-----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, Ahm4WoRLJIYsdUq5/pVNjZNSUzA93lcF8ZNtHdXzl3g8IaszipGcMhOl46CAdBDL l0bmOr12vZTy6gRJlAs14A== 0000895813-98-000256.txt : 19981102 0000895813-98-000256.hdr.sgml : 19981102 ACCESSION NUMBER: 0000895813-98-000256 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981030 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCLEODUSA INC CENTRAL INDEX KEY: 0000919943 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 421407240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-46203 FILM NUMBER: 98734672 BUSINESS ADDRESS: STREET 1: 6400 C ST SW STREET 2: PO BOX 3177 CITY: CEDAR RAPIDS STATE: IA ZIP: 52401-1522 BUSINESS PHONE: 3193640000 MAIL ADDRESS: STREET 1: TOWNE CENTRE STREET 2: 221 THIRD AVENUE SE SUITE 500 CITY: CEDAR RAPIDS STATE: IA ZIP: 52401-1522 FORMER COMPANY: FORMER CONFORMED NAME: MCLEOD INC DATE OF NAME CHANGE: 19960403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LUMPKIN RICHARD ANTHONY CENTRAL INDEX KEY: 0000925184 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 121 SOUTH 17TH STREET CITY: MATTOON STATE: IL ZIP: 61938 MAIL ADDRESS: STREET 1: 121 SOUTH 17TH STREET CITY: MATTOON STATE: IL ZIP: 61938 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* McLEODUSA INCORPORATED (Name of Issuer) CLASS A COMMON STOCK (Title of class of securities) 582266 10 2 (CUSIP Number) Richard A. Lumpkin 121 South 17th Street Mattoon, Illinois 61938 217-235-3366 (Name, Address, and Telephone Number of person authorized to receive notices and communications) October 27, 1998 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, 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 ("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). 1. Name of Reporting Persons / I.R.S. Identification Nos. of Above Persons (Entities Only) Richard A. Lumpkin 2. Check the appropriate box if a member of a group: (a) [x] (b) [_] CUSIP No. 582266 10 2 13D 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: 2,266,681 See Item 5. 9. Sole Dispositive Power: 0 See Item 5. 10. Shared Dispositive Power: 2,266,681 See Item 5. 11. Aggregate Amount Beneficially Owned By Each Reporting Person: 2,266,681 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): 3.6% See Item 5. 14. Type of Reporting Person: IN CUSIP No. 582266 10 2 13D Page 3 1. Name of Reporting Persons / I.R.S. Identification Nos. of Above Persons (Entities Only) Gail Gawthrop Lumpkin 2. Check the appropriate box if a member of a group: (a) [x] (b) [_] 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: 311,127 See Item 5. 8. Shared Voting Power: 0 See Item 5. 9. Sole Dispositive Power: 311,127 See Item 5. 10. Shared Dispositive Power: 0 See Item 5. 11. Aggregate Amount Beneficially Owned By Each Reporting Person: 311,127 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): 0.5% See Item 5. 14. Type of Reporting Person: IN CUSIP No. 582266 10 2 13D Page 4 1. Name of Reporting Persons / I.R.S. Identification Nos. of Above Persons (Entities Only) Benjamin I. Lumpkin 2. Check the appropriate box if a member of a group: (a) [x] (b) [_] 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: 100,000 See Item 5. 8. Shared Voting Power: 96,656 See Item 5. 9. Sole Dispositive Power: 100,000 See Item 5. 10. Shared Dispositive Power: 96,656 See Item 5. 11. Aggregate Amount Beneficially Owned By Each Reporting Person: 196,656 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): 0.3% See Item 5. 14. Type of Reporting Person: IN CUSIP No. 582266 10 2 13D Page 5 1. Name of Reporting Persons / I.R.S. Identification Nos. of Above Persons (Entities Only) Elizabeth L. Celio 2. Check the appropriate box if a member of a group: (a) [x] (b) [_] 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: 100,000 See Item 5. 8. Shared Voting Power: 96,656 See Item 5. 9. Sole Dispositive Power: 100,000 See Item 5. 10. Shared Dispositive Power: 96,656 See Item 5. 11. Aggregate Amount Beneficially Owned By Each Reporting Person: 196,656 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): 0.3% See Item 5. 