Edgar Filing: AER ENERGY RESOURCES INC /GA

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(AMENDMENT NO. 9)*
Under the Securities Exchange Act of 1934

AER Energy Resources, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, no par value
--------------------------------------------------------------------------------
(Title of Class of Securities)

Common Stock: 000944 10 8
--------------------------------------------------------------------------------
(CUSIP Number)

Mark D. Kaufman, Esq.
Sutherland Asbill & Brennan LLP
999 Peachtree Street, N.E.
Atlanta, Georgia 30309-3996
(404) 853-8107
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)

April 22, 2002
--------------------------------------------------------------------------------
(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(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) 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). The Exhibit Index is located immediately following page 39 of this
filing.

SCHEDULE 13D

CUSIP No. 000944 10 8 Page 2 of 39 Pages
----------- ---------

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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

JON A. LINDSETH
--------------------------------------------------------------------------------

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
--------------------------------------------------------------------------------

3 SEC USE ONLY

--------------------------------------------------------------------------------

4 SOURCE OF FUNDS*

AF
--------------------------------------------------------------------------------

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
--------------------------------------------------------------------------------

NUMBER OF 7 SOLE VOTING POWER

SHARES 36,667,654

BENEFICIALLY --------------------------------------------------------------

OWNED BY 8 SHARED VOTING POWER

EACH --------------------------------------------------------------

REPORTING 9 SOLE DISPOSITIVE POWER

PERSON 36,667,654
--------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER

--------------------------------------------------------------------------------

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

36,667,654

--------------------------------------------------------------------------------

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

--------------------------------------------------------------------------------

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

66.0%

--------------------------------------------------------------------------------

14 TYPE OF REPORTING PERSON*

--------------------------------------------------------------------------------

SCHEDULE 13D

CUSIP No. 000944 10 8 Page 3 of 39 Pages
----------- ---------

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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

THE KINDT-COLLINS COMPANY
--------------------------------------------------------------------------------

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
--------------------------------------------------------------------------------

3 SEC USE ONLY

--------------------------------------------------------------------------------

4 SOURCE OF FUNDS*

N/A
--------------------------------------------------------------------------------

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------

6 CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
--------------------------------------------------------------------------------

NUMBER OF 7 SOLE VOTING POWER

SHARES 212,994

BENEFICIALLY --------------------------------------------------------------

OWNED BY 8 SHARED VOTING POWER

EACH --------------------------------------------------------------

REPORTING 9 SOLE DISPOSITIVE POWER

PERSON 212,994
--------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER

--------------------------------------------------------------------------------

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

212,994

--------------------------------------------------------------------------------

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

--------------------------------------------------------------------------------

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.8%

--------------------------------------------------------------------------------

14 TYPE OF REPORTING PERSON*

--------------------------------------------------------------------------------

SCHEDULE 13D

CUSIP No. 000944 10 8 Page 4 of 39 Pages
----------- ---------

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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

AER PARTNERS
--------------------------------------------------------------------------------

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
--------------------------------------------------------------------------------

3 SEC USE ONLY

--------------------------------------------------------------------------------

4 SOURCE OF FUNDS*

N/A
--------------------------------------------------------------------------------

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------

6 CITIZENSHIP OR PLACE OF ORGANIZATION

OHIO
--------------------------------------------------------------------------------

NUMBER OF 7 SOLE VOTING POWER

SHARES 3,189,915

BENEFICIALLY --------------------------------------------------------------

OWNED BY 8 SHARED VOTING POWER

EACH --------------------------------------------------------------

REPORTING 9 SOLE DISPOSITIVE POWER

PERSON 3,189,915
--------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER

--------------------------------------------------------------------------------

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,189,915

--------------------------------------------------------------------------------

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

--------------------------------------------------------------------------------

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.5%

--------------------------------------------------------------------------------

14 TYPE OF REPORTING PERSON*

--------------------------------------------------------------------------------

SCHEDULE 13D

CUSIP No. 000944 10 8 Page 5 of 39 Pages
----------- ---------

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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

ELMWOOD PARTNERS II
--------------------------------------------------------------------------------

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
--------------------------------------------------------------------------------

3 SEC USE ONLY

--------------------------------------------------------------------------------

4 SOURCE OF FUNDS*

AF/BK
--------------------------------------------------------------------------------

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------

6 CITIZENSHIP OR PLACE OF ORGANIZATION

OHIO
--------------------------------------------------------------------------------

NUMBER OF 7 SOLE VOTING POWER

SHARES 33,113,515

BENEFICIALLY --------------------------------------------------------------

OWNED BY 8 SHARED VOTING POWER

EACH --------------------------------------------------------------

REPORTING 9 SOLE DISPOSITIVE POWER

PERSON 33,113,515
--------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER

--------------------------------------------------------------------------------

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

33,113,515

--------------------------------------------------------------------------------

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

--------------------------------------------------------------------------------

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

60.0%

--------------------------------------------------------------------------------

14 TYPE OF REPORTING PERSON*

--------------------------------------------------------------------------------

SCHEDULE 13D

CUSIP No. 000944 10 8 Page 6 of 39 Pages
----------- ---------

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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

BATTERY PARTNERS
--------------------------------------------------------------------------------

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
--------------------------------------------------------------------------------

3 SEC USE ONLY

--------------------------------------------------------------------------------

4 SOURCE OF FUNDS*

N/A
--------------------------------------------------------------------------------

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------

6 CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
--------------------------------------------------------------------------------

NUMBER OF 7 SOLE VOTING POWER

SHARES 121,230

BENEFICIALLY --------------------------------------------------------------

OWNED BY 8 SHARED VOTING POWER

EACH --------------------------------------------------------------

REPORTING 9 SOLE DISPOSITIVE POWER

PERSON 121,230
--------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER

--------------------------------------------------------------------------------

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

121,230

--------------------------------------------------------------------------------

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

--------------------------------------------------------------------------------

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.5%

--------------------------------------------------------------------------------

14 TYPE OF REPORTING PERSON*

--------------------------------------------------------------------------------

SCHEDULE 13D

CUSIP No. 000944 10 8 Page 7 of 39 Pages
----------- ---------

--------------------------------------------------------------------------------

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

JON A. LINDSETH, TRUSTEE UNDER JON A. LINDSETH TRUST AGREEMENT DATED
APRIL 25, 1986, AS MODIFIED
--------------------------------------------------------------------------------

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
--------------------------------------------------------------------------------

3 SEC USE ONLY

--------------------------------------------------------------------------------

4 SOURCE OF FUNDS*

AF
--------------------------------------------------------------------------------

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
--------------------------------------------------------------------------------

NUMBER OF 7 SOLE VOTING POWER

SHARES 36,424,660

BENEFICIALLY --------------------------------------------------------------

OWNED BY 8 SHARED VOTING POWER

EACH --------------------------------------------------------------

REPORTING 9 SOLE DISPOSITIVE POWER

PERSON 36,424,660
--------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER

--------------------------------------------------------------------------------

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

36,424,660

--------------------------------------------------------------------------------

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

--------------------------------------------------------------------------------

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

65.7%

--------------------------------------------------------------------------------

14 TYPE OF REPORTING PERSON*

--------------------------------------------------------------------------------

Item 1. SECURITY AND ISSUER.

The equity securities to which this Amendment No. 9 ("Amendment No.
9") to Schedule 13D relates are shares of common stock, no par value (the
"Common Stock"), of AER Energy Resources, Inc., a Georgia corporation ("AER
Energy"). The address of AER Energy's principal executive office is 4600
Highlands Parkway, Suite G, Smyrna, Georgia 30082.

Item 2. IDENTITY AND BACKGROUND.

