UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)1
Aerial Communications, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Shares ($1.00 par value)
(Title of Class of Securities)
007655103
- --------------------------------------------------------------------------------
(CUSIP Number)
LeRoy T. Carlson, Jr. (312) 630-1900
President and Chief Executive Officer
Telephone and Data Systems, Inc.
30 N. LaSalle Street, Suite 4000, Chicago, Illinois 60602
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 18, 1998
- --------------------------------------------------------------------------------
(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(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
- --------
1The 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.
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 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).
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 007655103 13D Page 2 of 8 Pages
--------- --------- ---------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Telephone and Data Systems, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER - 59,086,000
SHARES shares - Includes 40,000,000
BENEFICIALLY Series A Common Shares which
OWNED BY have fifteen votes per share on
EACH all matters and are convertible
REPORTING on a share-for-share basis into
PERSON Common Shares and 19,086,000
WITH Common Shares. See Item 5 for
further explanation.
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
Same as 7 above.
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Same as 7 above.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Reporting
person beneficially owns 100% of the outstanding Series A Common
Shares of the Issuer and approximately 60.0% of the outstanding
Common Shares of the Issuer for a combined total of approximately
82.3% of the Issuer's outstanding classes of capital stock and
approximately 98.0% of their combined voting power.**
14 TYPE OF REPORTING PERSON*
HC, CO
- -------- ---------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Based on 31,788,900 Common Shares and 40,000,000 Series A Common Shares
outstanding on November 30, 1998.
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 007655103 13D Page 3 of 8 Pages
--------- --------- ---------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Trustees of the Voting Trust under Agreement dated June 30,
1989
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER -
OWNED BY 59,086,000 shares -
EACH Includes 40,000,000 Series
REPORTING A Common Shares which have
PERSON fifteen votes per share on
WITH all matters and are
convertible on a
share-for-share basis into
Common Shares and
19,086,000 Common Shares.
See Item 5 for further
explanation.
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
Same as 8 above.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Same as 8 above.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Reporting
persons may be deemed to beneficially own 100% of the outstanding
Series A Common Shares of the Issuer and approximately 60.0% of
the outstanding Common Shares of the Issuer for a combined total
of approximately 82.3% of the Issuer's outstanding classes of
capital stock and approximately 98.0% of their combined voting
power.**
14 TYPE OF REPORTING PERSON*
00
- -------- ---------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Based on 31,788,900 Common Shares and 40,000,000 Series A Common Shares
outstanding on November 30, 1998.
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 4 of 8 Pages
This Amendment Number 1 to the Schedule 13D is being filed pursuant to
Section 13(d)(2) of the Securities Exchange Act of 1934, as amended (the "Act"),
by Telephone and Data Systems, Inc., a Delaware corporation ("TDS"). This
amended Schedule 13D relates to the ownership by TDS of Common Shares, par value
$1.00 per share ("Common Shares"), and/or Series A Common Shares, par value
$1.00 per share ("Series A Common Shares") of Aerial Communications, Inc., a
Delaware corporation (the "Issuer").
Item 1. Security and Issuer.
--------------------
This statement relates to the Common Shares, par value $1.00 per share,
of the Issuer. The principal executive office of the Issuer is located at 8410
West Bryn Mawr, Suite 700, Chicago, Illinois 60631.
Item 2. Identity and Background.
------------------------
TDS and the Trustees of the Voting Trust under Agreement dated June 30,
1989 ("The Voting Trust"), are filing this Schedule 13D amendment concerning
their direct and indirect beneficial ownership of Common Shares. The following
sets forth information with respect to Items 2(a) through 2(f) for TDS and the
Trustees of the TDS Voting Trust.
TDS. TDS is a Delaware corporation. The principal business and office
address of TDS, is 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602.
TDS's principal business is that of providing diversified telecommunications
services. TDS, directly and through its subsidiaries, has cellular telephone,
local telephone, and personal communications services operations. The
information with respect to the directors and executive officers of TDS is set
forth on Appendices A and B attached hereto, and incorporated herein by
reference.
