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): April 10, 2000
--------------
Aerial Communications, Inc.
---------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-28262 39-17006857
-------- ------- -----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification 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 April 10, 2000, VoiceStream Wireless Corporation announced that its
subsidiary, VoiceStream Subsidiary IV Corporation, has extended the Expiration
Date for its previously announced tender offers for any and all of the
outstanding Series A Zero Coupon Notes Due 2006 and the Series B Zero Coupon
Notes due 2008 of Aerial Communications, Inc. The Expiration Date was extended
from April 12, 2000 to May 4, 2000.
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 10, 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 April 10, 2000,
announcing the extension of the Expiration
Date of the tender offers for any and all of
Aerial's Series A and B Zero Coupon Notes.
4
EXHIBIT 99.1
JOINT PRESS RELEASE
SUBSIDIARY OF VOICESTREAM WIRELESS CORPORATION ANNOUNCES EXTENSION OF
EXPIRATION DATE FOR TENDERS FOR THE SERIES A ZERO COUPON NOTES DUE 2006 AND
SERIES B ZERO COUPON NOTES DUE 2008 OF AERIAL COMMUNICATIONS, INC.
APRIL 10, 2000 - BELLEVUE, WA. --VoiceStream Wireless Corporation
("VoiceStream") (NASDAQ: VSTR) announced today that its subsidiary, VoiceStream
Subsidiary IV Corporation ("VSIV"), has extended the Expiration Date for its
previously announced tender offers ("Offers") for any and 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). The Expiration Date was
extended from April 12, 2000 to May 4, 2000.
On March 15, 2000, VSIV made the Offers to purchase for cash any or all
of the outstanding Series A Notes and Series B Notes. In connection with the
Offers, VSIV also sought consents ("Consent Solicitations") to certain Proposed
Amendments to the respective Indentures under which the Notes were issued. As
previously announced, as of March 31, 2000, VSIV received tenders and consents
from holders of all of the Notes.
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.
As extended, the Offers will expire at 9:00 a.m., New York City time,
on May 4, 2000, unless further extended. The consideration for the Notes will be
determined as of 2:00 p.m. on the Price Determination Date, which is expected to
be May 2, 2000. The amount of the consideration for the Notes is expected to be
announced by press release no later than 9:00 a.m. on May 3, 2000. Payment for
the Notes will be made in cash on the Payment Date, which is expected to be May
5, 2000.
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.
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.
VSIV is a wholly-owned subsidiary of VoiceStream, 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.
VoiceStream's web site is www.voicestream.com.
1
<PAGE>
Aerial, 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
<PAGE>
