UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Aerial Communications, Inc.
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(Name of Issuer)
Common Shares, $1.00 par value per share
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(Title of Class of Securities)
007655 10 3
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(CUSIP Number)
Maire Laitinen
Sonera Corporation
Teollisuuskatu 15
P.O. Box 106, FIN-00051
Helsinki, Finland
+358-204-01
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a copy to:
Richard M. Stolbach, Esq.
Patton Boggs LLP
2550 M Street, NW
Washington, DC 20037
(202) 457-6000
November 1, 1999
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following: [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits, should be filed with the
Commission. See Rule 13d-7 for other parties to whom copies are to be sent.
*The 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.
The 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 ("Exchange Act") or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of the Exchange
Act (however, see the Notes to Schedule 13D).
Page 1 of 9
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CUSIP No. 007655 10 3 SCHEDULE 13D Page 2 of 9 Pages
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1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sonera Corporation
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
WC
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Finland
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NUMBER OF 7) SOLE VOTING POWER
SHARES 3,409,091
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8) SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9) SOLE DISPOSITIVE POWER
WITH 3,409,091
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10) SHARED DISPOSITIVE POWER
0
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,409,091
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
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14) TYPE OF REPORTING PERSON
CO
Page 2 of 9
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Schedule 13D
Aerial Communications, Inc.
This Statement on Schedule 13D is filed by Sonera Corporation (the
"Reporting Person" or "Sonera").
Item 1. Security and Issuer.
This Statement relates to the common shares, $1.00 par value
per share (the "Common Shares") of Aerial Communications, Inc. (the "Company").
The address of the principal executive office of the Company is 8410 West Bryn
Mawr, Suite 1100, Chicago, Illinois 60631.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed by Sonera, a Finnish
limited liability company. The members of the supervisory board of Sonera, and
their principal occupation or employment, are:
<TABLE>
<CAPTION>
Name Principal Occupation
---- --------------------
<S> <C>
Pauli Saapunki, chairman................ Member of Parliament
Minna Karhunen, vice chairman........... Journalist
Aapo Saari.............................. Farmer
Liisa Hyssala........................... Member of Parliament
Pirjo-Riitta Antvuori................... Member of Parliament
Olavi Tonteri........................... Colonel, Finnish Defense Forces
Leenamaija Otala........................ Docent, Pro Competence Oy
Tuomas Harpf............................ Managing Director, Suomen Viestintarahoitus Oy
Arja Alho............................... Master of Political Science
Reino Ojala............................. Special Advisor
Helena Vartiainen....................... Chairman of City Council
Tarja Cronberg.......................... Executive Director, Council of North Karelia region
Tapio Hintikka.......................... President and CEO, Oyj Hackman Abp
Raimo Kantola........................... Professor, Helisinki University of Technology
Tarmo Eskola ........................... IT Director, UPM-Kymmene Corporation
Ritva Rastimo........................... Managing Director, Espoo Chamber of Commerce
Max Mickelsson.......................... Secretary General for the Parliamentary Group of
the National Coalition Party
Erik Lindfors........................... Secretary, Metal Workers' Union
Max Arhippainen......................... Senior Economist, Pellervo Economic Research Institute
Bjarne Kallis........................... Member of Parliament
</TABLE>
Page 3 of 9
<PAGE>
The members of the board of directors of Sonera and their
principal occupation or employment are:
<TABLE>
<S> <C>
Markku Talonen.......................... Chairman
Liisa Joronen........................... Vice Chairman
Kalevi Alestalo......................... Director
Reijo Sulonen........................... Director
Tapio Vaahtokivi........................ Director, employee representative
Kari Vilkman............................ Director, employee representative
</TABLE>
Markku Talonen has been the chairman of the board of directors
of Sonera since 1998, and, prior to the demerger, was the chairman of the board
of directors of PT Finland. In addition, Mr. Talonen is the president and CEO of
Orion Corporation.
Liisa Joronen has been the vice chairman of the board of
directors of Sonera since 1998, and, prior to the demerger, was a member of the
board of directors of PT Finland. In addition, Ms. Joronen is the chairman of
the board of directors of SOL Corporation and a member of the supervisory boards
of Merita Bank plc and llmarinen Mutual Pension Insurance Company.
