UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Aerial Communications, Inc.
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(Name of Issuer)
Common Shares, $1.00 par value
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(Title of Class of Securities)
007655103
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(CUSIP Number)
* The remainder of this cover page shall be filed 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).
SEC 1745 (2/92)
Page 1 of 5
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13G
CUSIP NO. 007655103 Page 2 of 6 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 CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
5 SOLE VOTING POWER - 40,000,000
Series A Common Shares (which
NUMBER OF have fifteen votes per share on
SHARES all matters and are convertible
BENEFICIALLY on a share-for-share basis into
OWNED BY Common Shares) and 19,086,000 Common Shares.
EACH
REPORTING 6 SHARED VOTING POWER
PERSON
WITH Not Applicable
7 SOLE DISPOSITIVE POWER
Same as 5
8 SHARED DISPOSITIVE POWER
Not Applicable
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Same as 5
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) - Reporting person
beneficially owns 100% of the Series A Common Shares and 60.9% of the
Common Shares of the Issuer, representing approximately 82.8% of the
Issuer's outstanding classes of Common Stock and 98.1% of the Issuer's
voting power.1
12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 pages
1 Based on 31,359,460 Common Shares and 40,000,000 Series A Common Shares issued
and outstanding on December 31, 1996.
<PAGE>
13G
CUSIP NO. 007655103 Page 3 of 6 Pages
--------------------- ----- -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Trustees of the TDS 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 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER - 40,000,000
Series A Common Shares (which
NUMBER OF have fifteen votes per share on
SHARES all matters and are convertible
BENEFICIALLY on a share-for-share basis into
OWNED BY Common Shares) and 19,086,000 Common Shares.
EACH
REPORTING 6 SHARED VOTING POWER
PERSON
WITH Not Applicable
7 SOLE DISPOSITIVE POWER
Same as 5
8 SHARED DISPOSITIVE POWER
Not Applicable
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Same as 5
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) - Reporting person
beneficially owns 100% of the Series A Common Shares and 60.9% of the
Common Shares of the Issuer, representing approximately 82.8% of the
Issuer's outstanding classes of Common Stock and 98.1% of the Issuer's
voting power.1
12 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 pages
1 Based on 31,359,460 Common Shares and 40,000,000 Series A Common Shares issued
and outstanding on December 31, 1996.
<PAGE>
Schedule 13G
Issuer: Aerial Communications, Inc.
Page 4 of 6
Item 1. (a) Name of Issuer:
Aerial Communications, Inc.
(b) Address of Issuers's Principal Executive Offices:
8410 West Byrn Mawr Street
Suite 1100
Chicago, Illinois 60631
Item 2. (a) Name of Person Filing:
Telephone and Data Systems, Inc. and
The Trustees of the Voting Trust pursuant to
Agreement dated June 30, 1989, as amended:*
LeRoy T. Carlson, Jr.
Walter C.D. Carlson
Letitia G.C. Carlson
Donald C. Nebergall
Melanie J. Heald
*Hereby incorporated by reference to Exhibit 9.1 in
the Annual Report on Form 10-K for the year ended
December 31, 1995 of Telephone and Data Systems, Inc.
(b) Address of Principal Business Office or, if None,
Residence:
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Citizenship:
Iowa
(d) Title of Class of Securities:
Common Shares, $1.00 par value
(e) CUSIP Number:
007655103
Item 3. (a) - (h)
Not Applicable
Item 4. Ownership
(a) Amount Beneficially Owned as of December 31, 1996:
See cover page, item 9
(b) Percent of Class:
See cover page, item 11
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Schedule 13G
Issuer: Aerial Communications, Inc.
Page 5 of 6
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See cover page, item 5
(ii) Shared power to vote or to direct the vote:
See cover page, item 6
(iii) Sole power to dispose or to direct the
disposition of:
See cover page, item 7
(iv) Shared power to dispose or to direct the
disposition of:
See cover page, item 8
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
(i) Identification:
The Trustees of the Voting Trust under Agreement dated June
30, 1989, as amended:
LeRoy T. Carlson, Jr.
Walter C.D. Carlson
Letitia G.C. Carlson
Donald C. Nebergall
Melanie J. Heald
(ii) Classification:
None of the members of the group is a person identified under
Item 3 of Schedule 13G.
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
<PAGE>
Schedule 13G
Issuer: Aerial Communications, Inc.
Page 6 of 6
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 with respect to the
Issuer.
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.
Date: February 10, 1997 TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson, Jr.
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LeRoy T. Carlson, Jr.
President
TRUSTEES OF THE VOTING TRUST UNDER AGREEMENT
DATED JUNE 30, 1989
/s/ Walter C.D. Carlson*
---------------------------------------------
Walter C.D. Carlson
/s/ Letitia G.C. Carlson*
---------------------------------------------
Letitia G.C. Carlson
/s/ Donald C. Nebergall*
---------------------------------------------
Donald C. Nebergall
/s/ Melanie J. Heald*
---------------------------------------------
Melanie J. Heald
*By: /s/ LeRoy T. Carlson, Jr.
----------------------------------
LeRoy T. Carlson, Jr.
Trustee and as Attorney-in-Fact
for above Trustees*
*Pursuant to Joint Filing Agreement and
Power of Attorney which has been
separately filed with the Securities
and Exchange Commission and is
incorporated by reference herein.
Signature Page to Schedule 13G
relating to the direct beneficial ownership of Aerial Communications, Inc.
by Telephone and Data Systems, Inc.
<PAGE>
