<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __ to Schedule 13D)*
Aerial Communications, Inc.
---------------------------
(Name of Issuer)
Common Shares ($1.00 par value)
-------------------------------
(Title of Class of Securities)
007655103
--------------
(CUSIP Number)
LeRoy T. Carlson, Jr. (312) 630-1900
President and Chief Executive Officer
Telephone and Data Systems, Inc.
30 N. LaSalle Street, Suite 4000, Chicago, Illinois 60602
-----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 18, 1997
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box /X/.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page)
Page 1 of 8
<PAGE>
SCHEDULE 13D
CUSIP NO. 007655103 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Telephone and Data Systems, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
7 SOLE VOTING POWER - 59,086,000 shares - Includes
NUMBER OF 40,000,000 Series A Common Shares which have fifteen
SHARES votes per share on all matters and are convertible
BENEFICIALLY on a share-for-share basis into Common Shares and
OWNED BY 19,086,000 Common Shares. See Item 5 for further
EACH explanation.
REPORTING
PERSON 8 SHARED VOTING POWER
WITH -0-
9 SOLE DISPOSITIVE POWER
Same as 7 above.
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Same as 7 above.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Reporting person
beneficially owns 100% of the outstanding Series A Common Shares of the
Issuer and approximately 60% of the outstanding Common Shares of the
Issuer for a combined total of approximately 83% of the Issuer's
outstanding classes of capital stock and approximately 98% of their
combined voting power.**
14 TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Based on 31,606,081 Common Shares and 40,000,000 Series A Common Shares
outstanding on November 30, 1997.
<PAGE>
SCHEDULE 13D
CUSIP NO. 007655103 PAGE 3 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Trustees of the Voting Trust under Agreement dated June 30,
1989
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 59,086,000 shares -
OWNED BY Includes 40,000,000 Series A Common Shares which
EACH have fifteen votes per share on all matters and
REPORTING are convertible on a share-for-share basis into
PERSON Common Shares and 19,086,000 Common Shares. See
WITH Item 5 for further explanation.
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
Same as 8 above.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Same as 8 above.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Reporting persons
may be deemed to beneficially own 100% of the outstanding Series A
Common Shares of the Issuer and approximately 60% of the outstanding
Common Shares of the Issuer for a combined total of approximately
83% of the Issuer's outstanding classes of capital stock and
approximately 98% of their combined voting power.**
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Based on 31,606,081 Common Shares and 40,000,000 Series A Common Shares
outstanding on November 30, 1997.
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 4 of 8
This initial Schedule 13D is being filed pursuant to Section 13(d)(2) of
the Securities Exchange Act of 1934, as amended (the "Act"), by Telephone and
Data Systems, Inc., an Iowa corporation ("TDS"). This initial Schedule 13D,
among other things, relates to the ownership by TDS of Common Shares, par value
$1.00 per share ("Common Shares"), and/or Series A Common Shares, par value
$1.00 per share ("Series A Common Shares") of Aerial Communications, Inc., a
Delaware corporation (the "Issuer").
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Shares, par value $1.00 per share, of
the Issuer. The principal executive office of the Issuer is located at
8410 West Bryn Mawr, Suite 1100, Chicago, Illinois 60631.
ITEM 2. IDENTITY AND BACKGROUND.
TDS AND THE TRUSTEES OF THE VOTING TRUST UNDER AGREEMENT DATED JUNE 30,
1989 ("THE VOTING TRUST"), ARE FILING THIS INITIAL SCHEDULE 13D AMENDMENT
CONCERNING THEIR DIRECT AND INDIRECT BENEFICIAL OWNERSHIP OF COMMON SHARES.
THE FOLLOWING SETS FORTH INFORMATION WITH RESPECT TO ITEMS 2(A) THROUGH 2(F) FOR
TDS AND THE TRUSTEES OF THE TDS VOTING TRUST.
TDS. TDS is an Iowa corporation. The principal business and office
address of TDS, is 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602.
TDS's principal business is that of providing diversified telecommunications
services. TDS, directly and through its subsidiaries, has established local
telephone, cellular telephone and radio paging operations, and is developing
personal communications services. The information with respect to the directors
and executive officers of TDS is set forth on Appendices A and B attached
hereto, and incorporated herein by reference.
