Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-112843
Prospectus Supplement No. 15
[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 14 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 and May 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 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
---- ---------------- ---------------- ----------------
River Run Management, LLC
River Run Fund Ltd. 0 63,437 *
Cold Springs LP 0 7,359 *
River Run Partners LP 0 54,978 *
Our common stock is quoted on The Nasdaq National Market under the
symbol "PCSA." On June 16, 2004, the reported last sale price per share of our
common stock on The Nasdaq National Market was $18.37.
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 June 17, 2004