<PAGE>   1
                                  UNITED STATES
                       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): September 17, 1999


                        VOICESTREAM WIRELESS CORPORATION
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               (Exact name of registrant as specified in charter)

Washington                       000-25441                     91-1956183
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(State or Other Jurisdiction   (Commission File Number)      (I.R.S. Employer
     of Incorporation)                                       Identification No.)


3650  131st Ave SE, Bellevue, WA                             98006
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(Address of Principal Executive Offices)                     (Zip Code)


Registrant's telephone number, including area code: (425) 586-8700



                                       N/A
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          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>   2
ITEM 5. OTHER EVENTS.

AERIAL REORGANIZATION

      On September 17, 1999, VoiceStream Wireless Corporation, a Washington
corporation ("VoiceStream"), agreed to a plan of reorganization (the "Aerial
reorganization") with Aerial Communications, Inc., a Delaware corporation
("Aerial"). The terms of the Aerial reorganization are set forth in an Agreement
and Plan of Reorganization (the "Aerial reorganization agreement"), dated as of
September 17, 1999, between VoiceStream, Aerial, VoiceStream Wireless Holding
Corporation, a Delaware corporation and a wholly-owned subsidiary of VoiceStream
("VoiceStream Holdings"), VoiceStream Subsidiary III Corporation, a Delaware
corporation and a wholly-owned subsidiary of VoiceStream Holdings, and Telephone
and Data Systems, Inc., a Delaware corporation ("TDS").

      In the Aerial reorganization each share of Aerial Common Stock, par value
$.01 per share (the "Aerial Common Stock"), will be exchanged for 0.455 shares
of Holding Company common stock, par value $.001 per share (the "VoiceStream
Holdings Common Stock") (the "Exchange Ratio") or, in the case of public
shareholders, at the election of the holder thereof, into $18.00 cash. The
Exchange Ratio is subject to adjustment in certain circumstances. If the
Omnipoint reorganization (see Form 8-K filed by the Registrant on July 6, 1999)
has not been consummated prior to the closing of the Aerial reorganization, each
share of the present VoiceStream Common Stock, no par value per share (the
"VoiceStream Common Stock"), will be exchanged for one share of VoiceStream
Holdings Common Stock.

      Consummation of the Aerial reorganization is subject to various
conditions, including: (i) approval and adoption of the Aerial reorganization by
the shareholders of each of VoiceStream and Aerial; (ii) receipt of necessary
federal, state, and other regulatory approvals, including those of the Federal
Communications Commission; (iii) the expiration or termination of any applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Acts of 1976;
(iv) registration of the shares of VoiceStream Holdings Common Stock to be
issued in the Aerial reorganization under the Securities Act of 1933, as amended
(the "Securities Act"), and the approval for listing of such shares on the
Nasdaq National Market System; and (v) satisfaction of certain other conditions,
including the consummation of certain other transactions more fully described
below. The Aerial reorganization agreement and the transactions contemplated
thereby will be submitted for adoption and approval to the shareholders of each
of VoiceStream and Aerial at meetings to be called and held for that purpose.
Prior to such meetings, VoiceStream and Aerial will file a registration
statement/proxy statement with the Securities and Exchange Commission
registering under the Securities Act VoiceStream the Holdings Common Stock to
be issued in the Aerial reorganization.

DEBT/EQUITY REPLACEMENT

       In connection with the Aerial reorganization, TDS, Aerial, Aerial
Operating Company, Inc. ("Operating Company"), VoiceStream, and VoiceStream
Holdings entered into Debt/Equity Replacement Agreement dated September 17, 1999
whereby TDS will replace $420 million of Operating Company debt owed to TDS with
equity of Aerial at $22 per share of Aerial Common Stock.


<PAGE>   3

VOTING AGREEMENTS

      Pursuant to a voting agreement, holders of approximately 46% of the shares
of VoiceStream Holdings Common Stock, on a fully-diluted basis, have agreed to
vote for the Aerial reorganization, even if the VoiceStream Holdings Board
withdraws its support of the Aerial reorganization.

      Furthermore, TDS, in its capacity as a stockholder of Aerial, has entered
into a stockholder voting agreement pursuant to which it has agreed to vote in
favor of the Aerial reorganization even if the Aerial Board withdraws its
support of the Aerial reorganization.

TDS INVESTOR AGREEMENT

      At the closing of the Aerial reorganization, TDS and VoiceStream Holdings
will enter into an agreement which limits certain actions by TDS as a
stockholder of VoiceStream Holdings for a period of 5 years. Among other
provisions, and subject to certain exceptions, TDS will agree not to:

o       acquire any additional shares of VoiceStream Holdings common stock which
        would cause TDS to own in excess of 24.9% of the voting securities of
        VoiceStream Holdings (except that this percentage will be 28% if the
        Aerial reorganization occurs at a time that the Omnipoint reorganization
        has not occurred);

o       solicit proxies for shares of VoiceStream Holdings common stock or
        participate in an election contest; or

o       join a group or take any action to initiate, encourage or otherwise
        facilitate a tender or exchange offer for VoiceStream Holdings which
        would result in change of control of VoiceStream Holdings.

In addition, TDS would agree to certain restrictions on its ability to transfer
its VoiceStream Holdings shares. In particular, if TDS sells VoiceStream
Holdings shares, it would agree to take reasonable care to preclude the
acquisition of more than 5% of the voting power of the VoiceStream Holdings
shares by any person or group, except Sonera and certain other affiliated
parties.

