AMERICAN PORTABLE TELECOM INC
10-Q, 1996-08-13
RADIOTELEPHONE COMMUNICATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------
                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


            X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 1996
                        ---------------------------------
                                       OR
            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                       For the transition period from to

                         Commission File Number 0-28262

- - --------------------------------------------------------------------------------


                         AMERICAN PORTABLE TELECOM, INC.


- - --------------------------------------------------------------------------------

             (Exact name of registrant as specified in its charter)


            Delaware                             39-1706857
     (State or other jurisdiction of    (I.R.S. Employer Identification No.)
      incorporation or organization)

            8410 West Bryn Mawr, Suite 1100, Chicago, Illinois 60631
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (312) 399-4200


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                    Yes     No X
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

            Class                                  Outstanding at July 31, 1996
    Common Shares, $1 par value                        31,336,000  Shares
 Series A Common Shares, $1 par value                  40,000,000  Shares
- - --------------------------------------------------------------------------------




<PAGE>



                         AMERICAN PORTABLE TELECOM, INC.

                         2ND QUARTER REPORT ON FORM 10-Q


                                      INDEX




                                                               Page No.
                                                               -------
Part I.   Financial Information

          Management's Discussion and Analysis of
            Results of Operations and Financial Condition        2-5

          Consolidated Statements of Operations -
            Three Months and Six Months 
            Ended June 30, 1996 and 1995                          6

          Consolidated Statements of Cash Flows -
            Six Months Ended June 30, 1996 and 1995               7

          Consolidated Balance Sheets -
            June 30, 1996 and December 31, 1995                   8

          Notes to Consolidated Financial Statements             9-10


Part II.  Other Information                                       11


Signatures                                                        12




<PAGE>



                          PART I. FINANCIAL INFORMATION

                         AMERICAN PORTABLE TELECOM, INC

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

                             AND FINANCIAL CONDITION


RESULTS OF OPERATIONS

American  Portable  Telecom,  Inc. (the  "Company" - NASDAQ  symbol:  APTI),  an
82.8%-owned  subsidiary of Telephone and Data Systems,  Inc. ("TDS"), was formed
to acquire  Personal  Communications  Services ("PCS") licenses from the Federal
Communications  Commission  ("FCC"),  construct PCS networks in its Metropolitan
Trading Areas ("MTAs") and offer wireless PCS  communications  services in these
areas.

The Company acquired eight licenses in the FCC broadband Block A and Block B PCS
auction which concluded in March,  1995.  Since its acquisition of PCS licenses,
the Company has been  devoting its efforts to ramp up,  including  recruiting an
experienced  management team,  developing and executing a business plan, raising
capital and designing and  constructing a PCS network in each of its six primary
MTAs (Minneapolis,  Tampa-St.  Petersburg-Orlando,  Houston, Pittsburgh,  Kansas
City,  and  Columbus).  The Company  sold its Guam MTA  license,  receiving  FCC
approval  in May of 1996.  The sale of the license  covering  the Alaska MTA has
been  completed and FCC approval is expected in the third  quarter of 1996.  The
Company's  primary  focus in 1996  continues  to be the  development  of its PCS
business in its primary  MTAs and this focus will  continue  until the  expected
launch of commercial service in 1997.

The Company is currently capitalizing,  as work in process, expenditures for the
design,  construction  and testing of the  Company's PCS networks as well as the
cost to relocate  dedicated private  microwave links currently  operating in the
Company's  spectrum  in its  primary  MTAs.  Costs  associated  with  developing
information systems are also capitalized.  The Company  capitalizes  interest on
its work in process  expenditures  and  capitalized  interest on the cost of the
licenses associated with its primary MTAs through December 31, 1995.

The Company's  results of operations for 1996 compared to 1995 reflect primarily
increased activities  undertaken to prepare the Company's MTAs for initiation of
commercial PCS services.  The Company  expects no operating  revenues in 1996 as
commercial  service is not anticipated to commence until early 1997, and expects
its net losses to increase  during 1996 as the Company  continues  its  business
development activities.

Six Months Ended 6/30/96 Compared to Six Months Ended 6/30/95.

