UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
MCLEODUSA INCORPORATED
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
582266 10 2
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(CUSIP Number)
FRIED, FRANK, HARRIS, FORSTMANN LITTLE & CO. SUBORDINATED DEBT
SHRIVER & JACOBSON & EQUITY MANAGEMENT BUYOUT
ONE NEW YORK PLAZA PARTNERSHIP-VI, L.P.
NEW YORK, NY 10004 FORSTMANN LITTLE & CO. SUBORDINATED DEBT
ATTN: STEPHEN FRAIDIN, ESQ. & EQUITY MANAGEMENT BUYOUT
(212) 859-8000 PARTNERSHIP-VII, L.P.
FORSTMANN LITTLE & CO. EQUITY
PARTNERSHIP-V, L.P.
FORSTMANN LITTLE & CO. SUBORDINATED DEBT
& EQUITY MANAGEMENT BUYOUT
PARTNERSHIP-VIII, L.P.
FORSTMANN LITTLE & CO. EQUITY
PARTNERSHIP-VII, L.P.
THEODORE J. FORSTMANN
THOMAS H. LISTER
C/O FORSTMANN LITTLE & CO.
767 FIFTH AVENUE
NEW YORK, NY 10153
ATTN: MR. WINSTON W. HUTCHINS
(212) 355-5656
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
APRIL 16, 2002
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), 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 Rule 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 ("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).
SCHEDULE 13D
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CUSIP NO. 582266102 Page 2 of 34
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FORSTMANN LITTLE & CO. SUBORDINATED DEBT AND EQUITY
MANAGEMENT BUYOUT PARTNERSHIP-VI, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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 19,861,662*
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 24,383,737**
10 SHARED DISPOSITIVE POWER
0
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
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CUSIP NO. 582266102 Page 3 of 34
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,383,737**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
14 TYPE OF REPORTING PERSON*
PN
* Forstmann Little & Co. Subordinated Debt and Equity Management Buyout
Partnership-VI, L.P. ("MBO-VI") holds 24,383,737 shares of McLeodUSA's
Class B Common Stock, par value $0.01 per share (the "Class B Common
Stock"), Forstmann Little & Co. Subordinated Debt and Equity Management
Buyout Partnership-VII, L.P. ("MBO-VII") holds 53,819,398 shares of
Class B Common Stock, and Forstmann Little & Co. Equity Partnership-V,
L.P. ("Equity-V") holds 35,546,879 shares of McLeodUSA's Class C Common
Stock, par value $0.01 per share (the "Class C Common Stock"), which
constitute all of the shares of Class B Common Stock and Class C Common
Stock outstanding. The Class B Common Stock and the Class C Common
Stock, in the aggregate, are convertible into 113,750,014 shares of
McLeodUSA's Class A Common Stock, par value $0.01 per share (the "Class
A Common Stock"). However, the number of shares of Class A Common Stock
into which the Class B Common Stock is convertible, and therefore, the
voting power represented thereby on an as converted basis, is not
calculable at the present time (see footnote ** below). Pursuant to
McLeodUSA's Second Amended and Restated Certificate of Incorporation
(the "Certificate of Incorporation"), until conversion, the holders of
shares of Class B Common Stock are entitled to cast that number of votes
that is equal to 56% of the aggregate number of votes which could be
cast by the holders of the Class B Common Stock and Class C Common
Stock, taken together, if such shares had been converted into Class A
Common Stock immediately prior to the date established as the record
date with respect to such vote. The number contained in line 7 is the
voting power represented by the Class B Common Stock held by MBO-VI
assuming no conversion into Class A Common Stock.
** This number is the number of shares of Class B Common Stock issued by
McLeodUSA to MBO-VI. Pursuant to the Certificate of Incorporation, the
113,750,014 shares of Class B Common Stock and Class C Common Stock
issued by McLeodUSA to MBO-VI, MBO-VII and Equity-V are convertible into
an aggregate of 113,750,014 shares of Class A Common Stock. However, the
portion of the 113,750,014 shares of Class A Common Stock into which the
shares of Class B Common Stock are convertible is calculated in
accordance with a formula set forth in the Certificate of Incorporation,
which formula is dependent on the fair market value of a share of Class
A Common Stock at the time of conversion and the timing of the
conversion.
SCHEDULE 13D
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CUSIP NO. 582266102 Page 4 of 34
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FORSTMANN LITTLE & CO. SUBORDINATED DEBT AND EQUITY MANAGEMENT
BUYOUT PARTNERSHIP-VII, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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 43,838,346*
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 53,819,398**
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
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CUSIP NO. 582266102 Page 5 of 34
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10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,819,398**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.9%
14 TYPE OF REPORTING PERSON*
PN
* Forstmann Little & Co. Subordinated Debt and Equity Management Buyout
Partnership-VI, L.P. ("MBO-VI") holds 24,383,737 shares of McLeodUSA's
Class B Common Stock, par value $0.01 per share (the "Class B Common
Stock"), Forstmann Little & Co. Subordinated Debt and Equity Management
Buyout Partnership-VII, L.P. ("MBO-VII") holds 53,819,398 shares of
Class B Common Stock, and Forstmann Little & Co. Equity Partnership-V,
L.P. ("Equity-V") holds 35,546,879 shares of McLeodUSA's Class C Common
Stock, par value $0.01 per share (the "Class C Common Stock"), which
constitute all of the shares of Class B Common Stock and Class C Common
Stock outstanding. The Class B Common Stock and the Class C Common
Stock, in the aggregate, are convertible into 113,750,014 shares of
McLeodUSA's Class A Common Stock, par value $0.01 per share (the "Class
A Common Stock"). However, the number of shares of Class A Common Stock
into which the Class B Common Stock is convertible, and therefore, the
voting power represented thereby on an as converted basis, is not
calculable at the present time (see footnote ** below). Pursuant to
McLeodUSA's Second Amended and Restated Certificate of Incorporation
(the "Certificate of Incorporation"), until conversion, the holders of
shares of Class B Common Stock are entitled to cast that number of votes
that is equal to 56% of the aggregate number of votes which could be
cast by the holders of the Class B Common Stock and Class C Common
Stock, taken together, if such shares had been converted into Class A
Common Stock immediately prior to the date established as the record
date with respect to such vote. The number contained in line 7 is the
voting power represented by the Class B Common Stock held by MBO-VII
assuming no conversion into Class A Common Stock.