14. Type of Reporting Person: IN CUSIP No. 582266 10 2 13D Page 6 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. Item 2. Identity and Background. This statement is being filed by Richard A. Lumpkin, as trustee or settlor, Benjamin I. Lumpkin, as trustee, and Elizabeth L. Celio (aka Elizabeth A. Lumpkin), as trustee of the respective trusts listed opposite such person's name in Item 5 below, and by Gail Gawthrop Lumpkin, individually, (each, a "Reporting Person"). The name, residence or business address and present principal occupation or employment of each Reporting Person and of each other Former CCI Shareholder (as defined in Item 5 below) 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 Reporting Persons and each other Former CCI Shareholder 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. None of the Reporting Persons has and, to the knowledge of the Reporting Persons, 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 otherwise indicated below, trusts of which one or more of the respective Reporting Persons are trustees or settlor (or has power under the applicable trust agreement to direct the vote and investments) as indicated in Item 5 below (the "Trusts") acquired the shares of Common Stock set forth opposite each 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"), 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. CUSIP No. 582266 10 2 13D Page 7 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 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. 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. The Grandchildren's Trusts continue to hold an aggregate of 377,698 shares of Common Stock. On July 23, 1998, 311,127 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 1,820,000 shares of Common Stock were distributed by the Gallo Trusts to individual beneficiaries of the respective Trust. 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, as described under Item 5(c). The Gallo Trusts continue to hold an aggregate of 1,719,512 shares. Item 4. Purpose of Transaction. The Trusts acquired the Common Stock in the Merger 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 CUSIP No. 582266 10 2 13D Page 8 limited restrictions on disposition of Common Stock existing under the Stockholders Agreement described below, any or all of the shares of Common Stock beneficially owned by each Reporting Person may be sold or otherwise disposed of from time to time. Representatives of the Reporting Persons and other parties to the Stockholders Agreement described below have discussed with the Company the possibility of entering into a new or amended stockholders agreement. It is uncertain whether any such agreement will be reached or what the terms of any such agreement would be. None of the Reporting Persons has any 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. Item 5. Interest in Securities of Issuer. (a) As trustee or settlor (or by virtue of a power under the applicable trust agreement to direct the vote and investments) of the respective Trusts set forth opposite such Reporting Person's name below, Richard A. Lumpkin beneficially owns an aggregate of 2,266,681 shares of Common Stock, which represents approximately 3.6 percent of the 62,894,327 shares of Common Stock reported by the Company as outstanding on July 31, 1998. Gail Gawthrop Lumpkin individually beneficially owns 311,127 shares of Common Stock, which represents approximately 0.5 percent of the shares of Common Stock outstanding on July 31, 1998. Richard A. Lumpkin may also be deemed to be the beneficial owner of the shares of Common Stock owned by his wife, Gail Gawthrop Lumpkin. As trustee of the respective Trusts indicated opposite such Reporting Person's name below, Benjamin I. Lumpkin beneficially owns an aggregate of 196,656 shares of Common Stock, which represents approximately 0.3 percent of the shares of Common Stock outstanding on July 31, 1998. As trustee of the respective Trusts indicated opposite such Reporting Person's name below, Elizabeth L. Celio beneficially owns an aggregate of 196,656 shares of Common Stock, which represents approximately 0.3 percent of the shares of Common Stock outstanding on July 