Development  costs - affiliate are management  services  performed by TDS and/or
affiliated  companies and incurred in the development of the Company's  business
plans.  Development costs - affiliate,  decreased  $123,000 in the first half of
1996,  largely as the result of a decrease of $270,000  in  management  services
primarily  attributable to the continuing growth of the Company's management and
operating teams and ability to  independently  coordinate the development of its
PCS business.  This decrease was partially offset by  approximately  $147,000 in
management  services  incurred in connection  with the Company's  initial public
offering ("IPO") in April, 1996.

Development  costs - other  increased  $3.7  million  in the first half of 1996,
primarily due to increased  consulting  fees incurred in the  development of the
Company's business and marketing

                                       -2-

<PAGE>



plans and legal  expense  incurred  in the  continuing  effort  to  prepare  the
Company's MTAs for commercial PCS services.

General and administrative  expenses increased $8.8 million in the first half of
1996,  primarily  as a result of the  growth  of the  Company's  management  and
operating teams and the resulting increases in salaries,  employee benefit costs
and overhead expenses.

Other  income -  affiliate  increased  $1.8  million  in the first half of 1996,
primarily  as a result  of  interest  income  earned  on  proceeds  from the IPO
invested  temporarily  in the TDS cash  management  program  pending  use in PCS
network development and construction, as well as interest income associated with
a $28.8 million note receivable - affiliate.

Gain on sale of license represents the pretax gain recognized on the sale of the
Guam license in May, 1996, concurrent with FCC approval.

Interest  expense - affiliate  increased $1.5 million in the first half of 1996,
primarily as a result of greater interest  capitalization in 1995 on the cost of
licenses  acquired prior to TDS's $289.2 million  equity  contribution  covering
such costs.  Interest  capitalization  in 1996 is based solely upon construction
expenditures  incurred  related  to  the  PCS  network  and  information  system
development.

Income tax expense increased  $980,000 in the first half of 1996,  primarily due
to an increase in the estimated valuation allowance associated with deferred tax
assets.  For  financial  reporting  purposes,  the Company  computes its federal
income  taxes as if it were  not a  member  of the TDS  consolidated  group  for
federal income tax purposes.

The  Company  and TDS  entered  into a tax  allocation  agreement  which  became
effective January 1, 1996,  pursuant to which, among other things, TDS no longer
reimburses  the Company on a current  basis for losses or credits used by TDS in
the year they are  generated.  Instead,  the Company  calculates  its losses and
credits as if it were a separate  affiliated  group and the Company will be able
to  carry  forward  its  losses  and  credits,  if any,  to  reduce  future  tax
liabilities.

The  weighted   average   common  and  Series  A  common  shares   increased  by
approximately  4.5 million due to  12,250,000  common shares issued on April 25,
1996, in connection with the Company's IPO.

Three Months Ended 6/30/96 Compared to Three Months Ended 6/30/95

Development  costs - affiliate  increased $45,000 in the second quarter of 1996,
largely as a result of approximately $147,000 in management services incurred in
connection  with the  Company's  IPO in April,  1996,  offset by a  decrease  of
$102,000 in other management services,  primarily  attributable to the Company's
management and operating teams increasing  ability to  independently  coordinate
the development of its PCS business.

Development  costs - other increased $2.0 million in the second quarter of 1996,
for reasons generally the same as for the first half of 1996.

General and administrative expenses increased $5.2 million in the second quarter
of 1996, for reasons generally the same as for the first half of 1996.


                                       -3-

<PAGE>



Other income - affiliate  increased  $1.5 million in the second quarter of 1996,
for reasons generally the same as for the first half of 1996.

Gain on sale of license represents the pretax gain recognized on the sale of the
Guam license in May, 1996, concurrent with FCC approval.

Interest expense - affiliate  increased  $275,000 in the second quarter of 1996,
for reasons generally the same as for the first half of 1996.

Income tax expense increased $863,000 in the second quarter of 1996, for reasons
generally the same as for the first half of 1996.

The  weighted   average   common  and  Series  A  common  shares   increased  by
approximately  9.0 million due to  12,250,000  common shares issued on April 25,
1996, in connection with the Company's IPO.

