UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
(X) Check this box if no longer subject to Section 16. Form 4 or
Form 5 obligations may continue. See Instructions 1(b).
1. Name and Address of Reporting Person:
Richard A. Lumpkin
121 South 17th Street
Mattoon, Illinois 61938
U.S.A.
2. Issuer Name and Ticker or Trading Symbol:
McLeodUSA Incorporated
MCLD
3. IRS or Social Security Number of Reporting Person (Voluntary):
4. Statement for Month/Year:
April 2002
5. If Amendment, Date of Original (Month/Year):
6. Relationship of Reporting Person(s) to Issuer (Check all
applicable):
(X) Director ( ) 10% Owner (x) Officer (give title below) (x)
Other (specify below)
Vice Chairman(2)
Member of 13(d) group owning more than 10%(3)
7. Individual or Joint/Group Filing (Check Applicable Line):
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
Table I -- Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
5. Amount
of
Securities 6. Owner-
Benefi- ship Form:
2. Trans- cially Direct (D) 7. Nature of
action 3. Trans- 4. Securities Acquired Owned at or Indirect
1. Title of Date action (A) or End of Month Indirect Beneficial
Security (Month / Code Disposed of (D) (Instr. 3 and (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) 4) (Instr. 4) (Instr. 4)
---------- ---------- ---------- -------------------- ----------- ---------- ----------
Code V Amount (A)or(D) Price
---- -- ------ -------- -----
Class A 04/16/02 J(1) 271,440 D (1) D
Common Stock
04/16/02 J(1) (1) A (1) (1) D
04/16/02 J(1) 2,284,303 D (1) (1) I By Richard
Anthony Lumpkin
1990 Personal
Income Trust for
the Benefit of
Elizabeth L.
Celio dated
April 20, 1990
04/16/02 J(1) (1) A (1) (1) I By Richard
Anthony Lumpkin
1990 Personal
Income Trust for
the Benefit of
Elizabeth L.
Celio dated
April 20, 1990
5. Amount
of
Securities 6. Owner-
Benefi- ship Form:
2. Trans- cially Direct (D) 7. Nature of
action 3. Trans- 4. Securities Acquired Owned at or Indirect
1. Title of Date action (A) or End of Month Indirect Beneficial
Security (Month / Code Disposed of (D) (Instr. 3 and (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) 4) (Instr. 4) (Instr. 4)
---------- ---------- ---------- -------------------- ----------- ---------- ----------
Code V Amount (A)or(D) Price
---- -- ------ -------- -----
04/16/02 J(1) 2,284,303 D (1) (1) I By Richard
Anthony Lumpkin
1990 Personal
Income Trust for
the Benefit of
Benjamin Iverson
Lumpkin dated
April 20, 1990
04/16/02 J(1) (1) A (1) (1) I By Richard
Anthony Lumpkin
1990 Personal
Income Trust for
the Benefit of
Benjamin Iverson
Lumpkin dated
April 20, 1990
04/16/02 J(1) 1,852,890 D (1) (1) I By Trust named
for Elizabeth L.
Celio created
under the Mary
Green Gallo
Trust Agreement
dated December
29, 1989
5. Amount
of
Securities 6. Owner-
Benefi- ship Form:
2. Trans- cially Direct (D) 7. Nature of
action 3. Trans- 4. Securities Acquired Owned at or Indirect
1. Title of Date action (A) or End of Month Indirect Beneficial
Security (Month / Code Disposed of (D) (Instr. 3 and (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) 4) (Instr. 4) (Instr. 4)
---------- ---------- ---------- -------------------- ----------- ---------- ----------
Code V Amount (A)or(D) Price
---- -- ------ -------- -----
04/16/02 J(1) (1) A (1) (1) I By Trust named
for Elizabeth L.
Celio created
under the Mary
Green Gallo
Trust Agreement
dated December
29, 1989
04/16/02 J(1) 1,852,890 D (1) (1) I By Trust named
for Benjamin I.
Lumpkin created
under the Mary
Green Gallo
Trust Agreement
dated December
29, 1989
04/16/02 J(1) (1) A (1) (1) I By Trust named
for Benjamin I.