Kalevi Alestalo has been a member of the board of directors of
the Sonera since 1998. Mr. Alestalo is the consultant counselor of the Ministry.
Reijo Sulonen has been a member of the board of directors of
Sonera since 1998, and, prior to the demerger, was a member of the board of
directors of PT Finland. Mr. Sulonen serves as a professor at the Helsinki
University of Technology. In addition, he is a member of the Boards of Directors
of a number of Finnish information and other technology related companies.
Tapio Vaahtokivi has been an employee representative in the
board of directors of Sonera since 1998, and, prior to the demerger, was an
employee representative in the board of directors of Telecom Finland. Mr.
Vaahtokivi is the chairman of Telecommunications Union, a labor union for
telecommunications employees.
Kari Vilkman has been an employee representative in the board
of directors of Sonera since 1998, and, prior to the demerger, was an employee
representative in the board of directors of Telecom Finland.
The executive officers of Sonera are:
<TABLE>
<S> <C>
Aulis Salin............................. President and chief executive officer
Aimo Eloholma........................... Executive vice president
Matti Makkonen.......................... Executive vice president
Kaj-Erik Relander....................... Executive vice president
Juha Varelius........................... Executive vice president
</TABLE>
Page 4 of 9
<PAGE>
Aulis Salin is the president and the chief executive officer
of Sonera. Mr. Salin joined Sonera in 1962 and he has held positions in various
departments.
Aimo Eloholma is the executive vice president of Sonera
responsible for corporate planning. Mr. Eloholma joined Sonera in 1974 and he
has held a number of positions in various fields of operation, including data
communications, business development and sales and marketing.
Matti Makkonen is the executive vice president of Sonera
responsible for its mobile communications operations. Mr. Makkonen joined Sonera
in 1976 and he has held a number of positions within the mobile communications
operations.
Kaj-Erik Relander is the executive vice president and chief
financial officer of Sonera responsible for its international operations. Prior
to joining Sonera in 1994, Mr. Relander worked for SITRA, a Finnish private
equity fund.
Juha Varelius is the executive vice president of Sonera
responsible for media services. Mr. Varelius joined Sonera in 1993 and has held
a number of positions within media services.
(b), (c) and (f) The address of Sonera and its supervisors,
directors and executive officers is Teollisuuskatu 15, P.O. Box 106, FIN-00051,
Helsinki, Finland. Sonera is a limited liability company organized under the
laws of the Republic of Finland. Each supervisor, director and executive officer
of Sonera is a citizen of the Republic of Finland. Sonera's principal business
is telecommunications.
(d) and (e) During the past five years, none of the Reporting
Person or its supervisors, directors or executive officers have been convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or been 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.
The source of the funds used by Sonera to purchase the
securities of the Company was working capital. The amount of funds used by
Sonera to purchase the securities was $75 million.
Item 4. Purpose of the Transaction.
The Reporting Person acquired its securities for investment
purposes. The Reporting Person may acquire or dispose of securities of the
Company, including shares of Common Stock, directly or indirectly, in
open-market or privately negotiated transactions, depending upon the evaluation
of the performance and prospects of the Company by the
Page 5 of 9
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Reporting Person and upon other developments and circumstances, including, but
not limited to, general economic and business conditions and stock market
conditions.
Except for the foregoing and as disclosed below, the Reporting
Person does not have any present plans or proposals which relate to or would
result in any of the following actions or events:
o the acquisition by any person of additional securities of
the Company or the disposition of securities of the
Company;
o an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any
of its subsidiaries;
o a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
o any change in the present board of directors or management
of the Company, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the board;
o any material change in the present capitalization or
dividend policy of the Company;
o any other material change in the Company's business or
corporate structure;
o changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
o causing a class of securities by the Company to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
o a class of equity securities of the Company becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or
o any action similar to any of those enumerated above.
On September 20, 1999, the Company announced that its board of
directors unanimously approved a definitive agreement (the "Aerial
reorganization") to merge with VoiceStream Wireless Corporation ("VoiceStream").
VoiceStream and the Company are expected to enter into a merger in which
VoiceStream will exchange 0.455 shares of VoiceStream common stock for each of
the Company's Common Shares and Series A Common Shares. Company public
shareholders will have a right to elect to receive $18 in cash in lieu of shares
of VoiceStream.