** This number is the number of shares of Class B Common Stock issued by
McLeodUSA to MBO-VII. Pursuant to the Certificate of Incorporation, the
113,750,014 shares of Class B Common Stock and Class C Common Stock
issued by McLeodUSA to MBO-VI, MBO-VII and Equity-V are convertible into
an aggregate of 113,750,014 shares of Class A Common Stock. However, the
portion of the 113,750,014 shares of Class A Common Stock into which the
shares of Class B Common Stock are convertible is calculated in
accordance with a formula set forth in the Certificate of Incorporation,
which formula is dependent on the fair market value of a share of Class
A Common Stock at the time of conversion and the timing of the
conversion.
SCHEDULE 13D
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CUSIP NO. 582266102 Page 6 of 34
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FORSTMANN LITTLE & CO. EQUITY PARTNERSHIP-V, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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 50,050,006*
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 35,546,879**
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
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CUSIP NO. 582266102 Page 7 of 34
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10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,546,879**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%
14 TYPE OF REPORTING PERSON*
PN
* Forstmann Little & Co. Subordinated Debt and Equity Management Buyout
Partnership-VI, L.P. ("MBO-VI") holds 24,383,737 shares of McLeodUSA's
Class B Common Stock, par value $0.01 per share (the "Class B Common
Stock"), Forstmann Little & Co. Subordinated Debt and Equity Management
Buyout Partnership-VII, L.P. ("MBO-VII") holds 53,819,398 shares of
Class B Common Stock, and Forstmann Little & Co. Equity Partnership-V,
L.P. ("Equity-V") holds 35,546,879 shares of McLeodUSA's Class C Common
Stock, par value $0.01 per share (the "Class C Common Stock), which
constitute all of the shares of Class B Common Stock and Class C Common
Stock outstanding. The Class B Common Stock and the Class C Common
Stock, in the aggregate, are convertible into 113,750,014 shares of
McLeodUSA's Class A Common Stock, par value $0.01 per share (the "Class
A Common Stock"). However, the number of shares of Class A Common Stock
into which the Class C Common Stock is convertible, and therefore, the
voting power represented thereby on an as converted basis, is not
calculable at the present time (see footnote ** below). Pursuant to
McLeodUSA's Second Amended and Restated Certificate of Incorporation
(the "Certificate of Incorporation"), until conversion, the holders of
shares of Class C Common Stock are entitled to cast that number of votes
that is equal to 44% of the aggregate number of votes which could be
cast by the holders of the Class B Common Stock and Class C Common
Stock, taken together, if such shares had been converted into Class A
Common Stock immediately prior to the date established as the record
date with respect to such vote. The number contained in line 7 is the
voting power represented by the Class C Common Stock held by Equity-V
assuming no conversion into Class A Common Stock.
** This number is the number of shares of Class C Common Stock issued by
McLeodUSA to Equity-V. Pursuant to the Certificate of Incorporation, the
113,750,014 shares of Class B Common Stock and Class C Common Stock
issued by McLeodUSA to MBO-VI, MBO-VII and Equity-V are convertible into
an aggregate of 113,750,014 shares of Class A Common Stock. However, the
portion of the 113,750,014 shares of Class A Common Stock into which the
shares of Class C Common Stock are convertible is calculated in
accordance with a formula set forth in the Certificate of Incorporation,
which formula is dependent on the fair market value of a share of Class
A Common Stock at the time of conversion and the timing of the
conversion.
SCHEDULE 13D
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CUSIP NO. 582266102 Page 8 of 34
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FORSTMANN LITTLE & CO. SUBORDINATED DEBT AND EQUITY
MANAGEMENT BUYOUT PARTNERSHIP-VIII, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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 36,070,071
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 36,070,071
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
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CUSIP NO. 582266102 Page 9 of 34
--------------------
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,070,071
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
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CUSIP NO. 582266102 Page 10 of 34
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FORSTMANN LITTLE & CO. EQUITY PARTNERSHIP-VII, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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 60,116,784
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 60,116,784
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
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CUSIP NO. 582266102 Page 11 of 34
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10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,116,784
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
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CUSIP NO. 582266102 Page 12 of 34
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THEODORE J. FORSTMANN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 181,250
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 181,250
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
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CUSIP NO. 582266102 Page 13 of 34
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10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,250
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
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CUSIP NO. 582266102 Page 14 of 34
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THOMAS H. LISTER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 125,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 125,000
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
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CUSIP NO. 582266102 Page 15 of 34
--------------------
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
IN
This Amendment No. 4, filed on behalf of Forstmann Little & Co.
Subordinated Debt & Equity Management Buyout Partnership-VI, L.P., a
Delaware limited partnership ("MBO-VI"), Forstmann Little & Co.
Subordinated Debt & Equity Management Buyout Partnership-VII, L.P., a
Delaware limited partnership ("MBO-VII"), Forstmann Little & Co. Equity
Partnership-V, L.P., a Delaware limited partnership ("Equity-V" and,
together with MBO-VI and MBO-VII, the "FL Partnerships"), Forstmann Little
& Co. Subordinated Debt & Equity Management Buyout Partnership-VIII, L.P.,
a Delaware limited partnership ("MBO-VIII"), Forstmann Little & Co. Equity
Partnership-VII, L.P., a Delaware limited partnership ("Equity-VII"),
Theodore J. Forstmann ("Mr. Forstmann") and Thomas H. Lister ("Mr. Lister"
and, together with the FL Partnerships, MBO-VIII, Equity-VII and Mr.
Forstmann, the "Reporting Persons"), amends and supplements the Schedule
13D filed on behalf of the FL Partnerships with the Securities and Exchange
Commission on September 22, 1999 (as amended by Amendment No. 1 filed on
October 2, 2001, Amendment No. 2 filed on December 7, 2001 and Amendment
No. 3 filed on February 4, 2002, the "Schedule 13D"), relating to the Class
A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of
McLeodUSA Incorporated, a Delaware corporation ("McLeodUSA"). The Reporting
Persons have entered into a Joint Filing Agreement, dated April 22, 2002, a
copy of which is filed as Exhibit 27 hereto. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in
the Schedule 13D.