Lumpkin created
under the Mary
Green Gallo
Trust Agreement
dated December
29, 1989
5. Amount
of
Securities 6. Owner-
Benefi- ship Form:
2. Trans- cially Direct (D) 7. Nature of
action 3. Trans- 4. Securities Acquired Owned at or Indirect
1. Title of Date action (A) or End of Month Indirect Beneficial
Security (Month / Code Disposed of (D) (Instr. 3 and (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) 4) (Instr. 4) (Instr. 4)
---------- ---------- ---------- -------------------- ----------- ---------- ----------
Code V Amount (A)or(D) Price
---- -- ------ -------- -----
04/16/02 J(1) 327,828 D (1) (1) I By Richard
Adamson Lumpkin
Grandchildren's
Trust dated
September 5,
1980 for the
benefit of
Elizabeth L.
Celio
04/16/02 J(1) (1) A (1) (1) I By Richard
Adamson Lumpkin
Grandchildren's
Trust dated
September 5,
1980 for the
benefit of
Elizabeth L.
Celio
04/16/02 J(1) 327,828 D (1) (1) I By Richard
Adamson Lumpkin
Grandchildren's
Trust dated
September 5,
1980 for the
benefit of
Benjamin I.
Lumpkin
5. Amount
of
Securities 6. Owner-
Benefi- ship Form:
2. Trans- cially Direct (D) 7. Nature of
action 3. Trans- 4. Securities Acquired Owned at or Indirect
1. Title of Date action (A) or End of Month Indirect Beneficial
Security (Month / Code Disposed of (D) (Instr. 3 and (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) 4) (Instr. 4) (Instr. 4)
---------- ---------- ---------- -------------------- ----------- ---------- ----------
Code V Amount (A)or(D) Price
---- -- ------ -------- -----
04/16/02 J(1) (1) A (1) (1) I By Richard
Adamson Lumpkin
Grandchildren's
Trust dated
September 5,
1980 for the
benefit of
Benjamin I.
Lumpkin
04/16/02 J(1) 13,930 D (1) (1) I By Gail G.
Lumpkin 1998
QTIP Trust dated
September 15,
1998
04/16/02 J(1) (1) A (1) (1) I By Gail G.
Lumpkin 1998
QTIP Trust,
dated September
15, 1998
04/16/02 J(1) 10,932 D (1) (1) I By Richard
Anthony Lumpkin
Trust under the
Trust Agreement
dated
February 6, 1970
5. Amount
of
Securities 6. Owner-
Benefi- ship Form:
2. Trans- cially Direct (D) 7. Nature of
action 3. Trans- 4. Securities Acquired Owned at or Indirect
1. Title of Date action (A) or End of Month Indirect Beneficial
Security (Month / Code Disposed of (D) (Instr. 3 and (I) Ownership
(Instr. 3) Day/Year) (Instr. 8) (Instr. 3, 4 and 5) 4) (Instr. 4) (Instr. 4)
---------- ---------- ---------- -------------------- ----------- ---------- ----------
Code V Amount (A)or(D) Price
---- -- ------ -------- -----
04/16/02 J(1) (1) A (1) (1) I By Richard
Anthony Lumpkin
Trust under the
Trust Agreement
dated
February 6, 1970
04/16/02 J(1) 1,852,832 D (1) (1) I By Richard
Anthony Lumpkin
Trust under the
Trust Agreement
dated May 13,
1978
04/16/02 J(1) (1) A (1) (1) I By Richard
Anthony Lumpkin
Trust under the
Trust Agreement
dated May 13,
1978
Table II -- Derivative Securities Acquired,
Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
9. 10.
