##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-K/A Amendment No. 1
 For Annual and Transition Reports Pursuant to
Section 13 or 15(d) of the Securities Act of 1934 (Mark One) x
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended September 30, 2004.
 OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
 Commission File Number: 027455 AirGate PCS, Inc. (Exact name of registrant as specified in its charter)
 Delaware
    
    58-2422929(State other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)Harris Tower, 233Peachtree St. NE, Suite 1700,Atlanta, Georgia
    
    30303(Address of principal executive offices)
    
    (Zip code)
 (404) 525-7272
Registrants telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: None. Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share
(Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days. Yes x No  ̈ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange
Act Rule 12b-2). Yes x No  ̈ The aggregate market value of the voting stock held by non-affiliates of the registrant
computed by reference to the closing sale price on The Nasdaq National Market on March 31, 2004,
the last business day of the registrants most recently completed second fiscal quarter, was
approximately $174,423,405. (For purposes of determination of the foregoing amount, only our
directors and executive officers have been deemed affiliates). As of November 30, 2004, there were 11,768,258 shares of common stock, $0.01 par value per
share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE None.




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TABLE OF CONTENTS  EXPLANATORY NOTEPART IIISECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND OFFICERSSIGNATURESEX-10.29 AMENDED AND RESTATED COMPENSATION PLANEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFO    Table of Contents  
 EXPLANATORY NOTE This Amendment No. 1 to the Companys Annual Report on Form 10-K (the Annual Report) is solely
for the purpose of supplementing the Annual Report by including Part III disclosure instead of
incorporation by reference to the definitive proxy statement for AirGates annual shareholder
meeting, to update the signature page and refile Exhibits 31.1 and 31.2. This Amendment No. 1 does
not reflect events occurring after the filing of the original Form 10-K, or modify or update the
disclosures therein in any way other than as described above.




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PART III ITEM 10.Directors and Executive Officers of the Registrant. Our Executive Officers and Directors The following table presents information with respect to our executive officers and directors: Name
    
    Age
    
    PositionThomas M. Dougherty
    
    
    60
    
    
    President and Chief Executive Officer and DirectorRobert A. Ferchat
    
    
    70
    
    
    ChairmanMax D. Hopper
    
    
    70
    
    
    DirectorTimothy M. OBrien
    
    
    54
    
    
    DirectorJohn W. Risner
    
    
    45
    
    
    DirectorGail S. Schoettler
    
    
    61
    
    
    DirectorStephen R. Stetz
    
    
    62
    
    
    DirectorJohnny Crawford
    
    
    38
    
    
    Vice President of Engineering and Network OperationsRoy E. Hadley, Jr.
    
    
    41
    
    
    Vice President, General Counsel and SecretaryCharles S. Goldfarb
    
    
    40
    
    
    Vice President of Sales  Southeast RegionDennis D. Lee
    
    
    54
    
    
    Vice President, Human ResourcesWilliam J. Loughman
    
    
    49
    
    
    Vice President and Chief Financial OfficerJonathan M. Pfohl
    
    
    38
    
    
    Vice President, Marketing and New Products
 Thomas M. Dougherty has served as one of our directors since April 1999 and has been our president
and chief executive officer since April 1999. From March 1997 to April 1999, Mr. Dougherty was a
senior executive of Sprint PCS. From June 1996 to March 1997, Mr. Dougherty served as executive
vice president and chief operating officer of Chase Telecommunications, a personal communications
services company. Mr. Dougherty served as president and chief operating officer of Cook Inlet
BellSouth PCS, L.P., a start-up wireless communications company, from November 1995 to June 1996.
Prior to October 1995, Mr. Dougherty was vice president and chief operating officer of BellSouth
Mobility DCS Corporation, a PCS company. Robert A. Ferchat has served as the chairman of our board of directors since June 2003 and as one
of our directors since October 1999. From November 1994 to January 1999, Mr. Ferchat served as the
chairman of the board of directors, president and chief executive officer of BCE Mobile
Communications, a wireless telecommunications company. From January 1999 until May 1999, Mr.
Ferchat was chairman of BCE Mobile Communications. Mr. Ferchat is also a director of Brookfield
Homes Corp., 01 Communique, ATS Automation Tooling Systems, Inc. and CellBucks Payments Networks
Inc. Max D. Hopper has been a director since April 2004. Mr. Hopper founded the firm, Max D. Hopper
Associates, Inc., in 1995 after retiring from AMR Corporation. During Mr. Hoppers 20-year tenure
at AMR, he served as chief executive officer, chief information officer, chairman of The SABRE
Group and senior vice president. Previously, Mr. Hopper was executive vice president for Bank of
America from 1982 through 1985, where he was the chief information officer. Mr. Hopper launched
his professional systems career at Shell Oil in 1960 and served with EDS and United Airlines prior
to joining American Airlines in 1972. Mr. Hopper is on the board of Gartner Group, United
Stationers, Inc. and Perficient. Timothy M. OBrien has
served as a member of our Board of Directors since May 2004. He currently
serves as a consultant, providing advice and direction on the requirements and implementation of
the Sarbanes-Oxley Act of 2002. He also serves on the Investment Advisory Council of the Alaska
State Pension Investment Board. From 1999 to 2003 Mr. OBrien was Chief Executive Officer of the
American Humane Association, where he aligned the administration activities and functions of the
organization. From 1995 to 1999 Mr. OBriens primary focus was investment consulting and
fiduciary audits for William M. Mercer Investment Consulting. From 1984 to 1995 he served as State
Auditor for the State of Colorado, and from 1973 to 1984 he worked in public accounting and
auditing. Mr. OBrien is a Certified Public Accountant and Chartered Financial Analyst. John W. Risner has served as a member of our board of directors since February 2004. He is
currently the executive director of The Childrens Tumor Foundation, formerly The National
Neurofibromatosis Foundation, which he joined in 2002. From 1997 to 2002, he served as senior vice
president-senior portfolio manager-high yield bonds for AIG Global Investment Management. Prior to
that, Mr. Risner was vice president-senior portfolio manager-high yield and convertible bonds at
Value Line Asset Management, a money management firm, where he worked from 1991 to 1997. Mr.
Risner is a director and member of the Audit Committee of NII Holdings, Inc., which provides digital wireless communication services targeted at
business customers outside