(a)-(c) The persons filing this Amendment No. 9 (collectively, the
"Reporting Persons") are Jon A. Lindseth ("Mr. Lindseth"), Jon A. Lindseth,
Trustee, under the Jon A. Lindseth Trust Agreement dated April 25, 1986, as
modified (the "Trustee", with the Ohio trust created under such agreement
referred to as the "Trust"), The Kindt-Collins Company, a Delaware corporation
("Kindt-Collins"), and Elmwood Partners II ("Elmwood"), Battery Partners
("Battery Partners") and AER Partners ("AER Partners"), all Ohio partnerships.
Mr. Lindseth is the Trustee of the Trust, the Chairman of the Board of
Directors of Kindt-Collins and the Managing Partner of each of AER Partners,
Battery Partners and Elmwood.

Amendment No. 9 is being filed pursuant to Exchange Act Rules
13d-1(k)(1) and 13d-2 to report the purchase on April 22, 2002 by Elmwood of
100,000 shares of Series E Convertible Preferred Stock (the "Series E Preferred
Stock") and a warrant (the "Warrant") to purchase up to 1,851,852 shares of
Common Stock.

In addition, certain adjustments to the number of shares of Common
Stock beneficially owned by the Reporting Persons and their respective
percentages of Common Stock beneficially owned have been made to reflect the
application of automatic changes in the conversion rate of shares of Series A
Convertible Preferred Stock, no par value (the "Series A Preferred Stock"),
Series B Convertible Preferred Stock, no par value (the "Series B Preferred
Stock"), and Series D Convertible Preferred Stock, no par value (the "Series D
Preferred Stock"), owned by them pursuant to the anti-dilution provisions of
such securities.

THE TRUST:

The Trust is a revocable trust created to manage and invest certain
assets for the benefit of Mr. Lindseth (and to transfer such assets upon his
death to specified beneficiaries). The

Page 8 of 39

principal business address of the Trustee is Jon A. Lindseth, Trustee under Jon
A. Lindseth Trust Agreement dated April 25, 1986, as modified, c/o The
Kindt-Collins Company, 12651 Elmwood Avenue, Cleveland, Ohio 44111.

Each of Elmwood, Battery Partners and AER Partners are investment
partnerships which are composed of substantially the same partners. The
principal place of business and principal office of Elmwood, Battery Partners
and AER Partners is 12651 Elmwood Avenue, Cleveland, Ohio 44111.

KINDT-COLLINS:

Kindt-Collins is engaged in the business of manufacturing and
distributing products for use in the metal casting industry, including
industrial grade wax, aluminum casting patterns, and related abrasives,
plastics and lumber. The principal place of business and principal office of
Kindt-Collins is located at 12651 Elmwood Avenue, Cleveland, Ohio 44111.

The following tables set forth certain information as to the executive
officers and directors of Kindt-Collins and the general partners of AER
Partners and Elmwood, including their business addresses and principal
occupations.

Position with Kindt-Collins
Name and Business Address and Principal Occupation
------------------------- ---------------------------

Jon A. Lindseth Chairman of the Board and
The Kindt-Collins Company Treasurer
12651 Elmwood Avenue
Cleveland, OH 44111

Leo L. Kovachic Director and President
The Kindt-Collins Company
12651 Elmwood Avenue
Cleveland, OH 44111

Joseph D. Sullivan Director and Secretary;
Calfee, Halter & Griswold Partner, Calfee, Halter,
1800 Society Building & Griswold
Cleveland, OH 44114

AER PARTNERS:

Although AER Partners is organized as a general partnership, the
partnership agreement delegates the authority to vote and decide the
disposition of any securities owned by

Page 9 of 39

the partnership to either of Mr. Lindseth (individually or as the Trustee) and
his son, Mr. Steven W. Lindseth (as trustee), as co-Managing Partners. As a
practical matter, Mr. Lindseth acts as the Managing Partner of AER Partners.
Certain information regarding the general partners of AER Partners is set forth
below.

Position with Partnership
Name and Business Address and Principal Occupation
------------------------- -------------------------

Jon A. Lindseth, Trustee Managing Partner; Mr. Lindseth
under Jon A. Lindseth Trust is Chairman of the Board and
Agreement dated April 25, Treasurer, Kindt-Collins
1986, as modified
c/o Jon A. Lindseth
The Kindt-Collins Company
12651 Elmwood Avenue
Cleveland, Ohio 44111

Virginia M. Lindseth (spouse Partner
of Jon A. Lindseth), Trustee
under Virginia M. Lindseth
Trust Agreement dated April 25,
1986, as modified
46155 Fairmount Boulevard
Hunting Valley, OH 44022

Andrew M. Lindseth Partner; Chairman of the
ImageScan, Inc. Board, ImageScan, Inc.
Suite 109
103 Carnegie Center
Princeton, NJ 08540

Steven W. Lindseth, Trustee Partner; Steven W. Lindseth
under Steven W. Lindseth Trust is President, Complient, LLC
Agreement dated March 1, 1989, and Director, Nextec
as modified Applications, Inc.
Complient, LLC
4543 Taylor Lane
Warrensville Heights, OH 44128

Karen L. Parker, Trustee Partner
under Karen L. Parker
Declaration of Trust dated
March 3, 1990, as modified
240 Old Green Bay Road
Glencoe, IL 60022

Page 10 of 39

Peter L. Lindseth, Trustee Partner; Peter L. Lindseth is
under Peter L. Lindseth an associate professor at
Declaration of Trust University of Connecticut
dated May 12, 1994 School of Law.
University of Connecticut School
of Law
65 Elizabeth Street
Hartford, CT 06105-2290

Sullivan Family Limited Partner; Mr. Sullivan and his
Partnership spouse, Sandra H. Sullivan,
c/o Joseph D. Sullivan are the general partners of
Calfee, Halter & Griswold the Sullivan Family Limited
1800 Society Building Partnership.
Cleveland, OH 44114

Joseph D. Sullivan Trustee Partner; Mr. Sullivan is a
UAW Mary M. Sullivan dtd partner of Calfee, Halter &
December 24, 1975 Griswold.
c/o Joseph D. Sullivan
Calfee, Halter & Griswold
1800 Society Building
Cleveland, OH 44114

Louise A. Phillips, Successor Partner
Trustee under Fletcher Family
Revocable Living Trust
Agreement dated February 20,
1992
7 Warwick Lane
Rocky River, OH 44116

Mary E. Gail Trust Partner
c/o Louise A. Phillips, Trustee
7 Warwick Lane
Rocky River, OH 44116

Ann M. Rich Trust Partner
c/o Louise A. Phillips, Trustee
7 Warwick Lane
Rocky River, OH 44116

Susan K. Salo Trust Partner
c/o Louise A. Phillips, Trustee
7 Warwick Lane
Rocky River, OH 44116

Page 11 of 39

Louise I. Palmer Trust Partner
c/o Louise A. Phillips, Trustee
7 Warwick Lane
Rocky River, OH 44116

Edvins Auzenbergs, Trustee Partner; Mr. Auzenbergs is
Under Edvins Auzenbergs retired.
Declaration of Trust
dated August 11, 1995
23301 Wingfoot Drive
Westlake, OH 44145-4380

Leo L. Kovachic Partner; President,
The Kindt-Collins Company Kindt-Collins
12651 Elmwood Avenue
Cleveland, OH 44111

Leonard A. Principe Partner; Sales Manager,
The Kindt-Collins Company Kindt-Collins
12651 Elmwood Avenue
Cleveland, OH 44111

BATTERY PARTNERS:

Although Battery Partners is organized as a general partnership, the
partnership agreement delegates the authority to vote and decide the
disposition of any securities owned by the partnership to either of Mr.
Lindseth (individually or as the Trustee) and his son, Mr. Steven W. Lindseth
(as trustee), as co-Managing Partners. As a practical matter, Mr. Lindseth acts
as the Managing Partner of Battery Partners. Certain information regarding the
general partners of Battery Partners is set forth below.

