SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
McLEODUSA INCORPORATED
(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
(Title of class of securities)
582266 10 2
(CUSIP Number)
Stephen O. Meredith, Esq.
Edwards & Angell, LLP
101 Federal Street
Boston, MA 02110-1800
(617) 439-4444
(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: [__].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
<PAGE>
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
Media/Communications Partners III Limited Partnership
2. Check the Appropriate Box if a Member of a Group
(a) X (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares
Beneficially 22,371,648
Owned By 8 Shared Voting Power
Each
Reporting -0-
Person With 9 Sole Dispositive Power
22,371,648
10 Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
22,371,648
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
3.9%
14. Type of Reporting Person
PN
<PAGE>
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
M/C III, L.L.C.
2. Check the Appropriate Box if a Member of a Group
(a) X (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares
Beneficially -0-
Owned By 8 Shared Voting Power
Each
Reporting 22,371,648
Person With 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
22,371,648
11. Aggregate Amount Beneficially Owned by Each Reporting Person
22,371,648
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
3.9%
14. Type of Reporting Person
CO
<PAGE>
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
M/C Investors L.L.C.
2. Check the Appropriate Box if a Member of a Group
(a) X (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares
Beneficially 1,111,506
Owned By 8 Shared Voting Power
Each
Reporting -0-
Person With 9 Sole Dispositive Power
1,111,506
10 Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,111,506
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
.2%
14. Type of Reporting Person
CO
<PAGE>
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
David D. Croll
2. Check the Appropriate Box if a Member of a Group
(a) X (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares
Beneficially -0-
Owned By 8 Shared Voting Power
Each
Reporting 23,483,154
Person With 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
23,483,154
11. Aggregate Amount Beneficially Owned by Each Reporting Person
23,483,154
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
4.1%
14. Type of Reporting Person
IN
<PAGE>
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
James F. Wade
2. Check the Appropriate Box if a Member of a Group
(a) X (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares
Beneficially -0-
Owned By 8 Shared Voting Power
Each
Reporting 23,483,154
Person With 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
23,483,154
11. Aggregate Amount Beneficially Owned by Each Reporting Person
23,483,154
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
4.1%
14. Type of Reporting Person
IN
<PAGE>
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
Stephen Gormley
2. Check the Appropriate Box if a Member of a Group
(a) X (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares
Beneficially -0-
Owned By 8 Shared Voting Power
Each
Reporting 23,483,154
Person With 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
23,483,154
11. Aggregate Amount Beneficially Owned by Each Reporting Person
23,483,154
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
4.1%
14. Type of Reporting Person
IN
<PAGE>
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
John Hayes
2. Check the Appropriate Box if a Member of a Group
(a) X (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares
Beneficially -0-
Owned By 8 Shared Voting Power
Each
Reporting 23,483,154
Person With 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
23,483,154
11. Aggregate Amount Beneficially Owned by Each Reporting Person
23,483,154
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
4.1%
14. Type of Reporting Person
IN
<PAGE>
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
Christopher Gaffney
2. Check the Appropriate Box if a Member of a Group
(a) X (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares
Beneficially -0-
Owned By 8 Shared Voting Power
Each
Reporting 23,483,154
Person With 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
23,483,154
11. Aggregate Amount Beneficially Owned by Each Reporting Person
23,483,154
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
4.1%
14. Type of Reporting Person
IN
<PAGE>
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
Peter H.O. Claudy
2. Check the Appropriate Box if a Member of a Group
(a) X (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares
Beneficially -0-
Owned By 8 Shared Voting Power
Each
Reporting 23,483,154
Person With 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
23,483,154
11. Aggregate Amount Beneficially Owned by Each Reporting Person
23,483,154
