-----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, FcmBPFDRy5ChlN8fyUS6kstKgfKmjGmZsNcopKSn8LZ0/ckJFkA+FAhpPumKlcEw vda9qjzMVSeuwFhQjppCEQ== 0000909143-99-000037.txt : 19990217 0000909143-99-000037.hdr.sgml : 19990217 ACCESSION NUMBER: 0000909143-99-000037 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 GROUP MEMBERS: MARK SCHWARZ GROUP MEMBERS: NEWCASTLE PARTNERS, L.P. GROUP MEMBERS: SANDERA PARTNERS L P GROUP MEMBERS: SANDERA PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICA SERVICE GROUP INC /DE CENTRAL INDEX KEY: 0000877476 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 510332317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-42037 FILM NUMBER: 99541647 BUSINESS ADDRESS: STREET 1: 105 WESTPARK DR STREET 2: STE 300 CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6153733100 MAIL ADDRESS: STREET 1: 105 WESTPARK DR STREET 2: STE 300 CITY: BRENTWOOD STATE: TN ZIP: 37027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDERA PARTNERS L P CENTRAL INDEX KEY: 0001057508 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1601 ELM STREET 4000 THANKSGIVING TOWER CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147201608 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* AMERICA SERVICE GROUP INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 02364 L 109 (CUSIP Number) December 31, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). CUSIP NO.02364 L 109 Amendment No. 1 to 13G (1) Name of Reporting Person Sandera Partners, L.P. I.R.S. Identification No. of Above Person (entities only) N/A - ----------------------------------------------------------------- (2) Check the Appropriate Box if a (a) [ ] Member of a Group* (b) [ X ] - ----------------------------------------------------------------- (3) SEC Use Only - ----------------------------------------------------------------- (4) Citizenship or Place of Organization Texas - ----------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With: (5) Sole Voting Power 151,500 - ----------------------------------------------------------------- (6) Shared Voting Power 0 - ----------------------------------------------------------------- (7) Sole Dispositive Power 151,500 - ----------------------------------------------------------------- (8) Shared Dispositive Power 0 - ----------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned 151,500 by Each Reporting Person - ----------------------------------------------------------------- (10) Check Box if the Aggregate Amount in [ X ] Row (9) Excludes Certain Shares* - ----------------------------------------------------------------- (11) Percent of Class Represented by 4.3% Amount in Row (9) - ----------------------------------------------------------------- (12) Type of Reporting Person* PN - ----------------------------------------------------------------- * SEE INSTRUCTIONS CUSIP NO.02364 L 109 Amendment No. 1 to 13G (1) Name of Reporting Person Newcastle Partners, L.P. I.R.S. Identification No. of Above Person (entities only) N/A - ----------------------------------------------------------------- (2) Check the Appropriate Box if a (a) [ ] Member of a Group* (b) [ X ] - ----------------------------------------------------------------- (3) SEC Use Only - ----------------------------------------------------------------- (4) Citizenship or Place of Organization Texas - ----------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With: (5) Sole Voting Power 4,000 - ----------------------------------------------------------------- (6) Shared Voting Power 0 - ----------------------------------------------------------------- (7) Sole Dispositive Power 4,000 - ----------------------------------------------------------------- (8) Shared Dispositive Power 0 - ----------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned 4,000 by Each Reporting Person - ----------------------------------------------------------------- (10) Check Box if the Aggregate Amount in [ X ] Row (9) Excludes Certain Shares* - ----------------------------------------------------------------- (11) Percent of Class Represented by .1% Amount in Row (9) - ----------------------------------------------------------------- (12) Type of Reporting Person* PN - ----------------------------------------------------------------- * SEE INSTRUCTIONS CUSIP NO.02364 L 109 Amendment No. 1 to 13G (1) Name of Reporting Person Mark Schwarz I.R.S. Identification No. of Above Person (entities only) N/A - ----------------------------------------------------------------- (2) Check the Appropriate Box if a (a) [ ] Member of a Group* (b) [ X ] - ----------------------------------------------------------------- (3) SEC Use Only - ----------------------------------------------------------------- (4) Citizenship or Place of Organization U.S. Citizenship - ----------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With: (5) Sole Voting Power 0 - ----------------------------------------------------------------- (6) Shared Voting Power 155,000 - ----------------------------------------------------------------- (7) Sole Dispositive Power 0 - ----------------------------------------------------------------- (8) Shared Dispositive Power 155,000 - ----------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned 155,500 by Each Reporting Person - ----------------------------------------------------------------- (10) Check Box if the Aggregate Amount in [ ] Row (9) Excludes Certain Shares* - ----------------------------------------------------------------- (11) Percent of Class Represented by 4.4% Amount in Row (9) - ----------------------------------------------------------------- (12) Type of Reporting Person* IN - ----------------------------------------------------------------- * SEE INSTRUCTIONS CUSIP NO.02364 L 109 Amendment No. 1 to 13G Item 2(a) Name of Person