-----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, KAw+9a8DVQt6zMSaP/C5Ptj8amajEukxg8sNBWsPFUOKMdlGUU+v4uDe717zatqx tJK9rvmq2dNZH1ZNJnRK3w== 0000941302-98-000004.txt : 19980121 0000941302-98-000004.hdr.sgml : 19980121 ACCESSION NUMBER: 0000941302-98-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980120 SROS: NONE 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 13D/A SEC ACT: SEC FILE NUMBER: 005-42037 FILM NUMBER: 98509551 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: VALUE PARTNERS LTD /TX/ CENTRAL INDEX KEY: 0000926614 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752291866 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O FISHER EWING PARTNERS STREET 2: 2200 ROSE AVE SUITE 4660 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149991900 MAIL ADDRESS: STREET 1: C/O FISHER EWING PARTNERS STREET 2: 2200 ROSS AVE #4660 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to SCHEDULE 13D Under the Securities Exchange Act of 1934 America Service Group, Inc. - --------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - --------------------------------------------------------------------------- (Title of Class of Securities) 02364L109 - --------------------------------------------------------------------------- (CUSIP Number) Timothy G. Ewing Value Partners, Ltd. c/o Ewing & Partners Suite 4660 West 2200 Ross Avenue Dallas, Texas 75201 (214) 999-1900 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 8, 1998 - --------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. CUSIP NO. 02364L109 Amendment No. 2 (1) Name of Reporting Person Value Partners, Ltd. S.S. or I.R.S. Identification 75-2291866 No. of Above Person (Not Required To Be Reported) (2) Check the Appropriate Box if a (a) Member of a Group (See instructions) (b) X (3) SEC Use Only (4) Source of Funds (See instructions) WC (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Texas Number of Shares (7) Sole Voting Power 332,175* Beneficially Owned by Each Reporting (8) Shared Voting -0- Person with: Power (9) Sole Dispositive 332,175* Power (10) Shared Dispositive -0- Power (11) Aggregate Amount Beneficially Owned by Each Reporting Person 332,175* (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) (13) Percent of Class Represented by 9.4% Amount in Row (11) (14) Type of Reporting Person (See PN Instructions) - --------------- * But see Item 5 ITEM 1. SECURITY AND ISSUER This schedule 13D relates to the Common Stock, par value $.01 per share, of America Service Group, Inc. (the "Issuer"), whose principal executive offices are located at 105 Westpark Drive, Suite 300, Brentwood, Tennessee 37027, filed with the Securities and Exchange Commission on November 24, 1993 by Value Partners, Ltd. ("Value Partners"). ITEM 2. IDENTITY AND BACKGROUND (a)-(c) This Statement is filed by Value Partners, a Texas limited partnership. Ewing & Partners, a Texas general partnership (formerly known as Fisher Ewing Partners), is the general partner of Value Partners. Timothy G. Ewing and Ewing Asset Management, Inc., a Texas limited liability company ("EAM") are the general partners of Ewing & Partners. EAM is controlled by Mr. Ewing. The principal place of business for Mr. Ewing, EAM and Value Partners is Suite 4660 West, 2200 Ross Avenue, Dallas, Texas 75201. The present principal occupation or employment of Mr. Ewing is managing general partner of Ewing & Partners. The principal business of EAM is acting as a general partner of Ewing & Partners. The principal business of Ewing & Partners is the management of Value Partners. The principal business of Value Partners is investment in and trading of capital stocks, warrants, bonds, notes, debentures and other securities. (d) None of Value Partners, Ewing & Partners, EAM or Mr. Ewing, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of Value Partners, Ewing & Partners, EAM or Mr. Ewing has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Ewing is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The 332,175 shares of Common Stock beneficially owned by Value Partners were purchased in transactions effected in the over-the-counter market for an aggregate purchase price of $2,046,144.50 (including brokerage commissions), all of which was derived from the working capital of Value Partners. ITEM 4. PURPOSE OF TRANSACTION Value Partners has acquired all 332,175 shares of Common Stock beneficially owned by it solely for investment purposes. Depending on its evaluation of the Issuer, other investment opportunities, market conditions, and such other factors as it may deem material, Value Partners may seek to acquire additional shares of Common Stock in the open market, in private transactions, or otherwise, or may dispose of all or a portion of the shares of Common Stock owned by it. Except as set forth above, none of Value Partners, Ewing & Partners, EAM or Mr. Ewing has any plans or proposals of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of January 8, 1998, Value Partners beneficially owned 332,175 shares of Common Stock, representing approximately 9.4% of the Common Stock outstanding. According to the Issuer's Form 10-Q for the quarter ended