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, 1998
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Aerial Communications, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-28262 39-1706857
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
8410 West Bryn Mawr, Suite 1100, Chicago, Illinois 60631
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (773) 399-4200
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On December 18, 1998, Aerial Communications, Inc. ("Aerial" or the
"Company") announced that the offer it received from its parent company,
Telephone and Data Systems, Inc. ("TDS"), to acquire all of the outstanding
Common Shares of Aerial not already owned by TDS has been withdrawn. TDS said
that it is pursuing a tax-free spin-off of its 82.3% interest in Aerial, as well
as reviewing other alternatives.
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
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(c) Exhibits
The exhibits accompanying this report are listed in the accompanying
Exhibit Index.
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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 23, 1998 AERIAL COMMUNICATIONS, INC.
(Registrant)
By: /s/ J. Clarke Smith
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J. Clarke Smith
Vice President - Finance and Administration,
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99 News release dated December 18, 1998
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Exhibit 99
Contact: Mark A. Steinkrauss, Vice President - Corporate Relations at TDS
(312) 630-1900 email: [email protected]
FOR RELEASE: IMMEDIATE
TDS WITHDRAWS TRACKING STOCK OFFERS:
TDS WILL NOT ACQUIRE AERL SHARES
December 18, 1998, Chicago, Illinois - Aerial Communications, Inc. [NASDAQ:AERL]
announced that the offer it received from its parent company, Telephone and Data
Systems, Inc. [AMEX:TDS], to acquire all of the outstanding Common Shares of
AERL not already owned by TDS, has been withdrawn. Under the TDS offer, made in
December 1997, the public shareholders of AERL, who currently own 17.7% of the
common equity of AERL, would have exchanged such shares for shares of tracking
stock related to the business of AERL. Because the offer to acquire AERL shares
has been withdrawn, the Special Committee at AERL created to review the offer
will be dissolved.
TDS said today that it is pursuing a tax-free spin-off of its 82.3% interest in
AERL, as well as reviewing other alternatives. TDS intends to ask the Internal
Revenue Service (IRS) to rule on the tax-free status of such a distribution.
There are a number of conditions that must be met for a spin-off to occur,
including receipt of a favorable IRS ruling, final approval by the TDS Board of
Directors, certain government and third party approvals and review by the
Securities and Exchange Commission (SEC) of appropriate SEC filings. Prior to
any spin-off, it is expected that TDS would assist AERL in seeking additional
financing so that AERL would have the appropriate capitalization to operate as a
stand-alone entity. In connection with such financing, it is anticipated that a
substantial amount of AERL's debt to TDS may be converted into equity. TDS
intends to seek shareholder approval of a proposal to distribute AERL Series A
Common Shares, on a pro-rata basis, to holders of TDS Series A Common Shares and
AERL Common Shares, on a pro-rata basis, to holders of TDS Common Shares. There
can be no assurance that a spin-off will be consummated or that other
alternatives will not be pursued.
Except for the historical and factual information presented, other information
set forth in this news release represents forward-looking statements, including
all statements about the Company's plans, beliefs, estimates and expectations.
These statements are based on current estimates and projections, which involve
certain risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. Important factors that
may affect these forward-looking statements include, but are not limited to:
changes in technology that might effect the Company's services; changes in
Delaware law; potential litigation; and changes in market conditions. Investors
are encouraged to consider these and other risks and uncertainties which are
discussed in documents filed by the Company with the Securities and Exchange
Commission.
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Aerial Communications, headquartered in Chicago, holds licenses to provide
personal communications services (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/Orlando/St. Petersburg.
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