ITEM 2. Identity and Background
-----------------------
Item 2 is hereby amended to add the following:
ITEM 2. (a), (b), (c)
-------------
MBO-VIII and Equity-VII (together, the "2001 FL Partnerships") are
Delaware limited partnerships which are private investment firms.
Information with respect to the identity, address and background of the
general partners of each of the 2001 FL Partnerships is set forth on
Schedule I attached hereto. The address of the principal business and
principal office of each of the 2001 FL Partnerships is c/o Forstmann
Little & Co., 767 Fifth Avenue, New York, New York 10153.
Mr. Lister's present principal occupation is acting as a general
partner of FLC XXXI, a New York limited partnership doing business as
Forstmann Little & Co. The principal business address of Mr. Lister is c/o
Forstmann Little & Co., 767 Fifth Avenue, New York, New York 10153.
ITEM 2. (d), (e), (f)
-------------
During the last five years, none of the Reporting Persons nor, to the
knowledge of the Reporting Persons, any person identified in Schedule I,
has (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been 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. Each of the 2001 FL Partnerships is a
Delaware limited partnership. Mr. Lister is a citizen of the United States
of America.
Each of the 2001 FL Partnerships has the sole power to direct the vote
and disposition of all of the shares of Class A Common Stock beneficially
owned by it. Each of Mr. Forstmann and Mr. Lister has the sole power to
direct the vote and disposition of all of the shares of Class A Common
Stock beneficially owned by him. The general partner of MBO-VIII is FLC
XXXIII. FLC XXXIII is also the general partner of MBO-VII. The general
partner of Equity-VII is FLC XXXII Partnership, L.P., a New York limited
partnership ("FLC XXXII"). The general partners of FLC XXXII, including Mr.
Forstmann and Mr. Lister, are also the general partners of FLC XXXIII as
well as of the general partner of MBO-VI. Certain of the general partners
of FLC XXXII and FLC XXXIII, including Mr. Forstmann and Mr. Lister, are
also the general partners of the general partner of Equity-V. Accordingly,
the FL Partnerships, the 2001 FL Partnerships, Mr. Forstmann and Mr. Lister
are jointly making this filing because they may be deemed to constitute a
group within the meaning of Section 13(d)(3) of the Act. Neither the fact
of this filing nor anything contained herein shall be deemed an admission
by the Reporting Persons that such a group exists, and the existence of any
such group is hereby expressly disclaimed. The FL Partnerships, the 2001 FL
Partnerships and Mr. Lister have no beneficial interest in any shares of
Class A Common Stock owned beneficially by Mr. Forstmann and, accordingly,
each of the FL Partnerships, the 2001 FL Partnerships and Mr. Lister hereby
expressly disclaims beneficial ownership in any such shares of Class A
Common Stock. The FL Partnerships, the 2001 FL Partnerships and Mr.
Forstmann have no beneficial interest in any shares of Class A Common Stock
owned beneficially by Mr. Lister and, accordingly, each of the FL
Partnerships, the 2001 FL Partnerships and Mr. Forstmann hereby expressly
disclaims beneficial ownership in any such shares of Class A Common Stock.
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Item 3 is hereby amended to add the following at the end thereof:
As more fully described in Item 4 below, on April 16, 2002, the
Restructuring was consummated. The Series D Preferred held by MBO-VI and
MBO-VII was converted into an aggregate of 78,203,135 shares of Class B
Common Stock, par value $0.01 per share, of McLeodUSA (the "Class B Common
stock"), and the Series E Preferred held by Equity-V was converted into
35,546,879 shares of Class C Common Stock, par value $0.01 per share, of
McLeodUSA (the "Class C Common Stock"). The 2001 FL Partnerships purchased
from McLeodUSA, for an aggregate purchase price of $175 million, (i)
74,027,764 shares of Class A Common Stock, (ii) 10 shares of Series B
Preferred and (iii) Warrants, with an aggregate exercise price of $30
million, to purchase 22,159,091 shares of Class A Common Stock. The 2001 FL
Partnerships obtained the funds used to purchase the shares of Class A
Common Stock, shares of Series B Preferred and Warrants from capital
contributions made by the partners of each of the 2001 FL Partnerships.
Pursuant to the Management Incentive Plan adopted by the Board of
Directors of McLeodUSA in connection with the consummation of the
Restructuring, (i) McLeodUSA granted to Mr. Forstmann options to purchase
shares of Class A Common Stock in consideration for his services as a
director of McLeodUSA and as the chairman of the Executive Committee of the
Board of Directors of McLeodUSA and (ii) McLeodUSA granted to Mr. Lister
options to purchase shares of Class A Common Stock in consideration for his
services as a director of McLeodUSA. As of the date hereof, 181,250 of Mr.
Forstmann's options have vested and become presently exercisable and
125,000 of Mr. Lister's options have vested and become presently
exercisable. All of the options previously granted by McLeodUSA to Mr.
Forstmann and Mr. Lister, whether or not vested, were cancelled in the
Restructuring.
ITEM 4. Purpose of Transaction
----------------------
Item 4 is hereby amended to delete the last paragraph thereof and replace
it with the following:
On April 16, 2002, the Restructuring was consummated and, among other
things:
(i) the shares of Series D Preferred held by MBO-VI were converted
into 24,383,737 shares of Class B Common Stock, the shares of
Series D Preferred held by MBO-VII were converted into 53,819,398
shares of Class B Common Stock and the shares of Series E
Preferred held by Equity-V were converted into 35,546,879 shares
of Class C Common Stock;
(ii) all of the options previously granted by McLeodUSA, including
those previously granted to Mr. Forstmann and Mr. Lister, were
cancelled; and
(iii) the 2001 FL Partnerships purchased from McLeodUSA, for an
aggregate purchase price of $175 million, (i) 74,027,764 shares
of Class A Common Stock, (ii) 10 shares of Series B Preferred and
(iii) Warrants, with an aggregate exercise price of $30 million,
to purchase 22,159,091 shares of Class A Common Stock.
A copy of McLeodUSA's Second Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation"), which, among other
things, sets forth the rights and restrictions pertaining to the Class B
Common Stock and Class C Common Stock, is filed as Exhibit 21 hereto and is
incorporated herein by reference.
