-----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, AxpO55PgUXKGA2YYLjcaQBSKomhURVNfORxSXSCWq4/uV+Hgwli2TtPDRGdMriBe F6KylE8kuKYgQNutRr9Bzw== 0000096966-97-000002.txt : 19970221 0000096966-97-000002.hdr.sgml : 19970221 ACCESSION NUMBER: 0000096966-97-000002 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970211 SROS: AMEX GROUP MEMBERS: TELEPHONE & DATA SYSTEMS INC GROUP MEMBERS: TRUSTEES OF THE VOTING TRUST DATED JUNE 30, 1989 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PORTABLE TELECOM 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: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48925 FILM NUMBER: 97523281 BUSINESS ADDRESS: STREET 1: 8410 WEST BRYN MAWR AVE STREET 2: STE 1100 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 3123994200 MAIL ADDRESS: STREET 1: 8410 WEST BRYN MAWR AVE STREET 2: STE 1100 CITY: CHICAGO STATE: IL ZIP: 60631-3486 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TELEPHONE & DATA SYSTEMS INC CENTRAL INDEX KEY: 0000096966 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 362669023 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 30 NORTH LASALLE STREET SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 6088288324 MAIL ADDRESS: STREET 1: 30 NORTH LASALLE STREE SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60602 FORMER COMPANY: FORMER CONFORMED NAME: TELEPHONE SYSTEMS INC STOCK OPTION PLANS DATE OF NAME CHANGE: 19741118 FORMER COMPANY: FORMER CONFORMED NAME: TELEPHONE SYSTEMS INC DATE OF NAME CHANGE: 19740509 SC 13G 1 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. - -------------------------------------------------------------------------------- (Name of Issuer) Common Shares, $1.00 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 007655103 ------------------------------------------ (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 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 - -------- --------------------------- *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. 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 - -------- --------------------------- *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. 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 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 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. ---------------------------------- 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. -----END PRIVACY-ENHANCED MESSAGE-----