page 1 of 15 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
America Service Group, Inc.
________________________________________________________________
(Name of Issuer)
Common Stock, $0.01 par value per share
________________________________________________________________
(Title of Class of Securities)
02364L-10-90
_____________________________
(CUSIP Number)
R.C.O. Hellyer
J O Hambro & Company Ltd
30 Queen Anne's Gate
London SW1H 9AL England
011-44-71-222-2020
_______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 28, 1994
______________________________________________________
(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 ___.
Check the following box if a fee is being paid with the statement___. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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
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 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 02364L-10-90 Page 2 of 15 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J O Hambro & Partners Limited
No S.S. or IRS Identification Number
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) XX
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ______
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
______
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON*
IA
CUSIP NO. 02364L-10-90 page 3 of 15 pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Growth Financial Services Limited
No S.S. or Identification Number
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) XX
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2 (e) ______
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
CO
CUSIP NO. 02364L-10-90 page 4 of 15 pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
North Atlantic Smaller Companies Investment Trust PLC
No S.S. or IRS Identification Number
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) XXX
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
_______
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
IV
CUSIP NO. 02364L-10-90 page 5 of 15 pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Christopher Harwood Bernard Mills
No S.S. or IRS Identification Number
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) XXX
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
_______
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
IN
CUSIP NO. 02364L-10-90 page 6 of 15 pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J O Hambro & Company Limited
No S.S. or IRS Identification Number
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) XXX
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
_______
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
HC
CUSIP NO. 02364L-10-90 page 7 of 15 pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J O Hambro Asset Management Limited
No S.S. or IRS Identification Number
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) XXX
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
_______
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
HC
AMENDMENT NO. 4 TO
STATEMENT ON SCHEDULE 13-D
This amended statement relates to the Common Stock, $0.01 par value (the
"Common Stock"), of America Service Group, Inc. (the "Company"), a Delaware
corporation that has its principal executive offices at 101 Lukens Drive, Suite
A, P.O. Box 472, New Castle, Delaware 19720. Items 2 through 7 of the
statement on Schedule 13-D filed by J O Hambro & Partners Limited ("J O
Hambro & Partners"), J O Hambro & Company Limited ("J O Hambro & Company"), J O
Hambro Asset Management Limited (formerly, J O Hambro Financial Services
Limited) ("J O Hambro Asset Management"), Growth Financial Services Limited
(formerly, Growth Investment Management Limited) ("GFS"), North Atlantic
Smaller Companies Investment Trust (formerly, Consolidated Venture Trust plc)
("NASCIT"), and Christopher Harwood Bernard Mills (collectively referred to as
the "Filing Parties" and each a "Filing Party"), as direct and indirect
beneficial owners of shares of the Common Stock as previously reported on this
statement on Schedule 13-D, are hereby amended and restated as set forth below.
Item 2. Identity and Background.
2 (a-c, f).
I. Filing Parties:
This Statement is filed on behalf of the following six persons:
1. J O Hambro & Partners is a corporation organized under the laws of England
with its principal office and business at 30 Queen Anne's Gate, London
SW1H 9AL England. J O Hambro & Partners is principally engaged in the
business of investment management and advising and serves as co-
investment adviser to NASCIT.
2. GFS is a corporation organized under the laws of England with its
principal office at 77 Middle Street, Brockham, Surrey RH3 7HL, England
and with its principal business at 30 Queen Anne's Gate, London SW1H 9AL,
England. GFS has undertaken to provide the services of Christopher Mills
to NASCIT to serve as its chief executive.
3. NASCIT is a corporation organized under the laws of England with its
principal office and business at 30 Queen Anne's Gate, London SW1H 9AL
England. NASCIT is a publicly held investment trust company. Christopher
Mills, as chief executive of NASCIT, and J O Hambro & Partners serve as
co-investment advisers to NASCIT.
