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. 2)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)
September 17, 1999
-------------------------------------------------------
(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 9 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
7 SOLE VOTING POWER - 78,176,909
shares - Includes 52,924,151 Series
A Common Shares which have fifteen
votes per share on all matters and
are convertible on a share-for-share
basis into Common Shares and
25,252,758 Common Shares. See Item
5 for further explanation. See also
NUMBER OF Item 4.
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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 60.8% of the outstanding Common Shares of
the Issuer for a combined total of approximately 82.8% 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 31,930,588 Common Shares and 40,000,000 Series A Common Shares
outstanding on September 17, 1999 and 9,575,849 Common Shares and 12,924,151
Series A Common Shares issuable pursuant to the Debt/Equity Replacement
Agreement and Settlement Agreement and Release referred to herein.
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 007655103 13D Page 3 of 9 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) o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER - 78,176,909
shares - Includes 52,924,151 Series
A Common Shares which have fifteen
votes per share on all matters and
are convertible on a share-for-share
basis into Common Shares and
25,252,758 Common Shares. See Item 5
for further explanation. See also
Item 4.
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 60.8% of the outstanding
Common Shares of the Issuer for a combined total of approximately
82.8% 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 31,930,588 Common Shares and 40,000,000 Series A Common Shares
outstanding on September 17, 1999 and 9,575,849 Common Shares and 12,924,151
Series A Common Shares issuable pursuant to the Debt/Equity Replacement
Agreement and Settlement Agreement and Release referred to herein.
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 4 of 9 Pages
This Amendment Number 2 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" and, together with the Common Shares,
"Common Stock"), 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,
and Series A 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 established 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 (5)
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 (5)
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.
--------------------------------------------------
See Item 4.
Item 4. Purpose of Transaction.
----------------------
As previously reported, on December 18, 1998, TDS announced that it was
pursuing a tax-free spin-off of its interest in the Issuer, as well as reviewing
other alternatives.
On September 20, 1999, TDS and the Issuer announced that they had
entered into an Agreement and Plan of Reorganization with VoiceStream Wireless
Corporation ("VoiceStream") , VoiceStream Wireless Holding Corporation
("Holding" and, together with VoiceStream, "Parent"), and a subsidiary of
Holding ("Merger Sub C"), pursuant to which Merger Sub C will merge with and
into the Issuer, with the Issuer surviving the merger (the "Reorganization").
In the Reorganization, each outstanding share of Common Stock of the Issuer,
including all shares of Common Stock beneficially owned by TDS, will be
converted into the right to receive 0.455 shares of common stock of Parent
("Parent
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 5 of 9 Pages
Common Stock"). Based on this exchange ratio, and considering the issuance of
19,090,909 additional shares of Issuer Common Stock to TDS as described below,
TDS would receive, in the Reorganization, an aggregate of 35,570,493 shares of
Parent Common Stock in exchange for an aggregate of 78,176,909 shares of Issuer
Common Stock. This exchange ratio may be adjusted under certain circumstances.
Alternatively, shareholders of the Issuer other than TDS or Sonera Ltd. will
have the option to elect to receive $18.00 in cash for each Common Share.
In connection with the Reorganization, TDS entered into a Stockholder
Agreement with VoiceStream and Holding pursuant to which, among other things,
TDS agreed to vote in favor of the Reorganization at a stockholders meeting of
the Issuer called for that purpose, and against other competing transactions.
Pursuant to a Debt/Equity Replacement Agreement among the Company,
Aerial Operating Company, Inc, ("AOC"), TDS and Parent, as supplemented by a
Settlement Agreement and Release among Sonera, Ltd. Sonera Corporation U.S.,
TDS, the Company and AOC, which were entered into contemporaneously with the
execution of the Agreement and Plan of Reorganization, $420 million of
additional equity of the Company will be issued to TDS and $230 million of
additional equity of the Company and/or AOC will be issued to Sonera, at an
equivalent price of $22.00 per share of Company Common Stock. Accordingly, the
Company will issue to TDS 19,090,909 additional shares of Company Common Stock
on November 1, 1999.
Under a Parent Stockholder Agreement (the "Parent Stockholder
Agreement"), entered into in connection with the Reorganization Agreement, among
the Issuer, Parent, TDS and certain stockholders of Parent (identified on the
signature page to the Parent Stockholder Agreement) (the "Parent Stockholders"),
the Parent Stockholders and TDS have agreed to enter into a Voting Agreement
(together with the stockholders of Omnipoint Corporation if Parent acquires
Omnipoint Corp. and such stockholders agree to enter into such agreement) on
terms mutually agreeable to the parties thereto, which will provide that the
parties thereto will vote their shares of Parent Common Stock for the election
to the board of directors of Parent in the manner specified in such Voting
Agreement. The Parent Stockholders and TDS have agreed that the Voting Agreement
shall provide, among other things, that so long as TDS beneficially owns at
least 4,500,000 shares of Parent Common Stock, one member of the Parent board of
directors shall be an individual designated by TDS (the "TDS Designee"), except
that the TDS Designee may not be an officer, director, management level employee
or affiliate of TDS, or of any person in which TDS or any affiliate of TDS has
an "attributable interest" (as defined by applicable FCC rules and regulations);
provided, however, that Parent shall have the right to approve the TDS Designee,
which approval shall not be unreasonably withheld; and provided further,
however, that if TDS owns more than 9,800,000 shares of Parent Common Stock and
Sonera Ltd. and its affiliates own less than 4,500,000 shares of Parent Common
Stock, then TDS shall have the right to two TDS Designees as directors of
Parent.
