivered or mailed by first-class, registered or
certified mail, return receipt requested, postage prepaid, or
transmitted by telegram, telecopy, facsimile transmission or telex,
addressed as follows:
(i) If to the Company or to the McLeods:
McLeodUSA Incorporated
McLeodUSA Technology Park
6400 C Street, SW, P.O. Box 3177
Cedar Rapids, IA 52406-3177
Attention: Randall Rings
Facsimile: (319) 790-7901
(ii) If to the AEC Entities:
Alliant Energy Investments, Inc.
200 1st Street SE
Cedar Rapids, IA 52401
Attention: James E. Hoffman
Facsimile: (319) 398-4204
(iii) If to Lumpkin or any Principal CCI Shareholder:
P.O. Box 1234
Mattoon, IL 61938
Attention: Richard A. Lumpkin
Facsimile: (217) 234-9934
with a copy to:
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
Attention: David R. Hodgman, Esq.
Facsimile: (312) 258-5600
Each party may designate by notice in writing a new address
to which any notice, demand, request or communication may thereafter
be so given, served or sent. Each notice, demand, request, or
-14-
communication which shall be hand-delivered, mailed, transmitted,
telecopied or telexed in the manner described above, or which shall be
delivered to a telegraph company, shall be deemed sufficiently given,
served, sent, received or delivered for all purposes at such time as
it is delivered to the addressee (with the return receipt, the
delivery receipt, or the answerback being deemed conclusive, but not
exclusive, evidence of such delivery) or at such time as delivery is
refused by the addressee upon presentation.
5.8 TERMINATION
(a) Notwithstanding any other provision of this Agreement,
if during any Annual Period the Board of Directors has not provided a
Principal Stockholder a reasonable opportunity to Transfer Securities
pursuant to Section 3.2 or consented to the written request of such
Principal Stockholder or otherwise provided such Principal Stockholder
a reasonable opportunity to Transfer (other than a transfer by a
Principal CCI Shareholder to a CCI Permitted Transferee and other than
a transfer by the AEC Entities to an AEC Permitted Transferee)
pursuant to Section 3.1(a) an aggregate number of shares of Class A
Common Stock equal to not less than fifteen percent (15%) of the total
number of shares of Class A Common Stock beneficially owned by such
Principal Stockholder as of December 31, 1998 (and which, in the
aggregate for Lumpkin and all of the Principal CCI Shareholders (based
on the termination of the Other CCI Shareholders as parties to this
Agreement) on a pre-Stock Split basis, is fifteen percent (15%) of
2,755,651 shares of Class A Common Stock), subject to appropriate and
proportionate adjustment as a result of the Stock Split and subject to
adjustment pursuant to Section 5.1, then such Principal Stockholder
may terminate this Agreement as it applies to such terminating party
by providing written notice of termination to the Company and the
other Principal Stockholders no later than ten (10) business days
following the end of such Annual Period, such that all rights and
obligations hereunder shall cease, and this Agreement shall be of no
further force or effect, with respect to the terminating party.
Unless otherwise previously terminated by the Principal Stockholders
pursuant to this Section 5.8(a), this Agreement shall terminate on the
Expiration Date. For purposes of this Section 5.8(a), the McLeods
shall be deemed to be a single Principal Stockholder, Lumpkin and all
of the Principal CCI Shareholders shall be deemed to be a single
Principal Stockholder and the AEC Entities shall be deemed to be a
single Principal Stockholder.
(b) This Agreement is hereby terminated with respect to
each of the Other CCI Shareholders, such that all rights and
obligations hereunder shall cease, and this Agreement shall be of no
further force or effect, with respect to each of the Other CCI
Shareholders.
-15-
5.9 PUBLICITY
Each of the Principal Stockholders will use its reasonable
best efforts to consult with the Company prior to issuing any press
release, making any filing with any governmental entity or national
securities exchange or making any other public dissemination of
information by such Principal Stockholder within which this Agreement
or the contents hereof are referenced or described.
5.10 APPOINTMENT OF REPRESENTATIVE
Each of the Principal CCI Shareholders hereby appoints
Lumpkin, with power of substitution, as its exclusive agent to act on
its behalf with respect to any and all actions to be taken under or
amendments or modifications to be made to this Agreement (the
"Representative"). The Representative shall take, and the Principal
CCI Shareholders agree that the Representative shall take, any and all
actions which the Representative believes are necessary or advisable
under this Agreement for and on behalf of each of the Principal CCI
Shareholders, as fully as if each of the Principal CCI Shareholders
were acting on its own behalf, including, without limitation, dealing
with the Company and the other parties hereto with respect to all
matters arising under this Agreement, entering into any amendment or
modification to this Agreement deemed advisable by the Representative
and taking any and all other actions specified in or contemplated by
this Agreement. The Company and the other parties hereto shall have
the right to rely upon all actions taken or not taken by the
Representative pursuant to this Agreement, all of which actions or
omissions shall be legally binding upon each of the Principal CCI
Shareholders.
5.11 EXECUTION IN COUNTERPARTS
To facilitate execution, this Agreement may be executed in
as many counterparts as may be required; and it shall not be necessary
that the signatures of, or on behalf of, each party, or that the
signatures of all persons required to bind any party, appear on each
counterpart; but it shall be sufficient that the signature of, or on
behalf of, each party, or that the signatures of the persons required
to bind any party, appear on one or more of the counterparts. All
counterparts shall collectively constitute a single agreement. It
shall not be necessary in making proof of this Agreement to produce or
account for more than a number of counterparts containing the
respective signatures of, or on behalf of, all of the parties hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-16-
IN WITNESS WHEREOF, the undersigned have duly executed and
delivered this Third Amended and Restated November 1998 Stockholders'
Agreement, or have caused this Third Amended and Restated November
1998 Stockholders' Agreement to be duly executed and delivered on
their behalf, as of the day and year first hereinabove set forth.
McLEODUSA INCORPORATED
By: /s/ J. Lyle Patrick
--------------------------------
Name: J. Lyle Patrick
Title: Group Vice President/CFO
/s/ Clark E. McLeod /s/ Mary E. McLeod
-------------------------------- ------------------------------
Clark E. McLeod /s/ Mary E. McLeod
ALLIANT ENERGY CORPORATION
By: /s/ James E. Hoffman
---------------------------
Name: James E. Hoffman
Title: Executive Vice President
Business Development
ALLIANT ENERGY FOUNDATION, INC.
By: /s/ Edward M. Gleason
---------------------------
Name: Edward M. Gleason
Title: Treasurer
ALLIANT ENERGY INVESTMENTS, INC.
By: /s/ James E. Hoffman
---------------------------
Name: James E. Hoffman
Title: President, Alliant Energy Resources
-17-
HEARTLAND PROPERTIES, INC.