LIQUIDITY AND CAPITAL RESOURCES

The costs of development,  construction,  and start-up activities of the Company
will  require  substantial  capital.  The Company  expects to incur  significant
operating  losses and to generate  negative cash flow from operating  activities
during the next several years, while it develops and constructs its PCS networks
and builds a PCS customer base.

Cash flows used in operating activities were $3.8 million in 1996 and cash flows
provided by operating  activities  were $3.2  million in 1995.  The cash used in
1996 resulted primarily from the $13.9 million net loss generated for the period
and a  $2.5  million  reduction  in  affiliated  accounts  payable  and  accrued
interest,  offset by  payment  from TDS on the $12.5  million  income tax refund
receivable  balance at December 31,  1995.  The cash  provided in 1995  resulted
largely from increases in accounts payable and accrued interest.

Cash flows from financing  activities provided $163.9 million in 1996 and $267.2
million in 1995. In April,  1996, the Company received proceeds from its initial
public   offering  of  $195.3  million,   net  of  underwriting   discounts  and
commissions.  The  Company  used a  portion  of the net  proceeds  to repay  the
outstanding  balance under the revolving  credit agreement with TDS. In 1996 the
Company  received  from  TDS  $28.8  million  representing  the  balance  due in
connection  with TDS's $289.2 million  contribution to the equity capital of the
Company in 1995.  The 1995 equity  contribution  was made to cover the  original
cost of the  licenses  acquired  in the FCC  broadband  Block A and  Block B PCS
auction.  Cash  flows  from  financing  activities  in 1995  were  generated  by
borrowings under the revolving credit agreement.

Cash flows from  investing  activities  required cash totaling  $23.0 million in
1996 and  $270.3  million  in 1995.  Such cash  requirements  in 1996  consisted
primarily of additions to property and equipment  (primarily computer equipment,
office equipment,  and leasehold  improvements) and capitalized  network design,
site  acquisition,  and  information  system  development  costs  totaling $23.7
million.  Cash requirements in 1995 related largely to the Company's acquisition
of eight licenses in the FCC broadband Block A and Block B PCS auction.

The  Company  plans  to  construct  networks  in its  primary  MTAs.  Management
anticipates  the  construction  of cell sites will begin in the third quarter of
1996. Commercial operations are anticipated to commence in early 1997.

                                       -4-

<PAGE>



The Company  anticipates  construction,  development,  and  introduction  of PCS
networks  and  services   will  require   substantial   capital  and   operating
expenditures  over  the  next  several  years.  While  construction   (including
microwave  relocation),  and other  start-up  activities may be impacted by many
factors,  the  Company  estimates  that the  aggregate  funds  required  through
December 31, 1998 will total  approximately  $865 million ($410 million in 1996,
$350  million  in 1997 and $105  million  in  1998).  This  amount  includes  an
estimated  $620  million in capital  expenditures  for  construction  of the PCS
networks and information systems development ($365 million in 1996, $210 million
in 1997, and $45 million in 1998) and $245 million of estimated  working capital
requirements.

The Company expects 1996 capital  expenditures and expenditures for start-up and
development activities to be financed using a variety of sources,  including but
not limited to,  borrowings  under the TDS revolving  credit  agreement,  vendor
financing  and equity  investors in the  Company.  In March,  1996,  the Company
selected  Nokia  Telecommunications,  Inc.  ("Nokia")  as its sole  supplier  of
infrastructure equipment during the initial build-out of its PCS networks. Nokia
has agreed to provide up to $200  million in  financing  for the  equipment.  In
April of 1996, the Company sold  12,250,000 of its common shares,  approximately
17.2% of total  outstanding  shares,  at a price of $17 per share in an  initial
public offering.  The net proceeds from the offering,  after  underwriters fees,
were $195.3 million.  A portion of the net proceeds was applied to the repayment
of $64.1 million in outstanding indebtedness (including accrued interest) to TDS
under the revolving credit  agreement.  The Company currently has available $250
million under the revolving credit agreement with TDS. The Company believes that
its capital resources will be sufficient to fund the development,  construction,
and operating  costs of the Company's PCS networks into the second half of 1997.
Sources of additional capital may include  additional vendor financing,  private
equity and debt  financings  by the Company or its  subsidiaries.  If sufficient
funding is not  available to the Company on terms and prices  acceptable  to the
Company,  the  Company  would have to reduce its  construction  and  development
programs,  which could have a material adverse impact on the Company's financial
condition and results of future operations.