Position with Partnership
Name and Business Address and Principal Occupation
------------------------- -------------------------

Jon A. Lindseth, Trustee Managing Partner; Mr. Lindseth
under Jon A. Lindseth Trust is Chairman of the Board
Agreement dated April 25, and Treasurer, Kindt-Collins
1986, as modified
c/o Jon A. Lindseth
The Kindt-Collins Company
12651 Elmwood Avenue
Cleveland, Ohio 44111

Page 12 of 39

Virginia M. Lindseth (spouse Partner
of Jon A. Lindseth), Trustee
under Virginia M. Lindseth
Trust Agreement dated April 25,
1986, as modified
46155 Fairmount Boulevard
Hunting Valley, OH 44022

Andrew M. Lindseth Partner; Chairman of the
ImageScan, Inc. Board, ImageScan, Inc.
Suite 109
103 Carnegie Center
Princeton, NJ 08540

Sharon H. Lindseth (spouse of Partner
Steven W. Lindseth)
1820 County Line Road
Gates Mills, OH 44040

Karen L. Parker, Trustee Partner
under Karen L. Parker
Declaration of Trust dated
March 3, 1990, as modified
240 Old Green Bay Road
Glencoe, IL 60022

Stephen C. Parker (spouse of Partner
Karen L. Parker)
240 Old Green Bay Road
Glencoe, IL 60022

Peter L. Lindseth, Trustee Partner; Peter L. Lindseth is
under Peter L. Lindseth an associate professor at the
Declaration of Trust, University of Connecticut
dated May 12, 1994 School of Law.
University of Connecticut
School of Law
65 Elizabeth Street
Hartford, CT 06105-2290

Page 13 of 39

Joseph D. Sullivan, Trustee Partner; Mr. Sullivan is a
UAW Mary M. Sullivan dtd partner of Calfee, Halter &
December 24, 1975 Griswold.
Calfee, Halter & Griswold
1800 Society Building
Cleveland, OH 44114

Joseph D. Sullivan, Trustee Partner; Mr. Sullivan is a
for Stephanie D. Sullivan partner of Calfee, Halter &
Calfee, Halter & Griswold Griswold.
1800 Society Building
Cleveland, OH 44114

Joseph D. Sullivan, Trustee Partner; Mr. Sullivan is a
for Laura W. Sullivan partner of Calfee, Halter &
Calfee, Halter & Griswold Griswold.
1800 Society Building
Cleveland, OH 44114

Joseph D. Sullivan, Trustee Partner; Mr. Sullivan is a
for M. Hannah Sullivan partner of Calfee, Halter &
Calfee, Halter & Griswold Griswold.
1800 Society Building
Cleveland, OH 44114

Joseph D. Sullivan, Trustee Partner; Mr. Sullivan is a
for J. D. Sullivan, Jr. partner of Calfee, Halter &
Calfee, Halter & Griswold Griswold.
1800 Society Building
Cleveland, OH 44114

Louise A. Phillips, Successor Partner
Trustee under Fletcher Family
Revocable Living Trust
Agreement dated February 20,
1992
7 Warwick Lane
Rocky River, OH 44116

Mary E. Gail Trust Partner
c/o Louise A. Phillips, Trustee
7 Warwick Lane
Rocky River, OH 44116

Page 14 of 39

Ann M. Rich Partner
15 Warwick Lane
Rocky River, OH 44116

Susan K. Salo Partner
1 Windsor Court
Rocky River, OH 44116

Louise I. Palmer Partner
Main Street
Beckett, MA 01223

Edvins Auzenbergs, Trustee Partner; Mr. Auzenbergs is
under Edvins Auzenbergs retired.
Declaration of Trust dated
August 11, 1995
23301 Wingfoot Drive
Westlake, OH 44145-4380

Leo L. Kovachic Partner; President,
The Kindt-Collins Company Kindt-Collins
12651 Elmwood Avenue
Cleveland, OH 44111

Leonard A. Principe Partner; Sales Manager,
The Kindt-Collins Company Kindt-Collins
12651 Elmwood Avenue
Cleveland, OH 44111

John M. Trenary Partner
7320 Tamarisk Drive
Fort Collins, CO 80525-9195

Patricia R. Westbrook Partner
1082 Baliff Court
Atlanta, GA 30319

Lisa A. Martina Trust Partner
276 Riverside Drive #10D
New York, NY 10025

Janice M. Trenary Partner
5746 Crestwood Drive
Fort Collins, CO 80525

ELMWOOD:

Page 15 of 39

Although Elmwood is organized as a general partnership, the
partnership agreement delegates the authority to vote and decide the
disposition of any securities owned by the partnership to either of Mr.
Lindseth (individually or as the Trustee) and his son, Mr. Steven W. Lindseth
(as trustee), as co-Managing Partners. As a practical matter, Mr. Lindseth acts
as the Managing Partner of Elmwood. Certain information regarding the general
partners of Elmwood is set forth below.

Position with Partnership
Name and Business Address and Principal Occupation
------------------------ --------------------------

Jon A. Lindseth, Trustee Managing Partner; Mr. Lindseth
under Jon A. Lindseth Trust is Chairman of the Board and
Agreement dated April 25, Treasurer, Kindt-Collins.
1986, as modified
c/o Jon A. Lindseth
The Kindt-Collins Company
12651 Elmwood Avenue
Cleveland, Ohio 44111

Virginia M. Lindseth (spouse Partner
of Jon A. Lindseth), Trustee
under Virginia M. Lindseth
Trust Agreement dated April 25,
1986, as modified
46155 Fairmount Boulevard
Hunting Valley, OH 44022

Andrew M. Lindseth Partner; Chairman of the
ImageScan, Inc. Board, ImageScan, Inc.
Suite 109
103 Carnegie Center
Princeton, NJ 08540

Karen L. Parker, Trustee Partner
under Karen L. Parker
Declaration of Trust dated
March 3, 1990, as modified
240 Old Green Bay
Glencoe, IL 60022

Page 16 of 39

Joseph D. Sullivan, Trustee Partner; Mr. Sullivan is a
under Joseph D. Sullivan partner of Calfee, Halter &
Declaration of Trust dated Griswold.
April 7, 1984, as modified
Calfee, Halter & Griswold
1800 Society Building
Cleveland, OH 44114

Sandra H. Sullivan (spouse of Partner
Joseph D. Sullivan), Trustee
under Sandra H. Sullivan
Declaration of Trust dated
April 7, 1984, as modified
9040 Little Mountain Road
Kirtland Hills, Ohio 44060

Louise A. Phillips, Successor Partner
Trustee under Fletcher Family
Revocable Living Trust
Agreement dated February 20,
1992
7 Warwick Lane
Rocky River, OH 44116

Edvins Auzenbergs, Trustee Partner; Mr. Auzenbergs is
under Edvins Auzenbergs retired.
Declaration of Trust dated
August 11, 1995
23301 Wingfoot Drive
Westlake, OH 44145-4380

Leo L. Kovachic Partner; President,
The Kindt-Collins Company Kindt-Collins
12651 Elmwood Avenue
Cleveland, OH 44111

Page 17 of 39

Leonard A. Principe Partner; Sales Manager,
The Kindt-Collins Company Kindt-Collins
12651 Elmwood Avenue
Cleveland, OH 44111

In addition to serving as Chairman of the Board and Treasurer of
Kindt-Collins and Managing Partner of each of AER Partners, Battery Partners
and Elmwood, Mr. Lindseth serves as the Chairman of the Board of AER Energy, as
well as the Chairman of the Boards of each of Hines Flask Company and Shanafelt
Manufacturing Company, both of which serve the metal casting industry,
Complient, LLC, a limited liability company developing and marketing consumer
products, and as a director of Nextec Applications, Inc., a company formed to
develop products utilizing fabric coating technology. The principal business
addresses of each of these organizations (other than AER Energy) are as
follows:

Hines Flask Company
3431 West 140th Street
Cleveland, OH 44111

Shanafelt Manufacturing Company
2600 Winfield Way, N.E.
Canton, OH 44705

Complient, LLC
4543 Taylor Lane
Warrensville Heights, OH 44128

Nextec Applications, Inc.
2611 Commerce Way
Vista, CA 92083

(d) Neither Kindt-Collins, Elmwood, Battery Partners, AER
Partners, the Trustee, the Trust nor any of the persons listed in the above
tables, including Mr. Lindseth, has been convicted during the last five years
in any criminal proceeding (excluding traffic violations or similar
misdemeanors).