By: /s/ Henry Wertheimer
---------------------------
Name: Henry Wertheimer
Title: Vice President/Treasurer
LNT COMMUNICATIONS LLC
By: Alliant Energy Resources, Inc.,
its sole member
By: /s/ James E. Hoffman
---------------------------
Name: James E. Hoffman
Title: President
/s/ Richard A. Lumpkin /s/ Gail G. Lumpkin
-------------------------------- -------------------------
Richard A. Lumpkin Gail G. Lumpkin
-18-
<TABLE>
<CAPTION>
<S> <C>
The two trusts created under the Mary Green The two trusts created under the Richard
Lumpkin Gallo Trust Agreement dated Adamson Lumpkin Grandchildren's Trust dated
December 29, 1989, one for the benefit of September 5, 1980, one for the benefit of
each of: each of:
Benjamin Iverson Lumpkin Benjamin Iverson Lumpkin
Elizabeth Arabella Lumpkin Elizabeth Arabella Lumpkin
United States Trust Company United States Trust Company
of New York, Trustee of New York, Trustee
By: /s/ Loraine B. Tsavaris By: /s/ Loraine B. Tsavaris
--------------------------------- ----------------------------------
Name: Loraine B. Tsavaris Name: Loraine B. Tsavaris
Title: Managing Director Title: Managing Director
The trust established by Richard Adamson The two 1990 Personal Income Trusts
Lumpkin under the Trust Agreement dated established by Richard A. Lumpkin, dated
February 6, 1970, for the benefit of April 20, 1990, one for the benefit of each
Richard Anthony Lumpkin. of:
Benjamin Iverson Lumpkin
Elizabeth Arabella Lumpkin
United States Trust Company /s/ David R. Hodgman
of New York, Trustee ---------------------------------------
David R. Hodgman, Trustee
By: /s/ Loraine B. Tsavaris /s/ Steven L. Grissom
--------------------------------- ---------------------------------------
Name: Loraine B. Tsavaris Steven L. Grissom, Trustee
Title: Managing Director
</TABLE>
-19-
FOR PURPOSES OF SECTIONS 4, 5.6, 5.8(d), 5.11 AND THE FIRST SENTENCE
OF SECTION 5.3 ONLY:
<TABLE>
<CAPTION>
<S> <C>
Margaret Lumpkin Keon Trust Mary Lee Sparks Trust
dated May 13, 1978 dated May 13, 1978
/s/ Margaret Lumpkin Keon /s/ Mary Lee Sparks
--------------------------------- -----------------------------
Margaret Lumpkin Keon, as Trustee Mary Lee Sparks, as Trustee
/s/ Steven L. Grissom
-----------------------------
Steven L. Grissom, as Trustee
/s/ Mary Lee Sparks
---------------------------------
Mary Lee Sparks
The ten trusts created under the The ten trusts created under the Richard
Mary Green Lumpkin Gallo Trust Adamson Lumpkin Grandchildren's Trust
Agreement dated December 29, 1989, dated September 5, 1980, one for the
one for the benefit of each of: benefit of each of:
Joseph John Keon III, Joseph John Keon III,
Katherine Stoddert Keon, Katherine Stoddert Keon,
Lisa Anne Keon, Lisa Anne Keon,
Margaret Lynley Keon, Margaret Lynley Keon,
Pamela Keon Vitale, Pamela Keon Vitale,
Susan Tamara Keon DeWyngaert, Susan Tamara Keon DeWyngaert,
Anne Romayne Sparks, Anne Romayne Sparks,
Barbara Lee Sparks, Barbara Lee Sparks,
Christina Louise Sparks, and Christina Louise Sparks, and
John Woodruff Sparks John Woodruff Sparks
United States Trust Company United States Trust Company of
of New York, Trustee New York, Trustee
By: /s/ Loraine B. Tsavaris By: /s/ Loraine B. Tsavaris
------------------------- ---------------------------
Name: Loraine B. Tsavaris Name: Loraine B. Tsavaris
Title: Managing Director Title: Managing Director
-20-
The two trusts established by Richard The ten 1990 Personal Income Trusts
Adamson Lumpkin under the Trust Agreement established by Margaret L. Keon and Mary
dated February 6, 1970, one for the benefit Lee Sparks, each dated April 20, 1990, one
of each of: for the benefit of each of:
Margaret Anne Keon, and Joseph John Keon III,
Mary Lee Sparks Katherine Stoddert Keon,
Lisa Anne Keon,
Margaret Lynley Keon,
Pamela Keon Vitale,
Susan Tamara Keon DeWyngaert,
Anne Romayne Sparks,
Barbara Lee Sparks,
United States Trust Company Christina Louise Sparks, and
of New York, Trustee John Woodruff Sparks
By: /s/ Loraine B. Tsavaris /s/ David R. Hodgman
------------------------- ---------------------------------
Name: Loraine B. Tsavaris David R. Hodgman, Trustee
Title: Managing Director
/s/ Steven L. Grissom
---------------------------------
Steven L. Grissom, Trustee
</TABLE>
-21-
SCHEDULE I
----------
Richard A. Lumpkin
Gail G. Lumpkin
United States Trust Company of New York, as Trustee of two trusts
created under the Mary Green Lumpkin Gallo Trust Agreement dated
December 29, 1989, one for the benefit of each of Benjamin Iverson
Lumpkin and Elizabeth Arabella Lumpkin.
United States Trust Company of New York, as Trustee of two trusts
created under the Richard Adamson Lumpkin Grandchildren's Trust dated
September 5, 1980, one for the benefit of each of Benjamin Iverson
Lumpkin and Elizabeth Arabella Lumpkin.
United States Trust Company of New York, as Trustee of the trust
established by Richard Adamson Lumpkin under the Trust Agreement dated
February 6, 1970, for the benefit of Richard Anthony Lumpkin.
David R. Hodgman and Steven L. Grissom, as Trustees of two 1990
Personal Income Trusts established by Richard A. Lumpkin, each dated
April 20, 1990, one for the benefit of each of Benjamin Iverson
Lumpkin and Elizabeth Arabella Lumpkin.
SCHEDULE II
-----------
Margaret Lumpkin Keon, as Trustee under the Margaret Lumpkin Keon
Trust dated May 13, 1978.
Mary Lee Sparks and Steven L. Grissom, as Trustees of the Mary Lee
Sparks Trust dated May 13, 1978.
Mary Lee Sparks
United States Trust Company of New York, as Trustee of ten trusts
created under the Mary Green Lumpkin Gallo Trust Agreement dated
December 29, 1989, one for the benefit of each of Joseph John Keon
III, Katherine Stoddert Keon, Lisa Anne Keon, Margaret Lynley Keon,
Pamela Keon Vitale, Susan Tamara Keon DeWyngaert, Anne Romayne Sparks,
Barbara Lee Sparks, Christina Louise Sparks, and John Woodruff Sparks.
United States Trust Company of New York, as Trustee of ten trusts
created under the Richard Adamson Lumpkin Grandchildren's Trust dated
September 5, 1980, one for the benefit of each of Joseph John Keon
III, Katherine Stoddert Keon, Lisa Anne Keon, Margaret Lynley Keon,
Pamela Keon Vitale, Susan Tamara Keon DeWyngaert, Anne Romayne Sparks,
Barbara Lee Sparks, Christina Louise Sparks, and John Woodruff Sparks.
United States Trust Company of New York, as Trustee of two trusts
established by Richard Adamson Lumpkin under the Trust Agreement dated
February 6, 1970, one for the benefit of each of Margaret Anne Keon
and Mary Lee Sparks.
David R. Hodgman and Steven L. Grissom, as Trustees of ten 1990
Personal Income Trusts established by Margaret L. Keon and Mary Lee
Sparks, each dated April 20, 1990, one for the benefit of each of
Joseph John Keon III, Katherine Stoddert Keon, Lisa Anne Keon,
Margaret Lynley Keon, Pamela Keon Vitale, Susan Tamara Keon
DeWyngaert, Anne Romayne Sparks, Barbara Lee Sparks, Christina Louise
Sparks, and John Woodruff Sparks.
THIRD AMENDED AND RESTATED
JANUARY 1999 STOCKHOLDERS' AGREEMENT
This Third Amended and Restated January 1999 Stockholders'
Agreement (this "Agreement") is entered into as of March 10, 2000, by
and among McLeodUSA Incorporated, a Delaware corporation (the
"Company"); Alliant Energy Corporation, a Wisconsin corporation
("AEC"); Alliant Energy Investments, Inc., an Iowa corporation and
indirect wholly owned subsidiary of AEC ("AEI"); Heartland Properties,
Inc., a Wisconsin corporation and indirect wholly owned subsidiary of
AEC ("Heartland"); LNT Communications LLC, an Iowa limited liability
company and indirect wholly owned subsidiary of AEC ("LNT"); Alliant
Energy Foundation, Inc., a Wisconsin corporation (non-profit) ("AEF"
and together with AEC, AEI, Heartland and LNT, the "AEC Entities");
Clark E. McLeod ("McLeod"); Mary E. McLeod (together with McLeod, the
"McLeods"); M/C Investors L.L.C., a Delaware limited liability company
("M/C Investors"); Media/Communications Partners III Limited
Partnership, a Delaware limited partnership ("M/C Partners" and
together with M/C Investors, the "M/C Stockholders"); Richard A.