<PAGE>   4

SONERA RELEASE & INVESTMENTS

      In connection with the Aerial reorganization, TDS, Aerial, Operating
Company, VoiceStream, VoiceStream Holdings, and Sonera Ltd. ("Sonera"), a
Finnish telecommunications company, and its U.S. subsidiary, Sonera Corporation
U.S., entered into a Settlement Agreement and Release whereby Sonera will (i)
invest $230 million into equity of Aerial and Operating Company, also at an
equivalent of $22 per Aerial Common Share, (ii) immediately prior to the Aerial
reorganization exchange its interest in Operating Company for Aerial Common
Stock, and (iii) upon consummation of the Aerial reorganization, release all
claims in connection with its prior investment in Operating Company.

      In addition, pursuant to a Stock Subscription Agreement between
VoiceStream Holdings and Sonera dated September 17, 1999, Sonera has agreed to
invest $500 million in VoiceStream Holdings at $57 per share of VoiceStream
Holdings Common Stock at the closing of Omnipoint reorganization.

SONERA INVESTOR AGREEMENT

      Sonera, VoiceStream and VoiceStream Holdings have entered into an
agreement which limits certain actions by Sonera as a stockholder of VoiceStream
Holdings for a period of 5 years. Among other provisions, and subject to certain
exceptions, TDS will agree not to:

o       acquire any additional shares of VoiceStream Holdings common stock which
        would cause Sonera to own in excess of 19.9% of the voting securities of
        VoiceStream Holdings;

o       solicit proxies for shares of VoiceStream Holdings common stock or
        participate in an election contest; or

o       join a group or take any action to initiate, encourage or otherwise
        facilitate a tender or exchange offer for VoiceStream Holdings which
        would result in change of control of VoiceStream Holdings.

In addition, Sonera would agree to certain restrictions on its ability to
transfer its VoiceStream Holdings shares. In particular, if Sonera sells
VoiceStream Holdings shares, it would agree to take reasonable care to preclude
the acquisition of more than 5% of the voting power of the VoiceStream Holdings
shares by any person or group, except certain affiliated parties.


EXHIBIT INDEX


<TABLE>
<CAPTION>
     Exhibit Number                    Description of Exhibit
<S>                        <C>
         99.1              News Release dated September 20, 1999 is
                           incorporated herein by reference to the Form 8-K
                           filed by Aerial Communications, Inc. on
                           September 28, 1999.

         99.2              Agreement and Plan of Reorganization dated as of
                           September 17, 1999 among VoiceStream Wireless
                           Corporation, VoiceStream Wireless Holding
                           Corporation, VoiceStream Subsidiary III Corporation,
                           Aerial Communications, Inc. and Telephone and Data
                           Systems, Inc. is incorporated herein by reference to
                           the Form 8-K filed by Telephone and Data Systems,
                           Inc. on September 28, 1999.

         99.3              Stockholder Agreement dated as of September 17, 1999
                           by and between Telephone and Data Systems, Inc.,
                           VoiceStream Wireless Corporation, and VoiceStream
                           Wireless Holding Corporation is incorporated herein
                           by reference to the Form 8-K filed by Telephone and
                           Data Systems, Inc. on September 28, 1999.

         99.4              Indemnity Agreement dated as of September 17, 1999,
                           among VoiceStream Wireless Corporation, VoiceStream
                           Wireless Holding Corporation, Aerial Communications,
                           Inc., Aerial Operating Company, Inc., and
</TABLE>


<PAGE>   5
                           <TABLE>
<S>                        <C>
                           Telephone and Data Systems, Inc. is incorporated
                           herein by reference to the Form 8-K filed by
                           Telephone and Data Systems, Inc. on September 28,
                           1999.

         99.5              Debt/Equity Replacement Agreement dated as of
                           September 17, 1999 made by and among Telephone and
                           Data Systems, Inc., Aerial Communications, Inc.,
                           Aerial Operating Company, Inc., VoiceStream Wireless
                           Corporation, and VoiceStream Wireless Holding
                           Corporation is incorporated herein by reference to
                           the Form 8-K filed by Telephone and Data Systems,
                           Inc. on September 28, 1999.

         99.6              Parent Stockholder Agreement dated as of September
                           17, 1999 by and among Aerial Communications, Inc.,
                           Telephone and Data Systems, Inc., VoiceStream
                           Wireless Corporation, VoiceStream Wireless Holding
                           Corporation and the individuals and entities set
                           forth on Schedule I thereto is incorporated herein by
                           reference to the Form 8-K filed by Telephone and Data
                           Systems, Inc. on September 28, 1999.


         99.7              Settlement Agreement and Release dated as September
                           17, 1999 by and among Sonera Ltd., Sonera Corporation
                           U.S., Telephone and Data Systems, Inc., Aerial
                           Communications, Inc., and Aerial Operating Company,
                           Inc. This agreement is joined by VoiceStream Wireless
                           Corporation and VoiceStream Wireless Holding
                           Corporation and is incorporated herein by reference
                           to the Form 8-K filed by Telephone and Data Systems,
                           Inc. on September 28, 1999.

         99.8              Stock Subscription Agreement dated September 17,
                           1999 by and among VoiceStream Wireless Holding
                           Corporation and Sonera Ltd.

         99.9              Investor Agreement dated September 17, 1999 by and
                           among Sonera Ltd., VoiceStream Wireless Corporation
                           and VoiceStream Wireless Holding Corporation.
</TABLE>