September 30, 1997, a total of 3,524,311 shares of Common Stock were issued and outstanding as of November 6, 1997. (b) Value Partners has the sole power to vote and dispose of the 332,175 shares of Common Stock beneficially owned by it. Value Partners does not share the power to vote or to direct the vote of, or the power to dispose or to direct the disposition of, the Common Stock owned by it. However, Ewing & Partners, as general partner of Value Partners, may be deemed, for purposes of determining beneficial ownership pursuant to Rule 13d-3, to have the shared power with Value Partners to vote or direct the vote of, and the shared power with Value Partners to dispose of or direct the disposition of, the 332,175 shares of Common Stock owned by Value Partners. Mr. Ewing and EAM, as general partners of Ewing & Partners, may be deemed, for purposes of determining beneficial ownership pursuant to Rule 13d-3, to have the shared power with Value Partners to vote or to direct the vote of, and the shared power to dispose or to direct the disposition of, the 332,175 shares of Common Stock owned by Value Partners. The filing of this statement on Schedule 13D shall not be construed as an admission that Mr. Ewing, EAM or Ewing & Partners is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act the beneficial owner of any of the 332,175 shares of Common Stock beneficially owned by Value Partners. (c) During the past 60 days Value Partners effected the following transaction in the Common Stock in the over-the-counter market: NUMBER OF SHARES OF DATE COMMON STOCK PURCHASED PRICE PER SHARE* ------ ---------------------- ---------------- 1-8-98 45,000 $8.4767 * Price per share includes brokerage commissions. (d) Mr. Ewing and EAM may be deemed to have the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by Value Partners. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Value Partners, Ewing & Partners and Mr. Ewing have no contracts, arrangements, understandings or relationships (legal or otherwise) between themselves and any person with respect to any securities of the Issuer other than those described below: (a) The Amended and Restated Management Agreement between Ewing & Partners and Value Partners, Ltd. dated effective as of January 1, 1998, pursuant to the terms of which Ewing & Partners, as General Partner, has the sole power to manage the affairs of Value Partners, including the right to vote the shares of the Issuer and to dispose of such shares. (b) Form of Amended and Restated Agreement of Limited Partnership of Value Partners dated as of October 1, 1993. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following are filed as exhibits to this Statement on Schedule 13D: Exhibit 1 Form of Amended and Restated Agreement of Limited Partnership of Value Partners dated as of October 1, 1993. Exhibit 2 Amended and Restated Management Agreement between Ewing & Partners and Value Partners, Ltd. dated effective as of January 1, 1998 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: January 20, 1998 VALUE PARTNERS, LTD. By: EWING & PARTNERS as General Partner By: /S/TIMOTHY G. EWING --------------------------- Timothy G. Ewing as Managing Partner EXHIBIT INDEX PAGE NO. -------- Exhibit 1* Form of Amended and Restated Agreement of Limited Partnership of Value Partners dated as of October 1, 1993 Exhibit 2** Amended and Restated Management Agreement between Ewing & Partners and Value Partners, Ltd. dated effective as of January 1, 1998 8 * Previously filed. ** Filed herewith. EX-99 2 EXHIBIT 3 EXHIBIT 3 --------- AMENDED AND RESTATED MANAGEMENT AGREEMENT BETWEEN EWING & PARTNERS AND VALUE PARTNERS, LTD. AGREEMENT dated effective as of January 1, 1998, by and between Ewing & Partners, a Texas general partnership (the "Management Company"), and Value Partners, Ltd., a Texas limited partnership (the "Partnership"). 1. The capitalized terms used without definition in this Agreement have the respective meanings specified in the Limited Partnership agreement governing the Partnership (the "Partnership Agreement") as in effect on the date hereof. 2. The Partnership agrees to bear all Operating Expenses (as hereinafter defined) of the Management Company which are attributable to the Partnership on the terms and conditions herein set forth. To the extent that the Management Company pays or has paid such Operating Expenses attributable to the Partnership, the Partnership will reimburse the Management Company. Operating Expenses include all expenses incident to operating the business of the Partnership including, but not limited to, expenses incurred in investigating and monitoring investments for the Partnership; any taxes which may be assessed against the Partnership; outside accountants and auditing expenses; custodian's fees; commissions or brokerage fees or similar charges incurred in connection with the purchase and sale of securities (including any merger fees payable to third parties); interest expense for borrowed money; all expenses attributable to the Partnership relating to litigation and threatened litigation involving the Partnership; normal and extraordinary investment banking, legal and