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of the United States. As of November 30, 2003, Nextel Communications,
Inc. beneficially owned approximately 18.2% of the common stock of NII Holdings, Inc. Mr. Risner
is a Chartered Financial Analyst. Gail S. Schoettler, Ph.D. has served as a member of our board of directors since April 2004. Dr.
Schoettler served as the United States Ambassador to the World Radiocommunication Conference, where
she was responsible for negotiating a key telecommunications treaty and was head of the United
States Department of Defenses presidential transition for global communications, security and
intelligence. From 1995 to 1999 Dr. Schoettler was Lt. Governor of Colorado and from 1987 to 1995
was State Treasurer of Colorado. She has started several banks and helps manage her familys
cattle ranch, vineyards and real estate interests. She is chair of the board and chair of the
corporate governance committee of Fischer Imaging Corp., chair of the corporate governance
committee of CancerVax Corp., and a director and chair of the corporate governance and compensation
committee of Aspen Bio, Inc. Stephen R. Stetz has been a director since February 2003. Mr. Stetz also is President and Managing
Director of Matterhorn Strategic Partners, LLC, a strategic and financial advisory firm co-founded
by Mr. Stetz that specializes in mergers and acquisitions, and has held such position since May
2002. From July 2000 to April 2002, Mr. Stetz consulted on strategic and financial issues with a
number of companies. From 1965 until June 2000, Mr. Stetz served in various positions at Monsanto
Company. From September 1999 until June 2000, Mr. Stetz served as Vice President, Strategic
Initiatives. From November 1998 until August 1999, Mr. Stetz served as Vice President and Chief
Financial Officer of Monsantos Agriculture Company and from October 1996 until September 1998, Mr.
Stetz served as Vice President, Mergers & Acquisitions/ Licensing. During this time, Monsanto
announced more than fifty transactions with an aggregate value of over $75 billion. Prior to 1996,
Mr. Stetz held various positions at Monsanto Company in Corporate Finance and Budgeting, Treasury,
International, Strategic Planning, Research and Development and Manufacturing. He has a Bachelor of
Science in Chemical Engineering from the University of Notre Dame and a Masters in Business
Administration from the University of West Florida. Johnny Crawford has served as our vice president of engineering and network operations since
September 2004 and as a director in our engineering group since 1998. Prior to joining AirGate, Mr.
Crawford was employed by Sprint PCS as an engineering area manager and worked in various
engineering capacities at Sprint Cellular and its predecessors. Mr. Crawford attended Greenville
Tech in Greenville, South Carolina, where he majored in mechanical engineering. Roy E. Hadley, Jr. has been our vice president, general counsel and corporate secretary since July
2004. He served as chief privacy officer, vice president, legal department of WorldTravel BTI from
July 2001 to July 2004, as senior counsel of Turner Entertainment Group/AOL Time Warner, Inc. from
January 1999 to May 2001 and as associate commercial counsel of MCI WorldCom, Inc. from March 1995
to December 1998. Mr. Hadley joined the law firm of Long, Aldridge and Norman upon graduation,
where he practiced in the area of general corporate and securities law for 6 years. For a period
during that time he also served as special counsel to the president of the American Bar
Association. Charles S. Goldfarb has been our vice president  indirect sales since September 2004 and was our
vice president of sales, southeast region from January 2000 to August 2004. From September 1991 to
January 2000, Mr. Goldfarb worked at Paging Network Inc. as its area vice president and general
manager for the Virginia, North Carolina and South Carolina region. Mr. Goldfarb has over 15 years
of wireless experience and has been successful in numerous start-up markets. Prior to his wireless
experience, Mr. Goldfarb worked at ITT Financial Services as its assistant vice president of
operations in the Washington, D.C. area. Dennis D. Lee has been our vice president of human resources since September 2002. Prior to joining
AirGate, from May 2000 to August 2002, Mr. Lee was senior vice president of compensation and
executive benefits at SunTrust Banks, Inc., where he was responsible for the design, development
and administration of all broad-based employee compensation and executive benefits programs. From
May 1978 to May 2000, Mr. Lee served in a number of leadership roles at Wachovia Corporation,
including manager of direct compensation, director of compensation and benefits, human resources
manager for the Corporate Financial Services Division and senior consultant in the Executive
Services Group. From 1973 to 1978 Mr. Lee held various positions at John Harland Company in the
Printing Operations Division and the Personnel Department. Mr. Lee has 30 years of diversified
human resources experience. Mr. Lee holds a B.B.A. (1973) from the University of Georgia. William J. Loughman has been our vice president and chief financial officer since July 2004. Mr.
Loughman joined the Finance Department of AirGate PCS, Inc with over 25 years of finance and
operations experience, primarily in the telecommunications industry. Prior to joining AirGate, he
was with o2wireless Solutions from April 1998 to December 2003, where he held various positions,
including president and chief executive officer, chief operating officer and chief financial
officer. He has also held various financial and operations positions with AT&T Wireless from 1996
to 1998, Motorola from 1993 to 1996, Bell Atlantic from 1988 to 1993 and Cellular One from 1985 to
1988.




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Jonathan M. Pfohl has been our vice president of marketing and new products since September 1, 2004
and was vice president, finance from December 2002 to August 2004. From January 2001 to December
2002 he was vice president, sales and operations. Mr. Pfohl joined us in June 1999 as our vice
president, financial operations. Prior to joining AirGate, Mr. Pfohl was responsible for oversight
of regional financial and planning activities at Sprint PCS. He has over 14 years of wireless
telecommunications industry experience, including financial and strategic planning roles at
Frontier Corporation. Compliance With Section 16(a) Beneficial Ownership Reporting Requirements Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers
and persons who own more than ten percent of a registered class of our equity securities to file
with the SEC reports of ownership and changes in ownership of our common stock. Directors,
executive officers and greater than ten percent shareowners are required by SEC regulations to
furnish us with a copy of all Section 16(a) forms they file. Based solely on a review of the copies of these reports furnished to us or written representations
that no other reports were required, we believe that during fiscal
year 2004, all directors,
executive officers and greater than ten percent beneficial owners complied with these requirements. Code of Ethics AirGate has adopted a written Code of Ethics that applies to all of its directors, officers,
including its President and Chief Executive Officer (as the chief executive officer) and its Chief
Financial Officer (as its chief accounting and financial officer), and employees. The Code of
Ethics is entitled Standards of Business Conductand is available on AirGates website,
www.airgatepcsa.com, under the Corporate Governance caption. Any amendments or waivers to the
Standards of Business Conductwill be disclosed on AirGates website promptly following the date of
such amendment or waiver. Information on AirGates website, however, does not form a part of this
Form 10-K. Audit Committee Financial Expert The Audit Committee is comprised of Robert A. Ferchat, Timothy M. OBrien, John W. Risner and
Stephen R. Stetz. Each member of the Audit Committee is independent and financially literate in
the judgment of our Board of Directors and as required by the Sarbanes-Oxley Act and applicable SEC
and NASDAQ rules. The board has also determined that each of Messrs. Ferchat and Stetz are an
audit committee financial expert, as defined under SEC
regulations. Each Audit Committee member is independent of
management of AirGate.




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ITEM 11.Executive Compensation. Directors Compensation During the first quarter of fiscal year 2003 AirGate engaged the services of an executive
compensation consulting firm to review the compensation plan for our non-employee directors. The
consulting firm reviewed, among other things, the non-employee director compensation practices of
similarly sized companies within and outside of our industry as well as unique factors specific to
our company. Based on this review and the recommendations of management and the consulting firm,
we adopted the AirGate PCS, Inc. Non-Employee Director Compensation Plan, dated January 22, 2003
(the Director Plan) to increase compensation for our non-employee directors. As amended, for each
plan year (beginning on the day of an annual meeting of our shareholders and ending on the day
immediately preceding the date of our next annual meeting) each non-employee director who chaired
one or more committees of our board of directors received an annual retainer of $15,000, an
increase over the previous $12,000 annual retainer. All other non-employee directors received a
$10,000 annual retainer. The amendment also added meeting fees for board and committee meetings as
follows: (i) full-day (more than four hours) meeting, $3,000; (ii) one-half day meetings, $1,500;
(iii) full-day telephonic meetings, $1,500 and (iv) one-half day telephonic meetings, $750. In
addition, as an inducement for and in recognition of their board service during this difficult
period of our companys development, directors who continued to serve (continuing directors) were
to be paid an additional special retainer of $12,500 every six months until December 1, 2004.
Finally, the initial stock option grant to non-employee directors was increased to 2,000 shares
from 1,000 shares and the annual stock option grant was increased to 1,500 shares from 1,000
shares. (These share amounts are adjusted to reflect our one-for-five reverse stock split on
February 13, 2004.) In December 2003, the compensation and governance committee engaged a compensation consulting firm
to conduct a follow-up review of compensation for non-employee directors. The factors that led to
this review included a desire to ensure that the design features of our non-employee director
compensation plan were consistent with those endorsed by the National Association of Corporate
Directors and the need to attract four new qualified directors following the completion of our debt
restructuring. The consulting firm reviewed, among other things, the director compensation plans of
companies within our peer group, as well as director compensation practices among public
telecommunications companies generating similar revenues. Based upon this review, the consulting
firm recommended that the Company amend the Director Plan to provide for higher retainers but lower
per meeting fees. In addition, the consulting firm recommended that, for equity compensation, the
Company award non-employee directors restricted stock units rather than granting them stock
options. As a result of these recommendations, the Company amended the Director Plan effective
April 7, 2004. The AirGate PCS, Inc. Amended and Restated Director Compensation Plan increased the
annual retainers, reduced meeting fees and provided for the award of restricted stock units. For
each plan year (beginning on the day of an annual meeting of our shareholders and ending on the day
immediately preceding the date of our next annual meeting), the chair of the board of directors
(lead director) will receive an annual retainer of $30,000, the chair of the audit committee will
receive an annual retainer of $26,000, and the chair of the compensation and governance committee
will receive an annual retainer of $25,000. All other non-employee directors will receive an annual
retainer fee of $20,000. If the lead director also serves as chair of either the audit committee
or the compensation and governance committee, he/she will receive the additional retainer fee
attributable to serving as chair of the committee. Annual retainer fees will be paid to
non-employee directors in monthly installments. Meeting fees for board and committee meetings will
be as follows: (i) full-day (more than four hours) meetings, $1,500, (ii) telephonic meetings,
$750; (iii) committee meetings, $1,000; and (iv) telephonic committee meetings, $500. Non-employee
directors will not receive additional meeting fees for committee meetings held on the same day as
board meetings. Finally, the Amended and Restated Director Compensation Plan replaces the initial
stock option grant for new non-employee directors joining our board with an initial award of 1,000
restricted stock units and replaces the annual stock option grants for non-employee directors with
an annual award of restricted stock units with an equivalent value of $10,000.00 on the date of the
award.. The special retainer provided to Messrs. Ferchat and Stetz (continuing directors) under the
Director Plan was discontinued on April 8, 2004 and is not included as a part of this plan.