The Trustees of the Voting Trust. The principal business address of The
Voting Trust is c/o TDS, 30 North LaSalle Street, Suite 4000, Chicago, Illinois
60602. The Voting Trust holds TDS Series A Common Shares and was created to
facilitate long-standing relationships among the trust's certificate holders.
Under the terms of The Voting Trust, the trustees hold and vote the TDS Series A
Common Shares held in the trust. The information with respect to the trustees of
The Voting Trust is set forth in Appendix C hereto, and incorporated herein by
reference.
To the knowledge of LeRoy T. Carlson, Jr., during the last five years,
none of TDS, The Voting Trust, nor any of the persons named in Appendices A, B
and C hereto has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
To the knowledge of LeRoy T. Carlson, Jr., during the last five years,
none of TDS, The Voting Trust, nor any of the persons named in Appendices A, B
and C hereto was 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.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
The information contained in Item 4 below, is incorporated herein by
reference.
Item 4. Purpose of Transaction.
-----------------------
As previously reported, on December 18, 1997, TDS proposed to the Board
of Directors of the Issuer to complete a transaction pursuant to which TDS would
issue shares of tracking stock of TDS in exchange for each of the Common Shares
of the Issuer which are not owned by TDS pursuant to a merger between a
subsidiary of TDS and the Issuer (the "Offer"). Representatives of TDS have been
unable to negotiate a mutually acceptable transaction relating to the Offer with
the special committee of the Issuer. As a result, on December 18, 1998, TDS
announced that the TDS Board of Directors has withdrawn the Offer and has
terminated all negotiations and discussions relating thereto.
On December 18, 1998, TDS announced that it is pursuing a tax-free
spin-off of its 82.3% interest in the Issuer, 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 spin-off. There are a number of conditions for a
spin-off to occur, including receipt of a favorable IRS ruling, final approval
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 5 of 8 Pages
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 the Issuer will seek
additional financing so that the Issuer would have the appropriate
capitalization to operate as a stand-alone entity. In connection with such
financing, it is contemplated that a substantial amount of the Issuer's debt to
TDS may be converted into equity. TDS intends to seek shareholder approval of a
proposal to distribute Series A Common Shares of the Issuer on a pro-rata to
holders of TDS Series A Common Shares and Common Shares of the Issuer 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.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(I) TDS.
----
(a) As of November 30, 1998, TDS may be deemed to
beneficially own, pursuant to Rule 13d- 3(d)(1)(i),
an aggregate of 19,086,000 Common Shares which is
approximately 60.0% of such shares outstanding. This
includes 19,086,000 Common Shares and 40,000,000
Series A Common Shares which have fifteen votes per
share on all matters and are convertible on
share-for-basis into Common Shares.
(b) (i) Sole Power to Vote or Direct the Vote:
--------------------------------------
TDS is the direct beneficial owner of
19,086,000 Common Shares and 40,000,000
Series A Common Shares of the Issuer
representing approximately 82.3% of all
classes of common shares of the Issuer. The
Series A Common Shares have fifteen votes
per share on all matters and are convertible
on a share-for-share basis into Common
Shares. TDS has sole voting power with
respect to an aggregate of 19,086,000 Common
Shares and 40,000,000 Series A Common Shares
representing approximately 98.0% of the
combined voting power of the Common Shares
and the Series A Common Shares. As a result
of such ownership, TDS has the voting power
to elect all of the directors of the Issuer.
(ii) Shared Power to Vote or Direct the Vote:
----------------------------------------
None.
(iii) Sole Power to Dispose or Direct the
Disposition:
-------------------------------------
TDS has sole power to dispose of 19,086,000
Common Shares and 40,000,000 Series A Common
Shares, representing approximately 82.3% of
all classes of capital stock outstanding.
(iv) Shared Power to Dispose or Direct the
Disposition:
--------------------------------------
None.
(c) To the knowledge of LeRoy T. Carlson, Jr., no
transactions were effected during the past sixty days
in Common Shares by TDS, except as disclosed in Item
4, and except as may be attributable to TDS pursuant
to transactions in the ordinary course under employee
benefit plans.
(d) To the knowledge of LeRoy T. Carlson, Jr., no other
person is known to have the right of dividends from,
or the proceeds from the sale of the shares of Common
Shares beneficially owned by TDS.
(e) Not Applicable.