31, 1998. The Reporting Persons, together with the other former shareholders of CCI who acquired shares of Common Stock pursuant to the Merger Agreement or who, as described below, received distributions of shares of Common Stock prior to October 25, 1998 (collectively, the "Former CCI Shareholders"), MHC Investment Company, successor by merger to MWR Investments Inc., ("MHC"), Midwest Capital Group, Inc., IES Investments Inc. ("IES"), Clark E. McLeod and Mary E. McLeod, (collectively, the "Principal Stockholders"), are parties to a Stockholders' Agreement dated as of June 14, 1997 and effective September 24, 1997, as amended by Amendment No. 1 to Stockholders' Agreement dated as of September 19, 1997 (together, the "Stockholders Agreement") and, accordingly, comprise a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934. CUSIP No. 582266 10 2 13D Page 9 Collectively, insofar as is known to the Reporting Persons, this group beneficially owns a total of 36,133,653 shares of Common Stock, which represents 57.5 percent of such shares of Common Stock outstanding on July 31, 1998. The following table sets forth information regarding the shares of Common Stock beneficially owned by the Reporting Persons, by the other Former CCI Shareholders and by the other Principal Stockholders. Except as indicated, beneficial ownership by the Reporting Persons and the other 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 Principal Stockholder who is not a Former CCI Shareholder is based on the most recent Schedule 13D or Amendment thereto filed by such person that has come to the attention of the Reporting Persons. Reference is made to such filings for further information as to such other Principal Stockholders. CUSIP No. 582266 10 2 13D Page 10
Reporting Person Voting and Number of Percent of and Other Former Dispositive Shares of Outstanding CCI Shareholders Trust Powers Common Stock Common Stock Gail Gawthrop Lumpkin N/A Sole 311,127 0.5 Mary Lee Sparks and Trust Agreement dated May 13, Shared 332,209 0.5 Steven L. Grissom 1978 f/b/o Mary Lee Sparks Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,603 0.0 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Joseph John Keon and investments) III Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,603 0.0 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Katherine and investments) Stoddert Keon Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,603 0.0 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Lisa Anne Keon and investments) Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,603 0.0 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Margaret Lynley and investments) Keon Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,603 0.0 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Pamela Keon and investments) Vitale Bank One, Texas NA; Richard Adamson Lumpkin Shared 23,603 0.0 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Susan Tamara Keon and investments) Bank One, Texas NA; Richard Adamson Lumpkin Shared 55,088 0.1 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Benjamin Iverson and investments) Lumpkin Bank One, Texas NA; Richard Adamson Lumpkin Shared 55,088 0.1 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Elizabeth and investments) Arabella Lumpkin CUSIP No. 582266 10 2 13D Page 11 Reporting Person Voting and Number of Percent of and Other Former Dispositive Shares of Outstanding CCI Shareholders Trust Powers Common Stock Common Stock Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,476 0.1 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Anne Romayne and investments) Sparks Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,476 0.1 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Barbara Lee and investments) Sparks Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,476 0.1 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o Christina Louise and investments) Sparks Bank One, Texas NA; Richard Adamson Lumpkin Shared 31,476 0.1 Richard A. Lumpkin Grandchildren's Trust dated (power to direct vote 9/5/80 f/b/o John Woodruff and investments) Sparks Bank