A copy of the Certificate of Designation of the Power, Preferences and
Relative, Participating, Optional and Other Special Rights of Series B
Preferred Stock and Qualifications, Limitations and Restrictions Thereof
(the "Series B Certificate of Designation") is filed as Exhibit 22 hereto
and is incorporated herein by reference. The Series B Certificate of
Designation supersedes the Form of Series B Certificate of Designation
previously filed as Exhibit 19 hereto.
A copy of the Warrant Agreement, dated as of April 12, 2002, between
McLeodUSA and Wells Fargo Bank Minnesota, N.A., as the Warrant agent, is
filed as Exhibit 23 hereto and is incorporated herein by reference. The
Warrant Agreement and Form of Warrant attached thereto supersede the Form
of Common Stock Purchase Warrant previously filed as Exhibit 20 hereto.
Mr. Forstmann and Mr. Lister were designated by the 2001 FL
Partnerships to the Board of Directors of McLeodUSA and T. Geoffrey McKay
was designated by each of the FL Partnerships as its Representative. Mr.
Forstmann was designated to serve as the chairman of the Executive
Committee of the Board of Directors of McLeodUSA.
In connection with the consummation of the Restructuring, McLeodUSA,
the 2001 FL Partnerships and the FL Partnerships entered into an amendment
to the Amended and Restated Purchase Agreement, dated as of April 16, 2002
(the "Amendment"), by which they agreed, among other things, that (i) in
the event that the 2001 FL Partnerships beneficially own less than 10% of
the shares of Class A Common Stock beneficially owned by them immediately
following the closing of the Restructuring (calculated as set forth in the
Series B Certificate of Designation) but beneficially own at least one
share of Class A Common Stock, then the 2001 FL Partnerships will be
entitled to designate two non-voting observers to the Board of Directors of
McLeodUSA (the "Board Observers"), and (ii) in the event that the 2001 FL
Partnerships become entitled to designate any Board Observer, whether
pursuant to the Series B Certificate of Designation or pursuant to the
Amended and Restated Purchase Agreement, as amended, such Board Observer
will be entitled to the same rights, which are described above in this Item
4 and set forth in the Amended and Restated Purchase Agreement, as amended,
to which the Representatives designated by the FL Partnerships are entitled
pursuant to the Amended and Restated Purchase Agreement, as amended.
The foregoing description of the Amendment is not intended to be
complete and is qualified in its entirety by the complete text of the
Amendment, which is incorporated herein by reference. A copy of the
Amendment is filed as Exhibit 24 hereto.
As contemplated by the Amended and Restated Purchase Agreement, as
amended, in connection with the consummation of the Restructuring,
McLeodUSA and the FL Partnerships executed and delivered a termination
agreement, dated as of April 16, 2002 (the "Termination Agreement"), in
which the parties agreed, among other things, that (i) the Exchange
Agreement is terminated in its entirety and is of no further force and
effect except with respect to the reimbursement by McLeodUSA of any
unreimbursed expenses of the director designees of the FL Partnerships as
provided in the Exchange Agreement and (ii) the 2001 Registration Rights
Agreement, which had been entered into by the FL Partnerships and McLeodUSA
in connection with the receipt by the FL Partnerships of shares of Series D
Preferred and Series E Preferred, remains in effect and is amended to cover
the shares of Class B Common Stock and Class C Common Stock into which the
shares of Series D Preferred and Series E Preferred, respectively, were
converted pursuant to the terms of the Restructuring.
The foregoing description of the Termination Agreement is not intended
to be complete and is qualified in its entirety by the complete text of the
Termination Agreement, which is incorporated herein by reference. A copy of
the Termination Agreement is filed as Exhibit 25 hereto.
As contemplated by the Amended and Restated Purchase Agreement, as
amended, in connection with the consummation of the Restructuring,
McLeodUSA and the 2001 FL Partnerships entered into a registration rights
agreement, dated as of April 16, 2002 (the "2002 Registration Rights
Agreement"), pursuant to which McLeodUSA granted to the 2001 FL
Partnerships three demand rights to require McLeodUSA to register under the
Securities Act of 1933, as amended, all or part of the Registrable
Securities (as defined below) held by the 2001 FL Partnerships. McLeodUSA
has the right to delay any such registration once in any six-month period
for a reasonable period of time (but not exceeding 60 days) under certain
circumstances. In addition, if McLeodUSA proposes to register any of its
securities for the account of any other stockholder (other than in
connection with an employee benefit plan, dividend reinvestment plan,
merger or consolidation), the 2001 FL Partnerships may require McLeodUSA to
include all or a portion of their Registrable Securities in such
registration, subject to certain priorities among them and to certain
limitations. All expenses incurred in connection with such registrations
(other than underwriting discounts and commissions) will be borne by
McLeodUSA.
"Registrable Securities," with respect to the 2002 Registration Rights
Agreement, means (i) any shares of Common Stock (as defined in the 2002
Registration Rights Agreement) owned by the 2001 FL Partnerships, (ii) any
shares of Common Stock issued or issuable upon the conversion, exercise or
exchange of the Warrants or any other Common Stock equivalents at any time
held by the 2001 FL Partnerships, and (iii) any shares of Common Stock
issued with respect to the Common Stock referred to in clauses (i) or (ii)
by way of a stock dividend, stock split or reverse stock split or in
connection with a combination of shares, recapitalization, merger,
consolidation or otherwise.
The foregoing description of the 2002 Registration Rights Agreement is
not intended to be complete and is qualified in its entirety by the
complete text of the 2002 Registration Rights Agreement, which is
incorporated herein by reference. A copy of the 2002 Registration Rights
Agreement is filed as Exhibit 26 hereto.
Depending on various factors, including, without limitation, the
Reporting Persons' financial position and investment strategy, the price
levels of the McLeodUSA common stock, conditions in the securities markets
and general economic and industry conditions, each of the Reporting Persons
may in the future take such actions with respect to its investment in
McLeodUSA as it deems appropriate, including, without limitation,
purchasing additional shares of McLeodUSA common stock or selling some or
all of its McLeodUSA common stock or taking any actions that might result
in any of the matters set forth in subparagraphs (a)-(j) of Item 4, in each
case consistent with their obligations under their agreements with
McLeodUSA.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
Item 5 is hereby amended in its entirety as follows:
The following information is as of April 16, 2002:
(i) MBO-VI:
(a) Amount Beneficially Owned:
MBO-VI directly owns 24,383,737 shares of Class B Common Stock. FLC
XXIX is the general partner of MBO-VI. Theodore J. Forstmann, Sandra J.