Lumpkin ("Lumpkin") and certain of the former shareholders of
Consolidated Communications Inc. ("CCI") and certain permitted
transferees of certain of the former CCI shareholders in each case who
are listed in SCHEDULE I hereto (the "Principal CCI Shareholders");
and for purposes of Sections 4, 5.6, 5.8(d), 5.11 and the first
sentence of Section 5.3 only, certain of the other former CCI
shareholders and certain permitted transferees of certain of the other
former CCI shareholders in each case who are listed in SCHEDULE II
hereto (the "Other CCI Shareholders"). The AEC Entities, the McLeods,
Lumpkin and the Principal CCI Shareholders are referred to herein
collectively as the "Original Stockholders" and individually as an
"Original Stockholder."
WHEREAS, the Company, AEC, AEI, Heartland, AEF, the McLeods,
the M/C Stockholders, Lumpkin, the Principal CCI Shareholders and the
Other CCI Shareholders are parties to a Second Amended and Restated
January 1999 Stockholders' Agreement, entered into as of December 17,
1999 (the "Second Amended and Restated January 1999 Stockholders'
Agreement");
WHEREAS, the Company, AEC, AEI, Heartland, AEF, the McLeods,
the M/C Stockholders, Lumpkin and the Principal CCI Shareholders
desire to add LNT as a party to this Agreement as a result of the
transfer of certain shares of the Company's Class A common stock, par
value $.01 per share (the "Class A Common Stock"), by an Affiliate (as
defined in Section 2.2) of AEC to LNT;
WHEREAS, the Other CCI Shareholders no longer desire to be
parties to this Agreement and the Company, the M/C Stockholders and
the Original Stockholders desire to terminate the Other CCI
Shareholders as parties to this Agreement;
WHEREAS, the Company, the Original Stockholders and the M/C
Stockholders deem it to be in the best interests of the Company and
its stockholders to provide for the continuity and stability of the
business and policies of the Company on the terms and conditions
hereinafter set forth;
WHEREAS, concurrently with execution and delivery of this
Agreement, the Company, the Original Stockholders and the Other CCI
Shareholders are entering into an amendment and restatement of the
Second Amended and Restated November 1998 Stockholders' Agreement,
entered into as of December 17, 1999; and
WHEREAS, the Company, the Original Stockholders and the M/C
Stockholders desire to amend and restate the Second Amended and
Restated January 1999 Stockholders' Agreement in its entirety with the
terms and conditions hereinafter set forth;
NOW, THEREFORE, for and in consideration of the foregoing
and of the mutual covenants and agreements contained herein, the
parties hereto agree as follows:
1. [INTENTIONALLY DELETED]
2. VOTING AGREEMENT
2.1 BOARD OF DIRECTORS
For the period commencing on the Effective Date (as defined in
Section 2.2) and ending on the Expiration Date (as defined in Section
2.2), each Original Stockholder and the M/C Stockholders, for so long
as each such Original Stockholder and the M/C Stockholders
beneficially and continuously owns at least two million five hundred
thousand (2,500,000) shares of Class A Common Stock, subject to
adjustment pursuant to Section 5.1, shall take or cause to be taken
all such action within their respective power and authority as may be
required:
(g) to establish and maintain the authorized size of the
Board of Directors of the Company (the "Board of
Directors" or the "Board") at up to thirteen (13)
directors;
(h) to cause to be elected to the Board one (1) director
designated by the AEC Entities, for so long as the AEC
Entities collectively beneficially and continuously own
at least two million five hundred thousand (2,500,000)
shares of Class A Common Stock (subject to adjustment
pursuant to Section 5.1);
-2-
(i) to cause Lumpkin to be elected to the Board, for so
long as Lumpkin and the Principal CCI Shareholders
collectively beneficially and continuously own at least
two million five hundred thousand (2,500,000) shares of
Class A Common Stock (subject to adjustment pursuant to
Section 5.1);
(j) to cause to be elected to the Board three (3) directors
who are executive officers of the Company designated by
McLeod, for so long as the McLeods collectively
beneficially and continuously own at least two million
five hundred thousand (2,500,000) shares of Class A
Common Stock (subject to adjustment pursuant to Section
5.1);
(k) to cause to be elected to the Board one (1) director
designated by the M/C Stockholders, for so long as the
M/C Stockholders collectively beneficially and
continuously own at least two million five hundred
thousand (2,500,000) shares of Class A Common Stock
(subject to adjustment pursuant to Section 5.1);
(l) to cause to be elected to the Board a director or
directors nominated by the Board to replace a director
or directors designated pursuant to paragraphs (b)
through (e) above upon the earlier to occur of such
designated director's or directors' resignation (and
the acceptance of such resignation by the Board) and
the expiration of such director's or directors' term as
a result of any party or parties identified in
paragraphs (b) through (e) above no longer collectively
beneficially and continuously owning at least two
million five hundred thousand (2,500,000) shares of
Class A Common Stock (subject to adjustment pursuant to
Section 5.1) at any time during the period commencing
on the Effective Date and ending on the Expiration
Date; it being understood that within three (3)
business days following such time that the party or
parties identified in paragraphs (b) through (e) above
no longer collectively beneficially and continuously
own at least two million five hundred thousand
(2,500,000) shares of Class A Common Stock (subject to
adjustment pursuant to Section 5.1) during such period,
such party or parties shall use its or their respective
best efforts to cause the director or directors
designated by such party or parties to tender their
immediate resignation to the Board which the Board may
accept or reject; and
(m) to cause to be elected to the Board, if and as
nominated by the Board, up to seven (7) non-employee
directors.
-3-
For purposes of this Section 2.1, (i) the McLeods shall be
deemed to be a single Original Stockholder of the Company, (ii) the
M/C Stockholders shall be deemed to be a single stockholder of the
Company, and the M/C Stockholders shall be deemed to own shares
"continuously" as long as the shares of the M/C Stockholders are owned
by the M/C Stockholders or an M/C Stockholder Permitted Transferee (as
defined in Section 3.1), (iii) Lumpkin and all of the Principal CCI
Shareholders shall be deemed to be a single Original Stockholder of
the Company, and the Principal CCI Shareholders shall be deemed to own
shares "continuously" as long as the shares of the Principal CCI
Shareholders are owned by the Principal CCI Shareholders or a CCI
Permitted Transferee (as defined in the Third Amended and Restated
November 1998 Stockholders' Agreement (as defined in Section 2.2)),
and (iv) the AEC Entities shall be deemed to be a single Original
Stockholder of the Company, and the AEC Entities shall be deemed to
own shares "continuously" as long as the shares of the AEC Entities
are owned by the AEC Entities or an AEC Permitted Transferee (as
defined in the Third Amended and Restated November 1998 Stockholders'
Agreement).