One, Texas NA; Trust named for Joseph John Keon Shared 171,291 0.3 Richard A. Lumpkin III created under the Mary (power to direct vote Green Lumpkin Gallo Trust and investments) Agreement dated December 29, 1989 Bank One, Texas NA; Trust named for Katherine Shared 171,291 0.3 Richard A. Lumpkin Stoddert Keon created under (power to direct vote the Mary Green Lumpkin Gallo and investments) Trust Agreement dated December 29, 1989 Bank One, Texas NA; Trust named for Lisa Anne Keon Shared 56,291 0.1 Richard A. Lumpkin created under the Mary Green (power to direct vote Lumpkin Gallo Trust Agreement and investments) dated December 29, 1989 Bank One, Texas NA; Trust named for Margaret Lynley Shared 156,291 0.2 Richard A. Lumpkin Keon created under the Mary (power to direct vote Green Lumpkin Gallo Trust and investments) Agreement dated December 29, 1989 Bank One, Texas NA; Trust named for Pamela Keon Shared 156,291 0.2 Richard A. Lumpkin Vitale created under the Mary (power to direct vote Green Lumpkin Gallo Trust and investments) Agreement dated December 29, 1989 CUSIP No. 582266 10 2 13D 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 Bank One, Texas NA; Trust named for Susan Tamara Keon Shared 156,291 0.2 Richard A. Lumpkin created under the Mary Green (power to direct vote Lumpkin Gallo Trust Agreement and investments) dated December 29, 1989 Bank One, Texas NA; Trust named for Benjamin Iverson Shared 310,965 0.5 Richard A. Lumpkin Lumpkin created under the Mary (power to direct vote Green Lumpkin Gallo Trust and investments) Agreement dated December 29, 1989 Bank One, Texas NA; Trust named for Elizabeth Shared 310,965 0.5 Richard A. Lumpkin Arabella Lumpkin created under (power to direct vote the Mary Green Lumpkin Gallo and investments) Trust Agreement dated December 29, 1989 Bank One, Texas NA; Trust named for Anne Romayne Shared 94,959 0.2 Richard A. Lumpkin Sparks created under the Mary (power to direct vote Green Lumpkin Gallo Trust and investments) Agreement dated December 29, 1989 Bank One, Texas NA; Trust named for Barbara Lee Shared 44,959 0.1 Richard A. Lumpkin Sparks created under the Mary (power to direct vote Green Lumpkin Gallo Trust and investments) Agreement dated December 29, 1989 Bank One, Texas NA; Trust named for Christina Louise Shared 44,959 0.1 Richard A. Lumpkin Sparks created under the Mary (power to direct vote Green Lumpkin Gallo Trust and investments) Agreement dated December 29, 1989 Bank One, Texas NA; Trust named for John Woodruff Shared 44,959 0.1 Richard A. Lumpkin Sparks created under the Mary (power to direct vote Green Lumpkin Gallo Trust and investments) Agreement dated December 29, 1989 Benjamin I. Lumpkin Benjamin I. Lumpkin Holdback Shared 48,328 0.1 and Elizabeth L. Trust under the Richard Anthony Celio Lumpkin 1993 Grantor Retained Annuity Trust CUSIP No. 582266 10 2 13D Page 13 Reporting Person Voting and Number of Percent of and Other Former Dispositive Shares of Outstanding CCI Shareholders Trust Powers Common Stock Common Stock Benjamin I. Lumpkin Elizabeth A. Lumpkin Holdback Shared 48,328 0.1 and Elizabeth L. Trust under the Richard Anthony Celio Lumpkin 1993 Grantor Retained Annuity Trust Mary Lee Sparks N/A Sole 196,678 0.3 Anne R. Whitten N/A Sole 22,359 0.0 Barbara L. Federico N/A Sole 22,360 0.0 Christina L. Duncan N/A Sole 22,359 0.0 John W. Sparks N/A Sole 22,360 0.0 Margaret L. Keon Margaret Lumpkin Keon Trust dated Sole 508,061 0.8 (settlor and trustee) May 13, 1978 Pamela K. Vitale and Joseph J. Keon, III Holdback Shared 16,057 0.0 Joseph J. Keon III Trust under Margaret L. Keon 1993 Grantor Retained Annuity Trust Pamela K. Vitale and Katherine S. Keon Holdback Trust Shared 16,057 0.0 Joseph J. Keon III under Margaret L. Keon 1993 Grantor Retained Annuity Trust Pamela K. Vitale N/A Sole 16,058 0.0 Liese A. Keon N/A Sole 16,058 0.0 Susan T. DeWyngaert N/A Sole 16,058 0.0 Margaret Lynley Keon N/A Sole 16,058 0.0 Robert J. Currey and Margaret L. Keon 1990 Personal Shared 77,337 0.1 David R. Hodgman Income Trust for the Benefit of Joseph John Keon III dated April 20, 1990 Robert J. Currey and Margaret L. Keon 