(e) Neither Kindt-Collins, Elmwood, Battery Partners, AER
Partners, the Trustee, the Trust nor any of the persons listed in the above
tables, including Mr. Lindseth, has been a party during the last five years
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

18 of 39

mandating activities subject to, federal or state securities laws, or
finding any violation with respect to such laws.

(f) All of the individuals named in the above tables are citizens
of the United States of America.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 is hereby amended and supplemented to include the following
additional information:

Elmwood purchased a total of 100,000 shares of Series E Preferred
Stock and the Warrant on April 22, 2002 for an aggregate purchase price of
$1,000,000 in cash. Elmwood borrowed funds from Kindt-Collins to pay the cash
portion of the purchase price. The loan from Kindt-Collins is not secured by
any of the assets of Elmwood and bears interest at 5.54% per year.
Kindt-Collins borrowed these funds from The Huntington National Bank pursuant
to a previously existing demand revolving credit facility that bears interest
at LIBOR plus 1.85% per year.

Item 4. PURPOSE OF TRANSACTION.

Item 4 is hereby amended to include the following additional
information:

Mr. Lindseth, as a co-Managing Partner of Elmwood, directed the
separate purchase by Elmwood of 100,000 shares of Series E Preferred Stock and
the Warrant for investment purposes.

Kindt-Collins, Mr. Lindseth, the Trust, Elmwood, Battery Partners and
AER Partners own their respective AER Energy securities for investment
purposes.

Mr. Lindseth, on behalf of himself, as the Trustee or as Managing
Partner of AER Partners, Elmwood or Battery Partners, may seek for investment
purposes to purchase additional shares of Common Stock, additional shares of
Series E Preferred Stock, or other series of preferred stock of AER Energy in
the open market or in privately negotiated transactions.

Additionally, the number of shares of AER Common Stock deemed to be
beneficially owned by Mr. Lindseth, the Trustee and Elmwood due to the
conversion features of the shares of Series A Preferred Stock, the Series B
Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock
(and the corresponding percentages of the AER Common Stock beneficially

19 of 39

owned by them) may automatically change from time to time without any action on
the part of such persons due to (i) fluctuations in the amount of accrued and
unpaid dividends with respect to such securities, which dividends may be
converted into Common Stock at the same conversion rate as the shares of stock
upon which such dividends accrued and (ii) the effect of certain anti-dilution
and other terms of such securities upon the conversion rate set forth therein.
In addition, the Warrant and the other warrants purchased together with such
securities also contain exercise price adjustment and anti-dilution provisions,
which may cause the aggregate number of shares of Common Stock that may be
received upon the exercise in full of such warrants to be adjusted.

Joseph D. Sullivan, on behalf of himself or certain Sullivan family
partnerships and trusts, may seek for investment purposes to purchase
additional shares of Common Stock in the open market or in privately negotiated
transactions.

Item 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 is hereby amended in its entirety to read as follows:

The percentages set forth below are based on 25,522,121 shares of
Common Stock outstanding as of the close of business on March 11, 2002 (as
reported in AER Energy's most recent Form 10-K), plus, pursuant to Rule
13d-3(d)(1)(i), such additional number of shares that each person may acquire
within 60 days pursuant to the exercise of any option, warrant or right, the
conversion of any security or the power to revoke a trust or similar
arrangement.

(a) Kindt-Collins beneficially owns directly 212,994 shares of
the Common Stock, or 0.8% of the outstanding Common Stock, of which 112,994
shares may be acquired pursuant to the exercise in full of a warrant that is
immediately exercisable.

AER Partners beneficially owns directly 3,189,915 shares of Common
Stock, or 12.5% of the outstanding Common Stock.

Elmwood beneficially owns directly 33,113,515 shares of Common Stock,
or 60.0% of the outstanding Common Stock, of which (i) 6,507,108 shares may be
acquired (as of April 22, 2002) pursuant to the exercise in full of immediately
exercisable warrants (including the Warrant), (ii) 5,390,691 shares may be
acquired (as of April 22, 2002) pursuant to the conversion in full of 202,250
shares of Series A Preferred Stock, all of which

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are immediately convertible, (iii) 3,554,533 shares may be acquired (as of
April 22, 2002) pursuant to the conversion in full of 102,250 shares of Series
B Preferred Stock, all of which are immediately convertible, (iv) 9,671,766
shares may be acquired (as of April 22, 2002) pursuant to the conversion in
full of 272,000 shares of Series D Preferred Stock, all of which are
immediately convertible, and (v) 4,830,918 shares may be acquired (as of April
22, 2002) pursuant to the conversion in full of 100,000 shares of Series E
Preferred Stock, all of which are immediately convertible. Elmwood beneficially
owns (i) 202,250 shares of Series A Preferred Stock, or 50.0% of the
outstanding Series A Preferred Stock, (ii) 102,250 shares of Series B Preferred
Stock, or 100.0% of the outstanding Series B Preferred Stock, (iii) 272,000
shares of Series D Preferred Stock, or 90.7% of the outstanding Series D
Preferred Stock, and (iv) 100,000 shares of Series E Preferred Stock, or 100%
of the outstanding Series E Preferred Stock.

Battery Partners beneficially owns directly 121,230 shares of Common
Stock, or 0.5% of the outstanding Common Stock.

The Trust beneficially owns indirectly, through its interests in AER
Partners, Elmwood and Battery Partners, 36,424,660 shares of Common Stock, or
65.7% of the outstanding Common Stock. As discussed above, Mr. Lindseth claims
beneficial ownership of all such shares indirectly owned by the Trust.

The partnership agreements among the partners of AER Partners, Elmwood
and Battery Partners delegate to Mr. Lindseth (individually or as the Trustee),
as a co-Managing Partner of each partnership, the authority to vote and decide
the disposition of shares of the Common Stock owned by AER Partners and
Elmwood; otherwise, Mr. Lindseth (individually and as Trustee) disclaims
beneficial ownership of (i) that percentage interest in the Common Stock
attributed to the partners of each of AER Energy and Elmwood as set forth in
the foregoing tables, other than the Trustee and Virginia M. Lindseth (Mr.
Lindseth's spouse) as Trustee under the Virginia M. Lindseth Trust Agreement
dated April 25, 1986, as modified (the "VML Trustee") and (ii) that percentage
interest in the Common Stock owned indirectly by the partners of Battery
Partners (other than the Trustee and the VML Trustee) through their respective
ownership interests in Battery Partners.