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Director Compensation for Last Fiscal Year The following table shows the cash compensation paid by us to our non-employee directors during the
fiscal year ended September 30, 2004. Cash CompensationAnnual
    
    
    Meeting
    
    
    Consulting Fees/Name
    
    Retainer Fees($)
    
    
    Fees($)
    
    
    Other Fees($)
    
    
    TotalRobert A. Ferchat
    
    $
    41,900
    
    
    $
    54,000
    
    
    $
    
    
    
    $
    95,900Max D. Hopper
    
    
    9,667
    
    
    
    11,500
    
    
    
    
    
    
    
    21,167Timothy M. OBrien
    
    
    9,742
    
    
    
    10,823
    
    
    
    
    
    
    
    20,565John W. Risner
    
    
    10,954
    
    
    
    16,214
    
    
    
    
    
    
    
    27,168Gail S. Schoettler
    
    
    9,667
    
    
    
    13,000
    
    
    
    
    
    
    
    22,667Stephen R. Stetz
    
    $
    37,333
    
    
    $
    55,250
    
    
    $
    
    
    
    $
    92,583
 Summary Compensation Table The following table shows the cash compensation paid by us, as well as certain other compensation
paid or accrued, to the chief executive officer and our four other highest paid executive officers
who were serving as such on September 30, 2004 and who received compensation in excess of $100,000
The following table also shows the compensation paid to Barbara L. Blackford, who was our Vice
President, General Counsel and Secretary, until March 26, 2004 and to William H. Seippel, who was
our Vice President and Chief Financial Officer until March 26, 2004. We refer to each of these
persons as Named Executive Officers and set forth their compensation information for the fiscal
years ended September 30, 2004, 2003 and 2002. RestrictedStock
    
    
    SecuritiesUnderlying
    
    
    All OtherBonus
    
    
    Other Annual
    
    
    Award(s)
    
    
    Options/
    
    
    CompensationYear
    
    
    Salary ($)
    
    
    ($)(1)
    
    
    Compensation($)
    
    
    ($)(2)
    
    
    (#)
    
    
    ($)(3)Thomas M. Dougherty(4)
    
    
    2004
    
    
    $
    360,000
    
    
    $
    805,000
    
    
    $
    
    
    
    
    
    
    
    $
    398,250
    
    
    
    75,000
    
    
    $
    9,032President and Chief
    
    
    2003
    
    
    
    340,000
    
    
    
    1,145,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    8,527Executive Officer
    
    
    2002
    
    
    
    314,038
    
    
    
    785,800
    
    
    
    
    
    
    
    
    
    
    
    70,040
    
    
    
    75,000
    
    
    
    8,484William J. Loughman
    
    
    2004
    
    
    
    35,807
    
    
    
    34,000
    
    
    
    
    
    
    
    
    
    
    
    213,600
    
    
    
    45,000
    
    
    
    71Chief Financial Officer
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Roy E. Hadley, Jr.
    
    
    2004
    
    
    
    43,846
    
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    
    142,400
    
    
    
    30,000
    
    
    
    39Vice President, General
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Counsel and Secretary
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    David C. Roberts
    
    
    2004
    
    
    
    218,000
    
    
    
    185,000
    
    
    
    
    
    
    
    
    
    
    
    318,600
    
    
    
    60,000
    
    
    
    8,167Vice President,
    
    
    2003
    
    
    
    199,000
    
    
    
    166,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,000
    
    
    
    10,402Engineering and
    
    
    2002
    
    
    
    196,199
    
    
    
    25,500
    
    
    
    
    
    
    
    
    
    
    
    28,016
    
    
    
    27,000
    
    
    
    9,445Network OperationsJonathan M. Pfohl
    
    
    2004
    
    
    
    194,000
    
    
    
    164,200
    
    
    
    
    
    
    
    
    
    
    
    151,335
    
    
    
    28,500
    
    
    
    138Vice President, Sales
    
    
    2003
    
    
    
    188,000
    
    
    
    156,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,000
    
    
    
    8,808Operations
    
    
    2002
    
    
    
    183,000
    
    
    
    24,000
    
    
    
    
    
    
    
    
    
    
    
    38,522
    
    
    
    27,000
    
    
    
    8,640William H. Seippel
    
    
    2004
    
    
    
    135,385
    
    
    
    60,700
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,305Former Chief Financial
    
    
    2003
    
    
    
    232,164
    
    
    
    162,800
    
    
    
    
    
    
    
    
    
    
    
    19,200
    
    
    
    14,000
    
    
    
    252,180Officer
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Barbara L. Blackford
    
    
    2004
    
    
    
    107,323
    
    
    
    61,900
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,833Former Vice President,
    
    
    2003
    
    
    
    218,000
    
    
    
    153,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,200
    
    
    
    657General Counsel and
    
    
    2002
    
    
    
    212,808
    
    
    
    28,100
    
    
    
    
    
    
    
    
    
    
    
    28,016
    
    
    
    5,400
    
    
    
    8,329Secretary
   (1)
    
    For fiscal year 2004, the amounts disclosed include that portion
of each named executive officers fiscal year 2003 annual bonus
award that was not earned during fiscal year 2003. This bonus
award was payable only upon the successful




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completion of the financial restructuring that occurred in February 2004. Such
amount for each of the named executive officers is as follows:
for Mr. Dougherty $115,000; for Mr. Seippel $60,700; for Ms.
Blackford $61,900; for Mr. Roberts $53,400 and for Mr. Pfohl
$42,300.(2)
    
    For 2004, amounts included above represent the fair market value
of AirGate common shares underlying the performance restricted
stock unit awards on the date they were awarded. Messrs.
Dougherty and Pfohl received their awards on April 8, 2004 and
the closing price of our common stock on that date was $15.93 per
share. Messrs. Loughman and Hadley received their awards on
August 11, 2004 and the closing price of our common stock on that
date was $14.24 per share. These performance restricted stock
units have a performance restriction, a three-year cumulative
EBITDA goal, and a time restriction, the third anniversary date
of the award. Each restriction must be satisfied for the awards
to vest at which time the restricted stock units will be
converted to AirGate common shares and unencumbered ownership
thereof transferred to each executive.For 2003, with respect to Mr. Seippel, amounts
included above represent the fair market value of the shares
underlying the restricted stock award on the date they were
awarded, October 24, 2002, which was $3.20 on a post-split basis.
25% of this restricted stock award vested on the first anniversary
date of the award and the remaining shares will vest ratably in 25%
installments on each anniversary date thereafter. Dividends will not
be paid on the restricted stock. As of September 30, 2003,
Mr. Seippel held 6,000 shares on a post-split basis of
restricted stock worth $72,600. This value is based on the closing
price of our common stock on September 30, 2003, which was
$12.10 on a post-split basis.For 2002, with respect to all named executive officers excluding
Mr. Seippel, amounts included above represent the fair market
value of the shares underlying the restricted stock awards on the
date they were awarded, January 10, 2002, based on the closing price of our
common stock on that date, which was $35.02. 50% of the shares
underlying the restricted stock awards vested on November 1, 2002
and the remaining 50% of the shares vested on November 1, 2003.
Dividends were not paid on the restricted stock. As of September
30, 2004, Mr. Dougherty held 400 shares of restricted stock worth
$7,840, Ms. Blackford held 160 shares of restricted stock worth
$3,136, Mr. Roberts held 160 shares of restricted stock worth
$3,136 and Mr. Pfohl held 220 shares of restricted stock worth
$4,312.The above values are based on the closing price of our common
stock on September 30, 2004, which was $19.60. With respect to
Mr. Seippel, amounts included above represent the fair market
value of the shares underlying the restricted stock award on the
date they were awarded, October 24, 2002, which was $0.62. 25% of
this restricted stock award vested on the first anniversary date
of the award and the remaining shares vest ratably in 25%
installments on each anniversary date thereafter. Dividends will
not be paid on the restricted stock.As of September 30, 2004,
Mr. Seippel held 6,000 shares of restricted stock worth $117,600.
This value is based on the closing price of our common stock on
September 30, 2004, which was $19.60.(3)
    
