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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): February 24, 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 February 24, 2000, VoiceStream Wireless Corporation, Omnipoint
Corporation, and Aerial Communications, Inc., a subsidiary of Telephone and Data
Systems, Inc. announced that their shareholders have overwhelmingly approved the
mergers between VoiceStream and Omnipoint and VoiceSteam and Aerial.
This Current Report on Form 8-K is being filed for the purpose of
filing the news release issued by the Company relating to such announcement as
an exhibit.
Item 7. Financial Statements and Exhibits
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( c) Exhibits
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: February 28, 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 announcing the VoiceStream,
Omnipoint, and Aerial shareholders approval
of Merger dated February 24, 2000.
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EXHIBIT 99.1
Contacts: VoiceStream Wireless Omnipoint Communications Corp.
Ken Prussing Laura Knight
(877) 853-8682 (301) 951-2517
[email protected] [email protected]
Aerial Communications, Inc. Telephone & Data Systems, Inc.
Clarke Smith Mark Steinkrauss
(773) 399-4367 (312) 630-1900
[email protected] [email protected]
VoiceStream, Omnipoint, and Aerial Shareholders Approve
Merger
February 24, 2000 - Bellevue, Washington - Bethesda, Maryland - Chicago,
Illinois - VoiceStream Wireless Corporation [NASDAQ: VSTR], Omnipoint
Corporation [NASDAQ: OMPT] and Aerial Communications, Inc., [NASDAQ: AERL], a
subsidiary of Telephone and Data Systems Inc. [AMEX: TDS] today announced that
their shareholders have overwhelmingly approved the mergers between VoiceStream
and Omnipoint and VoiceStream and Aerial.
The VoiceStream/Omnipoint/Aerial combination will create one of the largest GSM
companies worldwide with more than 200 million licensed pops. The combined
company will be one of the largest wireless providers in the U.S., with a
footprint that will place its services within the reach of most Americans.
"We are excited about the shareholder vote and appreciate their support of our
management team." said John W. Stanton, chairman and chief executive officer of
VoiceStream Wireless. "The combination of VoiceStream, Omnipoint, and Aerial
brings together three major providers of GSM (Global System for Mobile
Communications) in the United States making the combined company one of the
largest licensees in the world employing GSM technology."
Douglas G. Smith, Omnipoint's chairman, president, and CEO said, "This historic
vote will create a national wireless company and provide the springboard for
enormous future growth."
LeRoy T. Carlson, Jr., Aerial's chairman said, "We are very pleased that Aerial
shareholders have voted overwhelmingly to approve the merger of Aerial with
VoiceStream Wireless Communications. We feel certain that this merger will
increase shareholder value at both Aerial and VoiceStream."
Don W. Warkentin, Aerial's president added, "Aerial customers will benefit from
the merger which will allow them to continue to enjoy the benefits and features
of GSM service from a very strongly positioned and the only national GSM
carrier."
VoiceStream Vote
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VoiceStream received all requisite shareholder approvals as the shareholders
overwhelmingly approved the mergers with Omnipoint and Aerial.
Omnipoint Merger
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Omnipointreceived all requisite shareholder approvals as shareholders
overwhelmingly approved the merger with VoiceStream. The VoiceStream/Omnipoint
merger is expected to close shortly.
Aerial Merger
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Aerial received all requisite shareholder approvals as shareholders
overwhelmingly approved the merger with VoiceStream.
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The Aerial/VoiceStream merger is anticipated to close in the second quarter of
2000. Although there were no petitions to deny the merger, it is still subject
to approval by the Federal Communications Commission which is expected to rule
shortly.
Background Information
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VoiceStream Wireless Corp. is a leading provider of wireless communications
services in the western United States including Denver, Phoenix, Seattle, Salt
Lake City, and Portland. VoiceStream Wireless currently provides personal
communications service using the globally dominant GSM technology in eleven U.S.
markets. In conjunction with joint ventures, VoiceStream currently provides PCS
service in four additional markets. Additionally, Hutchison Whampoa Limited, a
conglomerate headquartered in Hong Kong, is a strategic partner and major
shareholder of VoiceStream. Goldman, Sachs & Co. acted as advisor to VoiceStream
Wireless.
Founded in 1987, Omnipoint is a leader in commercializing PCS. Omnipoint
currently provides advanced wireless communications services in the eastern
United States, including New York, Philadelphia, Boston, Miami, plus midwest
markets including Detroit and Indianapolis. Omnipoint Technologies, Inc. is a
leading developer and supplier of wireless communication technologies, products
and engineering services. Allen & Company and Lehman Brothers acted as advisors
to Omnipoint Corporation.
Aerial Communications, headquartered in Chicago, provides PCS service using GSM
technology in licensed areas that comprise 27.5 million of the U.S. population.
Aerial's markets include Columbus, Ohio; Houston, Minneapolis, Kansas City,
Pittsburgh and Tampa/Orlando/St. Petersburg. Through its roaming partners,
Aerial offers coverage coast-to-coast throughout the U.S. as well as
international roaming with more than 40 wireless partners. Donaldson, Lufkin &
Jenrette acted as advisor to Aerial Communications. Wasserstein Perella acted as
advisor to the Aerial Communications Special Committee of independent directors.
Except for the historical and factual information presented, other information
set forth in this news release represents forward-looking statements, including
all statements about companies' plans, beliefs, estimates and expectations.
These statements are based on current estimates and projections, which involve
certain risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. Important factors that
may affect these forward-looking statements include, but are not limited to:
appropriate regulatory approval; conditions in the capital markets and
availability of future financing; changes in the overall economy; changes in
competition in the markets in which the companies operate; changes in the
telecommunications regulatory environment; pending and future litigation;
unanticipated changes in growth in cellular and PCS customers, penetration
rates, churn rates and the mix of products and services offered. Investors are
encouraged to consider these and other risks and uncertainties that are
discussed in documents filed by VoiceStream Wireless, Omnipoint, TDS and Aerial
Communications with Securities and Exchange Commission.
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