Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-112843
Prospectus Supplement No. 8
[GRAPHIC OMITTED - LOGO]
9 3/8% Senior Subordinated Secured Notes due 2009
and
Shares of Common Stock
This prospectus supplement supplements the prospectus dated February
20, 2004 of AirGate PCS, Inc., as supplemented by prospectus supplement No. 1
dated March 5, 2004, prospectus supplement No. 2 dated March 8, 2004,
prospectus supplement No. 3 dated March 10, 2004, prospectus supplement No. 4
dated March 12, 2004, prospectus supplement No. 5 dated March 24, 2004,
prospectus supplement No. 6 dated March 30, 2004 and prospectus supplement No.
7 dated April 1, 2004, relating to the sale by certain holders of our 9 3/8%
Senior Subordinated Secured Notes due 2009 and shares of our common stock. You
should read this prospectus supplement in conjunction with the prospectus. This
prospectus supplement is qualified by reference to the prospectus except to the
extent that the information in this prospectus supplement supersedes the
information contained in the prospectus. Capitalized terms used in this
prospectus supplement and not otherwise defined herein have the meanings
specified in the prospectus.
The following line item in the table of Selling Holders contained in
the prospectus is hereby amended as follows:
Principal Amount
of Notes
Beneficially Number of Shares
Owned that may of Common Stock % of Outstanding
Name be sold ($) that may be sold Common Stock
---- ---------------- ---------------- ----------------
JMB Capital Partners, LP
JMB Capital Partners, LP 2,213,300 0 *
40/86 Advisors
40/86 Series Trust - High Yield Portfolio 69,300 2,695 *
Bankers Life & Casualty Co. - High Yield 533,300 20,722 *
Managers - High Yield Fund (formerly 725,300 27,242 *
Conseco Fund Group - High Yield Fund)
40/86 Strategic Income Fund (formerly 741,300 28,806 *
Conseco Strategic Income Fund)
Our common stock is quoted on The Nasdaq National Market under the
symbol "PCSA." On April 13, 2004, the reported last sale price per share of our
common stock on The Nasdaq National Market was $15.90.
Investing in the notes and our common stock involves risks. See "Risk
Factors" beginning on page 4 of the prospectus.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
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The date of this Prospectus Supplement is April 14, 2004