-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VgY7wAzNhJmG2LoIjIUo686T6B6vAedrv5KVK6u2pxKS+gyA8KGoYZljhIFhsf9a bgiHueWetT06YX5K13MPxg== 0000950136-05-000628.txt : 20050207 0000950136-05-000628.hdr.sgml : 20050207 20050207150551 ACCESSION NUMBER: 0000950136-05-000628 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050207 DATE AS OF CHANGE: 20050207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AIRGATE PCS INC /DE/ CENTRAL INDEX KEY: 0001086844 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 582422929 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27455 FILM NUMBER: 05580202 BUSINESS ADDRESS: STREET 1: 233 PEACHTREE ST NE STREET 2: SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4045257272 MAIL ADDRESS: STREET 1: 233 PEACHTREE ST STREET 2: SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30303 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALAMOSA HOLDINGS INC CENTRAL INDEX KEY: 0001120102 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 752843707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 5225 S LOOP 289 CITY: LUBBOCK STATE: TX ZIP: 79424 BUSINESS PHONE: 8067221100 MAIL ADDRESS: STREET 1: 5225 S LOOP 289 CITY: LUBBOCK STATE: TX ZIP: 79424 425 1 file001.htm RULE 425 COMMUNICATION
Filed by Alamosa Holdings, Inc. pusuant to Rule 425 under the Securities Act of 1933, as amended
    
Subject Company: AirGate PCS, Inc.
Exchange Act File Number of
Subject Company: 000-27455

The following press release was issued by Alamosa Holdings, Inc. and AirGate PCS, Inc. on February 7, 2005:

Alamosa and AirGate Announce February 14th Election Deadline
in Connection with Proposed Merger

LUBBOCK, Texas and Atlanta, Georgia (February 7, 2005) –In connection with the pending merger between Alamosa Holdings, Inc. (Nasdaq/NM: APCS) and AirGate PCS, Inc. (Nasdaq/NM: PCSA), the companies announced today that AirGate stockholders wishing to make an election to receive the merger consideration in cash or shares of Alamosa common stock, subject to pro-ration, must deliver to Mellon Investor Services, the Exchange Agent, properly completed Forms of Election, together with their stock certificates or properly completed Forms of Notice of Guaranteed Delivery, by 5:00 p.m., New York City time, on February 14, 2005, the election deadline.

AirGate stockholders who do not properly deliver such documentation to Mellon Investor Services (at the address specified in the Form of Election) prior to the election deadline may not select the form of merger consideration they would like to receive. The final election results regarding the merger consideration will be announced as soon as possible after the election deadline. AirGate stockholders may obtain additional copies of the Form of Election and the Form of Notice of Guaranteed Delivery by contacting the Exchange Agent at 1-800-777-3674. AirGate stockholders whose shares are held in their brokers' name should contact their broker for instructions on making an election with respect to those shares.

ABOUT ALAMOSA

Alamosa Holdings, Inc. is the largest (based on number of subscribers) wireless Affiliate of Sprint (NYSE: FON), which operates the largest all-digital, all-CDMA Third-Generation (3G) wireless network in the United States. Alamosa has the exclusive right to provide digital wireless mobile communications network services under the Sprint brand name throughout its designated territory located in Texas, New Mexico, Oklahoma, Arizona, Colorado, Utah, Wisconsin, Minnesota, Missouri, Washington, Oregon, Arkansas, Kansas, Illinois, and California. Alamosa's territory includes licensed population of 15.8 million residents.

ABOUT AIRGATE

AirGate PCS, Inc. is the wireless Affiliate of Sprint with the right to sell wireless mobility communications network products and services under the Sprint brand in territories within three states located in the Southeastern United States. The territories include over 7.4 million residents in key markets such as Charleston, Columbia, and Greenville-Spartanburg, South Carolina; Augusta and Savannah, Georgia; and Asheville, Wilmington and the Outer Banks of North Carolina.




LEGAL INFORMATION

On January 19, 2005, Alamosa filed a definitive proxy statement/prospectus with the Commission regarding the proposed merger with AirGate. Stockholders are urged to read the definitive joint proxy statement/prospectus because it contains important information. Stockholders can obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about Alamosa and AirGate, without charge, at the Commission's internet site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the Commission that are incorporated by reference in the joint proxy statement/prospectus can also be obtained without charge, by directing a request to Alamosa Holdings, Inc., 5225 S. Loop 289, Lubbock, Texas 79424, Attention: Jon Drake (806-722-1100); or AirGate PCS, Inc., Harris Tower, 233 Peachtree Street, N.E. Suite 1700, Atlanta, Georgia 30303, Attention: Bill Loughman (404-525-7272).

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