Horbach, Thomas H. Lister, Winston W. Hutchins, Jamie C. Nicholls (each a
United States citizen with his or her principal place of business being at
the address set forth in response to Item 2(b) of this statement), and
Gordon Holmes (a citizen of the Republic of Ireland with his principal
place of business being at the address set forth in response to Item 2(b)
of this statement), are the general partners of FLC XXIX.
The shares of Class B Common Stock owned by MBO-VI represent
approximately 13.0% of the Class A Common Stock outstanding, based on
calculations made in accordance with Rule 13d-3(d) of the Securities and
Exchange Act of 1934, as amended, and there being 162,499,986 shares of
Class A Common Stock outstanding as of April 16, 2002 as disclosed by
McLeodUSA in its Disclosure Statement with respect to the Amended Plan of
Reorganization of McLeodUSA, filed on February 28, 2002 with the United
States Bankruptcy Court for the District of Delaware (the "Disclosure
Statement"), and confirmed by the Findings of Fact, Conclusions of Law, and
Order Under 11 U.S.C. Sections 1129(a) and (b) and Fed. R. Bankr. P. 3020
Confirming Plan of Reorganization of McLeodUSA, filed on April 5, 2002 by
the United States Bankruptcy Court for the District of Delaware (the
"Confirmation Order").
(b) The number of shares of Class B Common Stock as to which MBO-VI
has:
(i) sole power to vote or to direct the vote - 19,861,662[FN1].
(ii) shared power to vote or to direct the vote -- None.
(iii) sole power to dispose or to direct the disposition of -
24,383,737[FN2].
(iv) shared power to dispose or to direct the disposition of --
None.
(ii) MBO-VII:
---------
[FN] 1 The number of shares of Class A Common Stock into which the Class
B Common Stock is convertible, and therefore, the voting power
represented thereby on an as converted basis, is not calculable
at the present time (see footnote 2 below). Pursuant to the
Certificate of Incorporation, until conversion, the holders of
shares of Class B Common Stock are entitled to cast that number
of votes that is equal to 56% of the aggregate number of votes
which could be cast by the holders of the Class B Common Stock
and Class C Common Stock, taken together, if such shares had been
converted into Class A Common Stock immediately prior to the date
established as the record date with respect to such vote. The
number contained in this Item 5-(i)(b)(i) is the voting power
represented by the Class B Common Stock held by MBO-VI assuming
no conversion into Class A Common Stock.
[FN] 2 This number is the number of shares of Class B Common Stock
issued by McLeodUSA to MBO-VI. Pursuant to the Certificate of
Incorporation, the 113,750,014 shares of Class B Common Stock and
Class C Common Stock issued by McLeodUSA to MBO-VI, MBO-VII and
Equity-V are convertible into an aggregate of 113,750,014 shares
of Class A Common Stock. However, the portion of the 113,750,014
shares of Class A Common Stock into which the shares of Class B
Common Stock are convertible is calculated in accordance with a
formula set forth in the Certificate of Incorporation, which
formula is dependent on the fair market value of a share of Class
A Common Stock at the time of conversion and the timing of the
conversion.
(a) Amount Beneficially Owned:
MBO-VII directly owns 53,819,398 shares of Class B Common Stock. FLC
XXXIII is the general partner of MBO-VII. Theodore J. Forstmann, Sandra J.
Horbach, Thomas H. Lister, Winston W. Hutchins, Jamie C. Nicholls (each a
United States citizen with his or her principal place of business being at
the address set forth in response to Item 2(b) of this statement) and
Gordon Holmes (a citizen of the Republic of Ireland with his principal
place of business being at the address set forth in response to Item 2(b)
of this statement), are the general partners of FLC XXXIII.
The shares of Class B Common Stock owned by MBO-VII represent
approximately 24.9% of the Class A Common Stock outstanding, based on
calculations made in accordance with Rule 13d-3(d) of the Securities and
Exchange Act of 1934, as amended, and there being 162,499,986 shares of
Class A Common Stock outstanding as of April 16, 2002 as disclosed by
McLeodUSA in its Disclosure Statement and confirmed by the Confirmation
Order.
(b) The number of shares of Class B Common Stock as to which MBO-VII
has:
(i) sole power to vote or to direct the vote - 43,838,346[FN3].
(ii) shared power to vote or to direct the vote -- None.
(iii) sole power to dispose or to direct the disposition of -
53,819,398[FN4].
(iv) shared power to dispose or to direct the disposition of --
None.
(iii) Equity-V:
---------
[FN] 3 The number of shares of Class A Common Stock into which the Class
B Common Stock is convertible, and therefore, the voting power
represented thereby on an as converted basis, is not calculable
at the present time (see footnote 4 below). Pursuant to the
Certificate of Incorporation, until conversion, the holders of
shares of Class B Common Stock are entitled to cast that number
of votes that is equal to 56% of the aggregate number of votes
which could be cast by the holders of the Class B Common Stock
and Class C Common Stock, taken together, if such shares had been
converted into Class A Common Stock immediately prior to the date
established as the record date with respect to such vote. The
number contained in this Item 5-(ii)(b)(i) is the voting power
represented by the Class B Common Stock held by MBO-VII assuming
no conversion into Class A Common Stock.
[FN] 4 This number is the number of shares of Class B Common Stock
issued by McLeodUSA to MBO-VII. Pursuant to the Certificate of
Incorporation, the 113,750,014 shares of Class B Common Stock and
Class C Common Stock issued by McLeodUSA to MBO-VI, MBO-VII and
Equity-V are convertible into an aggregate of 113,750,014 shares
of Class A Common Stock. However, the portion of the 113,750,014
shares of Class A Common Stock into which the shares of Class B
Common Stock are convertible is calculated in accordance with a
formula set forth in the Certificate of Incorporation, which
formula is dependent on the fair market value of a share of Class
A Common Stock at the time of conversion and the timing of the
conversion.
(a) Amount Beneficially Owned:
Equity-V directly owns 35,546,879 shares of Class C Common Stock. FLC
XXX is the general partner of Equity-V. Theodore J. Forstmann, Sandra J.