                                       -5-

<PAGE>



                AMERICAN PORTABLE TELECOM, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                    Unaudited

                                 Three              Six
                               Months Ended      Months Ended
                                 June 30,          June 30,        Cumulative
                               --------------    ------------     July 23, 1991 
                                                                       to
                                 1996   1995      1996    1995     June 30, 1996
                                 ----   ----      ----    ----    --------------
                                (Dollars in thousands, except per share amounts)
OPERATING EXPENSES
 Development costs - affiliate  $  336 $  291   $   513  $  636        $  2,760
 Development costs - other       2,196    167     4,150     433           8,113
 General and administrative      5,229     --     8,844      --          12,430
                                ------  -----    ------  ------         -------
OPERATING (LOSS)                (7,761)  (458)  (13,507) (1,069)        (23,303)

OTHER INCOME
 Other income - affiliate        1,459      1     1,792       2           1,849
 Gain on sale of license           189     --       189      --             189
                                ------  -----    ------  ------         -------
                                 1,648      1     1,981       2           2,038

(LOSS) BEFORE INTEREST AND
 INCOME TAXES                   (6,113)  (457)  (11,526) (1,067)        (21,265)
 Interest expense - affiliate      364     89     1,669     150           2,825
                                ------  -----   -------  ------         ------- 
(LOSS) BEFORE INCOME TAXES      (6,477)  (546)  (13,195) (1,217)        (24,090)
 Income tax expense (benefit)      729   (134)      682    (298)         (2,261)
                                ------  -----   -------  ------         -------
NET (LOSS)                    $ (7,206) $(412) $(13,877)  $(919)      $ (21,829)
                                ======  =====   =======  ======         =======
WEIGHTED AVERAGE COMMON
 AND SERIES A 
 COMMON SHARES (000s)           68,105  59,086   63,596  59,086          60,257 
 (NOTE 2)

(LOSS) PER COMMON AND
 SERIES A COMMON SHARE          $(0.11) $(0.01)  $(0.22) $(0.02)      $  (0.36)
                                ======= =======  ======= =======         ====== 







       The  accompanying  notes  to  consolidated  financial  statements  are an
integral part of these statements.

                                       -6-

<PAGE>



                AMERICAN PORTABLE TELECOM, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    Unaudited
                                          Six Months Ended
                                            June 30,
                                         ------------------         Cumulative
                                                                July 23, 1991 to
                                            1996        1995     June 30, 1996
                                         ---------   ---------  ----------------
                                              (Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
   Net (loss)                            $ (13,877)  $   (919)    $  (21,829)
   Add (Deduct) adjustments to reconcile 
    net (loss)
    to net cash provided (used) by 
     operating activities:
    Depreciation                               476         --            523
    Gain on sale of PCS license               (189)        --           (189)
    Change in cash - restricted                416         --             --
    Change in accounts payable - affiliates
     and accrued interest - affiliate       (2,538)     1,595            243
    Change in accounts payable - other         310      2,829          6,711
    Change in income tax refund receivable
     - affiliate                            12,502        (34)            --
    Change in deferred tax asset/liability
     - net                                     825       (298)        10,567
    Change in other assets and deferred 
     costs                                  (1,726)        --         (1,927)
                                          ---------  ----------   ---------- 
                                            (3,801)      3,173        (5,901)
                                          ---------  ----------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Change in note receivable 
     - affiliate                            28,836          --        28,836
    Change in revolving credit agreement 
     - TDS                                 (60,238)    267,185       260,358
    Issuance of common stock               195,265          --       195,305
                                         ---------   ---------     ---------
                                           163,863     267,185       484,499
                                         ---------   ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES
    Investment in PCS licenses                  --    (270,368)     (305,818)
    Change in temporary cash and other 
     investments - affiliate                   305          32           (18)
    Additions to work in process           (21,200)         --       (29,258)
    Additions to property and equipment     (2,491)         --        (6,567)
    Proceeds from sale of PCS license          350          --           350
                                         ---------   ---------     --------- 
                                           (23,036)   (270,336)     (341,311)
                                         ---------   ---------     ---------