THE TRUSTEES OF THE VOTING TRUST. The principal business address of The
Voting Trust is c/o TDS, 30 North LaSalle Street, Suite 4000, Chicago, Illinois
60602. The Voting Trust holds TDS Series A Common Shares and was created to
facilitate long-standing relationships among the trust's certificate holders.
Under the terms of The Voting Trust, the trustees hold and vote the TDS Series A
Common Shares held in the trust. The information with respect to the trustees
of The Voting Trust is set forth in Appendix C hereto, and incorporated herein
by reference.
To the knowledge of LeRoy T. Carlson, Jr., during the last five years, none
of TDS, The Voting Trust, nor any of the persons named in Appendices A, B and C
hereto has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
To the knowledge of LeRoy T. Carlson, Jr., during the last five years, none
of TDS, The Voting Trust, nor any of the persons named in Appendices A, B and C
hereto was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information contained in Item 4 below, is incorporated herein by
reference.
ITEM 4. PURPOSE OF TRANSACTION.
TDS has proposed a transaction to acquire all of the publicly traded Common
Shares of the Issuer which it does not own, in the following manner. The Board
of Directors of TDS has approved a plan to reincorporate TDS as a Delaware
corporation through a merger with Telephone and Data Systems, Inc., a Delaware
corporation and wholly-owned subsidiary of TDS ("TDS Delaware"), with TDS
Delaware as the surviving corporation. The amended and restated certificate of
incorporation of TDS Delaware will, among other things, authorize three new
classes of common stock, including one class
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 5 of 8
designated as Aerial Communications Group Common Shares ("Aerial Group
Shares"). The Aerial Group Shares are intended to reflect the separate
performance of the business of the Issuer. The Aerial Group Shares are
expected to be registered and listed for trading on the American Stock
Exchange. If the shareholders of TDS approve the reincorporation plan,
Aerial Group Shares are expected to be distributed in the form of a stock
dividend to holders of Series A Common Shares and Common Shares of TDS.
Subject to the approval of the reincorporation plan by the shareholders of
TDS and the effectiveness of the merger contemplated therein, TDS has
proposed to the Board of Directors of the Issuer to complete a transaction
pursuant to which TDS would also issue .91485 Aerial Group Shares in exchange
for each of the Common Shares of the Issuer which are not owned by TDS (based
on shares outstanding as of November 30, 1997) pursuant to a merger between a
subsidiary of TDS and the Issuer. Following such merger, the Common Shares
of the Issuer presently listed for trading on the Nasdaq National Market
would be delisted. Attached hereto as EXHIBIT A is a copy of the offer
letter from TDS to the Board of Directors of the Issuer. This transaction is
further subject to negotiation of mutually agreeable terms, approval by the
board of directors and shareholders of Issuer and certain other conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(I) TDS.
(a) As of November 30, 1997, TDS may be deemed to beneficially own,
pursuant to Rule 13d-3(d)(1)(i), an aggregate of 59,086,000
Common Shares which is approximately 60% of such shares
outstanding. This includes 19,086,000 Common Shares and
40,000,000 Series A Common Shares which have fifteen votes per
share on all matters and are convertible on share-for-basis into
Common Shares.
(b) (i) SOLE POWER TO VOTE OR DIRECT THE VOTE:
TDS is the direct beneficial owner of 19,086,000 Common
Shares and 40,000,000 Series A Common Shares of the Issuer
representing approximately 83% of all classes of common
shares of the Issuer. The Series A Common Shares have
fifteen votes per share on all matters and are convertible
on a share-for-share basis into Common Shares. TDS has sole
voting power with respect to an aggregate of 19,086,000
Common Shares and 40,000,000 Series A Common Shares
representing approximately 98% of the combined voting power
of the Common Shares and the Series A Common Shares.
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE:
None.
(iii) SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION:
TDS has sole power to dispose of 19,086,000 Common Shares
and 40,000,000 Series A Common Shares, representing
approximately 83% of all classes of capital stock
outstanding.
(iv) SHARED POWER TO DISPOSE OR DIRECT THE DISPOSITION:
None.
(c) To the knowledge of LeRoy T. Carlson, Jr., no transactions were
effected during the past sixty days in Common Shares by TDS,
except as disclosed in Item 4, and except as may be attributable
to TDS pursuant to transactions in the ordinary course under
employee benefit plans.
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 6 of 8
(d) To the knowledge of LeRoy T. Carlson, Jr., no other person is
known to have the right of dividends from, or the proceeds from
the sale of the shares of Common Shares beneficially owned by
TDS.
