UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 8, 2004
Alamosa Holdings, Inc.
------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 000-32357 75-2890997
------------------------------------ ---------------------------------- ---------------------------------------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
5225 S. Loop 289, Lubbock, Texas, 79424
--------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (806) 722-1100
Not Applicable
------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
|_| Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
- MORE -
Item 8.01 Other Events.
-----------------------
On December 8, 2004, Alamosa Holdings, Inc., a Delaware corporation
("Alamosa"), issued a joint press release with AirGate PCS, Inc., a Delaware
corporation ("AirGate"), which announced that their respective Boards of
Directors had approved an Agreement and Plan of Merger dated as of December 7,
2004 (the "Merger Agreement") among Alamosa, A-Co. Merger Sub, Inc., a
Delaware corporation and a direct wholly-owned subsidiary of Alamosa and
AirGate.
Under the terms of the Merger Agreement, AirGate shareholders will receive
2.87 Alamosa shares for every share of AirGate common stock they hold. In
addition, AirGate shareholders will have the option to elect cash
consideration in place of Alamosa stock, up to an aggregate amount of $100
million, with the per share cash consideration based on the average closing
price of Alamosa stock in the ten trading days prior to the completion of the
transaction multiplied by 2.87.
The completion of the Merger is subject to various customary closing
conditions, including obtaining the approval of Alamosa's and AirGate's
stockholders, the expiration of the applicable waiting period under the
Hart-Scott-Rodino Anti-Trust Improvements Act of 1974 and the consent of
Sprint PCS.
A copy of the joint press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein in its entirety and the foregoing description
of the merger is qualified in its entirety by reference to such press release.
Alamosa will file the information required by Item 1.01 in a separate Current
Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
--------------------------------------------
(c) Exhibits.
Exhibit
Number Description
------- -----------
Exhibit 99.1 Joint press release by issued by Alamosa and AirGate
announcing the approval of the acquisition by Alamosa of
AirGate.
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.
Date: December 8, 2004
ALAMOSA HOLDINGS, INC.
By: /s/ Kendall W. Cowan
-----------------------------------
Kendall W. Cowan
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
Exhibit 99.1 Joint press release by issued by Alamosa and AirGate
announcing the approval of the acquisition by Alamosa
of AirGate.
Exhibit 99.1
Alamosa Holdings, Inc. to Combine With AirGate PCS, Inc. to Create
The Premier Sprint PCS Affiliate
o Combined Company With More Than 23 Million Total POPs; Over 18
Million Covered POPs and Over 1.25 Million Subscribers in 19
States
o Conference Call planned for December 9, 2004 to Discuss
Combination
LUBBOCK, Texas (December 8, 2004) - Alamosa Holdings, Inc. (NASDAQ: APCS) and
AirGate PCS, Inc. (Nasdaq: PCSA) today announced that their Boards of
Directors have approved a definitive agreement under which AirGate will merge
with and into a wholly-owned subsidiary of Alamosa. The Company plans to
schedule a conference call for December 9, 2004 to discuss the combination.
The time of the call, along with other appropriate call-in and web cast
information, will be provided by the Company later today in a press release.
Under the terms of the definitive agreement, AirGate shareholders will receive
2.87 Alamosa shares for every share of AirGate common stock they hold. Based
on Alamosa's share price, as of the close of business on December 7, 2004, the
transaction is valued at $33 per AirGate share. Including the assumption of
net debt of approximately $238 million, the aggregate purchase price is
approximately $630 million. In addition, AirGate shareholders will have the
option to elect cash consideration in place of Alamosa stock, up to an
aggregate amount of $100 million, with the per share cash consideration based
on the average closing price of Alamosa stock in the ten trading days prior to
the completion of the transaction multiplied by 2.87.
David E. Sharbutt, Chairman and Chief Executive Officer of Alamosa, said, "We
believe that this combination creates the premier Sprint PCS Affiliate with
over 23 million total POPs, over 18 million covered POPs and approximately
1.25 million subscribers. We believe that the increased scale of our combined
company will provide meaningful operational and financial benefits, and will
be a platform for future growth and value creation. In addition, with the
significantly increased market capitalization, the combined company's common
stock should appeal to a broader investor group going forward and provide
AirGate's stockholders with a substantially more liquid market."