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 6 of 8 Pages
(II) Directors and Executive Officers of TDS.
----------------------------------------
(a) - (b)See Appendix D attached hereto and incorporated
herein by reference.
(c) To the knowledge of LeRoy T. Carlson, Jr., no
transactions were effected during the past sixty days
in the Common Shares by any Director or Executive
Officer of TDS, and except as may be attributable to
TDS pursuant to transactions in the ordinary course
under employee benefit plans.
(d) To the knowledge of LeRoy T. Carlson, Jr., no person
other than the persons listed in Appendix D are known
to have the right to receive or the power to direct
the receipt of dividends from, or other proceeds
from the sale of Common Shares beneficially owned
by the persons listed in Appendix D.
(e) Not applicable.
(III) The Voting Trust.
----------------
(a) As of November 30, 1998, pursuant to Rule
13d-3(d)(1)(i), The Voting Trust may be deemed to
beneficially own an aggregate of 19,086,000 Common
Shares representing 60.0% of such shares. This
includes 19,086,000 Common Shares and 40,000,000
Series A Common Shares.
(b) (i) Sole Power to Vote or Direct the Vote:
--------------------------------------
None.
(ii) Shared Power to Vote or Direct the Vote:
----------------------------------------
The Voting Trust is the direct beneficial
owner of TDS Series A Common Shares. The
Voting Trust holds and the trustees vote
6,348,236 Series A Common Shares of TDS,
representing approximately 91.3% of the
outstanding TDS Series A Common Shares, and
approximately 51.3% of the combined voting
power of TDS Series A Common Shares and TDS
Common Shares.2 Therefore, the Voting Trust
may direct a majority of the combined voting
power of TDS, which has the voting power to
elect all directors of the Issuer and has
approximately 98.0% of the combined voting
power of the Issuer with respect to matters
other than the election of directors.
(iii) Sole Power to Dispose or Direct the
Disposition:
-------------------------------------
None.
(iv) Shared Power to Dispose or Direct the
Disposition:
--------------------------------------------
The information contained in Item
5.III(b)(ii) above is incorporated herein by
reference. Through the ability to direct a
majority of the combined voting power of
TDS, The Voting Trust trustees share the
power to direct the disposition of
19,086,000 Common Shares and 40,000,000
Series A Common Shares of the Issuer,
representing 82.3% of all classes of capital
stock outstanding of the Issuer.
(c) To the knowledge of LeRoy T. Carlson, Jr., no
transactions were effected during the past sixty days
in Common Shares or Series A Common Shares of the
Issuer by The Voting Trust except to the extent
disclosed herein.
- --------
2 Based on 54,214,590 Common Shares of TDS and 6,947,513 Series A
Common Shares outstanding on November 30, 1998.
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 7 of 8 Pages
(d) To the knowledge of LeRoy T. Carlson, Jr., no person
other than TDS is known to have the right to receive
or the power to direct the receipt of dividends from,
or the proceeds from the sale of, Common Shares or
Series A Common Shares of the Issuer beneficially
owned by The Voting Trust.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
- ---------------------------------------------------------------------------
The Voting Trust holds TDS Series A Common Shares and was created to
facilitate long-standing relationships among the trust's certificate holders.
Under the terms of The Voting Trust, the trustees hold and vote the TDS Series A
Common Shares held in the trust.
The Voting Trust trustees hold and vote 6,348,236 TDS Series A Common
Shares held in The Voting Trust, representing 91.3% of the outstanding TDS
Series A Common Shares, and approximately 51.3% of the combined voting power of
the TDS Series A Common Shares and TDS Common Shares. Therefore, The Voting
Trust trustees may direct a majority of the combined voting power of TDS which
has the sole voting power with respect to approximately 98.0% of the combined
voting power of the Issuer.
Item 7. Material to be Filed as Exhibits.
---------------------------------
The Voting Trust Agreement dated June 30, 1989, as amended, is hereby
incorporated by reference to Exhibit 9.1 to the Annual Report on Form
10-K for the year ended December 31, 1997 of Aerial Communications,
Inc.
