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): December 30, 2002
AirGate PCS, Inc.
(Exact name of registrant as specified in its charter)
Delaware 027455 58-2422929
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(State or other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
233 Peachtree Street, N.E. 30303
Harris Tower, Suite 1700, (Zip Code)
Atlanta, Georgia
(Address of principal executive offices)
Registrant's telephone number, including area code: (404) 525-7272
Not Applicable
(Former name or former address, if changed since last report)
Item 9. Regulation FD Disclosure.
On December 30, 2002, AirGate PCS, Inc. ("AirGate") issued a press release
announcing that the filing of AirGate's Annual Report on Form 10-K was being
delayed to allow additional time for AirGate to complete its review of certain
matters and for the completion of its fiscal year 2002 audit by AirGate's
independent auditors, KPMG. The delay in filing will provide additional time to
allow AirGate to complete a review of balances owed to AirGate by Sprint and
AirGate's subscriber accounts receivable balances, and to address other matters
that may arise, including the impact, if any, of potential adjustments from this
review on prior periods. This delay will also permit KPMG to complete their
audit. The completion of the audit, including KPMG's evaluation of AirGate's
business plans and related matters and the effect of a bankruptcy filing by
iPCS, Inc., a separate and unrestricted subsidiary of AirGate, for AirGate, will
determine the consequences, if any, on KPMG's audit opinion.
AirGate filed a Notification of Late Filing on Form 12b-25 with the
Securities and Exchange Commission on December 30, 2002, which extended
AirGate's deadline to file its Annual Report on Form 10-K to January 14, 2003.
AirGate expects to file its Annual Report on Form 10-K on or prior to January
14, 2003.
AirGate also announced that its senior secured credit facility requires
that AirGate deliver audited financial statements accompanied by an unqualified
opinion of its independent auditors by December 30, 2002, along with certain
related documents. AirGate's inability to meet this requirement could result in
the administrative agent sending AirGate notice of default. AirGate would have
30 days to cure this failure. Even if the lenders opt not to declare a default
under these circumstances, they are not obligated to honor draw requests until
these requirements have been met. AirGate's business plan does not anticipate
the need for an additional draw during this period.
Similarly, AirGate announced that its discount notes require that AirGate
deliver an audit opinion of its independent auditors, along with certain related
documents, by December 30, 2002. The failure to do so could result in the
Trustee, or the holders of at least 25 percent of such notes, providing a
default notice to AirGate. AirGate would have 60 days to cure this failure under
the notes.
As previously announced, due to near-term liquidity issues, iPCS, Inc., a
separate and unrestricted subsidiary of AirGate, has engaged Houlihan Lokey
Howard & Zukin Capital to assist in restructuring its relationship with its
secured lenders, public noteholders and Sprint.
AirGate announced that it is likely that any restructuring of iPCS will
involve a federal bankruptcy proceeding, and that AirGate's ownership in iPCS
will have no value after the restructuring is complete. In addition, iPCS will
be unable to deliver the audited financial statements and audit opinion required
by the iPCS senior secured credit facility and the indenture under which its
notes are issued. While iPCS has cure periods under these agreements, iPCS does
not anticipate it will be able to satisfy these requirements during the cure
periods. iPCS is working with its lenders and noteholders on a forbearance
agreement, however, there is no assurance that such negotiations will be
successful.
A copy of the press release referenced above is attached hereto as Exhibit
99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
99.1 Press Release of AirGate PCS, Inc. dated December 30, 2002
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.
Date: December 30, 2002
By: /s/ William H. Seippel
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William H. Seippel
Chief Financial Officer