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SEC FILE NUMBER
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CUSIP NUMBER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
|X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR
For Period Ended: September 30, 2002
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:__________________
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Read Instructions (on back page) Before Preparing Form. Please Print or Type
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
AirGate PCS, Inc.
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Full Name of Registrant
Former Name if Applicable
Harris Tower, 233 Peachtree St. NE, Suite 1700
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Address of Principal Executive Office (Street and Number)
Atlanta, Georgia 30303
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b)|X| The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
AirGate PCS, Inc. ("AirGate") is unable to timely file its Annual Report on Form
10-K without unreasonable effort or expense because AirGate and its independent
auditors, KPMG LLP, require additional time to allow AirGate and KPMG 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 is also necessary to 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, is necessary to
determine the consequences, if any, on KPMG's audit opinion.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Barbara L. Blackford (404) 525-7272
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
When filed, AirGate's Annual Report on Form 10-K will report charges associated
with the impairment of goodwill and tangible and intangible assets related to
iPCS. These impairment charges are estimated to be $735 million for the year
ended September 30, 2002. Included in these charges is a goodwill impairment of
$261 million recorded by AirGate in the second fiscal quarter. In the fourth
fiscal quarter, AirGate expects to report an impairment charge of tangible and
intangible assets related to iPCS of approximately $474 million.
AirGate PCS, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date December 30, 2002 By /s/ William H. Seippel
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Title William H. Seippel, Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T (ss.232.13(b) of this chapter) or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this chapter).