* * * * * *
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 8 of 8 Pages
JOINT FILING AGREEMENT
The undersigned hereby agree and consent, pursuant to Rule
13d-1(f)(1), to the joint filing of all Schedules 13D and/or Schedules 13G
(including any amendments thereto) on behalf of such parties with respect to the
Issuer.
SIGNATURES
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 as of December 18, 1998.
TELEPHONE AND DATA SYSTEMS, INC. THE VOTING TRUST
By: /s/ LeRoy T. Carlson, Jr. By: /s/ LeRoy T. Carlson, Jr.
------------------------- -------------------------
LeRoy T. Carlson, Jr. LeRoy T. Carlson, Jr.
President and Chief Executive Officer As Trustee and Attorney-in-
Fact for other Trustees*
*Pursuant to Joint Filing Agreement
and Power of Attorney previously
filed with the Securities and
Exchange Commission and
incorporated by reference herein.
Signature Page to the 1st Amendment to the Schedule 13D
relating to the direct and indirect beneficial ownership of the
Common Shares of Aerial Communications, Inc. by
Telephone and Data Systems, Inc., and The Voting Trust, respectively.
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 1 of 5 of Appendix A
APPENDIX A
DIRECTORS OF TDS
----------------
(I) (a) Name:
-----
LeRoy T. Carlson
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
Chairman of Telephone and Data Systems, Inc.
(d) Citizenship:
------------
United States
(II) (a) Name:
-----
LeRoy T. Carlson, Jr.
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
President and Chief Executive Officer of Telephone
and Data Systems, Inc.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 2 of 5 of Appendix A
(III) (a) Name:
-----
Sandra L. Helton
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
Executive Vice President - Finance and CFO of
Telephone and Data Systems, Inc.
(d) Citizenship:
------------
United States
(IV) (a) Name:
-----
James Barr, III
(b) Business Address:
-----------------
TDS Telecommunications Corporation
301 South Westfield Road
Madison, Wisconsin 53705-0158
(c) Present Principal Occupation or Employment:
-------------------------------------------
President of TDS Telecommunications Corporation, a
wholly-owned subsidiary of Telephone and Data
Systems, Inc.
(d) Citizenship:
------------
United States
(V) (a) Name:
-----
Walter C.D. Carlson
(b) Business Address:
-----------------
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(c) Present Principal Occupation or Employment:
-------------------------------------------
Partner of the law firm of Sidley & Austin
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 3 of 5 of Appendix A
(VI) (a) Name:
-----
Letitia G.C. Carlson
(b) Residence Address:
------------------
7604 Fairfax Road
Bethesda, Maryland 20814
(c) Present Principal Occupation or Employment:
-------------------------------------------
Medical Doctor
(d) Citizenship:
------------
United States
(VII) (a) Name:
-----
Donald C. Nebergall
(b) Residence Address:
------------------
2919 Applewood Place, N.E.
Cedar Rapids, Iowa 52402
(c) Present Principal Occupation or Employment:
-------------------------------------------
Consultant to Telephone and Data Systems, Inc.
(d) Citizenship:
------------
United States
(VIII) (a) Name:
-----
Herbert S. Wander
(b) Business Address:
-----------------
Katten, Muchin & Zavis
525 West Monroe Street
Suite 1600
Chicago, Illinois 60606-3693
(c) Present Principal Occupation or Employment:
-------------------------------------------
Partner of the law firm of Katten, Muchin & Zavis
(d) Citizenship
-----------
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 4 of 5 of Appendix A
(IX) (a) Name:
-----
George W. Off
(b) Business Address:
-----------------
Catalina Marketing Group
11300 Ninth Street North
St. Petersburg, Florida 33716
(c) Present Principal Occupation or Employment:
-------------------------------------------
President and Chief Executive Officer of Catalina
Marketing Corporation
(d) Citizenship:
------------
United States
(X) (a) Name:
-----
Martin L. Solomon
(b) Business Address:
-----------------
2665 South Bayshore Drive, Suite 906
Coconut Grove, Florida 33133
(c) Present Principal Occupation or Employment:
-------------------------------------------
Chairman and CEO of American Country Holdings, Inc.
(d) Citizenship:
------------
United States
(XI) (a) Name:
-----
Kevin A. Mundt
(b) Business Address:
-----------------
Mercer Management Consulting, Inc.