Steven W. Lindseth, Mr. Lindseth's son, is also a co-Managing Partner
of AER Partners, Elmwood Partners and Battery

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Partners. However, as a practical matter Mr. Lindseth acts as Managing Partner
and Steven W. Lindseth disclaims beneficial ownership of (i) that percentage
interest in the Common Stock attributable to the partners of each of AER
Partners and Elmwood Partners other than himself as set forth in the foregoing
tables and (ii) that percentage interest in the Common Stock owned indirectly
by the partners (other than himself) of Battery Partners through their
respective ownership interests in Battery Partners.

The following table sets forth the allocation of shares of Common
Stock beneficially owned by AER Partners among all of its partners. However,
except as otherwise provided, nothing contained herein shall be an admission
that any of such partners beneficially own such shares of Common Stock.

Number of Shares Percentage
Percentage Partner of Common Stock Interest(1)
------------------ ---------------- -----------

Jon A. Lindseth, Trustee 1,490,120.9 5.8%
under Jon A. Lindseth Trust
Agreement dated April 25,
1986, as modified

Virginia M. Lindseth, Trustee 85,272.8 0.3
under Virginia M. Lindseth
Trust Agreement dated April
25, 1986, as modified

Andrew M. Lindseth 120,888.2 0.5

Steven W. Lindseth, Trustee 120,888.2 0.5
under Steven W. Lindseth Trust
Agreement dated March 1, 1989,
as modified

Karen L. Parker, Trustee 120,888.2 0.5
under Karen L. Parker
Declaration of Trust dated
March 3, 1990, as modified

Peter L. Lindseth, Trustee 120,888.2 0.5
under Peter L. Lindseth
Declaration of Trust, dated
May 12, 1994, as modified

Sullivan Family Limited 299,852.0 1.2
Partnership

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Joseph D. Sullivan Trustee 229,179.0 0.9
UAW Mary M. Sullivan dtd
December 24, 1975

Louise A. Phillips, Successor 227,932.2 0.9
Trustee under Fletcher Family
Revocable Living Trust Agreement
dated February 20, 1992

Mary E. Gail Trust 28,709.2 0.1

Ann M. Rich Trust 28,709.2 0.1

Susan K. Salo Trust 28,709.2 0.1

Louise I. Palmer Trust 28,709.2 0.1

Edvins Auzenbergs, Trustee 205,660.2 0.8
under Edvins Auzenbergs
Declaration of Trust
dated August 11, 1995

Leo L. Kovachic 33,439.9 0.1

Leonard A. Principe 20,067.8 0.1

---------
(1) The percentages set forth below are based on 25,522,121 shares of
Common Stock outstanding as of the close of business on March 11, 2002
(as reported in AER Energy's most recent Form 10-K), plus, pursuant to
Rule 13d-3(d)(1)(i), such additional number of shares that each person
may acquire within 60 days pursuant to the exercise of any option,
warrant or right, the conversion of any security or the power to
revoke a trust or similar arrangement.

The following table sets forth the allocation of shares of Common
Stock beneficially owned by Elmwood among all of its partners. However, except
as otherwise provided, nothing contained herein shall be an admission that any
of such partners beneficially own such shares of Common Stock.

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Number of Shares Percentage
Partner of Common Stock Interest(2)
------- ---------------- -----------

Jon A. Lindseth, Trustee 15,468,481.8 39.1%
under Jon A. Lindseth Trust
Agreement dated April 25,
1986, as modified

Virginia M. Lindseth, Trustee 885,190.5 3.4
under Virginia M. Lindseth
Trust Agreement dated April
25, 1986, as modified

Steven W. Lindseth, Trustee 1,254,902.9 4.7
under Steven W. Lindseth Trust
Agreement dated March 1, 1989,
as modified

Andrew M. Lindseth 1,254,902.9 4.7

Karen L. Parker, Trustee 1,254,902.9 4.7
under Karen L. Parker
Declaration of Trust dated
March 3, 1990, as modified

Peter L. Lindseth, Trustee 1,254,902.9 4.7
under Peter L. Lindseth
Declaration of Trust, dated
May 12, 1994, as modified

Joseph D. Sullivan, Trustee 3,401,950.1 11.9
under Joseph D. Sullivan
Declaration of Trust dated
April 7, 1984, as modified

Sandra H. Sullivan, Trustee 2,089,760.8 7.6
under Sandra H. Sullivan
Declaration of Trust dated
April 7, 1984, as modified

Edvins Auzenbergs, Trustee 2,134,894.5 7.8
under Edvins Auzenbergs
Declaration of Trust dated
August 11, 1995

Louise A. Phillips, Successor 3,558,179.6 12.4
Trustee under Fletcher Family
Revocable Living Trust
Agreement dated February 20, 1992

Leonard A. Principe 208,317.1 0.8

Leo L. Kovachic 347,129.0 1.3

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---------
(2) The percentages set forth below are based on 25,522,121 shares of
Common Stock outstanding as of the close of business on March 11, 2002
(as reported in AER Energy's most recent Form 10-K), plus, pursuant to
Rule 13d-3(d)(1)(i), such additional number of shares that each person
may acquire within 60 days pursuant to the exercise of any option,
warrant or right, the conversion of any security or the power to
revoke a trust or similar arrangement.

The following table sets forth the allocation of shares of Series A
Preferred Stock held by Elmwood among all of its partners. However, except as
otherwise provided, nothing contained herein shall be an admission that any of
such partners beneficially own such shares of Series A Preferred Stock.

Number of Shares of Percentage
Partner Series A Preferred Stock Interest(3)
------- ------------------------ -----------

Jon A. Lindseth, Trustee 94,478.1 23.4%
under Jon A. Lindseth Trust
Agreement dated April 25,
1986, as modified

Virginia M. Lindseth, Trustee 5,406.5 1.3
under Virginia M. Lindseth
Trust Agreement dated April
25, 1986, as modified

Steven W. Lindseth, Trustee 7,664.7 1.9
under Steven W. Lindseth Trust
Agreement dated March 1, 1989,
as modified

Andrew M. Lindseth 7,664.7 1.9

Karen L. Parker, Trustee 7,664.7 1.9
under Karen L. Parker
Declaration of Trust dated
March 3, 1990, as modified

Peter L. Lindseth, Trustee 7,664.7 1.9
under Peter L. Lindseth
Declaration of Trust, dated
May 12, 1994, as modified

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Joseph D. Sullivan, Trustee 20,778.4 5.1
under Joseph D. Sullivan
Declaration of Trust dated
April 7, 1984, as modified

Sandra H. Sullivan, Trustee 12,763.8 3.2
under Sandra H. Sullivan
Declaration of Trust dated
April 7, 1984, as modified

Edvins Auzenbergs, Trustee 13,039.5 3.2
under Edvins Auzenbergs
Declaration of Trust dated
August 11, 1995

Louise A. Phillips, Successor 21,732.6 5.4
Trustee under Fletcher Family
Revocable Living Trust
Agreement dated February 20, 1992

Leonard A. Principe 1,272.4 0.3

Leo L. Kovachic 2,120.2 0.5

---------
(3) The percentages set forth below are based on 404,500 shares of Series
A Preferred Stock outstanding as of April 22, 2002.

The following table sets forth the allocation of shares of Series B
Preferred Stock held by Elmwood among all of its partners. However, except as
otherwise provided, nothing contained herein shall be an admission that any of
such partners beneficially own such shares of Series B Preferred Stock.