NET INCREASE IN CASH AND
   CASH EQUIVALENTS                        137,026          22       137,287
CASH AND CASH EQUIVALENTS-
   Beginning of period                         261          10            --
                                         ---------   ---------     ---------
   End of period                         $ 137,287   $      32     $ 137,287
                                         =========   =========     =========


         The accompanying notes to consolidated financial statements are
                     an integral part of these statements.

                                       -7-

<PAGE>



                AMERICAN PORTABLE TELECOM, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
                           CONSOLIDATED BALANCE SHEETS

                                               (Unaudited)
                                              June 30, 1996    December 31, 1995
                                              -------------    -----------------
                                                    (Dollars in thousands)
          ASSETS
CURRENT ASSETS
   Cash and cash equivalents - affiliate      $     137,287     $         261
   Cash - restricted                                     --               416
   Temporary cash investments - affiliate                --               107
   Other investments - affiliate                         18               216
   Note receivable - affiliate                           --            28,836
   Income tax refund receivable - affiliate              --            12,502
   Interest receivable - affiliate                      653                --
   Other                                                193               201
                                              -------------     -------------
                                                    138,151            42,539
                                              -------------     -------------
FIXED ASSETS AND LICENSES
   Property and equipment - net of accumulated
     depreciation of $523 and $47, respectively       6,044             4,029
   Work in process ($945 affiliate)                  29,258             8,058
   Investment in PCS licenses                       305,676           305,818
                                              -------------     -------------
                                                    340,978           317,905
                                              -------------     -------------
OTHER DEFERRED COSTS                                    750                --
                                              -------------     -------------
TOTAL ASSETS                                  $     479,879     $     360,444
                                              =============     =============

            LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES
   Accounts payable - affiliates              $        243      $       1,284
   Accounts payable - other                          7,402              6,401
   Accrued interest - affiliate                         --              1,497
                                              ------------      -------------
                                                     7,645              9,182
                                              ------------      -------------
REVOLVING CREDIT AGREEMENT - TDS                        --             60,238
                                              ------------      -------------
DEFERRED TAX LIABILITY                              10,567              9,742
                                              ------------      -------------

COMMON SHAREHOLDERS' EQUITY
   Common shares, par value $1 per share            31,336                  1
   Series A Common Shares, 
    par value $1 per share                          40,000                 --
   Additional paid-in capital                      412,160            289,233
   Deficit accumulated during the 
    development stage                              (21,829)            (7,952)
                                              ------------      -------------
                                                   461,667            281,282
                                              ------------      -------------
TOTAL LIABILITIES AND SHAREHOLDERS'
   EQUITY                                     $    479,879      $     360,444
                                              ============      =============


The accompanying notes to consolidated financial statements are an integral part
                              of these statements




                                       -8-

<PAGE>



                AMERICAN PORTABLE TELECOM, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.    The consolidated financial statements included herein have been prepared 
      by the Company, without audit, pursuant to the rules and regulations of 
      the Securities and Exchange Commission. Certain information and footnote 
      disclosures normally included in financial statements prepared in 
      accordance with generally accepted accounting principles have been 
      condensed or omitted pursuant to such rules and regulations, although the 
      Company believes that the disclosures are adequate to make the information
      presented not misleading.  It is suggested that these consolidated 
      financial statements be read in conjunction with the consolidated 
      financial statements and the notes thereto included in the Company's 
      Current Report on Form 8-K dated June 4, 1996.

      The accompanying  unaudited  consolidated financial statements contain all
      adjustments  (consisting  of only normal  recurring  items)  necessary  to
      present fairly the financial position as of June 30, 1996 and December 31,
      1995,  and the  results  of  operations  and cash flows for the six months
      ended June 30, 1996 and 1995. The results of operations for the six months
      ended  June 30,  1996 and  1995,  are not  necessarily  indicative  of the
      results to be expected for the full year.

