Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-112843
Prospectus Supplement No. 10
[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 Nos. 1
through 9 dated March 5, March 8, March 10, March 12, March 24, March 30, April
1, April 14 and April 19, 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 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
---- ---------------- ---------------- ----------------
Glenview Capital Management, LLC
Glenview Capital Master Fund, Ltd. 8,020,500 354,436 3.01
Glenview Institutional Partners, LP 4,398,300 194,422 1.65
Glenview Capital Partners, LP 1,849,800 81,771 *
Glenview Capital Master Fund, Ltd., Glenview Institutional Partners, LP
and Glenview Capital Partners, LP sold an aggregate of $1,000,000 in principal
amount of notes in a transaction exempt from registration under the Securities
Act to Banc of America Securities LLC, which has resold $35,000 in principal
amount of such notes in a transaction exempt from registration under the
Securities Act and has resold $965,000 of such notes under the prospectus.
Our common stock is quoted on The Nasdaq National Market under the
symbol "PCSA." On April 19, 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 20, 2004