Page 6 of 9
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Item 5. Interest in Securities of Issuer.
(a) Sonera is the beneficial owner of 3,409,091 shares (8.2%)
of the outstanding Common Shares. Sonera also owns 2,826,037 shares of common
stock of Aerial Operating Company, a subsidiary of the Company, which, in the
aggregate, is convertible upon the occurrence of certain conditions into
19,016,939 Common Shares of the Company. In addition as described below, the
Aerial Operating Company common stock held by Sonera will be exchanged for
Common Shares of the Company immediately prior to the closing of the Aerial
reorganization.
The number of shares beneficially owned by the Reporting
Person and the percentage of outstanding shares represented thereby have been
computed in accordance with Rule 13d-3 under the Exchange Act. There were
41,804,135 Common Shares of the Company outstanding as of November 1, 1999 as
reported in the Company's Quarterly Report on Form 10-Q.
(b) Sonera has the sole power (i) to vote or to direct the
voting of and (ii) to dispose and to direct the disposition of the 3,409,091
Common Shares beneficially owned by it.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Pursuant to the settlement agreement and release (described
below), on November 1, 1999, Sonera invested an aggregate of $230 million in the
Company and Aerial Operating Company at an equivalent price of $22.00 per Common
Share of the Company. In this transaction, (1) the Company issued to Sonera
3,409,091 Common Shares in consideration for $75 million, and (2) Aerial
Operating Company issued to Sonera 1,046,999 shares of Aerial Operating Company
common stock in consideration for $155 million.
On September 17, 1999, Sonera entered into a settlement
agreement and release with the Company, Aerial Operating Company and Telephone &
Data Systems, Inc. ("TDS") pursuant to which disputes between Sonera and the
Company were settled. During June and July, 1999, the Company notified Sonera on
three occasions alleging that Sonera was required under the original purchase
agreement to surrender shares of Aerial Operating Company common stock for
cancellation. In July 1999, Sonera notified the Company of its refusal to
surrender for cancellation such disputed shares. Under the settlement agreement
and release, Sonera agreed to surrender for cancellation 317,108 shares of
Aerial Operating Company common stock, representing one-half of the 634,216
disputed shares without releasing its claims with respect to such surrendered
shares.
Page 7 of 9
<PAGE>
Upon satisfaction of all of the conditions to closing the
Aerial reorganization, the remaining 317,108 shares of Aerial Operating Company
common stock will be surrendered for cancellation immediately prior to the
closing of the Aerial reorganization. At the closing of the Aerial
reorganization, Sonera, on the one hand, and each of TDS, the Company, Aerial
Operating Company, VoiceStream and VoiceStream Holdings, on the other hand, will
release each other from all claims by Sonera to all of the disputed shares and,
subject to exceptions, will extend such release to actions occurring through the
date of the closing of the Aerial reorganization. Also at the closing of the
Aerial reorganization, each of the following agreements entered into in
connection with Sonera's original investment in Aerial Operating Company will be
terminated: (1) the purchase agreement, (2) the investment agreement, (3) the
registration rights agreement; (4) the management side letter, (5) the joint
venture agreement and (6) the supplemental agreement.
Under the settlement agreement and release, Sonera has
exercised its tag-along right in connection with the Aerial reorganization. As a
result, immediately prior to the closing of the Aerial reorganization, Sonera
will exchange 2,826,037 shares of Aerial Operating Company common stock for
Common Shares based on the exchange rate provided in the investment agreement
and after taking into account the cancellation of all of the disputed shares as
indicated above. Sonera is not obligated to make this exchange unless and until
all conditions to the closing of the Aerial reorganization have been satisfied
or waived. Reference is made to the full text of such agreement which is filed
as Exhibit A hereto.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Settlement Agreement and Release by and among
Sonera Corporation, Aerial Communications, Inc., Aerial Operating Company and
Telephone & Data Systems, Inc. (Incorporated herein by reference to Exhibit 99.7
of the Telephone & Data Systems, Inc. Form 8-K filed with the Securities and
Exchange Commission on September 28, 1999).
Page 8 of 9
<PAGE>
Signature
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: January 5, 2000 SONERA CORPORATION
By: /s/ Maire Laitinen
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Maire Laitinen
General Counsel
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