    Amounts contributed by us on behalf of each executive to the
AirGate PCS, Inc. 401(k) Retirement Plan and premiums paid on
behalf of each executive for group term life insurance. Amounts
contributed by the Company on behalf of each executive to the
AirGate PCS, Inc. 401(k) Retirement Plan are as follows: $8,200
for Mr. Dougherty, $5,945 for Mr. Seippel, $7,680 for Ms.
Blackford, $8,200 for Mr. Roberts and $9,874 for Mr. Pfohl.(4)
    
    For fiscal year 2004, includes a $330,000 annual bonus award
pursuant to the AirGate PCS, Inc. 2004 Executive Bonus Plan,
$115,000 bonus award pursuant to the AirGate PCS, Inc. 2003
Executive Bonus Plan and $360,000 paid pursuant to a retention
bonus agreement entered into on May 4, 2000, as described below.
For fiscal year 2003, includes a $328,000 annual bonus award
pursuant to the AirGate PCS, Inc. 2003 Executive Bonus Plan and
$720,000 paid pursuant to the aforesaid agreement. For fiscal
year 2002, includes a $65,800 annual bonus award and $720,000
paid pursuant to the aforesaid agreement. Employment and Severance Agreements We entered into an employment agreement with Thomas M. Dougherty, our chief executive officer with
a five-year term that ended April 15, 2004. Under the terms of that agreement Mr. Dougherty was
eligible to receive an annual bonus of at least 50% of his base salary. As set forth in the
agreement, Mr. Dougherty was guaranteed an annual increase in his base salary of at least $20,000.
Therefore, the compensation and governance committee recommended and the board approved a $20,000
annual increase to Mr. Doughertys base salary effective December 1, 2003 that set his new annual
base salary at $345,000. Under that employment agreement Mr. Dougherty was entitled to participate
in any executive benefit/perquisite we establish at a minimum aggregate payment of $15,000 per
year. Pursuant to this employment agreement, Mr. Dougherty initially was awarded a stock option
exercisable for 60,000 shares of common stock. This stock option vested with respect to 25% of the
underlying shares of common stock on the date Mr. Dougherty commenced his employment with us, April
15, 1999, and such vested options became exercisable on April 15, 2000. The remaining 75% of the
shares of common stock subject to the initial stock option vest in 15 equal quarterly installments
beginning June 30, 2000. The exercise price of the initial stock option granted to Mr. Dougherty
was $70.00 per share. As of September 4, 2003, Mr. Dougherty surrendered (returned to AirGate)
outstanding and unexercised options for 37,142 shares that were part of the initial April 15, 1999
stock option grant. In addition, under his employment agreement which expired on April 15, 2004,
Mr. Dougherty was eligible to participate in all employee benefit plans and policies. On May 4, 2000, we entered into a retention bonus agreement with Mr. Dougherty. This agreement was
intended to pay Mr. Dougherty the difference between the initial 60,000 option grant at $10.00 a
share and the actual grant price of $70.00 a share. The timing of the payments matched the vesting
of the initial 60,000 shares option grant. As a result, Mr. Dougherty received periodic payments
totaling $3.6 million, which were paid on specified payment dates from April 15, 2000 to January
15, 2004. During fiscal year 2004, Mr. Dougherty received payments of $360,000 under this
agreement. On December 7, 2004, AirGate entered into a new employment agreement with Mr. Dougherty. This new
employment agreement is for a one-year term, with automatic one-year extensions on the anniversary
of such date. Mr. Dougherty is eligible




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##### Table of Contents



to receive an annual cash bonus under AirGates executive
bonus plan based on achievement of performance goals established by the compensation committee of
AirGates board of directors. The compensation committee set Mr. Doughertys targeted bonus at 65%
of his base salary, which was set at $360,000. His new employment agreement provides that AirGate may terminate Mr. Doughertys employment with or
without cause, as defined in the agreement, at any time. The agreement also provides that Mr.
Dougherty may at any time terminate his employment for good reason, as defined in the agreement, or
for no reason. If AirGate terminates Mr. Doughertys employment without cause or Mr. Dougherty
terminates his employment for good reason, he is entitled to receive:  
    all compensation and benefits earned through the date of termination,  
    if the date of termination occurs  
    before or more than a year after a change of control, as defined in the
agreement, one years base salary plus Mr. Doughertys target bonus for that year,
or  
    within a year after a change of control, three years base salary, and  
    18 months of health and other benefits. In the event of Mr. Doughertys death, his spouse is entitled to twelve months base salary and
health and other benefits for one year. Mr. Dougherty agreed to certain customary non-compete
restrictions on his present and future employment for either (x) one year after his termination (if
his termination occurs before or more than a year after a change of control) or (y) three years
after his termination (if his termination occurs within a year after a change of control). Mr. Dougherty also agreed to reasonably cooperate with and provide reasonable assistance to AirGate
for two years following his termination so long as such cooperation does not impede his ability to
meet his obligations or duties to his then current employer. In connection with such cooperation,
AirGate agreed to compensate Mr. Dougherty for his services, pay any costs or expenses incurred in
connection with such cooperation, and provide indemnity for any legal matters resulting from his
cooperation. On December 7, 2004, AirGate also entered into employment agreements with William A. Loughman,
AirGates Vice President and Chief Financial Officer, and Roy A. Hadley, AirGates Vice President,
General Counsel and Secretary. The employment agreements formalized the terms of employment
originally set forth in offer letters to Messrs. Loughman and Hadley, dated July 7, 2004 and June
18, 2004, respectively. Each employment agreement is for a one-year term, with automatic one-year
extensions on the anniversary of such date. Each of Messrs. Loughman and Hadley is eligible to
receive an annual cash bonus based on achievement of performance goals established by the
compensation committee of AirGates board of directors. The compensation committee set each of
Messrs. Loughmans and Hadleys targeted bonus at 40% of their respective base salary, which was
$220,000 for Mr. Loughman and $190,000 for Mr. Hadley. Each employment agreement provides that AirGate may terminate Messrs. Loughmans or Hadleys
employment with or without cause, as defined in the agreement, at any time. Each agreement also
provides that Messrs. Loughman or Hadley may at any time terminate his employment for good reason,
as defined in the agreement, or for no reason. If AirGate terminates Messrs. Loughmans or Hadleys
employment without cause or Messrs. Loughman or Hadley terminates his employment for good reason,
he is entitled to receive:  
    all compensation and benefits earned through the date of termination,  
    if the date of termination occurs before or more than a year after a change of control, as defined in the agreement, one years base salary plus his
target bonus for that year, or  
    within a year after a change of control, two years base salary, and  
    18 months of health and other benefits. Messrs. Loughman and Hadley each agreed to certain customary non-compete restrictions on his
present and future employment for either (x) one year after his termination (if his termination
occurs before or more than a year after a change of control) or (y) two years after his termination
(if his termination occurs within a year after a change of control). Messrs. Loughman and Hadley also each agreed to cooperate with and provide assistance to AirGate
for two years following his termination so long as such cooperation does not impede his ability to
meet his obligations or duties to his then current employer. In connection with such cooperation,
AirGate agreed to compensate each of Messrs. Loughman and Hadley for his services and pay any costs
or expenses incurred in connection with such cooperation. Option/SAR Grants During the Last Fiscal Year The following table sets forth information regarding option grants to the Named Executive Officers
during the last fiscal year.




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##### Table of Contents



Option Grants in Last Fiscal Year(1) Potential Realized Value atAssumed Annual Rates ofStock Price Appreciation forNumber of
    
    
    % of Total
    
    
    
    
    
    
    
    
    
    
    Option Term (10 Years) (2)Securities
    
    
    OptionsName
    
    Underlying Options
    
    
    Granted
    
    
    Exercise Price
    
    
    Expiration Date
    
    
    5%
    
    
    10%Thomas M. Dougherty
    
    
    75,000
    
    
    
    15.9
    %
    
    $
    15.93
    
    
    
    4/2014
    
    
    $
    751,372
    
    
    $
    1,904,124William J.Loughman
    
    
    45,000
    
    
    
    9.5
    %
    
    $
    14.24
    
    
    
    8/2014
    
    
    $
    402,996
    
    
    $
    1,021,270Roy E. Hadley, Jr.
    
