FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 1997
Aerial Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-28262 39-1706857
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
8410 West Bryn Mawr, Suite 1100, Chicago, Illinois 60631
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (773) 399-4200
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On December 18, 1997, Aerial Communications, Inc. ("Aerial" or the
"Company") announced that it has received an offer from its parent company,
Telephone and Data Systems, Inc. [AMEX:TDS], to acquire all of the issued and
outstanding Common Shares of Aerial not already owned by TDS. The offer is being
made in connection with, and is subject to TDS shareholder approval of and the
effectiveness of, TDS's announced corporate restructuring. The restructuring
plan calls for TDS to issue three new classes of common stock, commonly known as
"Tracking Stocks," each of which is intended to separately reflect one of TDS's
primary business groups.
This Current Report on Form 8-K is being filed for the purpose of
filing the news release issued by the Company relating to such announcement as
an exhibit.
Item 7. Financial Statements and Exhibits
(c) Exhibits
The exhibits accompanying this report are listed in the accompanying
Exhibit Index.
2
<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, thereto duly authorized.
Date: December 29, 1997 AERIAL COMMUNICATIONS, INC.
(Registrant)
By: /s/ J. Clarke Smith
J. Clarke Smith
Vice President - Finance and Administration,
Chief Financial Officer and Treasurer
3
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
99 News release dated December 18, 1997
4
Exhibit 99
Contact: J. Clarke Smith
Vice President - Finance and Administration
(773) 399-8900
FOR RELEASE: IMMEDIATE
TDS OFFERS TO ACQUIRE OUTSTANDING SHARES
OF AERIAL COMMUNICATIONS
December 18, 1997, Chicago, Illinois - Aerial Communications, Inc. [NASDAQ:AERL]
announced that it has received an offer from its parent company, Telephone and
Data Systems, Inc. [AMEX:TDS], to acquire all of the issued and outstanding
Common Shares of AERL not already owned by TDS. The offer is being made in
connection with, and is subject to TDS shareholder approval of and the
effectiveness of, TDS's announced corporate restructuring. The restructuring
plan calls for TDS to issue three new classes of common stock, commonly known as
"Tracking Stocks," each of which is intended to separately reflect one of TDS's
primary business groups.
Under the TDS offer to AERL, the public shareholders of AERL, who currently own
17.5% of the common equity of AERL, would exchange such shares for shares of the
TDS tracking stock related to the business of Aerial which represent 17.5% of
the equity interest in Aerial. The Board of Directors of AERL is expected to
refer the offer to a special committee of the Board of Directors AERL for review
and recommendation. The merger would be subject to various conditions, including
approval by the Board of Directors and the shareholders of AERL.
Aerial Communications, headquartered in Chicago, holds licenses to provide PCS
service in areas covering 27.6 million of the U.S. population. Aerial's markets
include Columbus, Ohio; Houston, Minneapolis, Kansas City, Pittsburgh and Tampa,
where the Company employs Global Systems for Mobile Communications ("GSM")
technology, the world's most popular.
AERL Internet Home Page: http://www.aerial1.com
5
<PAGE>
