Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-112843
Prospectus Supplement No. 14
[GRAPHIC OMITTED]
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 Nos. 1
through 13 dated March 5, March 8, March 10, March 12, March 24, March 30,
April 1, April 14, April 19, April 20, April 27, May 5 and May 7, 2004,
respectively, 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 items in the table of Selling Holders contained in
the prospectus are 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
---- ---------------- ---------------- ----------------
AIG Global Investment Corp.
VALIC Company II High Yield Bond Fund 216,600 19,274 *
VALIC Company II Strategic Bond Fund 163,300 8,811 *
SunAmerica Series Trust - High Yield
Bond Portfolio 1,383,300 112,891 *
SunAmerica Income Funds - SunAmerica
Strategic Income Fund 198,300 15,419 *
SunAmerica Income Funds - SunAmericas
High Yield Bond Fund 1,258,300 104,631 *
River Run Management, LLC
River Run Fund Ltd. 0 354,436 3.01
Cold Springs LP 0 194,422 1.65
River Run Partners LP 0 81,771 *
Lonestar Capital Management
Lonestar Partners, L.P. 599,900 0 *
VALIC Company II High Yield Bond Fund, VALIC Company II Strategic Bond
Fund, SunAmerica Series Trust - High Yield Bond Portfolio, SunAmerica Income
Funds - SunAmerica Strategic Income Fund and SunAmerica Income Funds -
SunAmericas High Yield Bond Fund sold an aggregate of $3,100,000 in principal
amount of notes in a transaction exempt from registration under the Securities
Act to Banc of America Securities LLC, which has resold all $3,100,000 in
principal amount of such notes under the prospectus. River Run Fund Ltd., Cold
Springs LP and River Run Partners LP sold an aggregate of $3,965,100 in
principal amount of notes in a transaction exempt from registration under the
Securities Act to Banc of America Securities LLC, which has resold $1,965,100
in principal amount of such notes in a transaction exempt from registration
under the Securities Act and has resold $2,000,000 of such notes under the
prospectus. Banc of America Securities LLC has also resold under the prospectus
$100 in principal amount of notes that it had previously purchased in a
transaction exempt from registration under the Securities Act.
Our common stock is quoted on The Nasdaq National Market under the
symbol "PCSA." On May 18, 2004, the reported last sale price per share of our
common stock on The Nasdaq National Market was $16.03.
Investing in the notes and our common stock involves risks. See "Risk
Factors" beginning on page 4 of the prospectus.
________________
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.
________________
The date of this Prospectus Supplement is May 19, 2004
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