    
    30,000
    
    
    
    6.4
    %
    
    $
    14.24
    
    
    
    8/2014
    
    
    $
    268,664
    
    
    $
    680,847David C. Roberts
    
    
    60,000
    
    
    
    12.7
    %
    
    $
    15.93
    
    
    
    4/2014
    
    
    $
    601,097
    
    
    $
    1,523,299Jonathan M. Pfohl
    
    
    28,500
    
    
    
    6.0
    %
    
    $
    15.93
    
    
    
    4/2014
    
    
    $
    285,521
    
    
    $
    723,567William H. Seippel
    
    
    0
    
    
    
    0.0
    %
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    Barbara L. Blackford
    
    
    0
    
    
    
    0.0
    %
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    243,000
    
    
    
    64.0
    %
   (1)
    
    These options vest in four equal annual installments. Vesting may be accelerated upon the
occurrence of both of the following: (i) a change of control, which would include the
recapitalization plan and (ii) termination of employment by the Company without cause, or by
the executive with good reason, within two years of the change of control.(2)
    
    Assumes stock price appreciation from the value on the date of grant, which is the exercise
price. Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Value Table The following table sets forth information concerning the value as of September 30, 2004 of options
held by the Named Executive Officers. Aggregated Option Exercises in Last Fiscal Year Number ofSecuritiesUnderlying
    
    
    Value of UnexercisedUnexercised
    
    
    In-the-MoneyOptions at Fiscal
    
    
    Options at FiscalYear-End
    
    
    Year-EndShares Acquired
    
    
    
    
    
    
    (exercisable/
    
    
    (exercisable/Name
    
    on Exercise
    
    
    Value Realized(1)
    
    
    unexercisable)
    
    
    unexercisable)(2)Thomas M. Dougherty
    
    
    
    
    
    $
    
    
    
    
    5,000/90,000
    
    
    $
    77,500/507,750Willian J. Loughman
    
    
    
    
    
    $
    
    
    
    
    /45,000
    
    
    $
    /241,200Roy E. Hadley, Jr.
    
    
    
    
    
    $
    
    
    
    
    /30,000
    
    
    $
    /160,800David C. Roberts
    
    
    
    
    
    $
    
    
    
    
    1,800/65,400
    
    
    $
    27,900/303,900Jonathan M. Pfohl
    
    
    
    
    
    $
    
    
    
    
    1,800/33,900
    
    
    $
    27,900/188,295William H. Seippel
    
    
    7,000
    
    
    $
    102,550
    
    
    
    /
    
    
    $
    /Barbara L. Blackford
    
    
    
    
    
    $
    
    
    
    
    /
    
    
    $
    /
   (1)
    
    Based upon the market price of the purchased shares on the exercise
date less the option exercise price paid for such shares.(2)
    
    The values of the unexercised in-the-money options were calculated by
multiplying the number of shares of common stock underlying the
options by the difference between $19.60, which was the closing market
price of our common stock on September 30, 2004, and the option
exercise price.




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##### Table of Contents



Compensation and Governance Committee Interlocks and Insider Participation None of the members of the Compensation and Governance Committee was an officer or employee of
AirGate or had any relationship with us that requires disclosure under SEC regulations. ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. EQUITY COMPENSATION PLAN INFORMATION The following table gives information about AirGate common stock that may be issued under all of
AirGates existing equity compensation plans as of September 30, 2004. (c) Number ofSecuritiesRemaining Available(a) Number of
    
    
    
    
    
    
    forSecurities to be
    
    
    
    
    
    
    Future Issuance UnderIssued
    
    
    (b) Weighted Average
    
    
    Equity Compensation
    
    
    (d) Total ofUpon Exercise of
    
    
    Exercise Price of
    
    
    Plans (Excluding
    
    
    SecuritiesOutstanding Options,
    
    
    Outstanding Options,
    
    
    Securities Reflected
    
    
    Reflected inPlan Category
    
    Warrants and Rights
    
    
    Warrants and Rights
    
    
    in Column (a))
    
    
    Columns (a) and (c)Equity Compensation
Plans Approved by
Shareowners
    
    
    41,273
    (2)
    
    $
    163.07
    
    
    
    
    (1)
    
    
    41,27343,876
    (3)
    
    $
    154.57
    
    
    
    
    (1)
    
    
    43,876441,220
    (4)
    
    $
    14.48
    
    
    
    753,430
    
    
    
    1,194,650TOTAL
    
    
    526,369
    
    
    
    
    
    
    
    753,430
    
    
    
    1,279,799Equity Compensation
Plans Not Approved by
Shareowners
    
    
    7,507
    (5)
    
    $
    223.86
    
    
    
    
    (1)
    
    
    7,507TOTAL
    
    
    533,876
    
    
    $
    40.42
    
    
    
    753,430
    (6)
    
    
    1,287,306
   (1)
    
    The right to issue options under this plan terminated upon shareholder approval of the
2002 Long-Term Incentive Plan.(2)
    
    Issued under the AirGate PCS, Inc. 1999 Stock Option Plan.(3)
    
    Issued under the AirGate PCS, Inc. Amended and Restated 2000 Long-Term Incentive Plan.(4)
    
    Issued under the AirGate PCS, Inc. 2002 Long-Term Incentive Plan.(5)
    
    Issued under the AirGate PCS, Inc. 2001 Non-Executive Stock Option Plan.(6)
    
    In addition, 14,654 shares of AirGates common stock remained for issuance under the AirGate
PCS, Inc. 2001 Employee Stock Purchase Plan. Grants made under the AirGate PCS, Inc. 2001 Non-Employee Director Compensation Plan were issued
under either the AirGate PCS, Inc. 1999 Stock Option Plan or the AirGate PCS, Inc. 2002 Long-Term
Incentive Plan and thus are not separately stated in the table. AirGate PCS, Inc. 2001 Non-Executive Stock Option Plan On January 31, 2001, our board of directors approved the AirGate PCS, Inc. 2001 Non-Executive Stock
Option Plan, pursuant to which non-qualified stock options could be granted to our employees who
are not officers or directors. This plan was not submitted to our shareowners for approval. As of
September 30, 2004, options to acquire 7,507 shares on a
post-reverse stock split basis were outstanding under this plan, out of the
30,000 shares originally reserved for issuance. No further grants may be made under the 2001
Non-Executive Stock Option Plan. The plan authorized the granting of non-qualified stock options only. The exercise price of an
option could not be less than the fair market value of the underlying stock on the date of grant
and no option could have a term of more than ten years. All of the options that are currently
outstanding under the plan vest ratably over a four-year period beginning at the grant date and
expire ten years from the date of grant.




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##### Table of Contents



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND OFFICERS On November 30, 2004, there were approximately 11,768,258 shares of our common stock outstanding.
The following table presents certain information regarding the beneficial ownership of our common
stock, as of November 30, 2004 with respect to:  
    each person who, to our knowledge, is the beneficial owner of 5% or more of
our outstanding common stock;  
    each of our directors and nominees for directors;  
    each of the Named Executive Officers; and  
    all of our executive officers and directors as a group. PercentageNumber of Shares
    
    
    ofBeneficially
    
    
    OutstandingName of Beneficial Owner(1)
    
    Owned(2)
    
    
    Common StockThomas M. Dougherty(3)
    
    
    50,742
    
    
    
    
    
    
    
    *Barbara L. Blackford
    
    
    0
    
    
    
    
    
    
    
    *Robert A. Ferchat
    
    
    7,128
    
    
    
    
    
    
    
    *Roy E. Hadley, Jr.
    