Number of Shares of Percentage
Partner Series B Preferred Stock Interest(4)
------- ------------------------ -----------

Jon A. Lindseth, Trustee 47,764.6 46.7%
under Jon A. Lindseth Trust
Agreement dated April 25,
1986, as modified

Virginia M. Lindseth, Trustee 2,733.3 2.7
under Virginia M. Lindseth
Trust Agreement dated April
25, 1986, as modified

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Steven W. Lindseth, Trustee 3,875.0 3.8
under Steven W. Lindseth Trust
Agreement dated March 1, 1989,
as modified

Andrew M. Lindseth 3,875.0 3.8

Karen L. Parker, Trustee 3,875.0 3.8
under Karen L. Parker
Declaration of Trust dated
March 3, 1990, as modified

Peter L. Lindseth, Trustee 3,875.0 3.8
under Peter L. Lindseth
Declaration of Trust, dated
May 12, 1994, as modified

Joseph D. Sullivan, Trustee 10,504.8 10.3
under Joseph D. Sullivan
Declaration of Trust dated
April 7, 1984, as modified

Sandra H. Sullivan, Trustee 6,452.9 6.3
under Sandra H. Sullivan
Declaration of Trust dated
April 7, 1984, as modified

Edvins Auzenbergs, Trustee 6,592.3 6.4
under Edvins Auzenbergs
Declaration of Trust dated
August 11, 1995

Louise A. Phillips, Successor 10,987.2 10.7
Trustee under Fletcher Family
Revocable Living Trust
Agreement dated February 20, 1992

Leonard A. Principe 643.3 0.6

Leo L. Kovachic 1,071.9 1.0

---------
(4) The percentages set forth below are based on 102,250 shares of Series
B Preferred Stock outstanding as of April 22, 2002.

The following table sets forth the allocation of shares of Series D
Preferred Stock held by Elmwood among all of its partners. However, except as
otherwise provided, nothing

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contained herein shall be an admission that any of such partners beneficially
own such shares of Series D Preferred Stock.

Number of Shares of Percentage
Partner Series D Preferred Stock Interest(5)
------- ------------------------ -----------

Jon A. Lindseth, Trustee 127,060.7 42.4%
under Jon A. Lindseth Trust
Agreement dated April 25,
1986, as modified

Virginia M. Lindseth, Trustee 7,271.1 2.4
under Virginia M. Lindseth
Trust Agreement dated April
25, 1986, as modified

Steven W. Lindseth, Trustee 10,308.0 3.4
under Steven W. Lindseth Trust
Agreement dated March 1, 1989,
as modified

Andrew M. Lindseth 10,308.0 3.4

Karen L. Parker, Trustee 10,308.0 3.4
under Karen L. Parker
Declaration of Trust dated
March 3, 1990, as modified

Peter L. Lindseth, Trustee 10,308.0 3.4
under Peter L. Lindseth
Declaration of Trust, dated
May 12, 1994, as modified

Joseph D. Sullivan, Trustee 27,944.2 9.3
under Joseph D. Sullivan
Declaration of Trust dated
April 7, 1984, as modified

Sandra H. Sullivan, Trustee 17,165.6 5.7
under Sandra H. Sullivan
Declaration of Trust dated
April 7, 1984, as modified

Edvins Auzenbergs, Trustee 17,536.4 5.8
under Edvins Auzenbergs
Declaration of Trust dated
August 11, 1995

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Louise A. Phillips, Successor 29,227.5 9.7
Trustee under Fletcher Family
Revocable Living Trust
Agreement dated February 20, 1992

Leonard A. Principe 1,771.2 0.6

Leo L. Kovachic 2,851.4 1.0

---------
(5) The percentages set forth below are based on 300,000 shares of Series
D Preferred Stock outstanding as of April 22, 2002.

The following table sets forth the allocation of shares of Series E
Preferred Stock held by Elmwood among all of its partners. However, except as
otherwise provided, nothing contained herein shall be an admission that any of
such partners beneficially own such shares of Series E Preferred Stock.

Number of Shares of Percentage
Partner Series E Preferred Stock Interest(6)
------- ------------------------ -----------

Jon A. Lindseth, Trustee 46,713.5 46.7%
under Jon A. Lindseth Trust
Agreement dated April 25,
1986, as modified

Virginia M. Lindseth, Trustee 2,673.2 2.7
under Virginia M. Lindseth
Trust Agreement dated April
25, 1986, as modified

Steven W. Lindseth, Trustee 3,789.7 3.8
under Steven W. Lindseth Trust
Agreement dated March 1, 1989,
as modified

Andrew M. Lindseth 3,789.7 3.8

Karen L. Parker, Trustee 3,789.7 3.8
under Karen L. Parker
Declaration of Trust dated
March 3, 1990, as modified

Peter L. Lindseth, Trustee 3,789.7 3.8
under Peter L. Lindseth
Declaration of Trust, dated

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May 12, 1994, as modified

Joseph D. Sullivan, Trustee 10,273.6 10.3
under Joseph D. Sullivan
Declaration of Trust dated
April 7, 1984, as modified

Sandra H. Sullivan, Trustee 6,310.9 6.3
under Sandra H. Sullivan
Declaration of Trust dated
April 7, 1984, as modified

Edvins Auzenbergs, Trustee 6,447.2 6.4
under Edvins Auzenbergs
Declaration of Trust dated
August 11, 1995

Louise A. Phillips, Successor 10,745.4 10.7
Trustee under Fletcher Family
Revocable Living Trust
Agreement dated February 20, 1992

Leonard A. Principe 629.1 0.6

Leo L. Kovachic 1,048.3 1.0

---------
(6) The percentages set forth below are based on 100,000 shares of Series
E Preferred Stock outstanding as of April 22, 2002.

The following table sets forth the allocation of shares of Common
Stock beneficially owned by Battery Partners among all of its partners.
However, except as otherwise provided, nothing contained herein shall be an
admission that any of such partners beneficially own such shares of Common
Stock.

Number of Shares Percentage
Percentage Partner of Common Stock Interest(7)
------------------ ---------------- -----------

Jon A. Lindseth, Trustee 33,753.7 0.13%
under Jon A. Lindseth Trust
Agreement dated April 25,
1986, as modified

Virginia M. Lindseth, Trustee 2,859.6 0.01
under Virginia M. Lindseth
Trust Agreement dated April

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25, 1986, as modified

Andrew M. Lindseth 4,053.7 0.02

Katherine S. Lindseth 4,053.7 0.02

Steven W. Lindseth, Trustee 4,053.7 0.02
under Steven W. Lindseth Trust
Agreement dated March 1, 1989,
as modified

Sharon H. Lindseth 4,053.7 0.02

Karen L. Parker, Trustee 4,053.7 0.02
under Karen L. Parker
Declaration of Trust dated
March 3, 1990, as modified

Stephen C. Parker 4,053.7 0.02

Peter L. Lindseth, Trustee 4,053.7 0.02
under Peter L. Lindseth
Declaration of Trust, dated
May 12, 1994, as modified

Joseph D. Sullivan Trustee 13,089.9 0.05
UAW Mary M. Sullivan dtd
December 24, 1975

J. D. Sullivan, Trustee 1,162.6 0.01
for Stephanie D. Sullivan

J. D. Sullivan, Trustee 1,162.6 0.01
for J. D. Sullivan, Jr

J. D. Sullivan, Trustee 1,162.6 0.01
for Laura W. Sullivan

J. D. Sullivan, Trustee 1,162.6 0.01
for M. Hannah Sullivan

Louise A. Phillips, Successor 6,843.8 0.03
Trustee under Fletcher Family
Revocable Living Trust Agreement
dated February 20, 1992

Mary E. Gail Trust 1,162.6 0.01

Ann M. Rich 1,162.6 0.01

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Susan K. Salo 1,162.6 0.01

Louise I. Palmer 1,162.6 0.01

Edvins Auzenbergs, Trustee 6,896.4 0.03
under Edvins Auzenbergs
Declaration of Trust
dated August 11, 1995

Leo L. Kovachic 6,290.4 0.03

Leonard A. Principe 673.6 0.003

John M. Trenary 3,030.8 0.01

Patricia R. Westbrook 3,030.8 0.01

Lise A. Martina Trust 4,053.7 0.02

Janice M. Trenary 3,030.9 0.01

---------
(7) The percentages set forth below are based on 25,522,121 shares of
Common Stock outstanding as of the close of business on March 11, 2002
(as reported in AER Energy's most recent Form 10-K), plus, pursuant to
Rule 13d-3(d)(1)(i), such additional number of shares that each person
may acquire within 60 days pursuant to the exercise of any option,
warrant or right, the conversion of any security or the power to
revoke a trust or similar arrangement.