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
4.1%
14. Type of Reporting Person
IN
<PAGE>
This statement amends the Schedule 13D filed by Media/Communications Partners
III Limited Partnership ("M/C Partners III"), M/C III, L.L.C. ("M/C III"), M/C
Investors L.L.C. ("M/C Investors" and together with M/C Partners III, "M/C"),
David D. Croll, James F. Wade, Stephen Gormley, John Hayes, Peter H.O. Claudy,
and Christopher Gaffney (each a "Reporting Person," and collectively, the
"Reporting Persons") with the Securities and Exchange Commission (the
"Commission") on April 8, 1999, as amended by Amendment No. 1 to the Schedule
13D, filed with the Commission on May 18, 1999, relating to the Class A Common
Stock, par value $.01 per share (the "Class A Common Stock"), of McLeodUSA
Incorporated (the "Company") whose principal executive offices are located at
6400 C Street, S.W., P.O. Box 3177, Cedar Rapids, Iowa 52406-3177.
Information in this statement reflects a two-for-one stock split of the Class A
Common Stock effected in the form of a stock dividend that was distributed on
July 26, 1999 and a three-for-one stock split of the Class A Common Stock
effected in the form of a stock dividend that was distributed on April 24, 2000.
Item 5. Interest in Securities of the Issuer
------- ------------------------------------
Item 5 is hereby amended and restated in its entirety as follows:
(a) M/C Partners III beneficially owns an aggregate of 22,371,648 shares of
Class A Common Stock, which represents approximately 3.9% percent of shares
of Class A Common Stock outstanding on May 9, 2000. As M/C Partners' sole
general partner, M/C III exercises voting and dispositive control over all
of the shares of Common Stock owned by M/C Partners III.
M/C Investors beneficially owns an aggregate of 1,111,506 shares of Class A
Common Stock, which represents approximately .2% percent of the shares of
Class A Common Stock outstanding on May 9, 2000.
Messrs. Croll, Wade, Gormley, Hayes, Claudy and Gaffney share beneficial
ownership over an aggregate of 23,483,154 shares of Class A Common Stock
owned of record by M/C Partners III and M/C Investors, which represents
approximately 4.1% of the shares of Class A Common Stock outstanding on May
9, 2000.
On January 7, 1999, M/C entered into a Stockholder's Agreement with the Company,
IES Investments Inc. ("IES"), Clark E. McLeod, Mary E. McLeod, Richard A.
Lumpkin and Gail G. Lumpkin, (the "1999 Stockholders' Agreement"). On or about
January 26, 1999, certain former shareholders of Consolidated Communications
Inc., along with certain permitted transferees, also became parties to the 1999
Stockholders' Agreement (collectively, the "CCI Shareholders"). The 1999
Stockholders' Agreement was amended and restated as of September 15, 1999, to,
among other changes, increase the size of the board of directors with respect to
the designation of certain directors of the Company and generally to reduce the
number of shares required to be held by a party in connection with the
designation of certain directors of the Company, and as of December 17, 1999,
to, among other changes, add Alliant Energy Corporation ("AEC") and other
affiliates of IES as parties.
Effective March 10, 2000, the 1999 Stockholders' Agreement was further amended
and restated (as so amended and restated, the "Amended 1999 Stockholders'
Agreement") to add another affiliate of IES as a party, to reduce the number of
shares required to be held by a party in connection with the designation of
certain directors of the Company and to remove as parties to the agreement
certain former CCI Shareholders and certain permitted transferees of the former
CCI Shareholders consisting of Mary Lee Sparks and Margaret L. Keon and the
following trusts established by them or for the benefit of them or 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.
United States Trust Company of New York, as Trustee of the 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 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, 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 Amended 1999 Stockholders' Agreement may be deemed to
comprise a group within the meaning of Section 13(d)(3) of the Exchange Act.
Collectively, insofar as is known to the Reporting Persons, the parties to the
Amended 1999 Stockholders' Agreement beneficially owned as of April 11, 2000
(except with respect to the Reporting Persons, which beneficial ownership
information is as of July 24, 2000), a total of 146,305,442 shares of Class A
Common Stock (including 7,804,128 shares that AEC has the right to acquire upon
exercise of options, and 777,858 and 195,000 shares that Clark E. McLeod and
Richard A. Lumpkin, respectively, have the right to purchase upon exercise of
options, within 60 days), which represents approximately 24.9% of the shares of
Class A Common Stock outstanding as of May 9, 2000.