    
    10,000
    
    
    
    
    
    
    
    *Max D. Hopper
    
    
    1,000
    
    
    
    
    
    
    
    *William J. Loughman
    
    
    15,000
    
    
    
    
    
    
    
    *Timothy M. OBrien
    
    
    1,500
    
    
    
    
    
    
    
    *Jonathan M. Pfohl(4)
    
    
    14,704
    
    
    
    
    
    
    
    *John W. Risner
    
    
    4,000
    
    
    
    
    
    
    
    *Gail S. Schoettler
    
    
    1,000
    
    
    
    
    
    
    
    *William H.
Seippel
    
    
    0
    
    
    
    
    
    
    
    *David C. Roberts
    
    
    17,254
    
    
    
    
    
    
    
    *Stephen R. Stetz
    
    
    0
    
    
    
    
    
    
    
    *Glenview
Capital Management, LLC (5)
    
    
    1,179,929
    
    
    
    
    
    
    
    10.0
    %All
executive officers and directors as a group (9 persons)(6)
    
    
    122,328
    
    
    
    
    
    
    
    *
    %
   *
    
    Less than one percent.(1)
    
    Except as indicated, the address for each executive officer and director is 233 Peachtree Street, N.E., Harris Tower, Suite
1700, Atlanta, Georgia 30303.(2)
    
    Beneficial ownership is determined in accordance with Rule 13d-3 of the Securities Exchange Act. A person is deemed to be the
beneficial owner of shares of common stock if such person has or shares voting or investment power with respect to such
common stock, or has the right to acquire beneficial ownership at any time within 60 days of the date of the table. As used
herein, voting power is the power to vote or direct the voting of shares and investment power is the power to dispose or
direct the disposition of shares.(3)
    
    Includes 15,000 shares of common stock owned jointly with Mr. Doughertys wife, 130 shares of common stock owned by Mr.
Doughertys children and 5,000 shares of common stock subject to options which are exercisable within 60 days of the date of
this table.(4)
    
    Includes 18 shares of common stock owned by Mr. Pfohls children and 1,800 shares of common stock subject to options which
are exercisable within 60 days of the date of this table.(5)
    
    Information presented is based on a Schedule 13D dated November 22, 2004
by Glenview Capital Management, LLC (Management),
Glenview Capital GP, LLC (GP), Glenview Capital Partners, L.P. (Partners),
Glenview Institutional Partners, L.P.
(Institutional), Glenview Capital Master Fund, Ltd. (Master Fund), and GCM
Little Arbor Master Fund, Ltd. (GCM Fund),
and together with Management, GP, Partners, Institutional, and Master Fund, the Glenview Filing
Parties). The Schedule 13D
indicates that Partners, Institutional, Master Fund and GCM Fund each beneficially owns 114,871,
335,662, 685,796 and 43,600 shares,
respectively. The Schedule 13D also indicates that each of the four beneficial owners has
delegated sole voting and
dispositive power to Management. In addition, GP serves as the general partner of Partners and
Institutional. As a result of
these shareholdings, ownership structure and delegation, the
Schedule 13D indicates that each of
the Glenview Filing Parties
has shared voting and dispositive power over the full 1,179,929 shares. The business address for
each of Management, GP,
Partners and Institutional is 399 Park Avenue, Floor 39, New York,




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##### Table of Contents



New York 10022. The business address of Master Fund and
GCM Fund is c/o Goldman Sachs (Cayman) Trust, Limited, Harbour Centre, North Church Street, P.O. Box 896GT, George Town,
Grand Cayman, Cayman Islands, British West Indies, Cayman Island exempted company.(6)
    
    Includes 6,800 shares of common stock subject to options which are exercisable within
60 days of the date of this table. ITEM 13.Certain Relationships and Related Transactions. None. ITEM 14.Principal Accounting Fees and Services. Fees Paid to KPMG The following table shows the fees that AirGate paid or accrued for the audit and other services
provided by KPMG LLP for the fiscal years ended September 30, 2003 and 2002: Year Ended
    
    
    Year EndedSeptember 30, 2004
    
    
    September 30, 2003Audit Fees
    
    $
    460,200
    
    
    $
    558,063Audit-Related Fees
    
    
    238,000
    
    
    
    638,850Tax Fees
    
    
    145,190
    
    
    
    391,820All Other Fees
    
    
    
    
    
    
    10,891Total
    
    $
    843,390
    
    
    $
    1,599,624
 Audit Fees.This category includes the aggregate fees billed for professional services rendered by
KPMG LLP for the audit of our annual consolidated financial statements and the limited reviews of
our quarterly condensed consolidated financial statements for the years ended September 30, 2004
and 2003. Audit-Related Fees.This category includes the aggregate fees billed for non-audit services,
exclusive of the fees disclosed relating to audit fees, rendered by KPMG LLP during the fiscal
years ended September 30, 2004 and 2003. These services principally include the assistance and
issuance of consents for various filings with the SEC, as well as the
audits of our benefit plans. Tax Fees.This category includes the aggregate fees billed for tax services rendered by KPMG LLP
during the fiscal years ended September 30, 2004 and 2003. These services consisted primarily of
tax compliance and tax consultation services. In addition, for fiscal years ended September 30,
2004 and 2003, these services include preparation of state and federal tax returns for the Company
and its subsidiaries. All Other Fees.This category includes the aggregate fees billed for all other services, exclusive
of the fees disclosed above, rendered by KPMG LLP during the fiscal years ended September 30, 2004
and September 30, 2003. The Audit Committee has concluded that the non-audit services provided by KPMG LLP are compatible
with maintaining the independence of KPMG LLP. Oversight of Accountants; Approval of Accounting Fees Under the provisions of its charter, the Audit Committee is responsible for the appointment,
compensation, retention and oversight of the work of the independent auditors. The Audit Committee
has adopted the Audit Committee Policy For Pre-Approval of Services, which provides that the Audit
Committee must pre-approve all audit and non-audit services provided by the independent auditors.
These services may include audit services, audit-related services, tax services and other services,
and the Audit Committee pre-approves the fees for each specific category of service. The Audit
Committee has delegated pre-approval authority to the Chair for external audit services not
exceeding $75,000 per engagement, and the Chair must report any pre-approval decisions to the Audit
Committee at its next meeting. The policy specifically prohibits certain non-audit services that
are prohibited by securities laws from being provided by an independent auditor. All of the principal accounting services and fees reflected in the table in this Item 14 were
reviewed and approved by the Audit Committee, and none of the services were performed by
individuals who were not employees of the independent auditor.




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##### Table of Contents



ITEM 15.Exhibits, Financial Statement Schedules and Reports on Form 8-K (c) Exhibits ExhibitNumber
    
    Description2.1
    
    
    Agreement and Plan of Merger, dated as of December 7, 2004, by and
among Alamosa Holdings, Inc., A-Co. Merger Sub, Inc. and AirGate
PCS, Inc. (incorporated by reference to Exhibit 2.1 to the current
report on Form 8-K filed by AirGate with the Commission on December
9, 2004 (SEC File No. 000-27455))3.1
    
    
    Corrected Restated Certificate of Incorporation of AirGate PCS, Inc.
(AirGate), dated February 13, 2004 (incorporated by reference to
Exhibit 3.(I) to the quarterly report on Form 10-Q filed by AirGate
with the Commission on February 17, 2004 for the quarter ended
December, 31 2002 (SEC File No. 000-27455))3.2
    
    
    Amended and Restated Bylaws of AirGate, dated December 17, 2002
(incorporated by reference to Exhibit 3.2 to the annual report on
Form 10-K/ A filed by AirGate with the Commission on January 17,
2003 for the year ended September 30, 2002 (SEC File No. 000-27455))4.1
    
    
    Specimen of common stock certificate of AirGate (incorporated by
reference to Exhibit 4.1 to the Registration Statement on Form S-1/A
filed by the registrant with the SEC on June 15, 1999 (File Nos.
333-79189-02 and 333-79189-01))4.2
    
    
    Form of Warrant Agreement for warrants issued in units offering
(incorporated by reference to Exhibit 10.15 to the Registration
Statement on Form S-1/ A filed by AirGate with the SEC on September
23, 1999 (File Nos. 333-79189-02 and 333-79189-01))4.3
    
    
    Form of Warrant issued in units offering (included in Exhibit 4.2)4.4
    
    
    Form of unit (included in Exhibit 4.2)4.5
    
    
    Form of Lucent Warrants (incorporated by reference to Exhibit 4.4 to
the Registration Statement on Form S-1/ A filed by the registrant
with the SEC on September 17, 1999 (SEC File Nos. 333-79189-02 and
333-79189-01))4.6
    
    
    Indenture, dated as of February 20, 2004, by and AirGate, its
subsidiaries party thereto and the Bank of New York (incorporated by
reference to Exhibit 4.2 to the current report on Form 8-K filed by
AirGate on February 26, 2004 (SEC File No. 000-27455))4.7
    
    
    Form of Senior Subordinated Secured Notes due 2009 (included in
Exhibit 4.6)4.8
    
    
    Form of Security Agreement (incorporated by reference to Exhibit
4.11 to the Registration Statement on Form S-4/A filed by AirGate
with the SEC on January 14, 2004 (File No. 333-109165)).4.9
    
    
    Form of Pledge Agreement (incorporated by reference to Exhibit 4.12
to the Registration Statement on Form S-4/A filed by AirGate with
the SEC on January 14, 2004 (File No. 333-109165).4.10
    