At the closing of the Reorganization, pursuant to the Agreement and
Plan of Reorganization, TDS and Parent will enter into an Investor Agreement
which will limit certain actions by TDS as a stockholder of Parent for a period
of five (5) years. Subject to certain exceptions, TDS will agree not to (i)
acquire any additional shares of Parent Common Stock which would cause TDS to
own in excess of 24.9% of the voting securities of Parent (except that this
percentage will be 28% if the Reorganization occurs at a time that the
Omnipoint-VoiceStream Reorganization has not occurred); (ii) solicit proxies for
shares of Parent Common Stock or participate in an election contest; or (iii)
join a group or take any action to initiate, encourage or otherwise facilitate a
tender or exchange offer for Parent which would result in change of control of
Parent. In addition, TDS would agree to certain restrictions on its ability to
transfer its shares of Parent Common Stock. In particular, if TDS sells Parent
Common Stock, it would agree to take reasonable care to preclude the acquisition
of more than 5% of the voting power of the Parent Common Stock by any person or
group, except Sonera Ltd. and certain other affiliated parties.
Pursuant to the Stockholder Agreement, at the closing of the
Reorganization, TDS and Parent will enter into a Registration Rights Agreement
pursuant to which TDS will receive demand and piggyback registration rights for
the shares of Parent common stock received by TDS in the Reorganization. The
Registration Rights Agreement will permit four (4) demand registration rights
(one every nine (9) months) and permit unlimited piggyback registration rights.
The registration rights would survive only as long as TDS is unable to sell the
shares of Parent common stock without registration.
The foregoing descriptions of the above agreements is subject to, and
qualified in their entirety by reference to, the text of such agreements, which
are incorporated by reference as exhibits hereto.
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 6 of 9 Pages
Item 5. Interest in Securities of the Issuer.
------------------------------------
(I) TDS.
---
(a) As of September 17, 1999, TDS may be deemed to
beneficially own, pursuant to Rule 13d- 3(d)(1)(i),
an aggregate of 78,176,909 shares of common stock of
the Issuer. This includes 25,252,758 Common Shares
and 52,924,151 Series A Common Shares.
(b) (i) Sole Power to Vote or Direct the Vote:
-------------------------------------
TDS is the direct beneficial owner of
25,252,758 Common Shares and 52,924,151
Series A Common Shares of the Issuer
representing approximately 82.8% of all
classes of common stock of the Issuer. The
Series A Common Shares have fifteen (15)
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 25,252,758
Common Shares and 52,924,151 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 25,252,758
Common Shares and 52,924,151 Series A Common
Shares, representing approximately 82.8% 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 (60)
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.
(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 (60)
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.
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 7 of 9 Pages
(e) Not applicable.
(III) The Voting Trust.
----------------
(a) As of September 17, 1999, pursuant to Rule
13d-3(d)(1)(i), the Voting Trust may be deemed to
beneficially own an aggregate of 78,176,909 shares of
common stock of the Issuer. This includes 25,252,758
Common Shares and 52,924,151 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
6,355,216 Series A Common Shares of TDS,
representing approximately 91.4% of the
outstanding TDS Series A Common Shares, and
approximately 51.2% of the combined voting
power of TDS Series A Common Shares and TDS
Common Shares.2 Therefore, the Voting Trust
may be deemed to 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 deemed ability to
direct a majority of the combined voting
power of TDS, the Voting Trust trustees
share the power to direct the disposition of
25,252,758 Common Shares and 52,924,151
Series A Common Shares of the Issuer,
representing 82.8% 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 (60)
days in Common Shares or Series A Common Shares of
the Issuer by the Voting Trust except to the extent
disclosed herein.
(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.
-------------------------
See Item 4.
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 6,355,216 TDS
Series A Common Shares
- ------------------------------------
2 Based on 54,500,433 Common Shares of TDS and 6,954,058 Series A Common Shares
outstanding on August 31, 1999.
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 8 of 9 Pages
held in the Voting Trust, representing 91.4% of the outstanding TDS Series A
Common Shares, and approximately 51.2% of the combined voting power of the TDS
Series A Common Shares and TDS Common Shares. Therefore, the Voting Trust
trustees may be deemed to 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.