Mr. Lindseth (individually and as the Trustee), as a co-Managing
Partner of each of AER Partners, Elmwood and Battery Partners, and as Chairman
of the Board of Kindt-Collins, may be deemed to have beneficial ownership of
(i) all the shares of Common Stock beneficially owned by each of AER Partners,
Elmwood and Kindt-Collins, (ii) all of the shares of Series A Preferred Stock,
Series B Preferred Stock, Series D Preferred Stock and Series E Preferred Stock
owned by Elmwood, (iii) in the case of Mr. Lindseth individually, 30,000 shares
of Common Stock owned directly by him and (iv) in the case of Mr. Lindseth both
individually and as the Trustee, 121,230 shares of Common Stock owned by
Battery Partners, for an aggregate of [A] 36,667,654 shares of Common Stock in
the case of Mr. Lindseth and [B] 36,424,660 shares of Common Stock in the case
of the Trustee. Generally, Mr. Lindseth and the Trustee each disclaim
beneficial ownership of that percentage interest in the Common Stock, the
Series A Preferred Stock, the Series B Preferred Stock and the

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Series D Preferred Stock attributable to the partners (other than the Trustee
and the VML Trustee) of each of AER Partners, Elmwood and Battery Partners as
further described above.

Similarly, Steven W. Lindseth, Mr. Lindseth's son, as a co-Managing
Partner of each of AER Partners and Elmwood, may be deemed to have beneficial
ownership of all the shares of Common Stock, Series A Preferred Stock, Series B
Preferred Stock and Series D Preferred Stock beneficially owned by each of AER
Partners and Elmwood, as well as 121,230 shares of Common Stock owned by
Battery Partners and 15,300 shares of Common Stock that he owns directly, for
an aggregate beneficial ownership of 36,439,960 shares of Common Stock (or
65.7% of the total shares of Common Stock outstanding). However, as a practical
matter, Mr. Lindseth, his father, acts as Managing Partner of such partnerships
and Steven W. Lindseth disclaims beneficial ownership of that percentage
interest in the Common Stock and AER Energy preferred stock attributable to the
partners (other than himself) of AER Partners, Elmwood and Battery Partners as
further described above.

As a result of the transactions reported in this Amendment No. 9
(including changes resulting from adjustments to the conversion rates of the
Series A Preferred Stock and the Series B Preferred Stock), Mr. Lindseth's
total beneficial ownership in AER Energy's Common Stock is now 66.0% of the
total shares outstanding and the Trustee's total beneficial ownership in AER
Energy's Common Stock is now 65.7% of the total shares outstanding (in each
case if all the shares Mr. Lindseth and the Trustee may be deemed to
beneficially own are included).

Mr. Joseph D. Sullivan owns 299,575 shares of Common Stock directly.
Mrs. Sandra H. Sullivan owns 120,000 shares of Common Stock directly. Mr.
Joseph D. Sullivan and Mrs. Sandra H. Sullivan each also (i) have an indirect
interest through the Waho Fund, a family general partnership, in a percentage
of the 52,500 shares of Common Stock owned by such partnership corresponding to
their respective ownership interests in such partnership and (ii) have an
indirect interest through the Pine Fund Corporation, a corporation wholly owned
by Mr. and Mrs. Sullivan, in a percentage interest of the 20,000 shares of
Common Stock owned by such corporation corresponding to their respective
ownership interests in such corporation.

Mr. Leo L. Kovachic owns 1,000 shares of Common Stock directly.

33 of 39

(b) Kindt-Collins has the sole power to vote and direct the
disposition of the 212,994 shares of Common Stock it beneficially owns, and Mr.
Lindseth has sole voting and dispositive power with respect to these shares
with the other directors of Kindt-Collins listed in Item 2 above.

AER Partners, Elmwood and Battery Partners are all managed by Mr.
Lindseth (individually and as the Trustee). His son, Mr. Steven W. Lindseth,
also has, pursuant to the relevant partnership agreements, the power to vote
and direct the disposition of the Common Stock owned by such partnerships (for
a total of 36,424,660 shares of the Common Stock), but as a practical matter
Mr. Lindseth exercises this power.

Mr. Lindseth has sole voting and dispositive power with respect to the
30,000 shares owned by him.

Mr. Steven W. Lindseth has sole voting and dispositive control over
the 15,300 shares of Common Stock he owns directly.

Mr. Joseph D. Sullivan has sole voting and dispositive control over:
(i) 299,575 shares of Common Stock he owns directly, (ii) 8,700 shares of
Common Stock he holds as Trustee for the Laura S. McKenna Trust dated April 1,
1984, (iii) 10,000 shares he holds as Trustee for the Stephanie D. Sullivan
Trust dates May 28, 1986, (v) 52,500 shares of Common Stock owned by the Waho
Fund, of which Mr. Sullivan is a general partner (vi) 20,000 shares of Common
Stock owned by the Pine Fund Corporation, of which Mr. Sullivan is the
President and (vii) 50,000 shares of Common Stock owned by the Sullivan Family
Fund, a charitable corporation; for a total of 440,775 shares of Common Stock.

Mrs. Sandra H. Sullivan has sole voting and dispositive control over
the 120,000 shares of Common Stock she owns directly.

Mr. Leo L. Kovachic has sole voting and dispositive power over the
1,000 shares he owns directly.

(d) Kindt-Collins is a subchapter S corporation and as such, each
of its shareholders has the right to receive dividends from, or the proceeds
from the sale of, its stock. AER Partners, Elmwood and Battery Partners are
each partnerships and as such, each of their respective partners (including the
Trustee) has the right to receive distributions from, or

34 of 39

proceeds from the sale of, any Common Stock owned by such partnership. Such
interests of the Trustee relate to more than 5% of the Common Stock.

(e) Kindt-Collins ceased to be a beneficial owner of 5% or more
of the Common Stock on February 6, 1996, when it sold all but 212,994 of its
shares of Common Stock beneficially owned to Elmwood.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

Except as described herein or filed previously with respect to the
Schedule 13D, there are no new contracts, arrangements, understandings or
relationships with respect to the Common Stock.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

EXHIBIT A Securities Purchase Agreement, dated February 27, 2001(1)

EXHIBIT B Articles of Amendment to Articles of Incorporation of AER
Energy Resources, Inc., dated February 27, 2001(1)

EXHIBIT C Warrant, dated February 27, 2001, to purchase 776,699 shares
of Common Stock(1)

EXHIBIT D Promissory Note, dated February 20, 2001, issued by Elmwood
Partners II, as maker, to The Huntington National Bank, as
payee(1)

EXHIBIT E Commercial Guaranty, between Kindt-Collins and The Huntington
National Bank(1)

EXHIBIT F Securities Purchase Agreement, dated September 27, 2000(2)

EXHIBIT G Articles of Amendment to Articles of Incorporation of AER
Energy Resources, Inc., dated September 27, 2000(2)

EXHIBIT H Warrant, dated September 27, 2000, to purchase 470,035 shares
of Common Stock(2)

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EXHIBIT I Promissory Note, dated September 15, 2000, issued by Elmwood
Partners II, as maker, to The Kindt-Collins Company, as
payee(3)