    
    Form of Intercreditor Agreement (incorporated by reference to
Exhibit 4.10 to the annual report on Form 10-K filed by AirGate with
the Commission on December 14, 2005 (SEC File No. 000-27455)).4.11
    
    
    Indenture, dated as of October 25, 2004, by and among AirGate, its
subsidiaries party thereto and The Bank of New York Trust Company,
N.A. (incorporated by reference to Exhibit 4.1 to the current report
on Form 8-K filed by AirGate on October 29, 2004)4.12
    
    
    Form of First Priority Senior Secured Floating Rate Notes due 2011
(included in Exhibit 4.6)4.13
    
    
    Registration Rights Agreement, dated October 25, 2004, by and among
AirGate PCS, Inc., its subsidiaries party thereto, Banc of America
Securities LLC and Credit Suisse First Boston LLC (incorporated by
reference to Exhibit 4.3 to the current report on Form 8-K filed by
AirGate on October 29, 2004)4.14
    
    
    Form of Pledge Agreement (incorporated by reference to Exhibit 4.4
to the current report on Form 8-K filed by AirGate on October 29,
2004)




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##### Table of Contents



ExhibitNumber
    
    Description4.15
    
    
    Form of Security Agreement (incorporated by reference to Exhibit 4.5
to the current report on Form 8-K filed by AirGate on October 29,
2004)10.1
    
    
    Support Agreement, dated as of September 24, 2003, by and among
AirGate and each of the noteholders signatory thereto (incorporated
by reference to Exhibit 10.1 to the Registration Statement on Form
S-4 filed by AirGate with the SEC on September 26, 2003 (SEC File
No. 333-109165))10.2
    
    
    Sprint PCS Management Agreement and Addenda I-III thereto between
SprintCom, Inc. and AirGate Wireless, L.L.C. (incorporated by
reference to Exhibit 10.1 to the Registration Statement on Form S-1/A
filed by AirGate with the Commission on June 15, 1999 (SEC File
Nos. 333-79189-02 and 333-79189-01))10.3
    
    
    Assignment of Sprint PCS Management Agreement, Sprint Spectrum
Services Agreement and Trademark and Service Mark Agreement from
AirGate Wireless, L.L.C. to AirGate Wireless, Inc. dated November
20, 1998 (incorporated by reference to Exhibit 10.14 to the
Registration Statement on Form S-1/ A filed by AirGate with the
Commission on August 9, 1999 (SEC File Nos. 333-79189-02 and
333-79189-01))10.4
    
    
    Addendum IV to Sprint PCS Management Agreement dated August 26, 1999
by and among SprintCom, Inc., Sprint Communications Company, L.P.,
Sprint Spectrum L.P. and AirGate (incorporated by reference to
Exhibit 10.1.2 to the annual report on Form 10-K filed by AirGate
with the Commission on December 18, 2000 for the year ended
September 30, 2000 (SEC File No. 000-27455))10.5
    
    
    Addendum V to Sprint PCS Management Agreement dated May 12, 2000 by
and among SprintCom, Inc., Sprint Communications Company, L.P. and
AirGate (incorporated by reference to Exhibit 10.1.3 to the annual
report on Form 10-K filed by AirGate with the Commission on December
18, 2000 for the year ended September 30, 2000 (SEC File No.
000-27455))10.6
    
    
    Addendum VI to Sprint PCS Management Agreement dated December 8,
2000 by and among SprintCom, Inc., Sprint Communications Company,
L.P., Sprint Spectrum L.P. and AirGate (incorporated by reference to
Exhibit 10.1.4 to the quarterly report on Form 10-Q filed by AirGate
with the Commission on February 14, 2001 for the quarter ended
December 31, 2000 (SEC File No. 000-27455))10.7
    
    
    Addendum VII to Sprint PCS Management Agreement dated as of
September 10, 2004 by and among SprintCom, Inc., Sprint
Communications Company, L.P., Sprint Spectrum L.P. and AirGate
(incorporated by reference to Exhibit 10.1 to the current report on
Form 8-K filed by AirGate with the Commission on September 14, 2004
(SEC File No. 000-27455))10.8
    
    
    Schedule of Definitions to Sprint PCS Management Agreement by and among SprintCom, Inc. and
AirGate Wireless, L.L.C. (incorporated by reference to Exhibit 10.33 to the quarterly report on
Form 10-Q filed by AirGate with the Commission on May 15, 2002 for the quarter ended March 31,
2002 (SEC File No. 000-27455))10.9
    
    
    Sprint PCS Services Agreement between Sprint Spectrum L.P. and AirGate Wireless, L.L.C.
(incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1/ A filed by
AirGate with the Commission on June 15, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01))10.10
    
    
    Sprint Spectrum Trademark and Service Mark License Agreement (incorporated by reference to
Exhibit 10.3 to the Registration Statement on Form S-1/ A filed by AirGate with the Commission on
June 15, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01))10.11
    
    
    Sprint Trademark and Service Mark License Agreement (incorporated by reference to Exhibit 10.4 to
the Registration Statement on Form S-1/ A filed by AirGate with the Commission on June 15, 1999
(SEC File Nos. 333-79189-02 and 333-79189-01))10.12
    
    
    Sales Agency Agreement made as of May 1, 2001 between Sprint Communications Company L.P. and
AirGate (incorporated by reference to Exhibit 10.10 to the annual report on Form 10-K/ A filed by
AirGate with the Commission on January 17, 2003 for the year ended September 30, 2002 (SEC File
No. 000-27455))




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##### Table of Contents



ExhibitNumber
    
    Description10.13
    
    
    Master Site Agreement dated August 6, 1998 between AirGate and BellSouth Carolinas PCS, L.P. and
BellSouth Personal Communications, Inc. (incorporated by reference to Exhibit 10.5 to the
Registration Statement on Form S-1/ A filed by AirGate with the Commission on June 15, 1999 (SEC
File Nos. 333-79189-02 and 333-79189-01))10.14
    
    
    Notice to AirGate of an assignment of sublease dated September 20, 1999 between BellSouth
Cellular Corp. and Crown Castle South Inc., given pursuant to Section 16(b) of the Master Site
Agreement (incorporated by reference to Exhibit 10.5.1 to the annual report on Form 10-K filed by
AirGate with the Commission on December 18, 2000 for the year ended September 30, 2000 (SEC File
No. 000-27455))10.15
    
    
    Master Tower Space Reservation and License Agreement dated February 19, 1999 between AGW Leasing
Company, Inc. and American Tower, L.P. (incorporated by reference to Exhibit 10.5.2 to the annual
report on Form 10-K filed by AirGate with the Commission on December 18, 2000 for the year ended
September 30, 2000 (SEC File No. 000-27455))10.16
    
    
    Master Antenna Site Lease No. J50 dated July 20, 1999 between Pinnacle Towers Inc. and AGW
Leasing Company (incorporated by reference to Exhibit 10.5.3 to the annual report on Form 10-K
filed by AirGate with the Commission on December 18, 2000 for the year ended September 30, 2000
(SEC File No. 000-27455))10.17
    
    
    Commercial Real Estate Lease dated August 7, 1998 between AirGate and Perry Company
of Columbia, Inc. to lease a warehouse facility (incorporated by reference to
Exhibit 10.7 to the Registration Statement on Form S-1/ A filed by AirGate with the
Commission on July 12, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01))10.18
    
    
    Lease Agreement dated August 25, 1999 between Robert W. Bruce, Camperdown Company,
Inc. and AGW Leasing Company, Inc. to lease office/warehouse space in Greenville,
South Carolina (incorporated by reference to Exhibit 10.7.1 to the annual report on
Form 10-K filed by AirGate with the Commission on December 18, 2000 for the year
ended September 30, 2000 (SEC File No. 000-27455))10.19
    
    
    Form of Indemnification Agreement (incorporated by reference to Exhibit 10.8 to the
Registration Statement on Form S-1/ A filed by AirGate with the Commission on June
15, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01))10.20*
    
    
    Employment Agreement dated April 9, 1999 by and between AirGate and Thomas M.
Dougherty (incorporated by reference to Exhibit 10.9 to the Registration Statement
on Form S-1/ A filed by AirGate with the Commission on June 15, 1999 (SEC File Nos.
333-79189-02 and 333-79189-01))10.21*
    
    
    First Amendment to Employment Agreement dated December 20, 1999 between AirGate and
Thomas M. Dougherty (incorporated by reference to Exhibit 10.16 to the quarterly
report on Form 10-Q filed by AirGate with the Commission on May 15, 2000 for the
quarter ended March31, 2000 (SEC File No. 000-27455))10.22*
    
