-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GFSkAWMyXKedRuKn4e55UsCD16uCAZHEtr/6Etd14K2DfivPEJxp202JlVIW/YuC 7g/STXbP8fNrYTGK8F5mCg== 0000789943-96-000019.txt : 19960626 0000789943-96-000019.hdr.sgml : 19960626 ACCESSION NUMBER: 0000789943-96-000019 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960625 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCLEOD INC CENTRAL INDEX KEY: 0000919943 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 584214072 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46203 FILM NUMBER: 96585544 BUSINESS ADDRESS: STREET 1: TOWN CENTRE STREET 2: 221 THIRD AVENUE S E SUITE 500 CITY: CEDAR RAPIDS STATE: IA ZIP: 52401-1522 BUSINESS PHONE: 319-398-70 MAIL ADDRESS: STREET 1: TOWNE CENTRE STREET 2: 221 THIRD AVENUE SE SUITE 500 CITY: CEDAR RAPIDS STATE: IA ZIP: 52401-1522 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IES INDUSTRIES INC CENTRAL INDEX KEY: 0000789943 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 421271452 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 200 FIRST ST SE CITY: CEDAR RAPIDS STATE: IA ZIP: 52401 BUSINESS PHONE: 3193984411 FORMER COMPANY: FORMER CONFORMED NAME: IE INDUSTRIES INC DATE OF NAME CHANGE: 19910707 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 McLEOD, INC. (Name of Issuer) CLASS A COMMON STOCK (Title of class of securities) 582266 10 2 (CUSIP Number) IES INDUSTRIES INC. IES INVESTMENTS INC. Stephen W. Southwick 200 First Street S.E. Cedar Rapids, Iowa 52401 (319) 398-4411 (Name, Address, and Telephone Number of person authorized to receive notices and communications) June 14, 1996 (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 subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [x]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1 (a) 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 582266 10 2 13D Page 2 of 7 Pages 1. Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons IES Industries Inc. TIN 42-1271452 IES Investments Inc. TIN 42-1375913 2. Check the appropriate box if a member of a group (a) [x] (b) [_] 3. SEC Use Only 4. Source of Funds WC 5. Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) [_] Not Applicable 6. Citizenship or Place of Organization Iowa Number of 7. Sole Voting Power 10,245,457 See Item 5 Shares Beneficially 8. Shared Voting Power 0 Owned By Each 9. Sole Dispositive Power 10,245,457 See Item 5 Reporting Person With 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned By Each Reporting Person 10,245,457 See Item 5 12. Check box if the aggregate amount in Row (11) excludes certain shares* Not Applicable 13. Percent of Class represented by amount in Row (11) 21.7 See Item 5 14. Type of Reporting Person* CO ______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. This statement relates to the Class A Common Stock, $.01 par value (the "Class A Common Stock"), of McLeod, Inc., a Delaware corporation (the "Company"), whose principal executive offices are located at 221 Third Avenue S.E., Suite 500, Cedar Rapids, Iowa 52401. Item 2. Identity and Background. This statement is being filed by IES Investments Inc., an Iowa corporation, a wholly-owned subsidiary of IES Diversified Inc., an Iowa corporation, a wholly-owned subsidiary of IES Industries Inc., and IES Industries Inc., an Iowa corporation, the ultimate parent company of IES Investments Inc. (together "IES"), whose principal executive offices are located at 200 First Street, S.E., Cedar Rapids, Iowa 52401. The principal business of IES Investments Inc. is to invest in, develop and/or manage investment and financial business ventures. The name, business address, present principal occupation or employment, citizenship, and the name, principal business and address of any corporation or other organization in which such employment is conducted of each executive officer and director of IES are set forth in Schedule A attached hereto. To IES's knowledge, none of such directors and 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. During the past five years, IES has not 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. IES Investments Inc. purchased the shares of Class A Common Stock set forth in Item 5 herein with funds provided by its parent, IES Diversified Inc., an Iowa corporation, a wholly-owned subsidiary of IES Industries Inc., for that specific purpose. Item 4. Purpose of Transaction. IES has acquired the Class A Common Stock for investment purposes. Item 5. Interest in Securities of Issuer. (a) IES beneficially owns an aggregate total of 10,245,457 shares of Class A Common Stock, which, including the shares of Class B Common Stock (as defined below) owned by IES, represents approximately 21.7% of the shares of Class A Common Stock outstanding on June 14, 1996, the date (the "IPO Date") of the initial public offering of the Class A Common Stock by the Company (the "Initial Public Offering") according to the final prospectus issued in conjunction with the Initial Public Offering and adjusted for the underwriting overallotment (and assuming all outstanding Class B Common Stock shares are converted into