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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2000
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Aerial Communications, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware 0-28262 39-1706857
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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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
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 1. Change in Control
On May 4, 2000, pursuant to the terms of an Agreement and Plan of
Reorganization (the "Agreement"), dated as of September 17, 1999, among VS
Washington Corporation, a Washington Corporation formerly known as VoiceStream
Wireless Corporation, VoiceStream Wireless Corporation, a Delaware Corporation
formerly known as VoiceStream Wireless Holding Corporation ("VoiceStream"),
VoiceStream Subsidiary III Corporation, a Delaware Corporation and wholly-owned
subsidiary of VoiceStream ("Sub"), Aerial Communications, Inc., a Delaware
corporation ("Aerial"), and Telephone and Data Systems, Inc., a Delaware
corporation ("TDS"), Sub was merged with and into Aerial. In connection
therewith, each of the outstanding Aerial Common Shares, par value $1.00 per
share, and Aerial Series A Common Shares, par value $1.00 per share, was
converted into .455 of a share of VoiceStream common stock, par value $.001 per
share, and cash in lieu of any fractional shares. Holders of Aerial Common
Shares other than TDS or Sonera Corporation, may, pursuant to the Agreement,
elect to receive $18.00 in cash for each such share held. As a result of the
merger, VoiceStream owns all the outstanding stock of Aerial and the directors
of Sub became the directors of Aerial, the surviving corporation, after the
merger.
Information with respect to arrangements and understandings between
former and new control groups and their associates and with respect to the
transactions contemplated by the Agreement is hereby incorporated by reference
to the Joint Proxy Statement dated January 25, 2000, filed with the Securities
and Exchange Commission on January 25, 2000, which is part of VoiceStream's
Registration Statement on From S-4, File No. 333-89735. Also incorporated by
reference herein is the information set forth in the Voting Agreement, and the
acceptance thereof by TDS, incorporated by reference herein as Exhibits 10.1 and
10.2, respectively.
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Exhibit
Number Description of Exhibit
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10.1 Voting Agreement dated as of February 25, 2000 by and
among VoiceStream and the stockholders set forth on
Schedule I thereto, is hereby incorporated by reference
to Exhibit 6 to the Schedule 13D filed by TDS with
respect to VoiceStream dated May 4, 2000, file number
5-56269.
10.2 Acceptance by TDS of above Voting Agreement, is hereby
incorporated by reference to Exhibit 7 to the Schedule
13D filed by TDS with respect to VoiceStream dated May
4, 2000, file number 5-56269.
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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: May 4, 2000 AERIAL COMMUNICATIONS, INC.
(Registrant)
By: /s/ Alan R. Bender
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Name: Alan R. Bender
Title: Vice President
