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): September 8, 1998
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TELEPHONE AND DATA SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-14157 36-2669023
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
30 North LaSalle Street, Chicago, Illinois 60602
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 630-1900
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 September 8, 1998, Aerial Communications, Inc. ("Aerial"),
an 81%- owned subsidiary of Telephone and Data Systems, Inc., announced that
Sonera Ltd. (formerly Telecom Finland Ltd), one of Europe's leading wireless
telecommunications operators, completed its $200 million investment in Aerial
Operating Co., Inc. ("AOC"), a wholly-owned subsidiary of Aerial, through which
Aerial conducts its PCS business. The transaction recently received regulatory
approval.
This Current Report on Form 8-K is being filed for the purpose of
filing the Aerial news release dated September 8, 1998.
Item 7. Financial Statements and Exhibits
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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.
Telephone and Data Systems, Inc.
(Registrant)
Date: September 17, 1998
By: /s/ GREGORY J. WILKINSON
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Gregory J. Wilkinson
Vice President and Controller
(principal accounting officer)
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99.1 Aerial News Release dated September 8, 1998
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Exhibit 99.1
NEWS RELEASE
Contact:
J. Clarke Smith
(773) 399 4200
Aerial Communications, Inc.
Kaj-Erik Relander
+358 2040 5365
Sonera Corporation
FOR RELEASE: IMMEDIATE
SONERA LTD., COMPLETES $200 MILLION INVESTMENT IN
AERIAL COMMUNICATIONS, INC.
September 8, 1998 Chicago, Illinois - Aerial Communications, Inc. [NASDAQ:AERL],
announced that Sonera Ltd. (formerly Telecom Finland Ltd), one of Europe's
leading wireless telecommunications operators, today completed its $200-million
investment in Aerial Operating Company, Inc. (AOC) a wholly-owned subsidiary of
Aerial through which Aerial conducts its PCS business. Aerial is a leading U.S.
provider of personal communications services (PCS). The transaction recently
received regulatory approval.
This investment represents an approximate 19.4% equity ownership in AOC. After
five years, Sonera's AOC stake becomes incrementally exchangeable for up to
approximately 18.5% of the equity of Aerial or in certain circumstances, for
cash or equity in Aerial's parent, Telephone and Data Systems, Inc.
Sonera paid the equivalent of $12.33 per Aerial share for the AOC stock. The
equivalent price per share and the equity ownership percentage are subject to
adjustment based on Aerial's 20- day average share price during the three years
beginning upon today's closing. Depending on the Aerial share price, the price
paid for the AOC stock will range from a low of $12.33 per equivalent Aerial
share for an approximate equivalent 18.5% equity ownership, to a high of $16.68
per equivalent Aerial share for an approximate 14.3% equivalent equity
ownership.
As part of the agreement, the two companies also formed a strategic partnership
to work together in areas such as new product development, and to jointly
explore new business opportunities in the U.S. PCS market.
Don Warkentin, Aerial's President and Chief Executive Officer, said "This new
partnership will benefit Aerial in several ways, including the ability to tap
into Sonera's considerable experience and expertise to enhance the business and,
in turn, improve shareholder value. For example, Sonera personnel will join
Aerial's staff in key strategic positions, especially in the area of new product
development. Two Sonera executives also will join the Aerial Board of Directors.
With this transaction, Aerial also has secured the final piece of financing
originally planned by the Company, Warkentin said. Aerial will use the proceeds
to fund working capital and to pay down existing debt.
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Kaj-Erik Relander, Executive Vice President of Sonera, said that his company's
investment in Aerial fulfills an important part of its global strategy to
continue to expand beyond Finland's traditional borders.
Sonera's growing international operations include seven wholly-owned
subsidiaries as well as strategic investments in more than 20 companies around
the world. In addition, Sonera has a record of successful experience in wireless
joint ventures in markets like Turkey, Russia and the Middle East.
Sonera is Finland's leading telecommunications company, based in Helsinki. The
company has numerous subsidiaries and affiliate companies in several different
countries. It is currently state- owned, but the Finnish government has
announced plans for a partial privatization of the company. Sonera offers a full
line of telecommunications services and products, and had sales of U.S. $1.4
billion in 1997.
Aerial, headquartered in Chicago, holds licenses to provide PCS service in areas
covering 27.6 million of the U.S. population. Aerial's markets include Columbus,
Ohio; Houston, Minneapolis, Kansas City, Pittsburgh and Tampa/Orlando/St.
Petersburg. Aerial is a majority-owned subsidiary of Telephone and Data Systems,
Inc., a $1.5 billion telecommunications company based in Chicago.
Except for historical and factual information contained herein, other
information set forth in this news release represents forward-looking
statements, including all statements about the Company's 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: changes in Delaware law; potential litigation;
and changes in market conditions. Investors are encouraged to consider these and
other risks and uncertainties which are discussed in documents filed by the
Company with the Securities and Exchange Commission.
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Aerial is a service mark of Aerial Communications, Inc.
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