The following table sets forth information regarding the shares of Class A
Common Stock beneficially owned by the parties that remain subject to the
Amended 1999 Stockholders' Agreement. Except as otherwise indicated, beneficial
ownership by the parties to the Amended 1999 Stockholders' Agreement who are
former CCI Shareholders reflects their status as trustees of the respective
trusts set forth opposite their names in the table and is based on the most
recent Schedule 13D or amendment thereto filed on their behalf that has come to
the attention of the Reporting Persons. Except as otherwise indicated, the
information shown with respect to each party to the Amended 1999 Stockholders'
Agreement who is not a the Reporting Persons is based on the most recent
Schedule 13D or amendment thereto filed by such person that has come to the
attention of the Reporting Persons and/or on the Company's final proxy statement
dated April 22, 2000, filed with the Commission on April 26, 2000. Reference is
made to such filings for further information.
<PAGE>
<TABLE>
<CAPTION>
Percent of
Voting Number of Shares of Outstanding Class A
and Dispositive Class A Common Common
Trust Powers Stock Stock
----- ------ ----- -----
<S> <C> <C> <C> <C>
Clark E. McLeod and N/A Sole and 54,300,914 9.4
Mary E. McLeod Shared
Richard A. Lumpkin (trustee) Gail G. Lumpkin Trust dated Sole 1,866,762 0.3
12/14/85
United States Trust Company of Richard Adamson Lumpkin Shared 327,828 0.0
New York; Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote and 9/5/80 f/b/o Benjamin Iverson
investments) Lumpkin
United States Trust Company of Richard Adamson Lumpkin Shared 327,828 0.0
New York; Richard A. Lumpkin Grandchildren's Trust dated
(power to direct vote and 9/5/80 f/b/o Elizabeth Arabella
investments) Lumpkin
United States Trust Company of Trust named for Benjamin Iverson Shared 1,852,890 0.3
New York; Richard A. Lumpkin Lumpkin created under the Mary
(power to direct vote and Green Lumpkin Gallo Trust
investments) Agreement dated December 29, 1989
United States Trust Company of Trust named for Elizabeth Shared 1,852,890 0.3
New York; Richard A. Lumpkin Arabella Lumpkin created under
(power to direct vote and the Mary Green Lumpkin Gallo
investments) Trust Agreement dated December 29,
1989
Steven L. Grissom and David R. Richard Anthony Lumpkin 1990 Shared 2,442,834 0.4
Hodgman; Richard A. Lumpkin Personal Income Trust for the
(power to direct sale of Benefit of Benjamin Iverson
shares) Lumpkin dated April 20, 1990
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Percent of
Voting Number of Shares of Outstanding Class A
and Dispositive Class A Common Common
Trust Powers Stock Stock
----- ------ ----- -----
<S> <C> <C> <C> <C>
Steven L. Grissom and David R. Richard Anthony Lumpkin 1990 Shared 2,442,834 0.4
Hodgman; Richard A. Lumpkin Personal Income Trust for the
(power to direct sale of Benefit of Elizabeth Arabella
shares) Lumpkin dated April 20, 1990
United States Trust Company of Richard Anthony Lumpkin Trust Shared 10,932 0.0
New York; Richard A. Lumpkin under the Trust Agreement dated
(power to direct vote and February 6, 1970
investments)
Richard A. Lumpkin N/A Sole 195,000/1/ 0.0
Alliant Energy Corporation N/A Shared 57,201,576/2/ 9.8
Media/Communications Partners N/A Sole 22,371,648 3.9
III Limited Partnership
M/C Investors L.L.C. N/A Sole 1,111,506 0.2
</TABLE>
/1/ Consists of 195,000 shares underlying presently exercisable options.
/2/ Includes 7,804,128 shares of Class A 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 31,205,178 shares of
Class A 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 404,706 shares of Class A 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 17,517,564 shares of Class A Common Stock. Alliant Energy Foundation,
Inc., an independently chartered foundation which is affiliated with AEC, is the
record holder of 270,000 shares of Class A Common Stock.
<PAGE>
Except for the transactions described in this Item 5(c), none of the Reporting
Persons have effected any other transactions relating to the Class A Common
Stock during the past 60 days.
