UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 28, 2001
AIRGATE PCS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 027455 58-2422929
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
Harris Tower, 233 Peachtree Street N.E., Suite 1700 30303
Atlanta, Georgia
(Address of principal executive offices) (Zip Code)
(404) 525-7272
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events
On August 28, 2001, AirGate PCS, Inc., a Delaware corporation
("AirGate"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with iPCS, Inc., a Delaware corporation ("iPCS"), regarding the
proposed combination of AirGate and iPCS. In connection with the Merger
Agreement, AirGate and certain stockholders of iPCS will enter into a
Registration Rights Agreement. Concurrently with the signing of the Merger
Agreement, AirGate, iPCS and certain stockholders of iPCS entered into a Support
Agreement. The Merger Agreement, a form of Registration Rights Agreement and a
form of Support Agreement are attached hereto as exhibits 10.1, 10.2 and 10.3,
respectively, and are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit No. Description
----------- -----------
10.1 Agreement and Plan of Merger, dated as of August 28, 2001,
by and between AirGate PCS, Inc. and iPCS, Inc.
10.2 Form of Registration Rights Agreement by and among AirGate
PCS, Inc., Blackstone/iPCS, L.L.C., Blackstone iPCS Capital
Partners L.P., Blackstone Communications Partners I L.P.
TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent
Mezzanine Trust II, TCW Leveraged Income Trust, L.P., TCW
Leveraged Income Trust II, L.P., TWC Leveraged Income Trust
IV, TCW Shared Opportunity Fund II, Shared Opportunity Fund
IIB, L.L.C., TCW Shared Opportunity Fund III, L.P., Geneseo
Communications, Inc., Cambridge Telcom, Inc., Cass
Communications, Inc., Technology Group, LLC, Montrose
Mutual PCS, Inc., Gridley Enterprises, Inc., Timothy M.
Yager and Kelly M. Yager.
10.3 Form of Support Agreement, dated as of August 28, 2001, by
and between Airgate PCS, Inc., iPCS, Inc. and each of
Blackstone/iPCS L.L.C., Blackstone iPCS Capital Partners
L.P., Blackstone Communications Partners I, L.P.,
TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent
Mezzanine Trust II, TCW Leveraged Income Trust, L.P., TCW
Leveraged Income Trust II, L.P., TCW Leveraged Income
Trust IV, L.P., TCW Shared Opportunity Fund II, L.P.,
Shared Opportunity Fund IIB, L.L.C., TCW Shared
Opportunity Fund III, L.P., Geneseo Communications, Inc.,
Cambridge Telcom, Inc. and Gridley Enterprises, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
AIRGATE PCS, INC. (Registrant)
Date: August 31, 2001 By: /s/ Alan B. Catherall
---------------------------------
Name: Alan B. Catherall
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Agreement and Plan of Merger, dated as of August 28, 2001,
by and between AirGate, PCS, Inc. and iPCS, Inc.
10.2 Form of Registration Rights Agreement by and among AirGate
PCS, Inc., Blackstone/iPCS, L.L.C., Blackstone iPCS Capital
Partners L.P., Blackstone Communications Partners I L.P.
TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent
Mezzanine Trust II, TCW Leveraged Income Trust, L.P., TCW
Leveraged Income Trust II, L.P., TWC Leveraged Income Trust
IV, TCW Shared Opportunity Fund II, Shared Opportunity Fund
IIB, L.L.C., TCW Shared Opportunity Fund III, L.P., Geneseo
Communications, Inc., Cambridge Telcom, Inc., Cass
Communications, Inc., Technology Group, LLC, Montrose
Mutual PCS, Inc., Gridley Enterprises, Inc., Timothy M.
Yager and Kelly M. Yager
10.3 Form of Support Agreement, dated as of August 28, 2001, by
and between Airgate PCS, Inc., iPCS, Inc. and each of
Blackstone/iPCS L.L.C., Blackstone iPCS Capital Partners
L.P., Blackstone Communications Partners I, L.P.,
TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent
Mezzanine Trust II, TCW Leveraged Income Trust, L.P.,
TCW Leveraged Income Trust II, L.P., TCW Leveraged Income
Trust IV, L.P., TCW Shared Opportunity Fund II, L.P.,
Shared Opportunity Fund IIB, L.L.C., TCW Shared Opportunity
Fund III, L.P., Geneseo Communications, Inc., Cambridge
Telcom, Inc. and Gridley Enterprises, Inc.
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