Class A Common Stock shares). The aggregate total shares owned beneficially by IES includes a total of 8,420,457 shares of the Company's Class B Common Stock, par value $.01 (the "Class B Common Stock"), representing approximately 53.89% of the shares of Class B Common Stock outstanding on the IPO Date, according to the final prospectus issued in conjunction with the Initial Public Offering (based solely on the Class B Common Stock without giving effect to a conversion into Class A Common Stock). The Class B Common Stock was acquired in April 1993, February 1994 and June 1995 for investment purposes. Holders of Class B Common Stock are entitled to attend all meetings of stockholders and, together with other stockholders, to vote on any matter or thing properly considered and acted upon by the shareholders of the Company. Holders of Class B Common Stock are entitled to .40 vote per share. The shares of Class B Common Stock may be converted at any time at the option of IES into fully paid and nonassessable shares of Class A Common Stock at the rate of one share of Class A Common Stock for each share of Class B Common Stock, as adjusted for any stock split. The total aggregate shares owned by IES includes shares which may be purchased within 60 days of the date of this report pursuant to outstanding options. Together with MWR Investments Inc., Midwest Capital Group, Inc. and Clark E. McLeod and Mary E. McLeod, IES comprise a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934. Collectively, this group beneficially owns a total of 27,572,515 shares of Class A Common Stock which represents 58.1% of the shares of Class A Common Stock outstanding on June 14, 1996, according to the final prospectus issued in conjunction with the Initial Public Offering and adjusted for the underwriting overallotment (and assuming all Class B Common Stock Shares are converted into Class A Common Stock Shares). (b) The number of shares of Common Stock which IES has (i) sole power to vote or direct the vote 10,245,457 (ii) shared power to vote or direct the vote 0 (iii) sole power to dispose or direct the disposition 10,245,457 (iv) shared power to dispose or direct the disposition 0 (c) IES purchased 500,000 shares of Class A Common Stock at $20.00 per share in the Initial Public Offering. Except for this purchase, IES has not effected any transaction in either the Class A Common Stock or the Class B 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. IES Investments Inc., Clark E. McLeod and Mary E. McLeod, Midwest Capital Group, Inc. and MWR Investments Inc. (collectively, the "Investor Stockholders") and the Company have, with respect to the respective shares of capital stock owned by each such Investor Stockholder, entered into an investor agreement (the "Investor Agreement"), effective as of June 10, 1996, which provides that each Investor Stockholder, for so long as each Investor Stockholder owns at least 10% of the outstanding capital stock of the Company (but in no event longer than three years), shall vote such Investor Stockholder's stock and take all action within its power to: (i) establish the size of the Board of Directors of the Company at nine directors; (ii) cause to be elected to the Board of Directors of the Company one director designated by IES Investments Inc. (for so long as IES Investments Inc. owns at least 10% of the outstanding capital stock of the Company); (iii) cause to be elected to the Board of Directors of the Company one director designated by Midwest Capital Group, Inc. (for so long as Midwest Capital Group, Inc. owns at least 10% of the outstanding capital stock of the Company); (iv) cause to be elected to the Board of Directors of the Company three directors who are executive officers of the Company designated by Clark E. McLeod (for so long as Clark E. McLeod and Mary E. McLeod own at least 10% of the outstanding capital stock of the Company); and (v) cause to be elected to the Board of Directors of the Company four independent directors nominated by the Board of Directors of the Company. The Investor Agreement also provides that, for a period ending in March 1999 and subject to certain exceptions, IES Investments Inc. will refrain from acquiring, or agreeing or seeking to acquire, beneficial ownership of any securities issued by the Company. In addition, the Investor Agreement provides that, for a two year period commencing on the IPO Date, IES Investments Inc. (and all other investor stockholders) will not sell or otherwise dispose of any equity securities of the Company without the consent of the Board of Directors of the Company. In connection with the Initial Public Offering, IES Investments Inc. entered into an agreement (the "Lock-up Agreement") with the underwriters of the Initial Public Offering pursuant to which IES Investments Inc. has agreed that for a one year period commencing on June 10, 1996, IES Investments Inc. will not sell or otherwise dispose of any equity security of the Company without the consent of the underwriters. The foregoing description of the Investor Agreement and the Lock-up Agreement is qualified in its entirety by reference to the Investor Agreement and the Lock-up Agreement which are filed as exhibits to this Schedule and are incorporated herein by reference. Item 7. Materials to be Filed as Exhibits. 