(b) The number of shares of Class A Common Stock as to which M/C Partners III
has
(i) sole power to vote or direct the vote 22,371,648
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or direct the disposition 22,371,648
(iv) shared power to dispose or direct the disposition 0
The number of shares of Class A Common Stock as to which M/C III has
(i) sole power to vote or direct the vote 22,371,648
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or direct the disposition 22,371,648
(iv) shared power to dispose or direct the disposition 0
The number of shares of Class A Common Stock as to which M/C Investors has
(i) sole power to vote or direct the vote 1,111,506
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or direct the disposition 1,111,506
(iv) shared power to dispose or direct the disposition 0
The number of shares of Class A Common Stock as to which each of David D. Croll,
James F. Wade, Stephen Gormley, John Hayes and Christopher Gaffney has
(i) sole power to vote or direct the vote 0
(ii) shared power to vote or direct the vote 23,483,154
(iii) sole power to dispose or direct the disposition 0
(iv) shared power to dispose or direct the disposition 23,483,154
(c) None of the Reporting Persons has effected any other transactions relating
to the Class A Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
----------------------------
Item 6 is hereby amended by adding the following supplemental information:
As described under Item 5(a), the Reporting Persons, along with the Company and
certain other of its shareholders entered into a Stockholders' Agreement, dated
as of January 7, 1999, which stockholders' agreement was amended and restated on
September 15, 1999 and December 17, 1999.
Effective March 10, 2000, the 1999 Stockholders' Agreement was further amended
and restated (as so amended and restated, the "Third Amended 1999 Stockholders'
Agreement") to, among other changes, add another affiliate of IES as a party,
reduce the number of shares required to be held by a party in connection with
the designation of certain directors of the Company and remove as parties to the
agreement certain former CCI Shareholders and certain permitted transferees of
the former CCI Shareholders consisting of Mary Lee Sparks and Margaret L. Keon
and various trusts established by them or for the benefit of them or their
descendants. The former CCI Shareholders who remain as parties to the Third
Amended 1999 Stockholders' Agreement consist of the following:
Richard A. Lumpkin individually, and as Trustee of the Gail G. Lumpkin
Trust, dated December 14, 1985.
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.
The Third Amended 1999 Stockholders' Agreement provides that, until December 31,
2001, M/C will not sell any equity securities of the Company, or any other
securities convertible into or exchangeable for equity securities of the
Company, received pursuant to the Company's acquisition of Ovation
Communications, Inc. ("Ovation"), without receiving the prior written consent of
the board of directors of the Company, except for transfers specifically
permitted by the agreement. The Third Amended 1999 Stockholders' Agreement also
contains various provisions intended to insure that M/C and the parties to the
Third Amended and Restated November 1998 Stockholders Agreement dated as of
March 10, 2000 among McLeodUSA Incorporated, Alliant Energy Corporation, Alliant
Energy Investments, Inc., Heartland Properties, Inc., LNT Communications LLC,
Alliant Energy Foundation, 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 listed on Schedule I thereto
(the "Third Amended 1998 Stockholders' Agreement") are treated on a basis
generally similar to one another in connection with permitted sales and
registration of the Company's securities under such agreements. In addition, for
so long as M/C owns at least 7,500,000 shares of Class A Common Stock, M/C has
agreed to vote its shares in accordance with the voting agreement contained in
the Third Amended 1998 Stockholders' Agreement and the other parties have agreed
to vote their shares to cause to be elected to the board of directors of the
Company one director designated by M/C.
The Third Amended 1999 Stockholders' Agreement terminates on December 31, 2001.
In addition, if (i) during each of 2000 and 2001, the Company has not provided
M/C an opportunity to register under the Securities Act for sale an aggregate
number of shares of Class A Common Stock equal to not less than 15% of the total
number of shares of Class A Common Stock beneficially owned by M/C as a result
of the acquisition of Ovation, or (ii) the Third Amended 1998 Stockholders'
Agreement has been terminated by all parties to such agreement, then M/C may
terminate the Third Amended 1999 Stockholders' Agreement. The Third Amended 1999
Stockholders' Agreement will be terminated with respect to parties other than
M/C and the Company at the time the Third Amended 1998 Stockholders' Agreement
is terminated with respect to such other parties.