1990 Personal Shared 77,337 0.1 David R. Hodgman Income Trust for the Benefit of Katherine Stoddert Keon dated April 20, 1990 Robert J. Currey and Margaret L. Keon 1990 Personal Shared 77,337 0.1 David R. Hodgman Income Trust for the Benefit of Lisa Anne Keon dated April 20, 1990 CUSIP No. 582266 10 2 13D Page 14 Reporting Person Voting and Number of Percent of and Other Former Dispositive Shares of Outstanding CCI Shareholders Trust Powers Common Stock Common Stock Robert J. Currey and Margaret L. Keon 1990 Personal Shared 77,337 0.1 David R. Hodgman Income Trust for the Benefit of Margaret Lynley Keon dated April 20, 1990 Robert J. Currey and Margaret L. Keon 1990 Personal Shared 77,337 0.1 David R. Hodgman Income Trust for the Benefit of Pamela Keon Vitale dated April 20, 1990 Robert J. Currey and Margaret L. Keon 1990 Personal Shared 77,337 0.1 David R. Hodgman Income Trust for the Benefit of Susan Tamara Keon DeWyngaert dated April 20, 1990 Robert J. Currey and Richard Anthony Lumpkin 1990 Shared 734,701 1.2 David R. Hodgman Personal Income Trust for the Benefit of Benjamin Iverson Lumpkin dated April 20, 1990 Robert J. Currey and Richard Anthony Lumpkin 1990 Shared 734,701 1.2 David R. Hodgman Personal Income Trust for the Benefit of Elizabeth Arabella Lumpkin dated April 20, 1990 Robert J. Currey and Mary Lee Sparks 1990 Personal Shared 154,674 0.2 David R. Hodgman Income Trust for the Benefit of Anne Romayne Sparks dated April 20, 1990 Robert J. Currey and Mary Lee Sparks 1990 Personal Shared 154,674 0.2 David R. Hodgman Income Trust for the Benefit of Barbara Lee Sparks dated April 20, 1990 Robert J. Currey and Mary Lee Sparks 1990 Personal Shared 154,674 0.2 David R. Hodgman Income Trust for the Benefit of Christina Louise Sparks dated April 20, 1990 Robert J. Currey and Mary Lee Sparks 1990 Personal Shared 154,674 0.2 David R. Hodgman Income Trust for the Benefit of John Woodruff Sparks dated April 20, 1990 CUSIP No. 582266 10 2 13D Page 15 Reporting Person Voting and Number of Percent of and Other Former Dispositive Shares of Outstanding CCI Shareholders Trust Powers Common Stock Common Stock Bank One, Texas NA; Richard Anthony Lumpkin Trust Shared 1,822 0.0 Richard A. Lumpkin under the Trust Agreement (power to direct vote dated February 6, 1970 and investments) Bank One, Texas NA; Margaret Anne Keon Trust under Shared 60,619 0.1 Richard A. Lumpkin the Trust Agreement dated (power to direct vote February 6, 1970 and investments) Bank One, Texas NA; Mary Lee Sparks Trust under the Shared 107,030 0.2 Richard A. Lumpkin Trust Agreement dated (power to direct vote February 6, 1970 and investments) The Lumpkin N/A Sole 219,280 0.3 Foundation
The following shares of Common Stock are beneficially owned by Other Principal Shareholders:
Voting and Number of Percent of Other Principal Dispositive Shares of Outstanding Stockholders Trust Powers Common Stock Common Stock Clark E. McLeod N/A Sole and 9,330,734 14.8 and Mary E. McLeod Shared IES Inestments, Inc. N/A Sole 10,245,457 16.3 MHC Investment N/A Sole 8,068,866 12.8 Company
CUSIP No. 582266 10 2 13D Page 16 In addition to the shares of Common Stock held subject to the Stockholders Agreement, the following shares were transferred after October 24, 1998 and are not subject to the provisions of the Stockholders Agreement:
Voting and Number of Percent of Dispositive Shares of Outstanding Reporting Person Trust Powers Common Stock Common Stock Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT Sole 100,000 0.2 dated October 27, 1998 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT Sole 100,000 0.2 dated October 27, 1998 Joseph J. Keon III Joseph J. Keon III 1998 CRUT dated Sole 85,000 0.1 October 27, 1998 Katherine S. Keon Katherine S. Keon 1998 CRUT dated Sole 85,000 0.1 October 27, 1998 Margaret Lynley Keon Margaret Lynley Keon 1998 NIM-CRUT Sole 100,000 0.2 dated October 27, 1998 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse Sole 100,000 0.2 CRUT dated October 27, 1998 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT Sole 100,000 0.2 dated October 27, 1998 Liese A. Keon Liese A. Keon 1998 CRUT dated Sole 200,000 0.3 October 27, 1998 Barbara S. Federico Barbara S. Federico 1998 Spouse Sole 250,000 0.4 CRUT dated October 27, 1998 Anne S. Whitten Anne S. Whitten 1998 Spouse Sole 200,000 0.3 NIM-CRUT dated October 27, 1998 John W. Sparks John W. Sparks 1998 Spouse Sole 75,000 0.1 NIM-CRUT dated October 27, 1998 John W. Sparks John W. Sparks 1998 Spouse CRUT Sole 175,000 0.3 dated October 27, 1998 Christina S. Duncan Christina S. Duncan 1998 Spouse Sole 250,000 0.4 CRUT dated October 27, 1998