1. Form of Investor Agreement dated as of April 1, 1996 among the Company, IES, Midwest Capital Group, Inc., MWR Investments Inc., Clark E. McLeod and Mary E. McLeod and certain other stockholders (previously filed with the Securities and Exchange Commission as Exhibit 4.8 to the Company's Registration Statement on Form S-1, as amended, dated June 7, 1996, Registration No. 333-3112 and incorporated by reference herein). 2. Lock-up Letter from IES Investments Inc. to Salomon Brothers Inc., Morgan Stanley & Co. Incorporated and Bear, Stearns & Co. Inc. dated June 10, 1996. 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: June 25, 1996 IES INDUSTRIES INC. IES INVESTMENTS INC. By: /s/ Stephen W. Southwick Stephen W. Southwick, Secretary SCHEDULE A The following information sets forth the name, citizenship, business address and present principal occupation of each of the directors and executive officers of IES Industries Inc. and IES Investments Inc. Each of the directors and officers of IES is a citizen of the United States of America, except for Mr. Dietrich. Mr. Dietrich is a citizen of Canada. Each of the directors and executive officers of IES Investments Inc. and each of the executive officers of IES Industries Inc. business address is IES Tower, 200 First Street, S.E., Cedar Rapids, Iowa 52401. IES INDUSTRIES INC. Directors Title Amount of McLeod, Inc. Common Stock Shares Beneficially Owned Lee Liu Chairman of the Board, 42,607 President & Chief Executive Officer of IES Industries Inc. C.R.S. Anderson Retired Chairman of the Board 4,000 1245 Par View Drive of IES Industries Inc. Sanibel, FL 33957 J. Wayne Bevis Vice Chairman, Pella 600 102 Main Street Corporation Pella, Iowa 50219 Jack R. Newman Partner, Morgan, Lewis & Bockius 2,250 1800 M Street N.W. Washington, D.C. 20036-5869 Robert D. Ray President & CEO, IASD Health 5,000 636 Grand Avenue - 21st Flr Services Inc. Des Moines, Iowa 50309 David Q. Reed Attorney 600 Mark Twain Tower, Suite 1210 106 West 11th Street Kansas City, MO 64105 Henry Royer President & CEO, River City Bank 3,000 2485 Natomas Park Drive Sacramento, CA 95833 Robert W. Schlutz President, Schlutz Enterprises 4,000 14812 N. Avenue P.O. Box 269 Columbus Junction, IA 52738 Anthony R. Weiler Senior Vice President, Merchandising, 2,000 2235 Staples Mill Rd. Heilig-Meyers Co. Richmond, VA 23230 IES Industries Inc. Title Amount of McLeod, Inc. Executive Officers Common Stock Shares Beneficially Owned Lee Liu Chairman of the Board, President 42,607 & Chief Executive Officer Peter W. Dietrich Vice President, Corporate Development 500 Stephen W. Southwick Vice President, General Counsel & Secretary --- Dean E. Ekstrom Vice President, Administration 500 Dennis B. Vass Treasurer & Principal Financial Officer 1,000 IES INVESTMENTS INC. Executive Officers Title Lee Liu President 42,607 Peter W. Dietrich Vice President 500 Thomas L. Aller Vice President 1,625 Kenneth R. Whiting Vice President, International Business --- Dennis B. Vass Treasurer 1,000 Stephen W. Southwick Secretary --- Directors Lee Liu Chairman of the Board, 42,607 President & Chief Executive Officer of IES Industries Inc. Peter W. Dietrich Vice President, Corporate Development 500 of IES Industries Inc. EX-4 2 EXHIBIT 4 McLeod, Inc. Public Offering of Class A Common Stock June 10, 1996 Salomon Brothers Inc. Morgan Stanley & Co. Incorporated Bear, Stearns & Co. Inc. As Representatives of the several Underwriters, c/o Salomon Brothers Inc. Seven World Trade Center New York, New York 10048 Dear Sirs: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement"), between McLeod, Inc., a Delaware corporation (the "Company"), and each of you as Representatives of a group of Underwriters named therein, relating to an underwritten public offering of Class A Common Stock, $.01 par value (the "Common Stock"), of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned acknowledges that any shares of Common Stock purchased by the undersigned contemporaneously with the closing of the underwritten public offering will be purchased with the intention of holding such shares for purposes of investment and agrees not to offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce an offering of, any shares of Common Stock beneficially owned by the undersigned or any securities convertible into, or exchangeable for, shares of Common Stock for a period of one year following the day on which the Underwriting Agreement is executed without the prior written consent of the Representatives, except shares of Common Stock disposed of as bona fide gifts or pledges where the recipients of such gifts or the pledgees, as the case may be, agree in writing with the Underwriters to be bound by the terms of this letter. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, IES INVESTMENTS INC. By: Lee Liu Its: President -----END PRIVACY-ENHANCED MESSAGE-----