2.    Net (Loss)  per  Common  and  Series A Common  share for the three and six
      months ended June 30, 1996 and 1995,  was computed  based on the number of
      Common and Series A Common shares  outstanding  during the period adjusted
      to give retroactive effect to the recapitalization in conjunction with the
      Company's  1996  initial  public  offering,  as if  this  transaction  had
      occurred at January 1, 1995.

3.    The Company did not pay income taxes during 1995 or 1996.  Taxable losses 
      generated by the Company in 1995 resulted in a cash payment of 
      approximately $12.6 million from TDS in May of 1996.  The Company paid 
      approximately $499,000 in interest expense and converted  approximately
      $3.0 million in interest expense to debt under the Revolving Credit 
      Agreement with TDS during the six months ended June 30, 1996.  No accrued 
      interest was paid or converted to debt under the Revolving Credit 
      Agreement during the six months ended June 30, 1995.  The Company 
      capitalized interest expense of approximately $372,000 during the six
      months ended June 30, 1996, and approximately $1.6 million during the six 
      months ended June 30, 1995.

4.    Recapitalization.  On March 28, 1996, TDS, as the sole shareholder of the 
      Company, executed a consent to action in lieu of a meeting, voting all 
      1,000 shares of common stock of the Company then outstanding for the 
      approval of a Restated Certificate of Incorporation of the Company.  Such
      Restated Certificate of Incorporation authorized (a) 60,000,000 Common 
      Shares, $1.00 par value per share; (b) 60,000,000 Series A Common Shares, 
      $1.00 par value per share; (c) 60,000,000 Series B Common Shares, $1.00
      par value per share; and (d) 10,000,000 Preferred Shares, $1.00 par value 
      per share.  Upon the filing of the Restated Certificate of Incorporation 
      with the Secretary of State of the State of Delaware on April 19, 1996, 
      the 1,000 shares of common stock of the Company theretofore held by TDS 
      were converted into 19,086,000 Common Shares and 40,000,000 Series A 
      Common Shares of the Company.

      Initial Public  Offering.  The Company sold 12,250,000  Common Shares at a
      price of $17 per share in an initial  public  offering on April 25,  1996.
      Proceeds of the Offering,  net of underwriting  discounts and commissions,
      totaled $195.3 million.  The Company used a portion of the net proceeds to
      repay  TDS  approximately  $64.1  million,  representing  the  outstanding
      balance

                                       -9-

<PAGE>
      (including accrued interest) under the Revolving Credit Agreement,
      and  expects  to  use  the  balance  of the  funds  to  partially  finance
      construction,  development  and operating  costs incurred to establish its
      PCS networks.

5.    In May of 1996,  concurrent  with FCC approval,  the Company sold its Guam
      PCS  license  for  $350,000  and  recorded  a  pretax  gain on the sale of
      approximately $189,000, net of commissions.

6.    Commitments.  As of June 30, 1996, the Company had on order with Nokia 
      Telecommunications, Inc. ("Nokia") approximately $33.0 million in 
      infrastructure equipment as part of the Company's initial build out of its
      PCS networks.


                                      -10-

<PAGE>



                           PART II. OTHER INFORMATION


Item 2.  Changes in Securities

             See Item 4.a.


Item 4.  Submission of Matters to a Vote of Security-Holders.

     (a) On March  28,  1996,  TDS,  as the  sole  shareholder  of the  Company,
executed a consent to action in lieu of a  meeting,  voting all 1,000  shares of
common  stock of the Company  then  outstanding  for the  approval of a Restated
Certificate  of  Incorporation  of the Company.  Such  Restated  Certificate  of
Incorporation  authorized  (a)  60,000,000  Common  Shares,  $1.00 par value per
share;  (b) 60,000,000  Series A Common Shares,  $1.00 par value per share;  (c)
60,000,000 Series B Common Shares, $1.00 par value per share; and (d) 10,000,000
Preferred  Shares,  $1.00 par value per share.  Upon the filing of the  Restated
Certificate  of  Incorporation  with the  Secretary  of  State  of the  State of
Delaware  on April 19,  1996,  the 1,000  shares of common  stock of the Company
theretofore  held by TDS  were  converted  into  19,086,000  Common  Shares  and
40,000,000 Series A Common Shares of the Company.