(e) Not Applicable.
(II) DIRECTORS AND EXECUTIVE OFFICERS OF TDS.
(a) - (b) See Appendix D attached hereto and incorporated herein by
reference.
(c) To the knowledge of LeRoy T. Carlson, Jr., no transactions were
effected during the past sixty days in the Common Shares by any
Director or Executive Officer of TDS, and except as may be
attributable to TDS pursuant to transactions in the ordinary
course under employee benefit plans.
(d) To the knowledge of LeRoy T. Carlson, Jr., no person other than
the persons listed in Appendix D are known to have the right to
receive or the power to direct the receipt of dividends from, or
other proceeds from the sale of Common Shares beneficially owned
by the persons listed in Appendix D.
(e) Not applicable.
(III) THE VOTING TRUST.
(a) As of November 30, 1997, pursuant to Rule 13d-3(d)(1)(i), The
Voting Trust may be deemed to beneficially own an aggregate of
59,086,000 Common Shares representing 60% of such shares. This
includes 19,086,000 Common Shares and 40,000,000 Series A Common
Shares.
(b) (i) SOLE POWER TO VOTE OR DIRECT THE VOTE:
None.
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE:
The Voting Trust is the direct beneficial owner of TDS
Series A Common Shares. The Voting Trust holds and the
trustees vote 6,334,473 Series A Common Shares of TDS,
representing approximately 91% of the outstanding TDS
Series A Common Shares, and approximately 52% of the
combined voting power of TDS Series A Common Shares and TDS
Common Shares.(1) Therefore, the Voting Trust may direct a
majority of the combined voting power of TDS, which has the
sole voting power with respect to approximately 98% of the
combined voting power of the Issuer (see above discussion
concerning beneficial ownership of the Issuer by TDS).
(iii) SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION:
None.
(iv) SHARED POWER TO DISPOSE OR DIRECT THE DISPOSITION:
_______________
1 Based on 52,633,558 Common Shares of TDS and 6,933,233 Series A Common
Shares outstanding on November 30, 1997.
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 7 of 8
The information contained in Item 5.III(b)(ii) above is
incorporated herein by reference. Through the ability to
direct a majority of the combined voting power of TDS, The
Voting Trust trustees share the power to direct the
disposition of 19,086,000 Common Shares and 40,000,000
Series A Common Shares of the Issuer, representing 83% of
all classes of capital stock outstanding of the Issuer.
(c) To the knowledge of LeRoy T. Carlson, Jr., no transactions were
effected during the past sixty days in Common Shares or Series A
Common Shares of the Issuer by The Voting Trust except to the
extent disclosed herein.
(d) To the knowledge of LeRoy T. Carlson, Jr., no person other than
TDS is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of,
Common Shares or Series A Common Shares of the Issuer
beneficially owned by The Voting Trust.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Voting Trust holds TDS Series A Common Shares and was created to
facilitate long-standing relationships among the trust's certificate holders.
Under the terms of The Voting Trust, the trustees hold and vote the TDS Series A
Common Shares held in the trust.
The Voting Trust trustees hold and vote 6,334,473 TDS Series A Common
Shares held in The Voting Trust, representing 91% of the outstanding TDS
Series A Common Shares, and approximately 52% of the combined voting power of
the TDS Series A Common Shares and TDS Common Shares. Therefore, The Voting
Trust trustees may direct a majority of the combined voting power of TDS which
has the sole voting power with respect to approximately 98% of the combined
voting power of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Voting Trust Agreement dated June 30, 1989, as amended, is hereby
incorporated by reference to Exhibit 9.1 to the Annual Report on Form 10-K
for the year ended December 31, 1996 of Aerial Communications, Inc.
* * * * * *
<PAGE>
Schedule 13D
Issuer: Aeriel Communications, Inc.
Page 8 of 8
JOINT FILING AGREEMENT
The undersigned hereby agree and consent, pursuant to Rule
13d-1(f)(1), to the joint filing of all Schedules 13D and/or Schedules 13G
(including any amendments thereto) on behalf of such parties.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated as of December 18, 1997.
TELEPHONE AND DATA SYSTEMS, INC. THE VOTING TRUST
By: /s/ LeRoy T. Carlson, Jr. By: /s/ LeRoy T. Carlson, Jr.