2.2 DEFINITIONS
For purposes of this Agreement, the following terms have the
meanings indicated:
(a) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(b) A person shall be deemed the "beneficial owner" of and
shall be deemed to "beneficially own" any securities:
(i) which such person or any of such person's
Affiliates or Associates, directly or
indirectly, has the right to acquire (whether
such right is exercisable immediately or only
after the passage of time) pursuant to any
agreement, arrangement or understanding
(whether or not in writing), or upon the
exercise of conversion rights, exchange
rights, other rights, warrants or options, or
otherwise;
(ii) which such person or any of such person's
Affiliates or Associates, directly or
indirectly, has the right to vote or dispose
of or has "beneficial ownership" of (as
determined pursuant to Rule 13d-3 under the
Exchange Act), including pursuant to any
agreement, arrangement or understanding,
whether or not in writing; or
-4-
(iii) which are beneficially owned, directly or
indirectly, by any other person (or any
Affiliate or Associate thereof) with which
such person or any of such person's
Affiliates or Associates has any agreement,
arrangement or understanding (whether or not
in writing), for the purpose of acquiring,
holding, voting or disposing of any voting
securities of the Company.
For purposes of the definition of "beneficial owner"
and "beneficially own," the terms "agreement,"
"arrangement" and "understanding" shall not include
this Agreement or the Third Amended and Restated
November 1998 Stockholders' Agreement.
(c) "Effective Date" shall mean March 10, 2000.
(d) "Expiration Date" shall mean December 31, 2001.
(e) "Merger" shall mean the merger of Ovation
Communications, Inc. with and into Bravo Acquisition
Corporation pursuant to the terms and conditions of the
Merger Agreement.
(f) "Merger Agreement" shall mean the Agreement and Plan of
Merger, dated as of January 7, 1999, by and among the
Company, Bravo Acquisition Corporation, Ovation
Communications, Inc. and certain of the stockholders of
Ovation Communications, Inc.
(g) "Stock Split" shall mean that certain two-for-one stock
split in the form of a stock dividend paid on July 26,
1999 to stockholders of record on July 12, 1999
effected by the Company with respect to its Class A
Common Stock.
(h) "Third Amended and Restated November 1998 Stockholders'
Agreement" shall mean the Third Amended and Restated
November 1998 Stockholders' Agreement, entered into as
of March 10, 2000 by and among the Company, the
Original Stockholders and the Other CCI Shareholders.
3. TRANSFERS OF SECURITIES
3.1 RESTRICTIONS ON TRANSFERS
(a) Except as otherwise provided in this Section 3.1 or
Section 3.2, the M/C Stockholders hereby agree that until the
Expiration Date, the M/C 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
-5-
Company or any other securities convertible into or exercisable for
such equity securities ("Securities") beneficially owned by such M/C
Stockholders as a result of the Merger (including distributions of
Securities with respect to such Securities and Securities acquired as
a result of a stock split with respect to such Securities) without
submitting a written request to, and receiving the prior written
consent of, the Board of Directors; PROVIDED, HOWEVER, that the M/C
Stockholders may transfer Securities to any beneficial owner or
Affiliate of the M/C Stockholders, in each case provided that (i) such
transfer is done in accordance with the transfer restrictions
applicable to such Securities under federal and state securities laws
and (ii) the transferee agrees to be bound by the terms hereof (as
this Agreement may be amended or amended and restated from time to
time) as an M/C Stockholder with respect to the shares being
transferred pursuant to this Section (any such M/C Stockholder
transferee pursuant to the foregoing proviso, an "M/C Stockholder
Permitted Transferee"), and any such transfer shall not constitute a
"Transfer" for purposes of this Agreement. Notwithstanding the
foregoing, no party hereto shall avoid the provisions of this
Agreement by making one or more transfers to one or more M/C
Stockholder Permitted Transferees and then at any time directly or
indirectly disposing of all or any portion of such party's interest in
any such M/C Stockholder Permitted Transferee. In the event that the
Board of Directors consents to any Transfer of Securities by a
Principal Stockholder (for purposes of this Agreement, the term
"Principal Stockholder" shall have the same meaning as ascribed to
such term in the Third Amended and Restated November 1998
Stockholders' Agreement) pursuant to Section 3.1(a) of the Third
Amended and Restated November 1998 Stockholders' Agreement upon the
written request of such Principal Stockholder (the "Transferring
Principal Stockholder") and except as otherwise provided in Section
3.1(b) and Section 3.2 of this Agreement, the M/C Stockholders shall,
notwithstanding the provisions of this Section 3.1(a), have the right
to Transfer a percentage of the total number of Securities
beneficially owned by the M/C Stockholders equal to the percentage of
the total number of Securities beneficially owned by the Transferring
Principal Stockholder that the Board of Directors has consented may be
Transferred by such Transferring Principal Stockholder. In the event
the Board of Directors consents to any Transfer of Securities by the
M/C Stockholders pursuant to this Section 3.1(a) upon the written
request of the M/C Stockholders (the "Transferring M/C Stockholders"),
and except as otherwise provided in Section 3.1(b) and Section 3.2 of
the Third Amended and Restated November 1998 Stockholders' Agreement,
each Principal Stockholder shall, notwithstanding the provisions of
Section 3.1(a) of the Third Amended and Restated November 1998
Stockholders' Agreement, have the right to Transfer a percentage of
the total number of Securities beneficially owned by such Principal
Stockholder equal to the percentage of the total number of Securities
beneficially owned by the Transferring M/C Stockholders that the Board
of Directors has consented may be Transferred by such Transferring M/C
Stockholders.
-6-
(b) In addition to the provisions of Section 3.1(a), for
the period commencing for the quarter ending March 31, 2000 and ending
on the Expiration Date, the Board shall determine prior to the public
release of the Company's consolidated financial results with respect
to each such financial reporting quarter during such period, the
aggregate number, if any, of shares of Class A Common Stock (not to
exceed in the aggregate one hundred thousand (100,000) shares of Class
A Common Stock per quarter, subject to adjustment pursuant to Section
5.1) that may be Transferred by the M/C Stockholders (the "Transfer
Amount") during the period commencing on the third (3rd) business day
and ending on the twenty-third (23rd) business day following such
public release of the Company's quarterly or annual financial results
or such other trading period designated or permitted by the Board with
respect to the purchase and sale of its Securities (each such period,
a "Transfer Period"). Notwithstanding the provisions of Section
3.1(a), the M/C Stockholders shall be entitled to Transfer during each
Transfer Period, provided such Transfer is effected in accordance with
all applicable federal and state securities laws, a number of shares
of Class A Common Stock equal to the Transfer Amount, if any, for such
Transfer Period. In no event shall any portion of a Transfer Amount
that is not utilized by the M/C Stockholders during a Transfer Period
be reallocated or otherwise credited to any subsequent Transfer
Periods. Notwithstanding the foregoing provisions of this Section
3.1(b), to the extent that the Company permits the Principal
Stockholders the opportunity to Transfer shares of Class A Common
Stock pursuant to Section 3.1(b) of the Third Amended and Restated
November 1998 Stockholders' Agreement, the Company shall grant the M/C
Stockholders the opportunity to Transfer on the same terms and
conditions a number of shares of Class A Common Stock equal to the
number of shares which each Principal Stockholder is entitled to
Transfer pursuant to such Section 3.1(b), without considering those
provisions of Section 3.1(b) of the Third Amended and Restated
November 1998 Stockholders' Agreement relating to the reallocation of
amounts among the Principal Stockholders. To the extent the Board
determines a Transfer Amount with respect to the M/C Stockholders for
any particular quarter pursuant to this Section 3.1(b), the Board
shall determine an equal Transfer Amount for such quarter with respect
to each Principal Stockholder pursuant to Section 3.1(b) of the Third
Amended and Restated November 1998 Stockholders' Agreement.
(c) For the period commencing for the quarter ending
March 31, 2000 and ending on the Expiration Date, the Company shall
give the M/C Stockholders prompt written notice (in any event no later
than fifty (50) days prior to the beginning of the applicable Transfer
Period) of its determination of any Transfer Amount. Within seven (7)
days of receipt of such notice, the M/C Stockholders shall provide
written notice to the Company of the number of shares of Class A
Common Stock that the M/C Stockholders desire to Transfer pursuant to
Section 3.1(b).
