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): February 20, 2004
AIRGATE PCS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 027455 58-2422929
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
Harris Tower, 233 Peachtree Street N.E., Suite 1700 30303
Atlanta, Georgia
(Address of principal executive offices) (Zip Code)
(404) 525-7272
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events
On February 20, 2004, AirGate PCS, Inc., a Delaware corporation, closed its
previously-announced public and private exchange offers, pursuant to which the
company exchanged newly-issued shares of its common stock and newly-issued
9-3/8% senior subordinated secured notes for its outstanding 13.5% senior
subordinated discount notes. In connection with the closing of the exchange
offers, AirGate entered into, among other agreements, the agreements listed
below. These agreements are attached hereto as exhibits and are incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit No. Description
----------- -----------
4.1 Third Supplemental Indenture, dated as of February 20, 2004, by and
among AirGate PCS, Inc., AGW Leasing Company, Inc., AirGate Network
Services, LLC, AirGate Service Company, Inc., and Deutsche Bank Trust
Company Americas
4.2 Indenture for 9-3/8% senior subordinated secured notes due 2009, dated
as of February 20, 2004, by and among AirGate PCS, Inc., AGW Leasing
Company, Inc., AirGate Network Services, LLC, AirGate Service Company,
Inc., and The Bank of New York
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 hereunto duly authorized.
AIRGATE PCS, INC. (Registrant)
Date: February 25, 2004 By: /s/ William H. Seippel
------------------------
Name: William H. Seippel
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Third Supplemental Indenture, dated as of February 20, 2004, by
and among AirGate PCS, Inc., AGW Leasing Company, Inc., AirGate
Network Services, LLC, AirGate Service Company, Inc., and
Deutsche Bank Trust Company Americas
4.2 Indenture for 9-3/8% senior subordinated secured notes due 2009,
dated as of February 20, 2004, by and among AirGate PCS, Inc.,
AGW Leasing Company, Inc., AirGate Network Services, LLC, AirGate
Service Company, Inc., and The Bank of New York