----------------------------------- ---------------------------------
LeRoy T. Carlson, Jr. LeRoy T. Carlson, Jr.
President and Chief Executive Officer As Trustee and Attorney-in-Fact for
other Trustees*
*Pursuant to Joint Filing Agreement and Power
of Attorney previously filed with the
Securities and Exchange Commission and
incorporated by reference herein.
Signature Page to the Initial Schedule 13D
relating to the direct and indirect beneficial ownership of the
Common Shares of Aerial Communications, Inc. by
Telephone and Data Systems, Inc., and The Voting Trust, respectively.
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 1 of 5 of Appendix A
APPENDIX A
DIRECTORS OF TDS
----------------
(I) (a) NAME:
LeRoy T. Carlson
(b) BUSINESS ADDRESS:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Chairman of Telephone and Data Systems, Inc.
(d) CITIZENSHIP:
United States
(II) (a) NAME:
LeRoy T. Carlson, Jr.
(b) BUSINESS ADDRESS:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
President and Chief Executive Officer of Telephone and Data
Systems, Inc.
(d) CITIZENSHIP:
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 2 of 5 of Appendix A
(III) (a) NAME:
Rudolph E. Hornacek
(b) BUSINESS ADDRESS:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Vice President - Engineering of Telephone and Data Systems, Inc.
(d) CITIZENSHIP:
United States
(IV) (a) NAME:
Murray L. Swanson
(b) BUSINESS ADDRESS:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Executive Vice President - Finance of Telephone and Data Systems,
Inc.
(d) CITIZENSHIP:
United States
(V) (a) NAME:
James Barr, III
(b) BUSINESS ADDRESS:
TDS Telecommunications Corporation
301 South Westfield Road
Madison, Wisconsin 53705-0158
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
President of TDS Telecommunications Corporation, a wholly-owned
subsidiary of Telephone and Data Systems, Inc.
(d) CITIZENSHIP:
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 3 of 5 of Appendix A
(VI) (a) NAME:
Donald R. Brown
(b) BUSINESS ADDRESS:
Telephone and Data Systems, Inc.
834 Ethan's Glen Drive
Knoxville, Tennessee 37923
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Vice President of TDS Telecommunications Corporation
(d) CITIZENSHIP:
United States
(VII) (a) NAME:
Donald C. Nebergall
(b) RESIDENCE ADDRESS:
2919 Applewood Place, N.E.
Cedar Rapids, Iowa 52402
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Consultant to Telephone and Data Systems, Inc.
(d) CITIZENSHIP:
United States
(VIII) (a) NAME:
Herbert S. Wander
(b) BUSINESS ADDRESS:
Katten, Muchin & Zavis
525 West Monroe Street
Suite 1600
Chicago, Illinois 60606-3693
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Partner of the law firm of Katten, Muchin & Zavis
(d) CITIZENSHIP
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 4 of 5 of Appendix A
(IX) (a) NAME:
Walter C.D. Carlson
(b) BUSINESS ADDRESS:
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Partner of the law firm of Sidley & Austin
(d) CITIZENSHIP:
United States
(X) (a) NAME:
Letitia G.C. Carlson
(b) RESIDENCE ADDRESS:
7604 Fairfax Road
Bethesda, Maryland 20814
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Medical Doctor
(d) CITIZENSHIP:
United States
(XI) (a) NAME:
George W. Off
(b) BUSINESS ADDRESS:
Catalina Marketing Group
11300 Ninth Street North
St. Petersburg, Florida 33716
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
President and Chief Executive Officer of Catalina Marketing
Corporation
(d) CITIZENSHIP:
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 5 of 5 of Appendix A
(XII) (a) NAME:
Martin L. Solomon
(b) BUSINESS ADDRESS:
2665 South Bayshore Drive, Suite 906
Coconut Grove, Florida 33133
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Private Investor
(d) CITIZENSHIP:
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 1 of 6 of Appendix B
APPENDIX B
EXECUTIVE OFFICERS OF TDS
-------------------------
(I) (a) NAME:
LeRoy T. Carlson
(b) BUSINESS ADDRESS:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Chairman of Telephone and Data Systems, Inc.
(d) CITIZENSHIP:
United States
(II) (a) NAME:
LeRoy T. Carlson, Jr.
(b) BUSINESS ADDRESS:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
President and Chief Executive Officer of Telephone and Data
Systems, Inc.