(d) For purposes of this Section 3.1, the M/C Stockholders
shall be deemed to be a single stockholder of the Company, the McLeods
-7-
shall be deemed to be a single Principal Stockholder of the Company,
Lumpkin and all of the Principal CCI Shareholders shall be deemed to
be a single Principal Stockholder of the Company and the AEC Entities
shall be deemed to be a single Principal Stockholder of the Company.
3.2 REGISTRATION RIGHTS
(a) In the event that the Board of Directors consents
pursuant to Section 3.1(a) of the Third Amended and Restated November
1998 Stockholders' Agreement to a Principal Stockholder's request for
a Transfer and in connection therewith, the Company agrees to register
Securities with respect to such Transfer under the Securities Act of
1933, as amended (the "Securities Act"), the Company shall grant the
M/C Stockholders the opportunity (subject to reduction in the event
the registered Transfer is underwritten) to register for Transfer
under the Securities Act a percentage of the total number of
Securities beneficially owned by the M/C Stockholders equal to the
percentage of the total number of Securities beneficially owned by the
Transferring Principal Stockholder that such Transferring Principal
Stockholder is registering for Transfer under the Securities Act, on
the same terms and conditions as the Transferring Principal
Stockholder. In the event that the Board of Directors consents
pursuant to Section 3.1(a) of this Agreement to the M/C Stockholders'
request for a Transfer, and in connection therewith the Company agrees
to register Securities with respect to such Transfer under the
Securities Act, the Company shall grant each Principal Stockholder
pursuant to Section 3.1(a) of the Third Amended and Restated November
1998 Stockholders' Agreement the opportunity (subject to reduction in
the event the registered Transfer is underwritten) to register for
Transfer under the Securities Act a percentage of the total number of
Securities beneficially owned by such Principal Stockholder equal to
the percentage of the total number of Securities beneficially owned by
the Transferring M/C Stockholders that such Transferring M/C
Stockholders are registering under the Securities Act, on the same
terms and conditions as the Transferring M/C Stockholders.
(b) To the extent that the Company grants pursuant to
Section 3.1(b) of the Third Amended and Restated November 1998
Stockholders' Agreement a Principal Stockholder the opportunity to
register shares of Class A Common Stock for Transfer under the
Securities Act, the Company shall grant the M/C Stockholders the
opportunity (subject to reduction in the event the registered Transfer
is underwritten) to register an equal number of shares of Class A
Common Stock for Transfer under the Securities Act on the same terms
and conditions, without considering those provisions of Section 3.1(b)
of the Third Amended and Restated November 1998 Stockholders'
Agreement relating to the reallocation of amounts among the Principal
Stockholders. To the extent that the Company grants pursuant to
Section 3.1(b) of this Agreement the M/C Stockholders the opportunity
to register shares of Class A Common Stock for Transfer under the
Securities Act, the Company shall grant each Principal Stockholder
pursuant to Section 3.1(b) of the Third Amended and Restated November
-8-
1998 Stockholders' Agreement the opportunity (subject to reduction in
the event the registered Transfer is underwritten) to register an
equal number of shares of Class A Common Stock for Transfer under the
Securities Act on the same terms and conditions.
(c) In the event the Company proposes to register any
shares of Class A Common Stock under the Securities Act pursuant to an
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 the shares of Class
A Common Stock of the M/C Stockholders), the Company, as determined by
the Board of Directors, shall give written notice to the M/C
Stockholders of its intention to effect such a registration.
Following any such notice, the Board of Directors shall undertake to
determine the aggregate number, if any, of shares of Class A Common
Stock held by the M/C Stockholders (not to exceed in the aggregate on
a per year basis a number of shares of Class A Common Stock equal to
fifteen percent (15%) of the total number of shares of Class A Common
Stock beneficially owned by the M/C Stockholders as of the Effective
Time (as defined in the Merger Agreement) in connection with the
consummation of the Merger, subject to appropriate and proportionate
adjustment as a result of the Stock Split and subject to adjustment
pursuant to Section 5.1) to be registered by the Company under the
Securities Act (the "Registrable Amount") for Transfer by the M/C
Stockholders in connection with such offering during such period. If
the Board determines to register shares of Class A Common Stock held
by the M/C Stockholders pursuant to this Section 3.2(c), the Company
will promptly give written notice of such determination to the M/C
Stockholders, and thereupon the Company will use commercially
reasonable efforts to effect the registration of that portion of the
Registrable Amount that the M/C Stockholders indicate a desire to
register. All terms, conditions and rights with respect to such
registration (including but not limited to any determination to reduce
the Registrable Amount) shall be determined by the Board, provided
that (i) the representations and warranties of the M/C Stockholders
shall be customary taking into account, among other things, the nature
of the offering and the M/C Stockholders' relationship with the
Company, and (ii) the Company shall be responsible for all expenses
with respect to such registration other than underwriting discounts
and commissions allocable to the Class A Common Stock of the M/C
Stockholders, which underwriting discounts and commissions shall be
the responsibility of the M/C Stockholders. Notwithstanding the
foregoing provisions of this Section 3.2(c), to the extent that the
Company grants pursuant to Section 3.2(c) of the Third Amended and
Restated November 1998 Stockholders' Agreement the Principal
Stockholders the opportunity to register shares of Class A Common
Stock for Transfer under the Securities Act, the Company shall grant
the M/C Stockholders the opportunity to register shares of Class A
Common Stock on a substantially similar basis. To the extent that the
Company grants pursuant to Section 3.2(c) of this Agreement the M/C
Stockholders the opportunity to register shares of Class A Common
Stock for Transfer under the Securities Act, the Company shall grant
-9-
each Principal Stockholder pursuant to Section 3.2(c) of the Third
Amended and Restated November 1998 Stockholders' Agreement the
opportunity to register shares of Class A Common Stock on a
substantially similar basis.
(d) In addition to the registration rights granted pursuant
to Sections 3.2(a), (b) and (c), no more frequently than once during
each of the calendar years ending December 31, 2000 and 2001 (each
such year, an "Annual Period"), and upon either (i) the receipt of a
written request of the M/C Stockholders or (ii) a determination by the
Board of Directors, the Board shall undertake to determine the
Registrable Amount, if any, for Transfer by the M/C Stockholders. If
the Board determines to register shares of Class A Common Stock held
by the M/C Stockholders pursuant to this Section 3.2(d), the Company
will promptly give written notice of such determination to the M/C
Stockholders, and thereupon the Company will use commercially
reasonable efforts to effect the registration of that portion of the
Registrable Amount that the M/C Stockholders indicate a desire to
register. All terms, conditions and rights with respect to such
registration (including but not limited to any determination to reduce
the Registrable Amount) shall be determined by the Board, provided
that (i) the representations and warranties of the M/C Stockholders
shall be customary taking into account, among other things, the nature
of the offering and the M/C Stockholders' relationship with the
Company, and (ii) the Company shall be responsible for all expenses
with respect to such registration other than underwriting discounts
and commissions allocable to the Class A Common Stock of the M/C
Stockholders, which underwriting discounts and commissions shall be
the responsibility of the M/C Stockholders. Notwithstanding the
foregoing provisions of this Section 3.2(d), to the extent that the
Company grants pursuant to Section 3.2(d) of the Third Amended and
Restated November 1998 Stockholders' Agreement the Principal
Stockholders the opportunity to register shares of Class A Common
Stock for Transfer under the Securities Act, the Company shall grant
the M/C Stockholders the opportunity to register shares of Class A
Common Stock on a substantially similar basis. To the extent that the
Company grants pursuant to Section 3.2(d) of this Agreement the M/C
Stockholders the opportunity to register shares of Class A Common
Stock for Transfer under the Securities Act, the Company shall grant
each Principal Stockholder pursuant to Section 3.2(d) of the Third
Amended and Restated November 1998 Stockholders' Agreement the
opportunity to register shares of Class A Common Stock on a
substantially similar basis.