Filing: Pursuant to Rule 13d-1(a) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Statement on Schedule 13G is filed by Sandera Partners, L.P. ("Sandera"). In addition, although it specifically disclaims the beneficial ownership of the shares held thereby, Sandera has permitted Newcastle Partners, L.P. ("Newcastle") and Mark Schwarz ("Schwarz") (Newcastle and Schwarz collectively, the "Newcastle Group") to join in this Statement on Amendment No. 1 to Schedule 13G due to the fact that Schwarz may be deemed to beneficially own certain of the shares of Common Stock held by Sandera. Sandera and the Newcastle Group are collectively referred to herein as the Reporting Persons. The Reporting Persons included as Appendix A to their original Statement on Schedule 13G an agreement in writing that this Statement is filed on behalf of each of them. Additionally, information is included herein with respect to the following persons (collectively, the "Controlling Persons"): Sandera Capital Management, L.P. ("S.C.M."), Sandera Capital, L.L.C. ("Capital"), H.W. Partners, L.P. ("HW Partners"), H.W. Finance, L.L.C. ("HW Finance"), Hunt Financial Partners, L.P. ("Hunt Financial"), Hunt Financial Group, L.L.C. ("Hunt Group"), John A. (Pete) Bricker, Jr. ("Bricker"), Randall Fojtasek ("Fojtasek"), J. R. Holland, Jr. ("Holland"), Clark K. Hunt ("C. Hunt"), Lamar Hunt ("L. Hunt"), Mark E. Schwarz ("Schwarz") and Barrett Wissman ("Wissman"). Bricker, Fojtasek, Holland, C. Hunt, L. Hunt, Schwarz and Wissman are U.S. citizens and residents of the State of Texas. Item 2(b) Address of Principal Business Office or, if none, Residence: The address of the principal business office of each of the members of the Newcastle Group is 4650 Cole Avenue, Suite 331, Dallas, Texas 75205. The address of the principal business office of Sandera and each of the other entities set forth herein is 1601 Elm Street, Suite 4000, Dallas, Texas 75201. CUSIP NO.02364 L 109 Amendment No. 1 to 13G Item 4. Ownership: Sandera (a) Amount Beneficially Owned: 151,500. (b) Percent of Class: 4.2% (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote: 151,500 (ii) shared power to vote or to direct the vote: 4,000 (iii) sole power to dispose or to direct the disposition of: 151,500 (iv) shared power to dispose or to direct the disposition of: 4,000 Sandera is a Texas limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. SCM is a Texas limited partnership, the principal business of which is serving as the general partner of Sandera and activities related thereto. Capital is a Texas limited liability company, the principal business of which is serving as the general partner of SCM and activities related thereto. Bricker, C. Hunt and Schwarz are the Managers of Capital; and Bricker (President) and C. Hunt (Vice President and Secretary) are its principal officers. Hunt Financial is a Texas limited partnership and holder of 75% of the equity interests in Capital. The principal business of Hunt Financial is financial management. Hunt Group is a Delaware limited liability company, the principal business of which is serving as the general partner of Hunt Financial and activities related thereto. Holland, C. Hunt and L. Hunt are the Managers of the Hunt Group; and Holland (President) and C. Hunt (Vice- President) are its principal officers. CUSIP NO.02364 L 109 Amendment No. 1 to 13G Investment Advisors: - ------------------- HW Partners is a Texas limited partnership, the principal business of which is serving as an investment advisor to Sandera, and other entities and activities related thereto. HW Finance is a Texas limited liability company, the principal business of which is serving as the general partner of HW Partners and activities related thereto. C. Hunt and Wissman are the Managers of HW Finance. Newcastle --------- (a) Amount Beneficially Owned: 4,000 (b) Percent of Class: .1% (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote: 4,000 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 4,000 (iv) shared power to dispose or to direct the disposition of: 0 Schwarz ------- (a) Amount Beneficially Owned: 155,500 (b) Percent of Class: 4.3% (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 155,000 (iii) sole power to dispose or to direct the disposition of: 0 CUSIP NO.02364 L 109 Amendment No. 1 to 13G (iv) shared power to dispose or to direct the disposition of: 155,000 Sandera has been advised by Schwarz, an officer and investment manager of Sandera's assets, that Newcastle, an entity in which Mr. Schwarz is the sole general partner, owns 4,000 shares of Common Stock of the Issuer. As a result, Schwarz may be deemed to indirectly beneficially own such 4,000 shares and the Sandera Securities. Sandera hereby expressly disclaims beneficial ownership of the shares of Common Stock held by the Newcastle Group pursuant to Rule 13d-4 of the Exchange Act. The Newcastle Group hereby expressly disclaims beneficial ownership of the securities held by Sandera pursuant to Rule 13d-4 of the Exchange Act. Item 5. Ownership of 5% or less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. [ X ] CUSIP NO.02364 L 109 Amendment No. 1 to 13G Item 10. Certifications: By signing below, each of the Reporting Persons certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the Issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Date: February 12, 1999 Sandera Partners, L.P. By: Sandera Capital Management, L.P., its general partner By: Sandera Capital, L.L.C., its general partner By: /s/ JOHN A. BRICKER, JR. ---------------------------- Name: John A.(Pete) Bricker, Jr. Title: President Newcastle Partners, L.P. By: /s/ MARK SCHWARTZ --------------------------- Mark Schwarz, its general partner /s/ MARK SCHWARZ ------------------------- Mark Schwarz Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----