33 Hayden Avenue
Lexington, MA 02173
(c) Present Principal Occupation or Employment:
-------------------------------------------
Vice President - Retail Group Head of Mercer
Management Consulting, Inc.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 5 of 5 of Appendix A
(XII) (a) Name:
-----
Murray L. Swanson
(b) Business Address:
-----------------
1118 Sheridan Road
Evanston, Illinois 60202
(c) Present Principal Occupation or Employment:
-------------------------------------------
Managing Director and CEO of Sonera Corporation U.S.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 1 of 6 of Appendix B
APPENDIX B
EXECUTIVE OFFICERS OF TDS
-------------------------
(I) (a) Name:
-----
LeRoy T. Carlson
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
Chairman of Telephone and Data Systems, Inc.
(d) Citizenship:
------------
United States
(II) (a) Name:
-----
LeRoy T. Carlson, Jr.
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
President and Chief Executive Officer of Telephone
and Data Systems, Inc.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 2 of 6 of Appendix B
(III) (a) Name:
-----
Sandra L. Helton
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
Executive Vice President - Finance and CFO of
Telephone and Data Systems, Inc.
(d) Citizenship:
------------
United States
(IV) (a) Name:
-----
Rudolph E. Hornacek
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
Vice President - Engineering of Telephone and Data
Systems, Inc.
(d) Citizenship:
------------
United States
(V) (a) Name:
-----
H. Donald Nelson
(b) Business Address:
-----------------
United States Cellular Corporation
8410 West Bryn Mawr
Suite 700
Chicago, Illinois 60631
(c) Present Principal Occupation or Employment:
-------------------------------------------
President and Chief Executive Officer of United
States Cellular Corporation, an over 80%- owned
subsidiary of Telephone and Data Systems, Inc.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 3 of 6 of Appendix B
(VI) (a) Name:
-----
James Barr, III
(b) Business Address:
-----------------
TDS Telecommunications Corporation
301 South Westfield Road
Madison, Wisconsin 53705-0158
(c) Present Principal Occupation or Employment:
-------------------------------------------
President of TDS Telecommunications Corporation, a
wholly-owned subsidiary of Telephone and Data
Systems, Inc.
(d) Citizenship:
------------
United States
(VII) (a) Name:
-----
Donald W. Warkentin
(b) Business Address:
-----------------
Aerial Communications, Inc.
8410 West Bryn Mawr Avenue
Suite 1100
Chicago, Illinois 60631
(c) Present Principal Occupation or Employment:
-------------------------------------------
President of Aerial Communications, Inc., an over
80%-owned subsidiary of Telephone and Data Systems,
Inc.
(d) Citizenship:
------------
United States
(VIII) (a) Name:
-----
Scott H. Williamson
(b) Business Address:
-----------------
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
Senior Vice President - Acquisitions of Telephone and
Data Systems, Inc.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 4 of 6 of Appendix B
(IX) (a) Name:
-----
Michael K. Chesney
(b) Business Address:
-----------------
1014 South Briarcliffe Circle
Maryville, Tennessee 37803
(c) Present Principal Occupation or Employment:
-------------------------------------------
Vice President - Corporate Development of Telephone
and Data Systems, Inc.
(d) Citizenship:
------------
United States
(X) (a) Name:
-----
George L. Dienes
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
Vice President-Corporate Development of Telephone and
Data Systems, Inc.
(d) Citizenship:
------------
United States
(XI) (a) Name:
-----
C. Theodore Herbert
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
Vice President-Human Resources of Telephone and Data
Systems, Inc.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 5 of 6 of Appendix B
(XII) (a) Name:
-----
Peter L. Sereda
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
Vice President and Treasurer of Telephone and Data
Systems, Inc.
(d) Citizenship:
------------
United States
(XIII) (a) Name:
-----
Mark A. Steinkrauss
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
Vice President-Corporate Relations of Telephone and
Data Systems, Inc.