--------------------------------
1. Agreement and Plan of Reorganization dated as of September 17,
1999, among VoiceStream, Holding, Sub, the Issuer and TDS*
2. Stockholder Agreement dated as of September 17, 1999, among
TDS, VoiceStream and Holding *
3. Parent Stockholder Agreement dated as of September 17, 1999,
among the Issuer, TDS, VoiceStream and Holding and certain
stockholders of VoiceStream*
4. Debt/Equity Replacement Agreement dated as of September 17,
1999, among TDS, the Issuer, Aerial Operating Company, Inc.,
VoiceStream and Holding*
5. Settlement Agreement and Release dated as of September 17,
1999, among TDS, the Issuer, Aerial Operating Company, Inc.,
and Sonera, as agreed to by VoiceStream and Holding*
-----------------
* Incorporated herein by reference to the TDS Form 8-K filed on September
28, 1999.
In addition, 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 9 of 9 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 October 4, 1999.
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 2nd 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.
Director of Issuer
(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.
Director and Chairman of Issuer
(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.
Director of Issuer
(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.
Director of Issuer
(d) Citizenship:
-----------
United States
(V) (a) Name:
-----
Walter C.D. Carlson
(b) Business Address:
----------------
Sidley & Austin
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
(c) Present Principal Occupation or Employment:
------------------------------------------
Partner of the law firm of Sidley & Austin
Director of Issuer
(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 7 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:
------------------------------------------
Director Chairman of Telephone and Data Systems, Inc.
Director of Issuer
(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:
------------------------------------------
Director, President and Chief Executive Officer of
Telephone and Data Systems, Inc.
Director and Chairman of Issuer
(d) Citizenship:
-----------
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 2 of 7 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:
-------------------------------------------
Director and Executive Vice President - Finance and
CFO of Telephone and Data Systems, Inc.
Director of Issuer
(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.
Director of Issuer
(d) Citizenship:
-----------
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 3 of 7 of Appendix B
(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
(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:
------------------------------------------
Director and President of TDS Telecommunications
Corporation, a wholly-owned subsidiary of Telephone
and Data Systems, Inc.
Director of Telephone and Data Systems, Inc.
and Issuer
(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:
------------------------------------------
Director and President of Issuer
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 4 of 7 of Appendix B
(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
(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
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 5 of 7 of Appendix B
(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
(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
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 6 of 7 of Appendix B
(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
(XV) (a) Name:
-----
James W. Twesme
(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 - Corporate Finance - Telephone and
Data Systems, Inc.
(d) Citizenship:
------------
United States
(XVI) (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
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 7 of 7 of Appendix B
(XVII) (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
(XVIII) (a) Name:
-----
Michael G. Hron
(b) Business Address:
-----------------
Sidley & Austin
Bank One Plaza
10 South Dearborn Street
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. and
Issuer
(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:
-------------------------------------------
Director, President and Chief Executive Officer of
Telephone and Data Systems, Inc.
Director and Chairman of Issuer
(d) Citizenship:
-----------
United States
(II) (a) Name:
-----
Walter C.D. Carlson
(b) Business Address:
-----------------
Sidley & Austin
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
(c) Present Principal Occupation or Employment:
-------------------------------------------
Partner of the law firm of Sidley & Austin
Director of Telephone and Data Systems, Inc.
and Issuer
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 2 of 2 of Appendix C
(III) (a) Name:
-----
Letitia G.C. Carlson
--------------------
(b) Business Address:
-----------------
7604 Fairfax Road
Bethesda, Maryland 20814
(c) Present Principal Occupation or Employment:
-------------------------------------------
Medical Doctor
Director of Telephone and Data Systems, Inc.
(d) Citizenship:
------------
United States
(IV) (a) Name:
-----
Donald C. Nebergall
(b) Residence Address:
------------------
2919 Applewood Place, N.E.
Cedar Rapids, Iowa 52402
(c) Present Principal Occupation or Employment:
-------------------------------------------
Director of and 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 1,000 *
LeRoy T. Carlson, Jr. (1) 8,400 *
Letitia G. C. Carlson -- --
Walter C. D. Carlson 4,848 *
Michael K. Chesney -- --
George L. Dienes -- --
Sandra L. Helton -- --
C. Theodore Herbert (1) 6,419 *
Rudolph E. Hornacek -- --
Michael G. Hron (1) -- --
Donald C. Nebergall -- --
H. Donald Nelson 200 *
George W. Off 1,000 *
Peter L. Sereda -- --
Martin L. Solomon -- --
Mark A. Steinkrauss 500 --
Murray L. Swanson 10,100 *
Edward W. Towers -- --
James W. Twesme 4,311 *
Herbert S. Wander -- --
Donald W. Warkentin 208,094 *
Byron A. Wertz 300 *
Gregory J. Wilkinson 2,118 *
----------------------- -------------------
Total 247,290 *
------- -----
--------------- ------- -----
* 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>