(d) CITIZENSHIP:
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 2 of 6 of Appendix B
(III) (a) NAME:
Murray L. Swanson
(b) BUSINESS ADDRESS:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Executive Vice President - Finance of Telephone and Data Systems,
Inc.
(d) CITIZENSHIP:
United States
(IV) (a) NAME:
Rudolph E. Hornacek
(b) BUSINESS ADDRESS:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Vice President - Engineering of Telephone and Data Systems, Inc.
(d) CITIZENSHIP:
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 3 of 6 of Appendix B
(V) (a) NAME:
H. Donald Nelson
(b) BUSINESS ADDRESS:
United States Cellular Corporation
8410 West Bryn Mawr
Suite 700
Chicago, Illinois 60631
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
President and Chief Executive Officer of United States Cellular
Corporation, an over 80%-owned subsidiary of Telephone and Data
Systems, Inc.
(d) CITIZENSHIP:
United States
(VI) (a) NAME:
Donald W. Warkentin
(b) BUSINESS ADDRESS:
Aerial Communications, Inc.
8410 West Bryn Mawr Avenue
Suite 1100
Chicago, Illinois 60631
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
President of Aerial Communications, Inc., an over 80%-owned
subsidiary of Telephone and Data Systems, Inc.
(d) CITIZENSHIP:
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 4 of 6 of Appendix B
(VII) (a) NAME:
Terrence T. Sullivan
(b) BUSINESS ADDRESS:
American Paging, Inc.
1300 Godward Street NE
Suite 3100
Minneapolis, Minnesota 55413
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
President of American Paging, Inc., an over-80% owned subsidiary
of Telephone and Data Systems, Inc.
(d) CITIZENSHIP:
United States
(VIII) (a) NAME:
C. Theodore Herbert
(b) BUSINESS ADDRESS:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Vice President-Human Resources of Telephone and Data Systems,
Inc.
(d) CITIZENSHIP:
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 5 of 6 of Appendix B
(IX) (a) NAME:
Gregory J. Wilkinson
(b) BUSINESS ADDRESS:
TDS Corporate Madison
8401 Greenway Boulevard
P.O. Box 628010
Middleton, Wisconsin 53562-8010
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Vice President and Corporate Controller of Telephone and Data
Systems, Inc.
(d) CITIZENSHIP:
United States
(X) (a) NAME:
George L. Dienes
(b) BUSINESS ADDRESS:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Vice President-Corporate Development of Telephone and Data
Systems, Inc.
(d) CITIZENSHIP:
United States
(XI) (a) NAME:
Michael K. Chesney
(b) BUSINESS ADDRESS:
1014 South Briarcliffe Circle
Maryville, Tennessee 37803
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Vice President - Corporate Development of Telephone and Data
Systems, Inc.
(d) CITIZENSHIP:
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 6 of 6 of Appendix B
(XII) (a) NAME:
Byron A. Wertz
(b) BUSINESS ADDRESS:
Telephone and Data Systems, Inc.
8000 West 78th Street, Suite 400
Minneapolis, Minnesota 55439
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Vice President - Corporate Development of Telephone and Data
Systems, Inc.
(d) CITIZENSHIP:
United States
(XIII) (a) NAME:
Scott H. Williamson
(b) BUSINESS ADDRESS:
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Vice President - Acquisitions of Telephone and Data Systems, Inc.
(d) CITIZENSHIP:
United States
(XIV) (a) NAME:
Michael G. Hron
(b) BUSINESS ADDRESS:
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Partner of the law firm of Sidley & Austin and
Secretary of Telephone and Data Systems, Inc.
(d) CITIZENSHIP:
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 1 of 2 of Appendix C
APPENDIX C
TRUSTEES OF THE VOTING TRUST
----------------------------
(I) (a) NAME:
LeRoy T. Carlson, Jr.
(b) BUSINESS ADDRESS:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
President and Chief Executive Officer of Telephone and Data
Systems, Inc.
(d) CITIZENSHIP:
United States
(II) (a) NAME:
Walter C.D. Carlson
(b) BUSINESS ADDRESS:
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Partner of the law firm of Sidley & Austin
(d) CITIZENSHIP:
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 2 of 2 of Appendix C
(III) (a) NAME:
Letitia G.C. Carlson
(b) BUSINESS ADDRESS:
2150 Pennsylvania Avenue, N.W.
Washington, D.C. 20037
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Physician
(d) CITIZENSHIP:
United States
(IV) (a) NAME:
Donald C. Nebergall
(b) RESIDENCE ADDRESS:
2919 Applewood Place, N.E.
Cedar Rapids, Iowa 52402
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Consultant to Telephone and Data Systems, Inc.