4. Christopher Harwood Bernard Mills is a British citizen whose business
address is 30 Queen Anne's Gate, London SW1H 9AL. His principal
employment is service as Chief Executive Officer of NASCIT and as a
page 8 of 15 pages
director of J O Hambro & Partners, and he serves as co-investment adviser
to NASCIT.
5. J O Hambro Asset Management has its principal office and business at 30
Queen Anne's Gate, London SW1H 9AL, England and is organized under the
laws of England. J O Hambro Asset Management functions as an intermediate
holding company for J O Hambro & Partners.
6. J O Hambro & Company is an investment holding company and ultimate holding
company for J O Hambro & Partners with its principal office and business
at 30 Queen Anne's Gate, London SW1H 9AL, England.
II. Control Relationships:
J O Hambro & Partners is a wholly owned subsidiary of J O Hambro Asset
Management, which is in turn a wholly owned subsidiary of J O Hambro & Company.
Christopher Mills owns 99% of the equity of GFS and serves as a director
of J O Hambro & Partners.
III. Executive Officers and Directors
In accordance with the provisions of General Instruction C to Schedule 13-
D, information concerning the executive officers and directors of the Filing
Parties was included in Schedule A to the Schedule 13-D of the Filing Parties
dated January 7, 1993 and amended by Amendment Nos. 1, 2 and 3 thereto.
2(d). Criminal Proceedings
During the last five years, neither the Filing Parties nor any executive
officer or director of any of the Filing Parties has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
2(c). Civil Securities Law Proceedings
During the last five years, neither the Filing Parties nor any executive
officer or director of any of the Filing Parties has 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.
Item 3. Source and Amount of Funds or Other Consideration
NASCIT acquired beneficial ownership of 220,000 shares of Common Stock of
the Company as reported in a Schedule 13-G with respect to the Company filed
with the Securities and Exchange Commission on February 12, 1992. J O Hambro &
page 9 of 15 pages
Partners acquired its shared beneficial ownership of said 220,000 shares when
it entered into an investment adviser contract with NASCIT on January 7, 1993.
Christopher Mills and GFS acquired their shared beneficial ownership of said
220,000 shares when they entered into a secondment services agreement with
NASCIT on January 7, 1993.
Item 4. Purpose of the Transaction.
On January 7, 1993, NASCIT entered into a secondment services agreement
with GFS and Christopher Mills pursuant to which GFS furnishes the services of
Mills to NASCIT for the purposes of providing investment advice to NASCIT and
deciding on behalf of NASCIT upon purchases and sales in respect of
investments.
On January 7, 1993, NASCIT entered into an investment advisory agreement
with J O Hambro & Partners. Said investment advisory agreement provides that J
O Hambro & Partners shall have, together with Christopher Mills, discretionary
voting and disposition power over the holdings of NASCIT.
The shares of Common Stock in the Company held directly or indirectly by
the Filing Parties were acquired for the purpose of investment. Depending upon
the Company's business and prospects, and upon future developments (including,
but not limited to, performance of the Common Stock in the market, availability
of funds, alternative uses of funds, money and stock market conditions, and
general economic conditions), the Filing Parties or any one of them (or other
persons who may be deemed to be affiliated with one or more of the Filing
Parties) may from time to time purchase Common Stock, dispose of all or a
portion of the Common Stock each holds, or cease buying or selling Common
Stock. Any additional purchases of the Common Stock may be in the open market
or privately-negotiated transactions, or otherwise.
Except as described in this Item 4, none of the Filing Parties has
formulated any plans or proposals that relate to or would result in: (a) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as merger, reorganization or liquidation; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries, if any; (d) any change in the present board of directors or
management of the Company; (e) any material change in the present
capitalization or dividend policy of the Company; (f) any other material change
in the Company's business or corporate structure; (g) changes in the Company's
charter or bylaws or other actions that may impede the acquisition of control
of the Company by any person; (h) causing a class of securities of the Company
to be delisted from a national securities exchange or to cease to be authorized
to be quoted in an interdealer quotation system of a registered national
securities association; (i) causing a class of equity securities of the Company
to become eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or (j) any action similar to those
enumerated above.
page 10 of 15 pages
Item 5. Interest in Securities of the Issuer.
