-----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, ANchd0Ry0e1vLDSKYVQeb29iE2YrIEw2ByEmhkykVyfCmf1bZ1gVK642H6A8LgY7 q9K1ZR3696dlEmho/3XNIg== 0000895345-04-000339.txt : 20040521 0000895345-04-000339.hdr.sgml : 20040521 20040521140830 ACCESSION NUMBER: 0000895345-04-000339 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040517 FILED AS OF DATE: 20040521 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMERIGROUP CORP CENTRAL INDEX KEY: 0001064863 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 541739323 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4425 CORPORATION LANE STREET 2: SUITE 100 CITY: VIRGINIA BEACH STATE: VA ZIP: 23462 BUSINESS PHONE: 7574906900 MAIL ADDRESS: STREET 1: 4425 CORPORATION LN CITY: VIRGINIA BEACH STATE: VA ZIP: 23462 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FERRER CARLOS A CENTRAL INDEX KEY: 0001039931 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31574 FILM NUMBER: 04823700 BUSINESS ADDRESS: STREET 1: FERRER FREEMAN THOMPSON & CO LLC STREET 2: THE MILL 10 GLENVILLE ST CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 2035328011 MAIL ADDRESS: STREET 1: FERRER FREEMAN THOMPSON & CO LLC STREET 2: THE MILL 10 GLENVILLE ST CITY: GREENWICH STATE: CT ZIP: 06831 4 1 dg4-amerigroup_ferrerex.xml X0202 4 2004-05-17 0 0001064863 AMERIGROUP CORP AGP 0001039931 FERRER CARLOS A FERRER FREEMAN THOMPSON & CO LLC THE MILL 10 GLENVILLE ST GREENWICH CT 06831 1 0 0 0 Contract 2004-05-17 4 J 0 1 A 2006-05-17 2006-05-17 Common Stock 35000 1 D Carlos Ferrer ("Mr. Ferrer") is a member of the board of directors of the Issuer and a member of Ferrer Freeman & Company, LLC ("FFC"), which is the general partner of FFC Partners I, L.P. ("FFC I") and FFC Executive Partners I, L.P. See attached Exhibit 99.1. /s/ Carlos A. Ferrer 2004-05-21 EX-99 2 exh99_1.txt On May 17, 2004, Mr. Ferrer entered into a forward sale agreement (the "Forward Agreement") relating to 35,000 shares (the "Base Amount") of Common Stock. In connection with the Forward Agreement, the counterparty sold 35,000 shares of Common Stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended, at an average price of $42.50 per share. The Forward Agreement provides that three business days after May 17, 2006, Mr. Ferrer will deliver a number of shares of Common Stock (or, at the election fo Mr. Ferrer, the cash equivalent of such shares) based on the following: (a) if the closing price of the Common Stock on May 17, 2006 (the "Final Price") is less than $42.50 per share, Mr. Ferrer will deliver 35,000 shares; (b) if the Final Price is equal to or greater than $42.50 per share (the "Floor Price") but less than or equal to $51.00 per share (the "Cap Price"), Mr. Ferrer will deliver a number of shares equal to Floor Price/Final Price x 35,000; (c) If the Final Price is greater than the Cap Price, Mr. Ferrer will deliver a number of shares equal to Floor Price + (Final Price - Cap Price)/Final Price x 35,000. In consideration therefore, Carlos Ferrer has received a price of $1,323,812.70. Mr. Ferrer entered into the Forward Agreement as part of a diversification plan. Mr. Ferrer submits that this plan does not in any way reflect on his confidence in the future growth of the Issuer. Mr. Ferrer opted for this transaction over a direct sale because he is optimistic about the opportunity for the Issuer and wants to maintain the maximum amount of exposure while still achieving a prudent amount of liquidity. -----END PRIVACY-ENHANCED MESSAGE-----