(d) CITIZENSHIP:
United States
(V) (a) NAME:
Melanie J. Heald
(b) BUSINESS ADDRESS:
7410 Longmeadow Road
Madison, Wisconsin 53717
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
Homemaker
(d) CITIZENSHIP:
United States
<PAGE>
Schedule 13D
Issuer: Aerial Communications, Inc.
Page 1 of 1 of Appendix D
APPENDIX D
NUMBER OF SHARES PERCENTAGE OF
BENEFICIALLY CLASS
OWNED AT OF THE ISSUER'S
NAME DECEMBER 18, 1997 COMMON SHARES
---- ----------------- ---------------
James Barr, III -- --
Donald R. Brown 1,000 *
LeRoy T. Carlson -- --
LeRoy T. Carlson, Jr. (1) 8,400 *
Walter C.D. Carlson 2,001 *
Letitia G.C. Carlson -- --
Michael K. Chesney -- --
George L. Dienes -- --
C. Theodore Herbert (1) 4,478 *
Rudolph E. Hornacek -- --
Michael G. Hron (1) -- --
Donald C. Nebergall -- --
H. Donald Nelson -- --
George W. Off -- --
Martin L. Solomon -- --
Murray L. Swanson 3,600 *
Terrence T. Sullivan -- --
Herbert S. Wander -- --
Byron A. Wertz 300 *
Gregory J. Wilkinson 200 *
------ ---
Total 19,979 *
====== ===
_______________
* Less than 1%
1 Messrs. Carlson, Jr., Herbert and Hron are members of the investment
management committee of the Telephone and Data Systems, Inc., Tax-Deferred
Savings Plan (the "Plan"). As of November 30, 1997, the Plan was the record
holder of 204,256 Aerial Communications, Inc. Common Shares. In accordance with
the position of the SEC's Division of Corporation Finance, such persons may be
deemed to beneficially own Common Shares held by the Plan because they may be
deemed to have investment or voting power over such shares. Such persons
disclaim beneficial ownership of such shares, except as reported herein.
<PAGE>
EXHIBIT A
[TDS Letterhead]
December 17, 1997
To the Board of Directors
of Aerial Communications, Inc.
Gentlemen:
As you know, the Board of Directors of Telephone and Data Systems, Inc.
("TDS"), has approved a plan to reincorporate TDS as a Delaware corporation
and to issue so-called tracking shares to reflect the separate performance of
each of TDS's principal business units. A copy of the preliminary proxy
statement/prospectus which was filed by TDS with the Securities and Exchange
Commission is delivered herewith for your reference. The reincorporation plan
contemplates the issuance by TDS of Aerial Communications Group Common Shares
("Aerial Group Shares") to reflect the performance of the Aerial
Communications Group of TDS, which would primarily include TDS's interest in
Aerial Communications, Inc. ("Aerial"). In connection with the
reincorporation, the Board of Directors of TDS believes it would be in the
best interest of all shareholder constituencies within the TDS family of
companies if there were a single publicly traded security reflecting the
performance of each business unit. Therefore, TDS proposes that it acquire
100% of the issued and outstanding Common Shares of Aerial (not owned by TDS)
in a merger transaction with a subsidiary of TDS.
TDS hereby offers to exchange 0.91485 Aerial Group Share for each
outstanding Common Share of Aerial (other than the shares held by TDS). This
exchange ratio was determined based on the number of Aerial Common Shares
outstanding as of November 30, 1997, and would result in each shareholder of
Aerial Common Shares (other than TDS) retaining his or her present
proportionate interest in Aerial, but through ownership of Aerial Group
Shares of TDS. The merger would, of course, be subject to various conditions
including the approval of the reincorporation by TDS shareholders,
negotiation of the other terms of a merger agreement between TDS and Aerial,
approval of the merger by the Board of Directors of TDS, and approval of the
merger by the Board of Directors and the shareholders of Aerial. The Aerial
Group Shares will be listed on the American Stock Exchange. We look forward
to working on this transaction with your designated representatives.
Very truly yours,
/s/ LeRoy T. Carlson
--------------------
LeRoy T. Carlson
Chairman
Enclosure
