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 15, 2000
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Aerial Communications, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-28262 39-1706857
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
8410 West Bryn Mawr, Suite 1100, Chicago, Illinois 60631
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (773) 399-4200
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On March 15, 2000, VoiceStream Wireless Corporation announced that its
subsidiary, VoiceStream Subsidiary IV Corporation, has commenced offers to
purchase for cash any or all of the outstanding Series A Zero Coupon Notes Due
2006 and the Series B Zero Coupon Notes due 2008 of Aerial Communications, Inc.
This Current Report on Form 8-K is being filed for the purpose of
filing the joint news release issued by Aerial and VoiceStream relating to such
announcement as an exhibit.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
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The exhibits accompanying this report are listed in the accompanying
Exhibit Index.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: March 15, 2000 AERIAL COMMUNICATIONS, INC.
(Registrant)
By: /s/ J. Clarke Smith
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J. Clarke Smith
Vice President - Finance and Administration,
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99.1 News release, dated March 15, 2000,
announcing the VoiceStream offers for the
Aerial's Series A and B Zero Coupon Notes.
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EXHIBIT 99.1
JOINT PRESS RELEASE
SUBSIDIARY OF VOICESTREAM WIRELESS CORPORATION COMMENCES OFFERS TO
PURCHASE OUTSTANDING SERIES A ZERO COUPON NOTES DUE 2006 AND SERIES B ZERO
COUPON NOTES DUE 2008 OF AERIAL COMMUNICATIONS, INC.
BELLEVUE, Wash. -- March 15, 2000 -- VoiceStream Wireless Corporation
("VoiceStream") (NASDAQ: VSTR) announced today that its subsidiary, VoiceStream
Subsidiary IV Corporation (the "Offeror"), has commenced offers (the "Offers")
to purchase for cash any or 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), of which $226,245,000 in principal amount at
maturity of the Series A Notes and $219,975,000 in principal amount at maturity
of the Series B Notes is outstanding.
Under the terms of the Offers, the Offeror 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, as
more fully described in the Offer to Purchase and Consent Solicitation Statement
dated March 15, 2000 of the Offeror.
<TABLE>
<CAPTION>
Note/CUSIP Number Principal Earliest Fixed Reference Security Consent
Amount Redemption Date Spread (U.S. Treasury) Payment
------ --------------- ------ ------------------ -------
<S> <C> <C> <C> <C> <C>
Series A Notes $226,245,000 11/1/2001 0.55% 5 7/8% Note due $20.00
CUSIP No. 10/31/2001
029062AA4
Series B Notes $219,975,000 2/1/2003 0.55% 5 1/2% Note due $20.00
CUSIP No. 1/31/2003
007655AA1
</TABLE>
In connection with the Offers, the Offeror is also seeking consents to
certain proposed amendments to the respective indentures under which the Notes
were issued. The purpose of the Offers and Consent Solicitations are to
facilitate a reorganization and related financial restructuring of VoiceStream
and its affiliates, including the merger of Aerial into the Offeror, 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, completion of the Aerial merger and receipt by the Offeror of Consents
to the proposed amendments with respect to each Series of Notes representing not
less than a majority in principal amount at maturity of the outstanding Notes of
such Series.
To receive the total consideration for their Notes, holders must tender
and not withdraw such tender of Notes at or prior to 5:00 p.m., New York City
time, on March 31, 2000 (the "Consent Date"), unless it is extended with respect
to either Series of Notes. The Offer will expire at 5:00 p.m., New York time, on
April 12, 2000 (the "Expiration Date"), unless it is extended. Payment for the
Notes tendered and not withdrawn prior to the Expiration Date will be made in
cash on the payment date, which is expected to be promptly after the
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acceptance date, as more fully described in the Offer to Purchase and Consent
Solicitation Statement. Credit Suisse First Boston will act as Dealer Manager
and as Solicitation Agent for the Solicitation for the Offers and Consent
Solicitations; MacKenzie Partners, Inc. will act as Information Agent; and Bank
One Trust Company, N.A. will act as Depositary.
Additional information concerning the terms of the Offer 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, 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, Ohio; Houston, Minneapolis,
Kansas City, Pittsburgh and Tampa/Orlando/St. Petersburg. Aerial offers coverage
coast-to-coast throughout the U.S. 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 Solicitation are made solely by the Offer to Purchase and Consent
Solicitation Statement dated March 15, 2000 by the Offeror.
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