(e) For purposes of this Section 3.2, the M/C Stockholders
shall be deemed to be a single stockholder of the Company, the McLeods
shall be deemed to be a single Principal Stockholder of the Company,
Lumpkin and all of the Principal CCI Shareholders shall be deemed to
be a single Principal Stockholder of the Company and the AEC Entities
shall be deemed to be a single Principal Stockholder of the Company.
-10-
(f) Notwithstanding any other provision of this Agreement,
to the extent the Company has undertaken to register Securities of the
M/C Stockholders pursuant to this Section 3.2, the Company may
subsequently determine not to register such Securities and may either
not file a registration statement or otherwise withdraw or abandon a
registration statement previously filed with respect to the
registration of such Securities; provided that to the extent the
Principal Stockholders are also participating in such registration,
the M/C Stockholders and the Principal Stockholders will be treated on
a substantially similar basis with respect to any such determination
not to register Securities or the withdrawal or abandonment of a
registration statement previously filed as contemplated by this
Section 3.2(f).
4. REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS AND WARRANTIES OF NON-INDIVIDUAL
STOCKHOLDERS
Each non-individual party to this Agreement hereby
represents and warrants, as of the date of this Agreement, to the
Company and to each other party as follows:
4.1.1 AUTHORIZATION
Such party has taken all action necessary for it to enter
into this Agreement and to consummate the transactions contemplated
hereby.
4.1.2 BINDING OBLIGATION
This Agreement constitutes a valid and binding obligation of
such party, enforceable in accordance with its terms, except to the
extent that such enforceability may be limited by bankruptcy,
insolvency, and similar laws affecting the rights and remedies of
creditors generally, and by general principles of equity and public
policy; and each document and instrument to be executed by such party
pursuant hereto, when executed and delivered in accordance with the
provisions hereof, shall be a valid and binding obligation of such
party, enforceable in accordance with its terms (with the aforesaid
exceptions).
4.2 REPRESENTATIONS AND WARRANTIES OF INDIVIDUAL STOCKHOLDERS
Each party to this Agreement who is an individual hereby
represents and warrants, as of the date of this Agreement, to the
Company and to each other party as follows:
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4.2.1 POWER AND AUTHORITY
Such party has the legal capacity and all other power and
authority necessary to enter into this Agreement and to consummate the
transactions contemplated hereby.
4.2.2 BINDING OBLIGATION
This Agreement constitutes a valid and binding obligation of
such party, enforceable in accordance with its terms, except to the
extent that such enforceability may be limited by bankruptcy,
insolvency, and similar laws affecting the rights and remedies of
creditors generally, and by general principles of equity and public
policy; and each document and instrument to be executed by such party
pursuant hereto, when executed and delivered in accordance with the
provisions hereof, shall be a valid and binding obligation of such
party, enforceable in accordance with its terms (with the aforesaid
exceptions).
4.3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants, as of the date
of this Agreement, to each party as follows:
4.3.1 AUTHORIZATION
The Company has taken all corporate action necessary for it
to enter into this Agreement and to consummate the transactions
contemplated hereby.
4.3.2 BINDING OBLIGATION
This Agreement constitutes a valid and binding obligation of
the Company, enforceable in accordance with its terms, except to the
extent that such enforceability may be limited by bankruptcy,
insolvency, and similar laws affecting the rights and remedies of
creditors generally, and by general principles of equity and public
policy; and each document and instrument to be executed by the Company
pursuant hereto, when executed and delivered in accordance with the
provisions hereof, shall be a valid and binding obligation of the
Company, enforceable in accordance with its terms (with the aforesaid
exceptions).
5. MISCELLANEOUS
5.1 EFFECT OF CHANGES IN CAPITALIZATION
All share amounts of the Company's capital stock referred to
in this Agreement shall be appropriately and proportionally adjusted
for any recapitalization, reclassification, stock split-up,
combination of shares, exchange of shares, stock dividend or other
distribution payable in capital stock, or other increase or decrease
-12-
in such shares effected without receipt of consideration by the
Company, occurring after the date of this Agreement.
5.2 ADDITIONAL ACTIONS AND DOCUMENTS
Each of the parties hereto hereby agrees to take or cause to
be taken such further actions, to execute, deliver and file or cause
to be executed, delivered and filed such further documents and
instruments, and to obtain such consents, as may be necessary or as
may be reasonably requested in order to fully effectuate the purposes,
terms and conditions of this Agreement, whether before, at or after
the Effective Date.
5.3 ENTIRE AGREEMENT; AMENDMENT
Other than the Third Amended and Restated November 1998
Stockholders' Agreement with respect to the parties thereto and as set
forth therein, this Agreement constitutes the entire agreement among
the parties hereto as of the date hereof with respect to the specific
matters contemplated herein, and it supersedes all prior oral or
written agreements, commitments or understandings with respect to the
matters provided for herein. No amendment, modification or discharge
of this Agreement shall be valid or binding unless set forth in
writing and duly executed by the Company and by the party against whom
enforcement of the amendment, modification or discharge is sought.
Any amendment, modification or discharge of this Agreement to be
enforced against the M/C Stockholders shall be valid and binding with
respect to all M/C Stockholders if such amendment, modification or
discharge is executed by those M/C Stockholders holding a majority of
the shares of Class A Common Stock issued to the M/C Stockholders in
the Merger (including distributions of Securities with respect to such
Securities and Securities acquired as a result of a stock split with
respect to such Securities).
5.4 LIMITATION ON BENEFIT
It is the explicit intention of the parties hereto that no
person or entity other than the parties hereto is or shall be entitled
to bring any action to enforce any provision of this Agreement against
any of the parties hereto, and the covenants, undertakings and
agreements set forth in this Agreement shall be solely for the benefit
of, and shall be enforceable only by, the parties hereto or their
respective successors, heirs, executors, administrators, legal
representatives and permitted assigns.
5.5 BINDING EFFECT; SPECIFIC PERFORMANCE
This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors, heirs,
executors, administrators, legal representatives and permitted
assigns. No party shall assign this Agreement without the written
consent of the other parties hereto; and such consent shall not be
-13-
unreasonably withheld. The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties
shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or in equity.
5.6 GOVERNING LAW
This Agreement, the rights and obligations of the parties
hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of Delaware (excluding
the choice of law rules thereof).
5.7 NOTICES
All notices, demands, requests, or other communications
which may be or are required to be given, served, or sent by any party
to any other party pursuant to this Agreement shall be in writing and
shall be hand-delivered or mailed by first-class, registered or
certified mail, return receipt requested, postage prepaid, or
transmitted by telegram, telecopy, facsimile transmission or telex,
addressed as follows:
(i) If to the Company or to the McLeods:
McLeodUSA Incorporated
McLeodUSA Technology Park
6400 C Street, SW, P.O. Box 3177
Cedar Rapids, IA 52406-3177
Attention: Randall Rings
Facsimile: (319) 790-7901
(ii) If to the AEC Entities:
Alliant Energy Investments, Inc.
200 1st Street SE
Cedar Rapids, IA 52401
Attention: James E. Hoffman
Facsimile: (319) 398-4204
(iii) If to Lumpkin or any Principal CCI Shareholder:
P.O. Box 1234
Mattoon, IL 61938
Attention: Richard A. Lumpkin
Facsimile: (217) 234-9934
-14-
with a copy to:
Schiff Hardin & Waite
6600 Sears Tower
Chicago, IL 60606
Attention: David R. Hodgman, Esq.