(d) Citizenship:
------------
United States
(XIV) (a) Name:
-----
Edward W. Towers
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
Vice President-Corporate Development and Operations
of Telephone and Data Systems, Inc.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 6 of 6 of Appendix B
(XV) (a) Name:
-----
Byron A. Wertz
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
8000 West 78th Street, Suite 400
Minneapolis, Minnesota 55439
(c) Present Principal Occupation or Employment:
-------------------------------------------
Vice President - Corporate Development of Telephone
and Data Systems, Inc.
(d) Citizenship:
------------
United States
(XVI) (a) Name:
-----
Gregory J. Wilkinson
(b) Business Address:
-----------------
TDS Corporate Madison
8401 Greenway Boulevard
P.O. Box 628010
Middleton, Wisconsin 53562-8010
(c) Present Principal Occupation or Employment:
-------------------------------------------
Vice President and Corporate Controller of Telephone
and Data Systems, Inc.
(d) Citizenship:
------------
United States
(XVII) (a) Name:
-----
Michael G. Hron
(b) Business Address:
-----------------
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(c) Present Principal Occupation or Employment:
-------------------------------------------
Partner of the law firm of Sidley & Austin and
Secretary of Telephone and Data Systems, Inc.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 1 of 2 of Appendix C
APPENDIX C
TRUSTEES OF THE VOTING TRUST
(I) (a) Name:
-----
LeRoy T. Carlson, Jr.
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
President and Chief Executive Officer of Telephone
and Data Systems, Inc.
(d) Citizenship:
------------
United States
(II) (a) Name:
-----
Walter C.D. Carlson
(b) Business Address:
-----------------
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(c) Present Principal Occupation or Employment:
-------------------------------------------
Partner of the law firm of Sidley & Austin
(d) Citizenship:
------------
United States
(III) (a) Name:
-----
Letitia G.C. Carlson
(b) Residence Address:
------------------
7604 Fairfax Road
Bethesda, Maryland 20814
(c) Present Principal Occupation or Employment:
-------------------------------------------
Medical Doctor
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 2 of 2 of Appendix C
(IV) (a) Name:
-----
Donald C. Nebergall
(b) Residence Address:
------------------
2919 Applewood Place, N.E.
Cedar Rapids, Iowa 52402
(c) Present Principal Occupation or Employment:
-------------------------------------------
Consultant to Telephone and Data Systems, Inc.
(d) Citizenship:
------------
United States
(V) (a) Name:
-----
Melanie J. Heald
(b) Business Address:
-----------------
7410 Longmeadow Road
Madison, Wisconsin 53717
(c) Present Principal Occupation or Employment:
-------------------------------------------
Homemaker
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 1 of 1 of Appendix D
APPENDIX D
Number of
Common Shares Percentage of
Beneficially Class
Owned as of Latest of the Issuer's
Name Practicable Date Common Shares
---- ---------------------- ----------------
James Barr, III -- --
LeRoy T. Carlson 1,243 *
LeRoy T. Carlson, Jr. (1) 8,400 *
Letitia G. C. Carlson -- --
Walter C. D. Carlson 2,001 *
Michael K. Chesney -- --
George L. Dienes -- --
Sandra L. Helton -- --
C. Theodore Herbert (1) -- --
Rudolph E. Hornacek -- --
Michael G. Hron (1) -- --
Donald C. Nebergall -- --
H. Donald Nelson -- --
Peter L. Sereda -- --
George W. Off 1,000 *
Martin L. Solomon -- --
Mark A. Steinkrauss 500 --
Murray L. Swanson 10,100 *
Edward W. Towers -- --
Herbert S. Wander -- --
Donald W. Warkentin 133,704 *
Byron A. Wertz -- --
Gregory J. Wilkinson -- --
--
----------------------- -------------------
Total 156,948 *
======= =======
---------------
* Less than 1%
1 Messrs. Carlson, Jr., Herbert and Hron are members of the investment
management committee of the Telephone and Data Systems, Inc., Tax-Deferred
Savings Plan (the "Plan"). As of the latest practicable date for which
information was available, the Plan was the record holder of 281,828 Aerial
Communications, Inc. Common Shares. In accordance with the position of the SEC's
Division of Corporation Finance, such persons may be deemed to beneficially own
Common Shares held by the Plan because they may be deemed to have investment or
voting power over such shares. Such persons disclaim beneficial ownership of
such shares, except as reported herein.
<PAGE>