The foregoing description of the Third Amended 1999 Stockholders' Agreement is
qualified in its entirety by reference to the Third Amended 1999 Stockholders'
Agreement which is filed as an exhibit to this statement.
Item 7. Material to be Filed as Exhibits
------- --------------------------------
Item 7 is hereby amended by adding the following documents to the exhibit list:
1. Second Amended and Restated January 1999 Stockholders' Agreement, dated as of
December 17, 1999, among McLeodUSA Incorporated, Alliant Energy Corporation, IES
Investments Inc. (n/k/a Alliant Energy Investments, Inc.), Heartland Properties,
Inc., Alliant Energy Foundation, Inc., Clark E. McLeod, Mary E. McLeod, Richard
A. Lumpkin, Gail G. Lumpkin, certain former CCI shareholders and certain
permitted transferees of former CCI shareholders listed on Schedule I thereto,
M/C Investors L.L.C., and Media/Communications Partners III Limited Partnership
(previously filed as Exhibit 4.25 to the McLeodUSA Incorporated Annual Report on
Form 10-K for the year ended December 31, 1999, filed with the Securities and
Exchange Commission on March 30, 2000 and incorporated herein by reference).
2. Third Amended and Restated January 1999 Stockholders' Agreement, dated as of
March 10, 2000, among McLeodUSA Incorporated, Alliant Energy Corporation,
Alliant Energy Investments, Inc., Heartland Properties, Inc., LNT Communications
LLC, Alliant Energy Foundation, Inc., Clark E. McLeod, Mary E. McLeod, Richard
A. Lumpkin, Gail G. Lumpkin, certain former CCI shareholders and certain
permitted transferees of former CCI shareholders listed on Schedule I thereto,
M/C Investors L.L.C., and Media Communications Partners III Limited Partnership
(previously filed as Exhibit 4.28 to the McLeodUSA Incorporated Quarterly Report
on Form 10-Q for the quarter ended March 31, 2000, filed with the Securities and
Exchange Commission on May 15, 2000 and incorporated herein by reference).
3. Joint Filing Agreement set forth below.
<PAGE>
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: July 24, 2000.
M/C INVESTORS L.L.C.
By: /s/ James Wade
----------------------------------------
James Wade
Manager
MEDIA COMMUNICATIONS PARTNERS III
LIMITED PARTNERSHIP
By: M/C III, L.L.C., its General Partner
By: /s/ James Wade
----------------------------------------
James Wade
Manager
By: /s/ David D. Croll
----------------------------------------
David D. Croll
By: /s/ James F. Wade
----------------------------------------
James F. Wade
By: /s/ Stephen Gormley
----------------------------------------
Stephen Gormley
By: /s/ John Hayes
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John Hayes
By: /s/ Christopher Gaffney
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Christopher Gaffney
By: /s/ Peter H.O. Claudy
----------------------------------------
Peter H.O. Claudy
<PAGE>
Exhibit
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act
of 1934, the undersigned agree to the joint filing of a Statement on Schedule
13D (including any and all amendments thereto) with respect to the shares of
Class A Common Stock, $.01 par value, of McLeodUSA Incorporated, and further
agree that this Joint Filing Agreement be included as an Exhibit thereto. In
addition, each party to this Agreement expressly authorizes each other party to
this Agreement to file on its behalf any and all amendments to such Statement.
Date: July [], 2000
M/C INVESTORS L.L.C.
By: /s/ James Wade
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James Wade
Manager
MEDIA COMMUNICATIONS PARTNERS III
LIMITED PARTNERSHIP
By: M/C III, L.L.C., its General Partner
By: /s/ James Wade
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James Wade
Manager
By: /s/ David D. Croll
----------------------------------------
David D. Croll
By: /s/ James F. Wade
----------------------------------------
James F. Wade
By: /s/ Stephen Gormley
----------------------------------------
Stephen Gormley
By: /s/ John Hayes
----------------------------------------
John Hayes
By: /s/ Christopher Gaffney
----------------------------------------
Christopher Gaffney
By: /s/ Peter H.O. Claudy
----------------------------------------
Peter H.O. Claudy