CUSIP No. 582266 10 2 13D Page 17 (b) The number of shares of Common Stock which Richard A. Lumpkin has: (i) sole power to vote or direct the vote 0 (ii) shared power to vote or direct the vote 2,266,681 (iii) sole power to dispose or direct the disposition 0 (iv) shared power to dispose or direct the disposition 2,266,681 The number of shares of Common Stock which Gail Gawthrop Lumpkin has: (i) sole power to vote or direct the vote 311,127 (ii) shared power to vote or direct the vote 0 (iii) sole power to dispose or direct the disposition 311,127 (iv) shared power to dispose or direct the disposition 0 The number of shares of Common Stock which Benjamin I. Lumpkin has: (i) sole power to vote or direct the vote 100,000 (ii) shared power to vote or direct the vote 96,656 (iii) sole power to dispose or direct the disposition 100,000 (iv) shared power to dispose or direct the disposition 96,656 The number of shares of Common Stock which Elizabeth L. Celio has: (i) sole power to vote or direct the vote 100,000 (ii) shared power to vote or direct the vote 96,656 (iii) sole power to dispose or direct the disposition 100,000 (iv) shared power to dispose or direct the disposition 96,656 (c) The Reporting Persons and the other Former CCI Shareholders acquired an aggregate of 8,488,596 shares of Common Stock as set forth in the table in Item 5(a) above on September 24, 1997, pursuant to the Merger Agreement. Effective December 31, 1997, an aggregate of 282,440 shares of the Common Stock were distributed upon termination of three 1993 CUSIP No. 582266 10 2 13D Page 18 Grantor Retained Annuity Trusts to certain Former CCI Shareholders as follows:
Number of Distributing Trust Shares Distributee Richard Anthony Lumpkin 1993 Grantor 48,328 Benjamin I. Lumpkin Holdback Trust under the Richard Retained Annuity Trust Anthony Lumpkin 1993 Grantor Retained Annuity Trust Richard Anthony Lumpkin 1993 Grantor 48,328 Elizabeth A. Lumpkin Holdback Trust under the Richard Retained Annuity Trust Anthony Lumpkin 1993 Grantor Retained Annuity Trust Mary Lee Sparks 1993 Grantor Retained 22,359 Anne R. Whitten Annuity Trust Mary Lee Sparks 1993 Grantor Retained 22,360 Barbara L. Federico Annuity Trust Mary Lee Sparks 1993 Grantor Retained 22,359 Christina L. Duncan Annuity Trust Mary Lee Sparks 1993 Grantor Retained 22,360 John W. Sparks Annuity Trust Margaret L. Keon 1993 Grantor Retained 16,057 Joseph J. Keon, III Holdback Trust under the Margaret Annuity Trust L. Keon 1993 Grantor Retained Annuity Trust Margaret L. Keon 1993 Grantor Retained 16,057 Katherine S. Keon Holdback Trust under the Margaret L. Annuity Trust Keon 1993 Grantor Retained Annuity Trust Margaret L. Keon 1993 Grantor Retained 16,058 Pamela K. Vitale Annuity Trust Margaret L. Keon 1993 Grantor Retained 16,058 Liese A. Keon Annuity Trust Margaret L. Keon 1993 Grantor Retained 16,058 Susan T. DeWyngaert Annuity Trust Margaret L. Keon 1993 Grantor Retained 16,058 Margaret Lynley Keon Annuity Trust
On July 23, 1998, 311,127 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. CUSIP No. 582266 10 2 13D Page 19 On October 27, 1998, an aggregate of 1,820,000 shares of Common Stock were distributed by various trusts created under the Mary Green Gallo Trust Agreement dated December 29, 1989, to individual beneficiaries of the respective trust. Concurrently, also on October 27, 1998, each of such beneficiaries contributed the shares received to one or more newly created charitable remainder unitrusts as follows:
Number of Trust Receiving Distributing Trust Shares Beneficiary Contribution Trust named for Benjamin Iverson Lumpkin 100,000 Benjamin I. Lumpkin Benjamin I. Lumpkin 1998 NIM-CRUT created under the Mary Green Gallo Trust dated October 27, 1998 Agreement dated December 29, 1989 Trust named for Elizabeth Arabella 100,000 Elizabeth L. Celio Elizabeth L. Celio 1998 NIM-CRUT Lumpkin created under the Mary Green dated October 27, 1998 Gallo Trust Agreement dated December 29, 1989 Trust named for Joseph John Keon III 85,000 Joseph J. Keon III Joseph J. Keon III 1998 CRUT dated created under the Mary Green Gallo Trust October 27, 1998 Agreement dated December 29, 1989 Trust named for Katherine Stoddert Keon 85,000 Katherine S. Keon Katherine S. Keon 1998 CRUT dated created under the Mary Green Gallo Trust October 27, 1998 Agreement dated December 29, 1989 Trust named for Margaret Lynley Keon 100,000 Margaret Lynley Margaret Lynley Keon 1998 NIM-CRUT created under the Mary Green Gallo Trust Keon dated October 27, 1998 Agreement dated December 29, 1989 Trust named for Susan Tamara Keon created 100,000 Susan K. DeWyngaert Susan K. DeWyngaert 1998 Spouse CRUT under the Mary Green Gallo Trust dated October 27, 1998 Agreement dated December 29, 1989 Trust named for Pamela Keon Vitale 100,000 Pamela K. Vitale Pamela K. Vitale 1998 Spouse CRUT created under the Mary Green Gallo Trust dated October 27, 1998 Agreement dated December 29, 1989 Trust named for Lisa Anne Keon created 200,000 Liese A. Keon Liese A. Keon 1998 CRUT dated under the Mary Green Gallo Trust October 27, 1998 Agreement dated December 29, 1989 Trust named for Barbara Lee Sparks 250,000 Barbara S. Federico Barbara S. Federico 1998 Spouse CRUT created under the Mary Green Gallo Trust dated October 27, 1998 Agreement dated December 29, 1989 Trust named for Anne Romayne Sparks 200,000 Anne S. Whitten Anne S. Whitten 1998 Spouse NIM-CRUT created under the Mary Green Gallo Trust dated October 27, 1998 Agreement dated December 29, 1989 CUSIP No. 582266 10 2 13D Page 20 Number of Trust Receiving Distributing Trust Shares Beneficiary Contribution Trust named for John Woodruff Sparks 75,000 John W. Sparks John W. Sparks 1998 Spouse NIM-CRUT created under the Mary Green Gallo Trust dated October 27, 1998 Agreement dated December 29, 1989 Trust named for John Woodruff Sparks 175,000 John W. Sparks John W. Sparks 1998 Spouse CRUT created under the Mary Green Gallo Trust dated October 27, 1998 Agreement dated December 29, 1989 Trust named for Christina Louise Sparks 250,000 Christina S. Duncan Christina S. Duncan 1998 Spouse CRUT created under the Mary Green Gallo Trust dated October 27, 1998 Agreement dated December 29, 1989
Except for these transactions, none of the Reporting Persons or to their knowledge any of the other Former CCI Shareholders has effected any transaction in the Common Stock during the past 60 days. The Reporting Persons have 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. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Each of the Reporting Persons and the other Principal Stockholders and the Company have, with respect to the respective shares of capital stock of the Company owned by each such Principal Stockholder (exclusive of shares transferred to such stockholder after September 24, 1998), entered into the Stockholders Agreement, effective September 24, 1997. Pursuant to the Stockholders Agreement, each of the distributees of shares from a 1993 Grantor Retained Annuity Trust (as described in Item 5(c) above) and Gail Gawthrop Lumpkin have agreed, as a condition to the transfer of the shares, to be bound by the terms of the Stockholders Agreement. The Stockholders Agreement provides that each Principal Stockholder, for so long as such Principal Stockholder owns at least 10% (treating Richard A. Lumpkin and the Former CCI Shareholders as a single Principal Stockholder for this purpose) of the outstanding capital stock of the Company (but in no event longer than three years), shall vote such Principal Stockholder's stock and take all action within its power to: (i) establish the size of the Board of Directors of the Company at up to eleven directors; (ii) cause to be elected to the Board of Directors