FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2000
--------------
Aerial Communications, Inc.
---------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-28262 39-1706857
-------- ------- ----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Idenification No.)
incorporation)
8410 West Bryn Mawr, Suite 1100, Chicago, Illinois 60631
------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (773) 399-4200
Not Applicable
--------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
-------------
On March 31, 2000, VoiceStream Wireless Corporation announced that its
subsidiary, VoiceStream Subsidiary IV Corporation, has received tenders and
Consents from holders of all the outstanding Series A Zero Coupon Notes Due 2006
and the Series B Zero Coupon Notes due 2008 of Aerial Communications, Inc., in
connection with its previously announced tender offers and consent
solicitations.
This Current Report on Form 8-K is being filed for the purpose of
filing the joint news release issued by VoiceStream and Aerial relating to such
announcement as an exhibit.
Item 7. Financial Statements and Exhibits
---------------------------------
(c) Exhibits
--------
The exhibits accompanying this report are listed in the accompanying
Exhibit Index.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: April 4, 2000 AERIAL COMMUNICATIONS, INC.
(Registrant)
By: /s/ J. Clarke Smith
-------------------------------------------
J. Clarke Smith
Vice President - Finance and Administration,
Chief Financial Officer and Treasurer
3
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
99.1 News release, dated March 31, 2000,
announcing the receipt of tender and
Consents from the holders of Aerial's Series
A and B Zero Coupon Notes in connection with
the previously announced tender offers and
consent solicitations.
4
EXHIBIT 99.1
JOINT PRESS RELEASE
SUBSIDIARY OF VOICESTREAM WIRELESS CORPORATION ANNOUNCES RECEIPT OF
TENDERS AND CONSENTS FROM ALL OF THE OUTSTANDING SERIES A ZERO COUPON NOTES DUE
2006 AND SERIES B ZERO COUPON NOTES DUE 2008 OF AERIAL COMMUNICATIONS, INC.
MARCH 31, 2000 - BELLEVUE, WA. -- VoiceStream Wireless Corporation
("VoiceStream") (NASDAQ: VSTR) announced today that its subsidiary, VoiceStream
Subsidiary IV Corporation ("VSIV"), has received tenders and Consents from
holders of all of the outstanding Series A Zero Coupon Notes Due 2006 (the
"Series A Notes") and the Series B Zero Coupon Notes due 2008 (the "Series B
Notes") (together, the "Notes") of Aerial Communications, Inc. ("Aerial"),
(NASDAQ: AERL), in connection with its previously announced tender offers and
consent solicitations.
As previously announced, VSIV made offers ("Offers") to purchase for
cash any or all of the outstanding Series A Notes and Series B Notes. Under the
terms of the Offers, VSIV will purchase the outstanding Notes at an amount, per
$1,000 principal amount at maturity of Notes tendered pursuant to the Offers,
equal to the present value on the payment date of the applicable earliest
redemption price of the Notes as of the applicable earliest redemption date
discounted at a yield equal to the sum of (i) the yield on particular reference
Treasury securities plus (ii) a fixed spread of 55 basis points (the "Total
Consideration"), as more fully described in the Offer to Purchase and Consent
Solicitation Statement dated March 15, 2000 of VSIV.
In connection with the Offers, VSIV also sought Consents to certain
Proposed Amendments to the respective Indentures under which the Notes were
issued. The purpose of the Offers and Consent Solicitations is to facilitate a
reorganization and related financial restructuring of VoiceStream and its
affiliates, including the merger of Aerial into a subsidiary of VoiceStream,
which will result in Aerial becoming a wholly-owned subsidiary of VoiceStream.
The Offers and acceptance of the Notes for payment are conditioned upon, among
other things, the completion of such merger and reorganization.
To receive the Total Consideration for their Notes, holders were
required to have tendered Notes and delivered Consents at or prior to 5:00 p.m.,
New York City time, on March 31, 2000. As of such date and time, VSIV received
tenders and Consents from holders of all of the Notes. Accordingly, a
Supplemental Indenture with respect to each Series of Notes was executed and the
Proposed Amendments to each Indenture became effective and will become operative
upon acceptance by VSIV of the tendered Notes with respect to the applicable
Series, as more fully described in the Offer to Purchase and Consent
Solicitation Statement.
The Offers will expire at 5:00 p.m., New York City time, on April 12,
2000 (the "Expiration Date"), unless they are extended. Payment for the Notes
tendered prior to the Expiration Date will be made in cash on the payment date,
which is expected to be promptly after the acceptance date, as more fully
described in the Offer to Purchase and Consent Solicitation Statement. Credit
Suisse First Boston is acting as Dealer Manager and Solicitation Agent for the
Offers and Consent Solicitations; MacKenzie Partners, Inc. is acting as
Information Agent; and Bank One Trust Company, N.A. is acting as Depositary.
1
<PAGE>
Additional information concerning the terms of the Offers and Consent
Solicitations may be obtained from Credit Suisse First Boston at 1-800-820-1653.
Copies of the Offer to Purchase and Consent Solicitation Statement and related
documents may be obtained from MacKenzie Partners, Inc. at 212-929-5500 or
800-322-2885.
VoiceStream Subsidiary IV Corporation is a wholly-owned subsidiary of
VoiceStream Wireless Corporation, which is a leading provider of personal
communications services through technology based on the wireless communications
standard known as Global System for Mobile Communications, commonly known as
GSM. VoiceStream's licenses, together with licenses held by joint ventures in
which it is an investor, cover 17 of the 25 largest markets in the continental
United States and over 193 million persons.
Aerial Communications, Inc., headquartered in Chicago, holds licenses
to provide fully digital PCS service in areas covering 27.5 million persons of
the U.S. population. Aerial's markets include Columbus, Houston, Minneapolis,
Kansas City, Pittsburgh and Tampa/Orlando/St. Petersburg. Aerial offers coverage
coast-to-coast throughout the United States as well as international roaming
with more than 75 wireless partners. Aerial's web site is www.aerial.com.
This press release does not constitute an offer to purchase the Notes
or a solicitation of consents to amend the related Indentures. The Offers and
the Consent Solicitations are made solely by the Offer to Purchase and Consent
Solicitation Statement dated March 15, 2000, as the same may be supplemented
from time to time.
2