Thomas M. Dougherty, Chief Executive Officer of AirGate, said, "Alamosa and
AirGate share a common culture of building shareholder value. With Alamosa's
proven track record of delivering results and successful acquisition
integration, we believe that with our attractive markets, larger scale and the
strong support of Sprint, we have the formula for success."
The transaction is subject to customary regulatory review, approval by Sprint
and approval of the shareholders of AirGate and Alamosa. The transaction is
expected to close in the second quarter of 2005.
ABOUT ALAMOSA
Alamosa Holdings, Inc. is the largest (based on number of subscribers) PCS
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 PCS
AirGate PCS, Inc. is the PCS 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.
ADVISORS
Alamosa's financial advisor was UBS Investment Bank and its legal advisor was
Skadden, Arps, Slate, Meagher & Flom LLP. AirGate's financial advisor was Banc
of America Securities LLC, and its legal advisor was Winston & Strawn LLP.
FORWARD LOOKING STATEMENTS AND OTHER INFORMATION
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, (1) statements about the benefits of the proposed merger
between Alamosa Holdings, Inc. ("Alamosa") and AirGate PCS, Inc. ("AirGate"),
including future financial and operating results; (2) statements with respect
to Alamosa's plans, objectives, expectations and intentions and other
statements that are not historical facts; and (3) other statements identified
by words such as "believes," "expects," "anticipates," "estimates," "intends,"
"plans," "targets," "projects" and similar expressions. Such statements are
based upon the current beliefs and expectations of Alamosa's and AirGate's
management and are subject to significant risks and uncertainties. Actual
results may differ from those set forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: (1) the businesses of
Alamosa and AirGate may not be integrated successfully or such integration may
be more difficult, time-consuming or costly than expected; (2) expected
combination benefits from the Alamosa/AirGate transaction may not be fully
realized or realized within the expected time frame; (3) the failure of
AirGate and Alamosa stockholders to approve the merger and/or the failure to
obtain approvals from regulators or other groups; (4) disruption from the
merger making it more difficult to maintain relationships with clients,
employees or suppliers; (5) Alamosa's and AirGate's dependence on their
affiliation with Sprint; (6) shifts in populations or network focus; (7)
changes or advances in technology; (8) changes in Sprint's national service
plans or fee structure with Alamosa or AirGate; (9) change in population; (10)
difficulties in network construction; (11) increased competition in Alamosa's
and AirGate's markets; and (12) adverse changes in financial position,
condition or results of operations. Additional factors that could cause
Alamosa's and AirGate's results to differ materially from those described in
the forward-looking statements can be found in the 2003 Annual Report on Form
10-K and in the Quarterly Reports on Form 10-Q of Alamosa and AirGate filed
with the Securities and Exchange Commission (the "Commission") and available
at the Commission's internet site (http://www.sec.gov). The forward-looking
statements in this document speak only as of the date of the document, and
Alamosa and AirGate assume no obligation to update the forward-looking
statements or to update the reasons why actual results could differ from those
contained in the forward-looking statements.
STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING
THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Stockholders will be able to 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 Securities and
Exchange Commission's internet site (http://www.sec.gov). Copies of the joint
proxy statement/prospectus and the filings with the Securities and Exchange
Commission that will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained without charge, when they become
available, 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).
The respective directors and executive officers of Alamosa and AirGate and
other persons may be deemed to be participants in the solicitation of proxies
in respect of the proposed merger. Information regarding Alamosa's directors
and executive officers is available in the proxy statement filed with the
Securities and Exchange Commission by Alamosa on April 23, 2004, and
information regarding AirGate's directors and executive officers is available
in the proxy statement filed with the Securities and Exchange Commission by
AirGate on March 5, 2004. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with the
Securities and Exchange Commission when they become available.