of the Company one director designated by IES (for so long as IES owns at least 10% of the outstanding capital stock of the Company); (iii) cause to be elected to the Board of Directors of the CUSIP No. 582266 10 2 13D Page 21 Company one director designated by MHC (for so long as MHC owns at least 10% of the outstanding capital stock of the Company); (iv) cause Richard A. Lumpkin to be elected to the Board of Directors of the Company (for so long as Mr. Lumpkin and the Former CCI Shareholders collectively own at least 10% of the outstanding capital stock of the Company); (v) 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 (vi) cause to be elected to the Board of Directors of the Company four non-employee directors nominated by the Board of Directors of the Company. The Stockholders Agreement also provides that, for a period which ended September 24, 1998, subject to certain exceptions, the Reporting Persons who are party to that Agreement (and all other Principal Stockholders) would not sell or otherwise dispose of any equity securities of the Company without the consent of the Board of Directors of the Company. The foregoing description of the Stockholders Agreement is qualified in its entirety by reference to the Stockholders Agreement which was filed as an exhibit to the original filing of this Schedule and is incorporated herein by reference. Item 7. Materials to be Filed as Exhibits. 1. Stockholders Agreement dated as of June 14, 1997, among the Company, the Reporting Persons and the other Former CCI Shareholders, 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. Power of Attorney, dated July 14, 1997, by Benjamin I. Lumpkin. (Incorporated by reference to the Exhibit of the same number to the original Schedule 13D, filed October 6, 1997.) 3. Joint Filing Agreement set forth below. JOINT FILING AGREEMENT By signing this Schedule 13D/A below, each of the Reporting Persons agrees pursuant to Rule 13d-1(f) that this Amendment to Schedule 13D is filed on behalf of each Reporting Person. CUSIP No. 582266 10 2 13D Page 22 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: October 30, 1998 Richard A. Lumpkin Gail Gawthrop Lumpkin Benjamin I. Lumpkin Elizabeth L. Celio CUSIP No. 582266 10 2 13D Page 23 SCHEDULE A The following information sets forth the name, business or residence address and present principal occupation of each of the Reporting Persons and other Former CCI Shareholders 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, none of the directors or executive officers of the Foundation is the beneficial owner of any Common Stock of the Company.
Name Occupation Address Robert J. Currey President of 21st Century World Trade Center - Chicago 350 North Orleans, Suite 600 Chicago, Illinois 60654 Susan T. DeWyngaert Physician 335 South 7th Street Philadelphia, Pennsylvania 19106 Christina L. Duncan Homemaker; (Director of the 194 North Bald Hill Road (aka Christina Sparks Duncan) Foundation) New Canaan, Connecticut 06840 Barbara L. Federico Homemaker 4840 Ashville Bay Road (aka Barbara Sparks Federico) Ashville, New York 14710 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 2290 Francisco St., Apt. #202 San Francisco, California 94123 Liese A. Keon Management Consultant 2868 South Lakeridge Trail Boulder, Colorado 80302 Margaret L. Keon Owner of Keon Associates, Career c/o Keon Associates Consultant; (Director and Vice 16 Miller Avenue, Suite 203 President of the Foundation) Mill Valley, California 94941 Margaret Lynley Keon Investment Banker 56 Bourne St. London, England SW1W8JD Benjamin I. Lumpkin Graduate Student 1316 West Howard St., #1 Chicago, Illinois 60626 Elizabeth L. Celio (aka Graduate Student; (Director of 815 Columbian Elizabeth A. Lumpkin) the Foundation) Oak Park, Illinois 60302 CUSIP No. 582266 10 2 13D Page 24 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 Mary Lee Sparks Homemaker; (Director and 2438 Campbell Road, N.W. President of the 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 38 Goodhue Road (aka Anne Sparks Whitten) Windham, New Hampshire 03087
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