SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 4, 1996
AMERICA SERVICE GROUP INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-19673 51-0332317
(Commission File No.) (I.R.S. Employer
Identification No.)
Two Penns Way, New Castle, Delaware 19720
(Address of Principal Executive Offices)
(302) 322-8200
(Registrant's Telephone Number, Including Area Code)
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Item 4. Changes in Registrant's Certifying Accountants
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(a) Previous independent accountants
(i) On October 4, 1996, America Service Group Inc. dismissed Price
Waterhouse LLP as its independent accountants.
(ii) The reports of Price Waterhouse LLP on the financial statements for the
past two fiscal years contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit
scope, or accounting principles.
(iii) The Registrant's Audit Committee participated in and approved the
decision to change independent accountants.
(iv) In connection with audits for the two most recent fiscal years and
through October 4, 1996, there have been no disagreements with Price
Waterhouse LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Price Waterhouse
LLP would have caused them to make reference thereto in their report on
the financial statements for such years.
(v) During the two most recent fiscal years and through October 4, 1996,
there have been no reportable events (as defined in Regulation S-K Item
304(a)(l)(v)).
(vi) The Registrant has requested Price Waterhouse LLP to furnish it with a
letter addressed to the SEC stating whether or not it agrees with the
above statements. A copy of such letter, dated October 7, 1996 is
filed as Exhibit 16 to this Form 8-K.
(b) New independent accountants
(i) The Registrant engaged Ernst & Young LLP as its new independent
accountants as of October 4, 1996. During the two most recent
fiscal years and through October 4, 1996, the Registrant has not
consulted with Ernst & Young LLP on items which (1) were or should have
been subject to SAS 50 or (2) concerned the subject matter of a
disagreement or reportable event with the former auditor, (as described
in Regulation S-K Item 304(a)(2)).
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Business Acquired.
None
(b) Pro Forma Financial Information.
None
(c) Exhibits
16. Letter re change in Certifying Accountants.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICA SERVICE GROUP INC.
/s/ SCOTT L. MERCY
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By: Scott L. Mercy
President and Chief Executive
Officer
Dated: October 8, 1996
/s/MARGARET O. HARRISON
- -------------------------------------
By: Margaret O. Harrison
Senior Vice President and
Chief Financial Officer
Dated: October 8, 1996