Horbach, Thomas H. Lister and Winston W. Hutchins (each a United States
citizen with his or her principal place of business being at the address
set forth in response to Item 2(b) of this statement) are the general
partners of FLC XXX.
The shares of Class C Common Stock owned by Equity-V represent
approximately 17.9% of the Class A Common Stock outstanding, based on
calculations made in accordance with Rule 13d-3(d) of the Securities and
Exchange Act of 1934, as amended, and there being 162,499,986 shares of
Class A Common Stock outstanding as of April 16, 2002 as disclosed by
McLeodUSA in its Disclosure Statement and confirmed by the Confirmation
Order.
(b) The number of shares of Class C Common Stock as to which Equity-V
has:
(i) sole power to vote or to direct the vote - 50,050,006[FN5].
(ii) shared power to vote or to direct the vote -- None.
(iii) sole power to dispose or to direct the disposition of -
35,546,879[FN6].
(iv) shared power to dispose or to direct the disposition of --
None.
(iv) MBO-VIII:
---------
[FN]5 The number of shares of Class A Common Stock into which the Class
C Common Stock is convertible, and therefore, the voting power
represented thereby on an as converted basis, is not calculable
at the present time (see footnote 6 below). Pursuant to the
Certificate of Incorporation, until conversion, the holders of
shares of Class C Common Stock are entitled to cast that number
of votes that is equal to 44% of the aggregate number of votes
which could be cast by the holders of the Class B Common Stock
and Class C Common Stock, taken together, if such shares had been
converted into Class A Common Stock immediately prior to the date
established as the record date with respect to such vote. The
number contained in this Item 5-(iii)(b)(i) is the voting power
represented by the Class C Common Stock held by Equity-V assuming
no conversion into Class A Common Stock.
[FN]6 This number is the number of shares of Class C Common Stock
issued by McLeodUSA to Equity-V. Pursuant to the Certificate of
Incorporation, the 113,750,014 shares of Class B Common Stock and
Class C Common Stock issued by McLeodUSA to MBO-VI, MBO-VII and
Equity-V are convertible into an aggregate of 113,750,014 shares
of Class A Common Stock. However, the portion of the 113,750,014
shares of Class A Common Stock into which the shares of Class C
Common Stock are convertible is calculated in accordance with a
formula set forth in the Certificate of Incorporation, which
formula is dependent on the fair market value of a share of Class
A Common Stock at the time of conversion and the timing of the
conversion.
(a) Amount Beneficially Owned:
MBO-VIII directly owns (i) 27,760,412 shares of Class A Common
Stock and (ii) Warrants (which are exercisable immediately) to purchase
8,309,659 shares of Class A Common Stock. FLC XXXIII is the general partner
of MBO-VIII. Theodore J. Forstmann, Sandra J. Horbach, Thomas H. Lister,
Winston W. Hutchins, Jamie C. Nicholls (each a United States citizen with
his or her principal place of business being at the address set forth in
response to Item 2(b) of this statement) and Gordon Holmes (a citizen of
the Republic of Ireland with his principal place of business being at the
address set forth in response to Item 2(b) of this statement), are the
general partners of FLC XXXIII.
The shares of Class A Common Stock owned by MBO-VIII represent
approximately 21.1% of the Class A Common Stock outstanding, based on
calculations made in accordance with Rule 13d-3(d) of the Securities and
Exchange Act of 1934, as amended, and there being 162,499,986 shares of
Class A Common Stock outstanding as of April 16, 2002 as disclosed by
McLeodUSA in its Disclosure Statement and confirmed by the Confirmation
Order.
(b) Assuming exercise by MBO-VIII in full of the Warrants purchased by
it, the number of shares of Class A Common Stock as to which MBO-VIII has:
(i) sole power to vote or to direct the vote - 36,070,071.
(ii) shared power to vote or to direct the vote -- None.
(iii) sole power to dispose or to direct the disposition of -
36,070,071.
(iv) shared power to dispose or to direct the disposition of --
None.
(v) Equity-VII:
(a) Amount Beneficially Owned:
Equity-VII directly owns (i) 46,267,352 shares of Class A Common Stock
and (ii) Warrants (which are exercisable immediately) to purchase
13,849,432 shares of Class A Common Stock. FLC XXXII is the general partner
of Equity-VII. Theodore J. Forstmann, Sandra J. Horbach, Thomas H. Lister,
Winston W. Hutchins, Jamie C. Nicholls (each a United States citizen with
his or her principal place of business being at the address set forth in
response to Item 2(b) of this statement) and Gordon Holmes (a citizen of
the Republic of Ireland with his principal place of business being at the
address set forth in response to Item 2(b) of this statement), are the
general partners of FLC XXXII.
The shares of Class A Common Stock owned by Equity-VII represent
approximately 34.1% of the Class A Common Stock outstanding, based on
calculations made in accordance with Rule 13d-3(d) of the Securities and
Exchange Act of 1934, as amended, and there being 162,499,986 shares of
Class A Common Stock outstanding as of April 16, 2002 as disclosed by
McLeodUSA in its Disclosure Statement and confirmed by the Confirmation
Order.
(b) Assuming exercise by Equity-VII in full of the Warrants purchased
by it, the number of shares of Class A Common Stock as to which Equity-VII has:
(i) sole power to vote or to direct the vote - 60,116,784.
(ii) shared power to vote or to direct the vote -- None.
(iii) sole power to dispose or to direct the disposition of -
60,116,784.
(iv) shared power to dispose or to direct the disposition of --
None.
(vi) Theodore J. Forstmann:
(a) Amount Beneficially Owned:
Mr. Forstmann directly owns options to purchase shares of Class A
Common Stock, of which 181,250 have vested and are presently exercisable
for shares of Class A Common Stock at a price of $1.11 per share.
The options directly owned by Mr. Forstmann are presently exercisable
for less than 0.1% of the Class A Common Stock outstanding, based on
calculations made in accordance with Rule 13d-3(d) of the Exchange Act and
there being 162,499,986 shares of Class A Common Stock outstanding as of
April 16, 2002 as disclosed by McLeodUSA in its Disclosure Statement and
confirmed by the Confirmation Order.
(b) Assuming exercise of the vested options, the number of shares as
to which Mr. Forstmann has:
(i) sole power to vote or to direct the vote - 181,250.