Item 6.  Exhibits and Reports on Form 8-K.

     (a)     Exhibits

             Exhibit 11 - Computation of earnings per common share.

             Exhibit 27 - Financial Data Schedule.

     (b)     Reports on Form 8-K filed during the quarter ended June 30, 1996.

APT filed a Current  Report on Form 8-K dated June 4, 1996,  which  updated  the
financial statements that were included in the Company's  Registration Statement
on Form S-1, as amended,  (Registration  No.  333-1514).  A revision was made to
Footnote 2(i) resulting  from changing the  accounting  policy of amortizing PCS
licenses effective January 1, 1996, to amortizing the licenses upon commencement
of service.


                                      -11-

<PAGE>



                                   SIGNATURES



     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





                                       AMERICAN PORTABLE TELECOM, INC
                                                (Registrant)





Date   August 13, 1996                  /s/   DONALD W. WARKENTIN
     ------------------------          ----------------------------
                                       Donald W. Warkentin
                                       President
                                       (Chief Executive Officer)


Date   August 13, 1996                  /s/   J. CLARKE SMITH
     ------------------------          ----------------------------
                                       J. Clarke Smith
                                       Vice President-Finance and Administration
                                       (Chief Financial Officer)



Date   August 13, 1996                   /s/  B. SCOTT DAILEY
     ------------------------           ---------------------------
                                        B. Scott Dailey
                                        Controller
                                        (Principal Accounting Officer)


                                      -12-

<PAGE>





                                                                      Exhibit 11

                American Portable Telecom, Inc. and Subsidiaries

                        (A Development Stage Enterprise)

                    Computation of Earnings Per Common Share
                    (in thousands, except per share amounts)


Three Months Ended June 30,                              1996            1995
- - ---------------------------                              ----            ----

Primary Earnings
    Net (Loss)                                     $    (7,206)     $      (412)
                                                   ===========      ===========

Primary Shares
    Weighted average number of Common and Series A
        Common Shares Outstanding*                      68,105           59,086
                                                   ===========      ===========

Primary Earnings per Common Share
    Net (Loss)                                     $     (0.11)     $     (0.01)
                                                   ===========      ===========



Six Months Ended June 30,                                1996            1995
- - -------------------------                                ----            ----


Primary Earnings
    Net (Loss)                                     $   (13,877)     $      (919)
                                                   ===========      ===========

Primary Shares
    Weighted average number of Common and Series A
        Common Shares Outstanding*                      63,596           59,086
                                                   ===========      ===========

Primary Earnings per Common Share
    Net (Loss)                                     $     (0.22)     $     (0.02)
                                                   ===========      ===========



* Weighted  average number of Common and Series A Common Shares  Outstanding was
calculated  based on the number of Common Shares  outstanding  during the period
adjusted to give retroactive effect to the  recapitalization in conjunction with
the Company's  initial public  offering,  as if this transaction had occurred at
January 1, 1995.


<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated financial statements of American Portable Telecom, Inc. as of June
30, 1996, and for the six months then ended, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         137,287
<SECURITIES>                                        18
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               138,151
<PP&E>                                           6,567
<DEPRECIATION>                                     523
<TOTAL-ASSETS>                                 479,879
<CURRENT-LIABILITIES>                            7,645
<BONDS>                                              0
<COMMON>                                        71,336
                                0
                                          0
<OTHER-SE>                                     390,331
<TOTAL-LIABILITY-AND-EQUITY>                   479,879
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                11,526
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,669
<INCOME-PRETAX>                               (13,195)
<INCOME-TAX>                                       682
<INCOME-CONTINUING>                           (13,877)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (13,877)
<EPS-PRIMARY>                                    (.22)
<EPS-DILUTED>                                    (.22)
        

</TABLE>


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