accounting services provided to the Partnership, unless such services are provided by employees of the Management Company; all expenses incurred in connection with the organization of the Partnership; and all other nonrecurring or extraordinary expenses attributable to the business of the Partnership. In addition, if the Management Company's duties under this Agreement necessitate the renting of office space in addition to the premises already occupied by the Management Company, or the purchase of additional equipment, such expenses shall be considered operating expenses of the Partnership. Expenses payable by the Management Company for which it will not be reimbursed by the Partnership include compensation of employees of the Management Company (including salaries of the general partners of the Management Company in their capacity as employees of the Management Company) and expenses associated with the Management Company's office space, equipment and facilities (including its telephone system). 3. The Management Company agrees to maintain a staff trained and experienced in the business of providing financial support and business counsel. Such staff shall be adequate for the performance of the Management Company's duties under this Agreement. Services to be rendered by the Management Company shall include identification of potential investments to be made by the Partnership, the provision of administrative, accounting and clerical services to the Partnership, the coordination of consultants in connection with the acquisition of investment opportunities, and the provision of advisers and consultants for the management of investment opportunities acquired by the Partnership. The Management Company shall also render assistance within the areas of expertise of its staff. In addition to the services of its own staff, the Management Company will arrange for and coordinate the services of other professionals and consultants as the General Partner of the Partnership may deem appropriate. The management, policies and operations of the Partnership shall be the responsibility of the General Partner acting pursuant to and in accordance with the Partnership Agreement and all decisions relating to Partnership matters, including the selection and management of the Partnership's investments, shall be made by the General Partner acting pursuant to and in accordance with the Partnership Agreement. 4. Subject to the limitations set forth below, the Partnership shall pay the Management Company a quarterly management fee (the "Management Fee") which shall be, for each fiscal quarter, an amount equal to 0.25% of the Net Asset Value of the Partnership as of the last day of the fiscal quarter. The Management Fee is payable as of the close of the last day of the fiscal quarter and is subject to year-end adjustment in connection with the Partnership's audit. 5. Commencing on the date hereof, services shall be performed hereunder for the term of the Partnership as set forth in the Partnership Agreement (including any extensions thereof) plus one year from the end of said term or until such time as liquidation of the Partnership is completed, whichever is sooner. However, if the Partnership is dissolved prior to expiration of its specified term, this Agreement shall terminate one year from the date of such dissolution or upon completion of the liquidation of the Partnership, whichever is sooner. 6. This Agreement may also be terminated without cause and without penalty at any time on 180 day's prior written notice to the Partnership. 7. To the extent permitted by state or federal law, the Management Company shall have no liability to the Partnership or to any Partner for any loss suffered by the Partnership which arises out of any action or inaction by the Management Company if the Management Company, in good faith, determined that such course of conduct was in the best interests of the Partnership and such course of conduct did not constitute gross negligence or misconduct of the Management Company. To the extent permitted by state or federal law, the Management Company shall be indemnified by the Partnership against any losses, judgments, liabilities, expenses, and amounts paid in settlement of any claims sustained by it in connection with the Partnership, including but not limited to any judgment, award, settlement, reasonable attorneys' fees, and other costs or expenses incurred in connection with the defense or settlement of any actual or threatened action, proceeding or claim, provided that the same was not the result of gross negligence or misconduct on the part of the Management Company. 8. This Agreement can be modified or amended only by a writing signed by the parties hereto and only with the written consent of a Majority in Interest of the Limited Partners of the Partnership, determined as provided in the Partnership Agreement. EWING & PARTNERS By: /S/TIMOTHY G. EWING ----------------------- Timothy G. Ewing Managing Partner VALUE PARTNERS, LTD. By: Ewing & Partners, General Partner By: /S/TIMOTHY G. EWING ---------------------------------- Timothy G. Ewing, Managing Partner -----END PRIVACY-ENHANCED MESSAGE-----