(ii) shared power to vote or to direct the vote -- None.
(iii) sole power to dispose or to direct the disposition of -
181,250.
(iv) shared power to dispose or to direct the disposition of --
None.
(vii) Thomas H. Lister:
(a) Amount Beneficially Owned:
Mr. Lister directly owns options to purchase shares of Class A Common
Stock, of which 125,000 have vested and are presently exercisable for
shares of Class A Common Stock at a price of $1.11 per share.
The options directly owned by Mr. Lister are presently exercisable
for less than 0.1% of the Class A Common Stock outstanding, based on
calculations made in accordance with Rule 13d-3(d) of the Exchange Act and
there being 162,499,986 shares of Class A Common Stock outstanding as of
April 16, 2002 as disclosed by McLeodUSA in its Disclosure Statement and
confirmed by the Confirmation Order.
(b) Assuming exercise of the vested options, the number of shares as
to which Mr. Lister has:
(i) sole power to vote or to direct the vote - 125,000.
(ii) shared power to vote or to direct the vote -- None.
(iii) sole power to dispose or to direct the disposition of -
125,000.
(iv) shared power to dispose or to direct the disposition of --
None.
(viii) Except as set forth above and in Items 3 and 4, none of the
Reporting Persons nor, to the knowledge of any of the Reporting Persons,
any person identified in Schedule I, beneficially owns any shares of Class
A Common Stock or has effected any transactions in shares of Class A Common
Stock during the preceding 60 days.
(ix) The right to receive dividends on, and proceeds from the sale of,
the shares of Class A Common Stock beneficially owned by the Reporting
Persons (other than Mr. Forstmann and Mr. Lister) is governed by the
limited partnership agreements of each of such entities, and such dividends
or proceeds may be distributed with respect to numerous general and limited
partnership interests.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
-------------------------------------------------------------
Item 6 is hereby amended to read as follows:
The matters set forth above in Items 4 and 5 are incorporated in this
Item 6 by reference.
Except as set forth herein or incorporated herein by reference, none
of the Reporting Persons, nor to the knowledge of any of the Reporting
Persons, any person identified on Schedule I, has any contracts,
arrangement, understandings or relationships (legal or otherwise) with any
person with respect to any securities of McLeodUSA.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
Item 7 is hereby amended as follows:
1. Stock Purchase Agreement, dated August 30, 1999, among McLeodUSA and
the FL Partnerships.*
2. Registration Rights Agreement, dated as of September 15, 1999, among
McLeodUSA and the FL Partnerships.*
3. Certificate of Designation of the Powers, Preferences and Relative,
Participating, Optional and Other Special Rights of Series B
Cumulative Convertible Preferred Stock and Qualifications, Limitations
and Restrictions Thereof.*
4. Certificate of Designation of the Powers, Preferences and Relative,
Participating, Optional and Other Special Rights of Series C
Convertible Preferred Stock and Qualifications, Limitations and
Restrictions Thereof.*
5. Joint Filing Agreement, dated September 22, 1999.*
6. Exchange Agreement, dated as of September 30, 2001, by and between
McLeodUSA and the FL Partnerships.*
7. Termination Agreement, dated as of September 30, 2001, by and between
McLeodUSA and the FL Partnerships.*
8. Registration Rights Agreement, dated as of September 30, 2001, by and
between McLeodUSA and the FL Partnerships.*
9. Certificate of Designation of the Powers, Preferences and Relative,
Participating, Optional and Other Special Rights of Series D
Convertible Preferred Stock and Qualifications, Limitations and
Restrictions Thereof.*
10. Certificate of Designation of the Powers, Preferences and Relative,
Participating, Optional and Other Special Rights of Series E
Convertible Preferred Stock and Qualifications, Limitations and
Restrictions Thereof.*
11. Lock-Up, Support and Voting Agreement, dated as of December 3, 2001,
by and among McLeodUSA and the FL Partnerships.*
12. Preferred Stock Purchase Agreement, dated as of December 3, 2001, by
and between McLeodUSA and the 2001 FL Partnerships.*
13. Form of Certificate of Designation of the Powers, Preferences and
Relative, Participating, Optional and Other Special Rights of Series F
Convertible Preferred Stock and Qualifications, Limitations and
Restrictions Thereof.*
14. Form of Certificate of Designation of the Powers, Preferences and
Relative, Participating, Optional and Other Special Rights of Series G
Convertible Preferred Stock and Qualifications, Limitations and
Restrictions Thereof.*
15. Form of Common Stock Purchase Warrant.*
16. Joint Filing Agreement, dated December 6, 2001.*
17. Amended and Restated Lock-Up, Support and Voting Agreement, dated as
of January 30, 2002, by and among McLeodUSA and the FL Partnerships.*
18. Amended and Restated Purchase Agreement, dated as of January 30, 2002,
by and among McLeodUSA, the 2001 FL Partnerships and the FL
Partnerships.*
19. Form of Certificate of Designation of the Powers, Preferences and
Relative, Participating, Optional and Other Special Rights of Series B
Convertible Preferred Stock and Qualifications, Limitations and
Restrictions Thereof.*
20. Form of Common Stock Purchase Warrant.*
21. Second Amended and Restated Certificate of Incorporation of McLeodUSA.
22. Certificate of Designation of the Powers, Preferences and Relative,
Participating, Optional and Other Special Rights of Series B Preferred
Stock and Qualifications, Limitations and Restrictions Thereof.
23. Warrant Agreement, dated as of April 12, 2002, between McLeodUSA and
Wells Fargo Bank Minnesota, N.A.
24. Amendment, dated as of April 16, 2002, by and among McLeodUSA, the
2001 FL Partnerships and the FL Partnerships.
25. Termination Agreement, dated as of April 16, 2002, by and between
McLeodUSA and the FL Partnerships.
26. Registration Rights Agreement, dated as of April 16, 2002, between
McLeodUSA and the 2001 FL Partnerships.
27. Joint Filing Agreement, dated April 22, 2002.
--------
* Previously filed.
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.
Dated: April 22, 2002
FORSTMANN LITTLE & CO. SUBORDINATED DEBT
AND EQUITY MANAGEMENT BUYOUT
PARTNERSHIP-VI, L.P.