Facsimile: (312) 258-5600
(iv) If to the M/C Stockholders:
c/o Media/Communications Partners III
Limited Partnership
75 State Street
Boston, MA 02109
Attention: James F. Wade
Facsimile: (617) 345-7201
with a copy to:
Edwards & Angell, LLP
101 Federal Street
Boston, MA 02110
Attention: Stephen O. Meredith, Esq.
Facsimile: (617) 439-4170
Each party may designate by notice in writing a new address
to which any notice, demand, request or communication may thereafter
be so given, served or sent. Each notice, demand, request or
communication which shall be hand-delivered, mailed, transmitted,
telecopied or telexed in the manner described above, or which shall be
delivered to a telegraph company, shall be deemed sufficiently given,
served, sent, received or delivered for all purposes at such time as
it is delivered to the addressee (with the return receipt, the
delivery receipt, or the answerback being deemed conclusive, but not
exclusive, evidence of such delivery) or at such time as delivery is
refused by the addressee upon presentation.
5.8 TERMINATION
(a) This Agreement shall terminate and be of no further
force or effect as to an Original Stockholder (and not as to the
Company and the M/C Stockholders) at such time as the Third Amended
and Restated November 1998 Stockholders' Agreement shall terminate and
be of no further force or effect with respect to such Original
Stockholder.
(b) If (i) during any Annual Period the Board of Directors
has not provided the M/C Stockholders a reasonable opportunity to
Transfer shares of Class A Common Stock pursuant to the registration
of such shares under the Securities Act pursuant to Section 3.2 in an
aggregate amount equal to not less than fifteen percent (15%) of the
total number of shares of Class A Common Stock beneficially owned by
-15-
the M/C Stockholders as of the Effective Time in connection with the
consummation of the Merger, subject to appropriate and proportionate
adjustment as a result of the Stock Split and subject to adjustment
pursuant to Section 5.1 or (ii) the Third Amended and Restated
November 1998 Stockholders' Agreement has been terminated by all
parties thereto, then the M/C Stockholders may terminate this
Agreement by providing written notice of termination to the Company
and the Original Stockholders (x) in the case of clause (b)(i) above,
no later than thirty (30) days following the end of such Annual Period
and (y) in the case of clause (b)(ii) above, at any time following
such termination, such that all rights and obligations hereunder shall
cease, and this Agreement shall be of no further force or effect.
(c) Unless otherwise previously terminated by the M/C
Stockholders pursuant to Section 5.8(b), this Agreement shall
terminate on the Expiration Date.
(d) This Agreement is hereby terminated with respect to
each of the Other CCI Shareholders, such that all rights and
obligations hereunder shall cease, and this Agreement shall be of no
further force or effect, with respect to each of the Other CCI
Shareholders.
(e) For purposes of this Section 5.8, the M/C Stockholders
shall be deemed to be a single stockholder of the Company, the McLeods
shall be deemed to be a single Original Stockholder of the Company,
Lumpkin and all of the Principal CCI Shareholders shall be deemed to
be a single Original Stockholder of the Company, and the AEC Entities
shall be deemed to be a single Original Stockholder of the Company.
5.9 PUBLICITY
The M/C Stockholders will use their reasonable best efforts
to consult with the Company prior to issuing any press release, making
any filing with any governmental entity or national securities
exchange or making any other public dissemination of information by
the M/C Stockholders within which this Agreement or the contents
hereof are referenced or described.
5.10 APPOINTMENT OF REPRESENTATIVE
(a) Each of the M/C Stockholders hereby appoints M/C
Partners, with power of substitution, as its exclusive agent to act on
its behalf with respect to any and all actions to be taken under or
amendments or modifications to be made to this Agreement (the "M/C
Representative"). The M/C Representative shall take, and the M/C
Stockholders agree that the M/C Representative shall take, any and all
actions which the M/C Representative believes are necessary or
advisable under this Agreement for and on behalf of each of the M/C
Stockholders, as fully as if each of the M/C Stockholders was acting
on its own behalf, including, without limitation, dealing with the
Company and the other parties hereto with respect to all matters
-16-
arising under this Agreement, entering into any amendment or
modification to this Agreement deemed advisable by the M/C
Representative and taking any and all other actions specified in or
contemplated by this Agreement. The Company and the other parties
hereto shall have the right to rely upon all actions taken or not
taken by the M/C Representative pursuant to this Agreement, all of
which actions or omissions shall be legally binding upon each of the
M/C Stockholders.
(b) Each of the Principal CCI Shareholders hereby appoints
Lumpkin, with power of substitution, as its exclusive agent to act on
its behalf with respect to any and all actions to be taken under or
amendments or modifications to be made to this Agreement (the "CCI
Representative"). The CCI Representative shall take, and the
Principal CCI Shareholders agree that the CCI Representative shall
take, any and all actions which the CCI Representative believes are
necessary or advisable under this Agreement for and on behalf of each
of the Principal CCI Shareholders, as fully as if each of the
Principal CCI Shareholders was acting on its own behalf, including,
without limitation, dealing with the Company and the other parties
hereto with respect to all matters arising under this Agreement,
entering into any amendment or modification to this Agreement deemed
advisable by the CCI Representative and taking any and all other
actions specified in or contemplated by this Agreement. The Company
and the other parties hereto shall have the right to rely upon all
actions taken or not taken by the CCI Representative pursuant to this
Agreement, all of which actions or omissions shall be legally binding
upon each of the Principal CCI Shareholders.
5.11 EXECUTION IN COUNTERPARTS
To facilitate execution, this Agreement may be executed in
as many counterparts as may be required; and it shall not be necessary
that the signatures of, or on behalf of, each party, or that the
signatures of all persons required to bind any party, appear on each
counterpart; but it shall be sufficient that the signature of, or on
behalf of, each party, or that the signatures of the persons required
to bind any party, appear on one or more of the counterparts. All
counterparts shall collectively constitute a single agreement. It
shall not be necessary in making proof of this Agreement to produce or
account for more than a number of counterparts containing the
respective signatures of, or on behalf of, all of the parties hereto.
[Remainder of Page Intentionally Left Blank]
-17-
IN WITNESS WHEREOF, the undersigned have duly executed and
delivered this Third Amended and Restated January 1999 Stockholders'
Agreement, or have caused this Third Amended and Restated January 1999
Stockholders' Agreement to be duly executed and delivered on their
behalf, as of the day and year first hereinabove set forth.
McLEODUSA INCORPORATED
By: /s/ J. Lyle Patrick
--------------------------------
Name: J. Lyle Patrick
Title: Group Vice President/CFO
/s/ Clark E. McLeod /s/ Mary E. McLeod
-------------------------------- ------------------------------
Clark E. McLeod Mary E. McLeod
M/C INVESTORS L.L.C.
By: /s/ Peter H.O. Claudy
---------------------------
Name: Peter H.O. Claudy
Title: Manager
MEDIA/COMMUNICATIONS PARTNERS III
LIMITED PARTNERSHIP
By: M/C III L.L.C., its General Partner
By: /s/ Peter H.O. Claudy
---------------------------
Name: Peter H.O. Claudy
Title: Manager
-18-
ALLIANT ENERGY CORPORATION, INC.
By: /s/ James E. Hoffman
---------------------------
Name: James E. Hoffman
Title: Executive Vice President
Business Development
ALLIANT ENERGY FOUNDATION
By: /s/ Edward M. Gleason
---------------------------
Name: Edward M. Gleason
Title: Treasurer
ALLIANT ENERGY INVESTMENTS, INC.
By: /s/ James E. Hoffman
---------------------------
Name: James E. Hoffman
Title: President, Alliant Energy Resources
HEARTLAND PROPERTIES, INC.
