424B7 1 w36369e424b7.htm 424(B)(7) e424b7
 

Prospectus Supplement
(to Prospectus dated May 23, 2007)
  Filed Pursuant to Rule 424(b)(7)
Registration No. 333
-143197
$260,000,000
(AMERIGROUP LOGO)
2.00% Convertible Senior Notes due 2012
 
     This prospectus supplement supplements the prospectus dated May 23, 2007 (the “prospectus”), relating to the resale by certain selling securityholders of our 2.00% Convertible Senior Notes due 2012 (the “notes”) and the shares of our common stock issuable upon conversion of the notes.
     You should read this prospectus supplement in conjunction with the prospectus. This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus.
     Investing in the notes or our common stock issuable upon conversion of the notes involves risks that are described in the “Risk Factors” section of the prospectus and the risk factors incorporated therein by reference from our annual and quarterly reports filed with the Securities and Exchange Commission, or SEC.
     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
     
 
The date of this prospectus supplement is June 22, 2007.

 


 

SELLING SECURITYHOLDERS
     The information in the prospectus in the table under the caption “Selling Securityholders” is amended by:
    replacing the information included therein regarding the selling securityholders identified in the first column of the “Revised Information Regarding Selling Securityholders” table below with the information set forth in the “Revised Information Regarding Selling Securityholders” table below;
 
    adding the information in the below “Additional Selling Securityholders” table regarding certain selling securityholders; and
 
    deleting the total row of such table.
     The information set forth below is based on information previously provided by or on behalf of the selling securityholders. Information concerning the selling securityholders may change from time to time. The selling securityholders may from time to time offer and sell any or all of the securities under the prospectus (as amended and supplemented hereby). Because the selling securityholders are not obligated to sell the notes or any shares of common stock issuable upon conversion of the notes, we cannot estimate the amount of the notes or how many shares of common stock that the selling securityholders will hold upon consummation of any such sales. In addition, since the date on which a selling securityholder provided this information to us, such selling securityholder may have sold, transferred or otherwise disposed of all or a portion of its notes or common shares issuable upon conversion of its notes.
     Unless described in the prospectus under the caption “Selling Securityholder” (as amended and supplemented hereby), based upon information previously provided by the selling securityholders, the selling securityholders do not beneficially own in excess of 1% of our outstanding common stock.
     Except as noted in the prospectus under the caption “Selling Securityholder” (as amended and supplemented hereby), based upon the information previously provided by the selling securityholders, none of the selling securityholders nor any of their affiliates, officers, directors or principal equity holders has held any position or office or has had any material relationship with us within the past three years.
Revised Information Regarding
Selling Securityholders
                         
    Principal amount of   Number of Shares of Common Stock
    notes beneficially        
    owned   Beneficially Owned   Offered
Name (1)   and offered hereby   (2)   Hereby(2)
Citadel Equity Fund, Ltd. (3)
    27,500,000       646,564       646,564  
 
           
Additional Selling Securityholders
                         
    Principal amount of   Number of Shares of Common Stock
    notes beneficially        
    owned   Beneficially Owned   Offered
Name (1)   and offered hereby   (2)(4)   Hereby(2)
Arpeggio Fund (5)
    3,500,000       82,290       82,290  
Canyon Capital Arbitrage Master Fund, Ltd. (6)
    3,500,000       82,290       82,290  
Canyon Value Realization Fund, L.P. (6)
    1,450,000       34,092       34,092  
(The) Canyon Value Realization Fund (Cayman) Ltd. (6)
    3,800,000       89,343       89,343  
Canyon Value Realization MAC 18 Ltd. (6)
    250,000       5,878       5,878  
CSS, LLC (7)
    2,500,000       58,779       58,779  
CSV Fund (5)
    1,800,000       42,321       42,321  
Encore Fund (5)
    5,000,000       117,557       117,557  
Fortissimo Fund (5)
    3,000,000       70,534       70,534  
Goldman Sachs & Co. (8) (9)
    3,156,000       117,116       74,202  
IMF Converts (5)
    4,000,000       94,046       94,046  
JP Morgan Securities Inc.(8)
    4,310,000       101,334       101,334  
Lyxor / Canyon Capital Arbitrage Fund, Ltd. (6)
    1,000,000       23,511       23,511  
Morgan Stanley & Co. Incorporated (8)
    9,000,000       561,991       211,603  
PBGC Maintenance (10)
    57,000       1,340       1,340  

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    Principal amount of   Number of Shares of Common Stock
    notes beneficially        
    owned   Beneficially Owned   Offered
Name (1)   and offered hereby   (2)(4)   Hereby(2)
Rhapsody Fund (5)
    6,700,000       157,526       157,526  
Symphony Hedging Entity (5)
    2,000,000       47,023       47,023  
Thomas Weisel Partners, LLC (8)
    2,000,000       47,023       47,023  
 
(1)   Information concerning other selling securityholders will be set forth in supplements to this prospectus supplement from time to time, if required.
 
(2)   Includes common stock issuable upon conversion of the notes, assuming conversion of all the named selling securityholder’s notes at the initial conversion rate of 23.5114 shares of common stock per $1,000 principal amount at maturity of the notes, subject to adjustment, however, as described under “Description of the Notes-Conversion Rights-Conversion Rate Adjustments.” As a result, the number of shares of common stock issuable upon conversion of the notes beneficially owned and offered by the named selling securityholder may increase or decrease in the future.
 
(3)   The selling securityholder is an affiliate of a broker-dealer. Citadel Equity Fund, Ltd. has indicated that Citadel Limited Partnership (“CLP”) is the trading manager of Citadel Equity Fund Ltd. and consequently has investment discretion over securities held by Citadel Equity Fund Ltd. Citadel Investment Group, L.L.C. (“CIG”) controls CLP. Kenneth C. Griffin controls CIG and therefore has ultimate investment discretion over the notes and common stock issuable upon conversion of the notes held by Citadel Equity Fund Ltd. CLP, CIG and Mr. Griffin each disclaim beneficial of the notes and common stock issuable upon conversion of the notes.
 
(4)   In addition to shares of common stock issuable upon conversion of the notes as described in footnote (2), also includes shares of common stock identified to us by the selling securityholder as owned by it.
 
(5)   Eric White exercises sole voting and dispositive power with respect to the notes and the common stock issuable upon conversion of the notes.
 
(6)   The selling securityholder is an affiliate of a broker-dealer.
 
(7)   CSS, LLC has indicated that Nicholas D. Schoewe and Clayton A. Struve exercise shared voting and dispositive powers with respect to the notes and the common stock issuable upon conversion of the notes.
 
(8)   The selling securityholder is a broker-dealer.
 
(9)   Goldman Sachs & Co. was an initial purchaser of notes in the private placement offering.
 
(10)   Chris Dialynas exercises sole voting and dispositive power with respect to the notes and the common stock issuable upon conversion of the notes.

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