(a) - (b) The aggregate number and percentage of the outstanding Common
Stock of the Company beneficially owned by each of the Filing Parties are as
follows:
<TABLE>
<CAPTION>
Number of
Number of Number of Shares
Shares Shares Directly and
Filing Directly Indirectly Indirectly Approximate
Party Held Held Held Percentage
<S> <C> <C> <C> <C>
J O Hambro 0 0 0 0%
& Partners
J O Hambro 0 0 0 0%
& Company
J O Hambro 0 0 0 0%
Asset
Management
NASCIT 0 0 0 0%
GFS 0 0 0 0%
Christopher 0 0 0 0%
Mills
</TABLE>
(c)(1) NASCIT has sold the following shares through market transactions
effected by South Coast Capital of New Orleans, LA:
<TABLE>
<CAPTION>
Price Per
Number Share at
Date of Shares which Sold
<S> <C> <C>
March 25, 1993 10,000 $6.875
March 26, 1993 10,000 6.75
March 30, 1993 20,000 7.00
May 26, 1983 20,000 6.50
May 28, 1993 10,000 6.50
February 7, 1994 23,000 3.70
February 28, 1994 29,300 3.70
March 8, 1994 20,000 3.75
April 14, 1994 25,000 3.50
April 15, 1994 52,700 3.50
220,000
</TABLE>
page 11 of 15 pages
J O Hambro Investment sold the following shares through market
transactions effected by South Coast Capital of New Orleans, LA:
May 28, 1993 9,175 shares @ $6.50 per share
As a result of the above transactions, the Filing Parties own no shares of
the Company and their obligation to file any further amendments to this
Schedule 13D has terminated.
The information relating to transactions occurring before February 7, 1994
was previously reported in the original Schedule 13-D of the Filing Parties and
in amendments subsequent thereto and is restated here pursuant to Item
102(a)(2)(ii) of Regulation S-T.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
As co-investment advisers to NASCIT, Christopher Mills and J O Hambro &
Partners share the right to transfer and vote the shares of Common Stock of the
Company pursuant to an agreement entered into between NASCIT, GFS and
Christopher Mills and an agreement entered into between NASCIT and J O Hambro &
Partners, each dated January 7, 1993.
Item 7. Material to be Filed as Exhibits
The following documents have previously been filed as exhibits to this
Schedule 13-D and, pursuant to Item 101(a)(2)(ii) of Regulation S-T, are not
filed herewith.
(a) Secondment Services Agreement between NASCIT, GFS and Christopher
Mills dated January 7, 1993;
(b) Administration, Management and Custody Agreement between NASCIT and
J O Hambro & Partners dated January 7, 1993;
(c) Joint Filing Agreement between and among NASCIT, GFS, J O Hambro &
Partners, J O Hambro Asset Management and J O Hambro & Company dated
January 15, 1993;
(d) Joint Filing Agreement between and among NASCIT, GFS, J O Hambro &
Partners, J O Hambro Asset Management, J O Hambro Investment and J O
Hambro & Company dated January 27, 1993; and
(e) Investment Management Agreement between J O Hambro & Partners and a
private client dated January 26, 1993.
page 12 of 15 pages
SIGNATURE
After reasonable enquiry 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: August 22, 1994 J O HAMBRO & CO. LIMITED
By: /s/ L.A. Welford
Name: L.A. Welford
Title: Company Secretary
Executed on behalf of the parties hereto pursuant to the Joint Filing
Agreement filed on a Schedule 13-D dated January 7, 1993
page 13 of 15 pages
Schedule A
No changes.
page 14 of 15 pages
Exhibit Index
No changes.
page 15 of 15 pages