By: FLC XXIX Partnership, L.P.,
its general partner
By: /s/ Winston W. Hutchins
---------------------------------
Winston W. Hutchins,
a general partner
FORSTMANN LITTLE & CO. SUBORDINATED DEBT AND
EQUITY MANAGEMENT BUYOUT
PARTNERSHIP-VII, L.P.
By: FLC XXXIII Partnership, L.P.,
its general partner
By: /s/ Winston W. Hutchins
---------------------------------
Winston W. Hutchins,
a general partner
FORSTMANN LITTLE & CO. EQUITY PARTNERSHIP-V, L.P.
By: FLC XXX Partnership, L.P.,
its general partner
By: /s/ Winston W. Hutchins
---------------------------------
Winston W. Hutchins,
a general partner
FORSTMANN LITTLE & CO. SUBORDINATED DEBT AND
EQUITY MANAGEMENT BUYOUT
PARTNERSHIP-VIII, L.P.
By: FLC XXXIII Partnership, L.P.,
its general partner
By: /s/ Winston W. Hutchins
---------------------------------
Winston W. Hutchins,
a general partner
FORSTMANN LITTLE & CO. EQUITY PARTNERSHIP-VII, L.P.
By: FLC XXXII Partnership, L.P.,
its general partner
By: /s/ Winston W. Hutchins
---------------------------------
Winston W. Hutchins,
a general partner
/s/ Theodore J. Forstmann
-----------------------------
Theodore J. Forstmann
/s/ Thomas H. Lister
-----------------------------
Thomas H. Lister
Schedule I
----------
FLC XXIX Partnership, L.P.:
General Partner of
MBO-VI
------
FLC XXIX Partnership, L.P., a New York limited partnership ("FLC
XXIX"), is the general partner of MBO-VI. Its purpose is to act as general
partner of MBO-VI and other limited partnerships affiliated with MBO-VI.
The address of the principal office of MBO-VI is c/o Forstmann Little &
Co., 767 Fifth Avenue, New York, NY 10153.
General Partners of
FLC XXIX
--------
The following are the general partners of FLC XXIX, the general
partner of MBO-VI. All of the following are general partners of
partnerships affiliated with Forstmann Little & Co., a private investment
firm. The business address of each is 767 Fifth Avenue, New York, NY 10153
and each is a citizen of the United States, except for Gordon Holmes, who
is a citizen of the Republic of Ireland.
Theodore J. Forstmann
Sandra J. Horbach
Thomas H. Lister
Winston W. Hutchins
Jamie C. Nicholls
Gordon Holmes
FLC XXXIII Partnership, L.P.:
General Partner of
MBO-VII
-------
FLC XXXIII Partnership, L.P., a New York limited partnership ("FLC
XXXIII"), is the general partner of MBO-VII. Its purpose is to act as
general partner of MBO-VII and other limited partnerships affiliated with
MBO-VII. The address of the principal office of FLC XXXIII is c/o Forstmann
Little & Co., 767 Fifth Avenue, New York, NY 10153.
General Partners of
FLC XXXIII
----------
The following are the general partners of FLC XXXIII, the general
partner of MBO-VII. All of the following are general partners of
partnerships affiliated with Forstmann Little & Co., a private investment
firm. The business address of each of the following persons is 767 Fifth
Avenue, New York, NY 10153 and each is a citizen of the United States,
except for Gordon Holmes, who is a citizen of the Republic of Ireland.
Theodore J. Forstmann
Sandra J. Horbach
Thomas H. Lister
Winston W. Hutchins
Jamie C. Nicholls
Gordon Holmes
FLC XXX Partnership, L.P.:
General Partner of
Equity-V
--------
FLC XXX Partnership, L.P., a New York limited partnership ("FLC XXX"),
is the general partner of Equity-V. Its purpose is to act as general
partner of Equity-V and other limited partnerships affiliated with
Equity-V. The address of the principal office of Equity-V is c/o Forstmann
Little & Co., 767 Fifth Avenue, New York, NY 10153.
General Partners of
FLC XXX
-------
The following are the general partners of FLC XXX, the general partner
of Equity-V. All of the following are general partners of partnerships
affiliated with Forstmann Little & Co., a private investment firm. The
business address of each is 767 Fifth Avenue, New York, NY 10153 and each
is a citizen of the United States.
Theodore J. Forstmann
Sandra J. Horbach
Thomas H. Lister
Winston W. Hutchins
FLC XXXIII Partnership, L.P.:
General Partner of
MBO-VIII
--------
FLC XXXIII, is the general partner of MBO-VIII. Its purpose is to act
as general partner of MBO-VIII and other limited partnerships affiliated
with MBO-VIII. The address of the principal office of FLC XXXIII is c/o
Forstmann Little & Co., 767 Fifth Avenue, New York, NY 10153.
General Partners of
FLC XXXIII
----------
The following are the general partners of FLC XXXIII, the general
partner of MBO-VIII. All of the following are general partners of
partnerships affiliated with Forstmann Little & Co., a private investment
firm. The business address of each of the following persons is 767 Fifth
Avenue, New York, NY 10153 and each is a citizen of the United States,
except for Gordon Holmes, who is a citizen of the Republic of Ireland.
Theodore J. Forstmann
Sandra J. Horbach
Thomas H. Lister
Winston W. Hutchins
Jamie C. Nicholls
Gordon Holmes
FLC XXXII Partnership, L.P.:
General Partner of
Equity-VII
----------
FLC XXXII Partnership, L.P., a New York limited partnership ("FLC
XXXII"), is the general partner of Equity-VII. Its purpose is to act as
general partner of Equity-VII and other limited partnerships affiliated
with Equity-VII. The address of the principal office of FLC XXXII is c/o
Forstmann Little & Co., 767 Fifth Avenue, New York, NY 10153.
General Partners of
FLC XXXII
---------
The following are the general partners of FLC XXXII, the general
partner of Equity-VII. All of the following are general partners of
partnerships affiliated with Forstmann Little & Co., a private investment
firm. The business address of each of the following persons is 767 Fifth
Avenue, New York, NY 10153 and each is a citizen of the United States,
except for Gordon Holmes, who is a citizen of the Republic of Ireland.
Theodore J. Forstmann
Sandra J. Horbach
Thomas H. Lister
Winston W. Hutchins
Jamie C. Nicholls
Gordon Holmes