Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-112843
Prospectus Supplement No. 19
AirGate PCS
[LOGO 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 18 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, May 7, May 19, June 17, July
2, July 13, and November 2, 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
- ---- ---------------- ---------------- ----------------
Third Point Management Company L.L.C.
Third Point Partners LP 2,710,300 111,944 *
Third Point Offshore Fund Ltd. 121,500 211,531 1.80%
Points West International Investments Ltd. 730,600 30,177 *
Banzai Partners LP 359,400 14,846 *
Banzai Offshore Fund Ltd. 524,200 21,653 *
Lyxor Asset Management 1,220,200 50,399 *
Third Point Partners LP, Third Point Offshore Fund Ltd., Points West
International Investments Ltd., Banzai Partners LP, Banzai Offshore Fund Ltd.
and Lyxor Asset Management sold an aggregate of $2,000,000 and an aggregate of
$3,000,000 in principal amount of notes in two transactions exempt from
registration under the Securities Act to Banc of America Securities LLC, which
has resold $1,933,800 in principal amount of such notes in a transaction exempt
from registration under the Securities Act and has resold $500,000 of such notes
under the prospectus.
Our common stock is quoted on The Nasdaq National Market under the
symbol "PCSA." On November 23, 2004, the reported last sale price per share of
our common stock on The Nasdaq National Market was $32.83.
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.
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The date of this Prospectus Supplement is November 26, 2004