By: /s/ Henry Wertheimer
---------------------------
Name: Henry Wertheimer
Title: Vice President/Treasurer
LNT COMMUNICATIONS LLC
By: Alliant Energy Resources, Inc.,
its sole member
By: /s/ James E. Hoffman
---------------------------
Name: James E. Hoffman
Title: President
/s/ Richard A. Lumpkin /s/ Gail G. Lumpkin
-------------------------------- -------------------------
Richard A. Lumpkin Gail G. Lumpkin
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The two trusts created under the The two trusts created under the
Mary Green Lumpkin Gallo Trust Richard Adamson Lumpkin
Agreement dated December 29, Grandchildren's Trust dated
1989, one for the benefit of each September 5, 1980, one for the
of: benefit of each of:
Benjamin Iverson Lumpkin Benjamin Iverson Lumpkin
Elizabeth Arabella Lumpkin Elizabeth Arabella Lumpkin
United States Trust Company United States Trust Company
of New York, Trustee of New York, Trustee
By: /s/ Loraine B. Tsavaris By: /s/ Loraine B. Tsavaris
--------------------------- --------------------------
Name: Loraine B. Tsavaris Name: Loraine B. Tsavaris
Title: Managing Director Title: Managing Director
The trust established by Richard The two 1990 Personal Income
Adamson Lumpkin under the Trust Trusts established by Richard A.
Agreement dated February 6, 1970, Lumpkin, dated April 20, 1990,
for the benefit of Richard one for the benefit of each of:
Anthony Lumpkin. Benjamin Iverson Lumpkin
Elizabeth Arabella Lumpkin
United States Trust Company /s/ David R. Hodgman
of New York, Trustee --------------------------------
David R. Hodgman, Trustee
By: /s/ Loraine B. Tsavaris /s/ Steven L. Grissom
---------------------------- -------------------------------
Name: Loraine B. Tsavaris Steven L. Grissom, Trustee
Title: Managing Director
-20-
FOR PURPOSES OF SECTIONS 4, 5.6, 5.8(d), 5.11 AND THE FIRST SENTENCE
OF SECTION 5.3 ONLY:
Margaret Lumpkin Keon Trust Mary Lee Sparks Trust
dated May 13, 1978 dated May 13, 1978
/s/ Margaret Lumpkin Keon /s/ Mary Lee Sparks
-------------------------------- ------------------------------
Margaret Lumpkin Keon, as Trustee Mary Lee Sparks, as Trustee
/s/ Steven L. Grissom
------------------------------
Steven L. Grissom, as Trustee
/s/ Mary Lee Sparks
--------------------------------
Mary Lee Sparks
The ten trusts created under the By: /s/ Loraine B. Tsavaris
Mary Green Lumpkin Gallo Trust -------------------------
Agreement dated December 29, 1989, Name: Loraine B. Tsavaris
one for the benefit of each of: Title: Managing Director
Joseph John Keon III,
Katherine Stoddert Keon,
Lisa Anne Keon,
Margaret Lynley Keon,
Pamela Keon Vitale,
Susan Tamara Keon DeWyngaert,
Anne Romayne Sparks,
Barbara Lee Sparks,
Christina Louise Sparks, and
John Woodruff Sparks
United States Trust Company
of New York, Trustee
-21-
The ten trusts created under the Richard
Adamson Lumpkin Grandchildren's Trust
dated September 5, 1980, one for the
benefit of each of:
Joseph John Keon III,
Katherine Stoddert Keon,
Lisa Anne Keon,
Margaret Lynley Keon,
Pamela Keon Vitale,
Susan Tamara Keon DeWyngaert,
Anne Romayne Sparks,
Barbara Lee Sparks,
Christina Louise Sparks, and
John Woodruff Sparks
United States Trust Company of
New York, Trustee
By: /s/ Loraine B. Tsavaris
---------------------------
Name: Loraine B. Tsavaris
Title: Managing Director
-22-
The two trusts established by The ten 1990 Personal Income
Richard Adamson Lumpkin under Trusts established by Margaret
the Trust Agreement dated L. Keon and Mary Lee Sparks,
February 6, 1970, one for the each dated April 20, 1990, one
benefit of each of: for the benefit of each of:
Margaret Anne Keon, and Joseph John Keon III,
Mary Lee Sparks Katherine Stoddert Keon,
Lisa Anne Keon,
Margaret Lynley Keon,
Pamela Keon Vitale,
Susan Tamara Keon DeWyngaert,
Anne Romayne Sparks,
Barbara Lee Sparks,
United States Trust Company Christina Louise Sparks, and
of New York, Trustee John Woodruff Sparks
By: /s/ Loraine B. Tsavaris /s/ David R. Hodgman
------------------------- --------------------------------
Name: Loraine B. Tsavaris David R. Hodgman, Trustee
Title: Managing Director
/s/ Steven L. Grissom
--------------------------------
Steven L. Grissom, Trustee
-23-
SCHEDULE I
----------
Richard A. Lumpkin
Gail G. Lumpkin
United States Trust Company of New York, as Trustee of two trusts
created under the Mary Green Lumpkin Gallo Trust Agreement dated
December 29, 1989, one for the benefit of each of Benjamin Iverson
Lumpkin and Elizabeth Arabella Lumpkin.
United States Trust Company of New York, as Trustee of two trusts
created under the Richard Adamson Lumpkin Grandchildren's Trust dated
September 5, 1980, one for the benefit of each of Benjamin Iverson
Lumpkin and Elizabeth Arabella Lumpkin.
United States Trust Company of New York, as Trustee of the trust
established by Richard Adamson Lumpkin under the Trust Agreement dated
February 6, 1970, for the benefit of Richard Anthony Lumpkin.
David R. Hodgman and Steven L. Grissom, as Trustees of two 1990 Personal
Income Trusts established by Richard A. Lumpkin, each dated April 20,
1990, one for the benefit of each of Benjamin Iverson Lumpkin and
Elizabeth Arabella Lumpkin.
SCHEDULE II
-----------
Margaret Lumpkin Keon, as Trustee under the Margaret Lumpkin Keon Trust
dated May 13, 1978.
Mary Lee Sparks and Steven L. Grissom, as Trustees of the Mary Lee
Sparks Trust dated May 13, 1978.
Mary Lee Sparks
United States Trust Company of New York, as Trustee of ten trusts
created under the Mary Green Lumpkin Gallo Trust Agreement dated
December 29, 1989, one for the benefit of each of Joseph John Keon III,
Katherine Stoddert Keon, Lisa Anne Keon, Margaret Lynley Keon, Pamela
Keon Vitale, Susan Tamara Keon DeWyngaert, Anne Romayne Sparks, Barbara
Lee Sparks, Christina Louise Sparks, and John Woodruff Sparks.
United States Trust Company of New York, as Trustee of ten trusts
created under the Richard Adamson Lumpkin Grandchildren's Trust dated
September 5, 1980, one for the benefit of each of Joseph John Keon III,
Katherine Stoddert Keon, Lisa Anne Keon, Margaret Lynley Keon, Pamela
Keon Vitale, Susan Tamara Keon DeWyngaert, Anne Romayne Sparks, Barbara
Lee Sparks, Christina Louise Sparks, and John Woodruff Sparks.
United States Trust Company of New York, as Trustee of two trusts
established by Richard Adamson Lumpkin under the Trust Agreement dated
February 6, 1970, one for the benefit of each of Margaret Anne Keon and
Mary Lee Sparks.
David R. Hodgman and Steven L. Grissom, as Trustees of ten 1990 Personal
Income Trusts established by Margaret L. Keon and Mary Lee Sparks, each
dated April 20, 1990, one for the benefit of each of Joseph John Keon
III, Katherine Stoddert Keon, Lisa Anne Keon, Margaret Lynley Keon,
Pamela Keon Vitale, Susan Tamara Keon DeWyngaert, Anne Romayne Sparks,
Barbara Lee Sparks, Christina Louise Sparks, and John Woodruff Sparks.