EXHIBIT J Securities Purchase Agreement, dated as of January 31,
2002(4)

EXHIBIT K Articles of Amendment to Articles of Incorporation of AER
Energy Resources, Inc., dated January 31, 2002(4)

EXHIBIT L Revolving Credit Note, dated August 28, 2001, issued by AER
Energy Resources, Inc., as maker, to Elmwood Partners II, as
payee(4)

EXHIBIT M Revolving Credit Note, dated November 20, 2001, issued by AER
Energy Resources, Inc., as maker, to Elmwood Partners II, as
payee(4)

EXHIBIT N Warrant, dated January 31, 2002, to purchase 3,408,522 shares
of Common Stock(4)

EXHIBIT O Promissory Note, dated February 4, 2002, issued by Elmwood
Partners II, as maker, to The Kindt-Collins Company, as
payee(4)

EXHIBIT P Securities Purchase Agreement, dated as of April 22, 2002

EXHIBIT Q Articles of Amendment to Articles of Incorporation of AER
Energy Resources, Inc., dated April 18, 2002

EXHIBIT R Warrant, dated April 22, 2002, to purchase 1,851,852 shares
of Common Stock

EXHIBIT S Revolving Note, dated July 1, 1998, issued by The
Kindt-Collins Company, as maker, to The Huntington National
Bank, as payee

EXHIBIT T Promissory Note, dated April 22, 2002, issued by Elmwood
Partners II, as maker, to The Kindt-Collins Company, as payee

EXHIBIT U Agreement with respect to joint filing of Amendment No. 9 to
Schedule 13D pursuant to Rule 13d-1(k)(1)(iii), dated April
29, 2002, by and

36 of 39

among Jon A. Lindseth, Jon A. Lindseth, Trustee under Jon A.
Lindseth Trust Agreement, dated April 25, 1986, as modified,
The Kindt-Collins Company, Elmwood Partners II, Battery
Partners and AER Partners

---------
(1) Incorporated by reference from Amendment No. 7 to Schedule 13D for Jon
A. Lindseth et al., as filed with the Securities and Exchange
Commission on March 20, 2001.

(2) Incorporated by reference from AER Energy Resources, Inc.'s Form 10-Q
for the quarter ended September 30, 2000 (File No. 0-21926), as filed
with the Securities and Exchange Commission on November 13, 2000.

(3) Incorporated by reference from Amendment No. 6 to Schedule 13D for Jon
A. Lindseth et al., as filed with the Securities and Exchange
Commission on December 8, 2000.

(4) Incorporated by reference from Amendment No. 8 to Schedule 13D for Jon
A. Lindseth et al., as filed with the Securities and Exchange
Commission on March 13, 2002.

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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.

THE KINDT-COLLINS COMPANY

April 29, 2002 By: /s/ Jon A. Lindseth
----------------------------------------
Jon A. Lindseth, Chairman

BATTERY PARTNERS

April 29, 2002 By: /s/ Jon A. Lindseth
----------------------------------------
Jon A. Lindseth, under Jon A. Lindseth
Trust Agreement dated April 25, 1986,
as modified, Managing Partner

AER PARTNERS

April 29, 2002 By: /s/ Jon A. Lindseth
----------------------------------------
Jon A. Lindseth, Trustee under Jon A.
Lindseth Trust Agreement dated April 25,
1986, as modified, Managing Partner

ELMWOOD PARTNERS II

April 29, 2002 By: /s/ Jon A. Lindseth
----------------------------------------
Jon A. Lindseth, Trustee under Jon A.
Lindseth Trust Agreement dated April 25,
1986, as modified, Managing Partner

38 of 39

JON A. LINDSETH, TRUSTEE UNDER JON A.
LINDSETH TRUST AGREEMENT DATED APRIL 25,
1986, AS MODIFIED

April 29, 2002 By: /s/ Jon A. Lindseth
----------------------------------------
Jon A. Lindseth, Trustee under Jon A.
Lindseth Trust Agreement dated April 25,
1986, as modified

April 29, 2002 /s/ Jon A. Lindseth
-------------------------------------------
Jon A. Lindseth

39 of 39

INDEX TO EXHIBITS

Exhibit Description of Exhibit
------- ----------------------

EXHIBIT A Securities Purchase Agreement, dated February 27, 2001(1)

EXHIBIT B Articles of Amendment to Articles of Incorporation of AER Energy Resources, Inc., dated February 27, 2001(1)

EXHIBIT C Warrant, dated February 27, 2001, to purchase 776,699 shares of Common Stock(1)

EXHIBIT D Promissory Note, dated February 20, 2001, issued by Elmwood Partners II, as maker, to The Huntington National
Bank, as payee(1)

EXHIBIT E Commercial Guaranty, between Kindt-Collins and The Huntington National Bank(1)

EXHIBIT F Securities Purchase Agreement, dated September 27, 2000(2)

EXHIBIT G Articles of Amendment to Articles of Incorporation of AER Energy Resources, Inc., dated September 27, 2000(2)

EXHIBIT H Warrant, dated September 27, 2000, to purchase 470,035 shares of Common Stock(2)

EXHIBIT I Promissory Note, dated September 15, 2000, issued by Elmwood Partners II, as maker, to The Kindt-Collins
Company, as payee(3)

EXHIBIT J Securities Purchase Agreement, dated as of January 31, 2002(4)

EXHIBIT K Articles of Amendment to Articles of Incorporation of AER Energy Resources, Inc., dated January 31, 2002(4)

EXHIBIT L Revolving Credit Note, dated August 28, 2001, issued by AER Energy Resources, Inc., as maker, to Elmwood
Partners II, as payee(4)

EXHIBIT M Revolving Credit Note, dated November 20, 2001, issued by AER Energy Resources, Inc., as maker, to Elmwood
Partners II, as payee(4)

EXHIBIT N Warrant, dated January 31, 2002, to purchase 3,408,522 shares of Common Stock(4)

EXHIBIT O Promissory Note, dated February 4, 2002, issued by Elmwood Partners II, as maker, to The Kindt-Collins Company,
as payee(4)

EXHIBIT P Securities Purchase Agreement, dated as of April 22, 2002

EXHIBIT Q Articles of Amendment to Articles of Incorporation of AER Energy Resources, Inc., dated April 18, 2002

EXHIBIT R Warrant, dated April 22, 2002, to purchase 1,851,852 shares of Common Stock

EXHIBIT S Revolving Note, dated July 1, 1998, issued by The Kindt-Collins Company, as maker, to The Huntington National
Bank, as payee

EXHIBIT T Promissory Note, dated April 22, 2002, issued by Elmwood Partners II, as maker, to The Kindt-Collins Company,
as payee

EXHIBIT U Agreement with respect to joint filing of Amendment No. 9 to Schedule 13D pursuant to Rule 13d-1(k)(1)(iii),
dated April 29, 2002, by and among Jon A. Lindseth, Jon A. Lindseth, Trustee under Jon A. Lindseth Trust
Agreement, dated April 25, 1986, as modified, The Kindt-Collins Company, Elmwood Partners II, Battery Partners
and AER Partners

---------
(1) Incorporated by reference from Amendment No. 7 to Schedule 13D for Jon
A. Lindseth et al., as filed with the Securities and Exchange
Commission on March 20, 2001.

(3) Incorporated by reference from Amendment No. 6 to Schedule 13D for Jon
A. Lindseth et al., as filed with the Securities and Exchange
Commission on December 8, 2000.

(4) Incorporated by reference from Amendment No. 8 to Schedule 13D for Jon
A. Lindseth et al., as filed with the Securities and Exchange
Commission on March 13, 2002.