2. 5. Number Owner-
Conver- Number of ship
sion of Deriv- Deri- Form of 11.
or ative vative Deriva- Nature
1. Exer- Secur- 7. Securi- tive of In-
Title cise 3. ties 6. Title 8. ties Security: direct
of Price Trans- 4. Acquired Date and Price Benefi- Direct Bene-
Deriva- of action Trans- (A) or Exercisable Amount of of cially (D) ficial
tive Deri- Date action Disposed and Expir- Underlying Deriva- Owned at or In- Owner-
Secur- vative (Month/ Code of (D) ation Securities tive End of direct ship
ity Secur- Day/ (Instr. (Instr. 3, Date (Month/ (Instr. 3 Security Month (I) (Instr.
(Instr. 3) ity Year) 8) 4 and 5) Day/ Year) and 4) (Instr. 5) (Instr. 4)(Instr. 4) 4)
---------- ------ ------ -------- ---------- ------------ ---------- --------- ---------- --------- -------
Date
Exer- Expir- Amount or
cis- ation Number of
Code V (A) (D) able Date Title Shares
-------- ---- ---- ----- ----- ---- ---------
Explanation of Responses:
(1) Pursuant to the Issuer's First Amended Plan of Reorganization under Chapter 11 of the
United States Bankruptcy Code (the "Plan"), all then-outstanding shares of old Class
A Common Stock were cancelled as of April 16, 2002, the Effective Date of the Plan.
A copy of the Plan is field as Exhibit 2.2 to the Issuer's Current Report on 8-K
filed with the Securities and Exchange Commission on April 22, 2002. Under the Plan,
each holder of old Class A Common Stock as of April 5, 2002 (the "Distribution Record
Date") is entitled, together with holders of Allowed Securities Claims (as defined in
the Plan), in full satisfaction, release and discharge of such interests, in a pro
rata share of 54,775,663 shares of the Company's new Class A Common Stock. Under the
terms of the Plan and by order of the Bankruptcy Court, 18,000,000 shares of such new
Class A Common Stock are currently held in a Disputed Claims Reserve (as defined in
the Plan). Accordingly, the initial distribution to holders of old Class A Common
Stock will be a pro rata share of 36,775,663 shares of new Class A Common Stock,
which equals approximately .058584 shares of new Class A Common Stock for each share
of old Class A Common Stock held on the Distribution Record Date. Upon the final
determination of the amount of any Allowed Securities Claims, if any, holders of old
Class A Common Stock as of the Distribution Record Date may be entitled to additional
distribution of new Class A Common Stock under the Plan.
(2) Resigned as a director and Vice Chairman of the Issuer effective April 6, 2002,
solely to consider a potential bid for Illinois Consolidated Telephone Company
("ICTC") which the Issuer has agreed to sell as part of its restructuring. Prior to
the acquisition of the business by Issuer in 1997, ICTC had been owned by the Lumpkin
family since its founding in 1894.
(3) As a party to (i) the Third Amended and Restated November 1998 Stockholders
Agreement dated March 10, 2000, among the Issuer, Alliant Energy Corp., Alliant
Energy Investments, Inc., Heartland Properties, LNT Communications LLC, Alliant
Energy Foundation, Clark E. McLeod, Mary McLeod, Richard A. Lumpkin and each of the
former shareholders of Consolidated Communications, Inc.("CCI"), and certain
transferees of the former CCI shareholders as listed on Schedule I thereto and (ii)
the Third Amended and Restated January 1999 Stockholders' Agreement dated March 10,
2000, among the Issuer, Alliant Energy Corp., Alliant Energy Investments, Inc.,
Heartland Properties, LNT Communications LLC, 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, L.L.C., and Media/Communications Partners III
Limited Partnership, (together the "Stockholders' Agreements"), Richard A. Lumpkin
was, for purposes of Section 13(d) of the Securities Exchange Act, a member of a
group that together owned more than 10% of the Issuer's Class A Common Stock. By
operation of their terms, the Stockholders' Agreements expired on December 31, 2001
and Richard A. Lumpkin ceased to be a member of a group for purposes of Section 13(d)
of the Exchange Act. Copies of the Stockholders' Agreements are filed as Exhibits to
Richard A. Lumpkin's Schedule 13D/A filed with the Securities and Exchange Commission
on March 10, 2000.
SIGNATURE OF REPORTING PERSON:
Richard A. Lumpkin
DATE: May 10, 2002