-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, THr6AeO4jBCDY/1UQbolG+HllwFbwYTn7hWD4g2iucEDe7QGjUNn1SeecDweheaS zpGROeZwRUPifomUtvb0DQ== 0000891020-00-000935.txt : 20000508 0000891020-00-000935.hdr.sgml : 20000508 ACCESSION NUMBER: 0000891020-00-000935 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000504 ITEM INFORMATION: FILED AS OF DATE: 20000505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AERIAL COMMUNICATIONS INC CENTRAL INDEX KEY: 0001008614 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 391706857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-28262 FILM NUMBER: 620621 BUSINESS ADDRESS: STREET 1: 8410 WEST BRYN MAWR AVE STREET 2: STE 1100 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 7733994200 MAIL ADDRESS: STREET 1: 8410 WEST BRYN MAWR AVE STREET 2: STE 1100 CITY: CHICAGO STATE: IL ZIP: 60631-3486 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PORTABLE TELECOM INC DATE OF NAME CHANGE: 19960221 8-K 1 FORM 8-K 1 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 ----------- Aerial Communications, Inc. --------------------------- (Exact name of registrant as specified in its charter) Delaware 0-28262 39-1706857 -------- ------- ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.)
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) 2 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.
Exhibit Number Description of Exhibit - ------ ---------------------- 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.
3 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 ----------------------------- Name: Alan R. Bender Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----