    
    AirGate PCS, Inc. 1999 Stock Option Plan (incorporated by reference to Exhibit 99.1
to the Registration Statement on Form S-8 filed by AirGate with the Commission on
April 10, 2000 (SEC File No. 333-34416))10.23*
    
    
    Form of AirGate PCS, Inc. Option Agreement for AirGate PCS, Inc. 1999 Stock Option
Plan (incorporated by reference to Exhibit 10.25 to the annual report on Form 10-K
filed by AirGate with the Commission on November 30, 2001 for the year ended
September 30, 2001 (SEC File No. 000-27455))10.24*
    
    
    AirGate PCS, Inc. 2001 Non-Executive Stock Option Plan (incorporated by reference to
Exhibit 10.11.2 to the quarterly report on Form 10-Q filed by AirGate with the
Commission on February 14, 2001 for the quarter ended December 31, 2000 (SEC File
No. 000-27455))10.25
    
    
    Form of AirGate PCS, Inc. Option Agreement for AirGate PCS, Inc. 2001 Non-Executive
Stock Option Plan (incorporated by reference to Exhibit 10.25 to the annual report
on Form 10-K filed by AirGate with the Commission on December 14, 2005 (SEC File No.
000-27455)).




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##### Table of Contents



ExhibitNumber
    
    Description10.26*
    
    
    AirGate PCS, Inc. 2001 Employee Stock Purchase Plan (incorporated by reference to
Exhibit 10.11.3 to the quarterly report on Form 10-Q filed by AirGate with the
Commission on February 14, 2001 for the quarter ended December 31, 2000 (SEC File
No. 000-27455))10.27*
    
    
    2002 AirGate PCS, Inc. Long-Term Incentive Plan (incorporated by reference to
Exhibit 99.1 to the Registration Statement on Form S-8 filed by AirGate with the
Commission on March 29, 2002 (SEC File No. 333-85250)10.28
    
    
    Form of Award Agreement for 2002 AirGate PCS, Inc. Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.28 to the annual report on Form 10-K filed
by AirGate with the Commission on December 14, 2005 (SEC File No. 000-27455)).10.29**
    
    
    AirGate PCS, Inc. Amended and Restated Non-Employee Director Compensation Plan dated
January 22, 200310.31
    
    
    Agreement and Plan of Merger, dated as of August 28, 2001, by and between AirGate
and iPCS, Inc. (incorporated by reference to Exhibit 10.1 to the current report on
Form 8-K filed by AirGate with the Commission on August 31, 2001 (SEC File No.
000-27455))10.32
    
    
    Services Agreement dated as of January 1, 2002 by and among AirGate, AirGate Service
Company, Inc., iPCS, Inc. and iPCS Wireless, Inc. (incorporated by reference to
Exhibit 10.34 to the quarterly report on Form 10-Q filed by AirGate with the
Commission on May 15, 2002 for the quarter ended March 31, 2002 (SEC File No.
000-27455))10.33
    
    
    First Amendment to Services Agreement dated February 21, 2003 by and among AirGate
Service Company, Inc., AirGate, iPCS Wireless, Inc. and iPCS, Inc (incorporated by
reference to Exhibit 10.1 to the quarterly report on Form 10-Q filed by AirGate with
the Commission on May 15, 2003 for the quarter ended March 31, 2003 (SEC File No.
000-27455))10.34
    
    
    Technology License Agreement dated as of January 1, 2002 by and among AirGate, AGW
Leasing Company, Inc., AirGate Service Company, Inc., AirGate Network Services,
Inc., iPCS, Inc., iPCS Wireless, Inc. and iPCS Equipment, Inc. (incorporated by
reference to Exhibit 10.35 to the quarterly report on Form 10-Q filed by AirGate
with the Commission on May 15, 2002 for the quarter ended March 31, 2002 (SEC File
No. 000-27455))10.35*
    
    
    Separation Agreement and General Release, dated March 23, 2004, by and between
AirGate and William H. Seippel (incorporated by reference to Exhibit 10.1 to the
quarterly report on Form 10-Q filed by AirGate with the Commission on May 17, 2004
for the quarter ended March 31, 2004 (SEC File No. 000-27455))10.36
    
    
    Settlement Agreement and Mutual Release, dated as of September 10, 2004, by and
among Sprint Spectrum L.P., SprintCom, Inc., Sprint Communications Company L.P.,
and WirelessCo, L.P., AirGate , AGW Leasing Company, Inc., AirGate Network Services,
LLC, and AirGate Service Company, Inc. (incorporated by reference to Exhibit 10.2
to the current report on Form 8-K filed by AirGate with the Commission on September
14, 2004 (SEC File No. 000-27455))10.37*
    
    
    Employment Agreement made and entered into December 7, 2004 by and among AirGate
PCS, Inc. and Thomas M. Dougherty (incorporated by reference to Exhibit 10.1 to the
current report on Form 8-K filed by AirGate with the Commission on December 9, 2004
(SEC File No. 000-27455))10.38*
    
    
    Employment Agreement made and entered into December 7, 2004 by and among AirGate
PCS, Inc. and William J. Loughman (incorporated by reference to Exhibit 10.2 to the
current report on Form 8-K filed by AirGate with the Commission on December 9, 2004
(SEC File No. 000-27455))10.39*
    
    
    Employment Agreement made and entered into December 7, 2004 by and among AirGate
PCS, Inc. and Roy E. Hadley (incorporated by reference to Exhibit 10.3 to the
current report on Form 8-K filed by AirGate with the Commission on December 9, 2004
(SEC File No. 000-27455))




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##### Table of Contents



ExhibitNumber
    
    Description21.1
    
    
    Subsidiaries of AirGate PCS, Inc (incorporated by reference to Exhibit 21 to the
annual report on Form 10-K/ A filed by AirGate with the Commission on January 17,
2003 for the year ended September 30, 2002 (SEC File No. 000-27455))24.1
    
    
    Powers of Attorney (incorporated by reference to Exhibit 24.1 to the annual report
on Form 10-K filed by AirGate with the Commission on December 14, 2004 (SEC File No.
000-27455)).31.1**
    
    
    Rule 13a-14(a) certification of Chief Executive Officer of AirGate filed in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002.31.2**
    
    
    Rule 13a-14(a) certification of Chief Financial Officer of AirGate filed in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Section 1350 certification of Chief Executive Officer of AirGate furnished in
accordance with Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by
reference to Exhibit 32.1 to the annual report on Form 10-K filed by AirGate with
the Commission on December 14, 2004 (SEC File No. 000-27455)).32.2
    
    
    Section 1350 certification of Chief Financial Officer of AirGate furnished in
accordance with Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by
reference to Exhibit 32.2 to the annual report on Form 10-K filed by AirGate with
the Commission on December 14, 2004 (SEC File No. 000-27455)).
   *
    
    Denotes a management contract or compensatory plan or arrangement**
    
    Filed herewith




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##### Table of Contents



SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized, on February 15, 2005. AIRGATE PCS, INC.By:

/s/
William J. LoughmanWilliam J. LoughmanChief Financial Officer
(Principal Financial and
Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by
the following persons in the capacities and on the dates indicated. Name
    
    Title
    
    Date/s/ Thomas M. Dougherty
Thomas M. Dougherty
    
    President and Chief Executive
Officer and Director (Principal
Executive Officer)
    
    February 15, 2005/s/ William J. Loughman
William J. Loughman
    
    Chief Financial Officer
(Principal Financial and
Accounting Officer)
    
    February 15, 2005*
Robert A. Ferchat
    
    Chairman of the Board of Directors
    
    February 15, 2005*
Max D. Hopper
    
    Member, Board of Directors
    
    February 15, 2005*
Timothy M. OBrien
    
    Member, Board of Directors
    
    February 15, 2005*
John W. Risner
    
    Member, Board of Directors
    
    February 15, 2005*
Stephen R. Stetz
    
    Member, Board of Directors
    
    February 15, 2005*
Gail A. Schoettler
    
    Member, Board of Directors
    
    February 15, 2005By: /s/ William J. Loughman
William J. LoughmanAttorney-in-fact
    
    Chief Financial Officer
    
    February 15, 2005
   *
    
    William J. Loughman, by signing his name hereto, does sign this document
on behalf of the above noted individuals pursuant to powers of attorney
duly executed by such individuals, which have been filed as an exhibit
to this Report.