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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
America Service Group Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
02364L109
(CUSIP Number)
Charles A. Nalbone, Bear, Stearns & Co. Inc.
115 South Jefferson Road, Whippany, NJ 07981
(201) 739-2202
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 9, 1997
(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 this 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: When filing this statement, in paper format, six copies of
this statement, including exhibits, should be filed with the Commission.
See Rule 13d-1(a) for other parties to whom copies are to be sent.
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CUSIP NO. 02364L109
13D
NAME OF REPORTING PERSON
S.S. OR I.R.S. NOTIFICATION NO. OF ABOVE PERSON:
1 BEAR, STEARNS & CO. INC.
IRS #13-3299429
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*:
WC, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)(e):
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
7 SOLE VOTING POWER:
244,928
8 SHARED VOTING POWER:
54,534
9 SOLE DISPOSITIVE POWER:
244,928
10 SHARED DISPOSITIVE POWER:
54,534
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
299,462
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*:
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.5
14 TYPE OF REPORTING PERSON*:
BD
See Instructions Before Filling Out!
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Schedule 13D Amendment No. 1
This statement constitutes Amendment No. 2 to the statement on Schedule 13D
(the "Schedule 13D") filed with the Securities and Exchange Commission by Bear,
Stearns & Co. Inc. ("Bear Stearns") with respect to its ownership of the Common
Stock of America Service Group Inc. (the "Issuer").
Item 3: Source and Amount of Funds or Other Consideration
Working capital of Bear Stearns and personal funds of discretionary
accounts. The aggregate purchase price of the 754,112 Common Shares of the
Issuer referred to in Item 5(c) hereof was approximately $13,008,432.00.
Item 5: Interest in Securities of the Issuer (as of 12/9/97)
(a) The responses of Bear Stearns to Rows (11) through (13) of the
cover page of this Amendment No. 2 to Schedule 13D are
incorporated herein by reference. To the best of Bear Stearns'
knowledge, none of its executive officers or directors
beneficially own any Common Stock of the Issuer.
(b) The responses of Bear Stearns to Rows (7) through (10) of the
cover page of this Amendment No. 2 to Schedule 13D are
incorporated herein by reference.
(c) Since the date of its initial filing on Schedule 13D, Bear
Stearns has effected transactions in the Common Stock of the
Issuer. Information concerning transactions in the Common Stock
effected by Bear Stearns is set forth on Appendix I.
(d) Not Applicable.
(e) Through December 9, 1997, Bear Stearns purchased an additional 49,218
shares of America Service Group Inc. Accordingly, Bear Stearns increased
its beneficial ownership by more than one full percentage point of the
Common Stock of the Issuer since the date of its initial filing.
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Signature:
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: December 16, 1997 BEAR, STEARNS & CO. INC.
By: /s/
Barry Cohen
Senior Managing Director
APPENDIX I
BEAR, STEARNS & CO. INC.
America Service Group Inc.
Trades from 11/27/97 through 12/09/97
(Various Firm Accounts)
***** 12/09 *****
1,080 AMERICA SERVICE GROUP INC 16 5/8 17,955.00
32,400 AMERICA SERVICE GROUP INC 16.3981 531,298.43
1,000 AMERICA SERVICE GROUP INC 16.2300 16,230.00
800- AMERICA SERVICE GROUP INC 16 3/8 13,099.56-
800- AMERICA SERVICE GROUP INC 16 5/8 13,299.55-
17,000- AMERICA SERVICE GROUP INC 16.6069 282,307.88-
500- AMERICA SERVICE GROUP INC 16 7/8 8,437.22-
***** 12/08 *****
500 AMERICA SERVICE GROUP INC 17 1/8 8,562.50
1,000 AMERICA SERVICE GROUP INC 16.8000 16,800.00
1,000- AMERICA SERVICE GROUP INC 17 16,999.43-
1,000- AMERICA SERVICE GROUP INC 17 16,999.43-
2,000- AMERICA SERVICE GROUP INC 17 1/4 34,498.86-
***** 12/05 *****
1,100 AMERICA SERVICE GROUP INC 17 1/4 18,975.00
***** 12/04 *****
14,530 AMERICA SERVICE GROUP INC 17.3570 252,197.21
1,000- AMERICA SERVICE GROUP INC 17 5/8 17,624.41-
4,000- AMERICA SERVICE GROUP INC 17.6831 70,730.04-
***** 12/03 *****
14,000 AMERICA SERVICE GROUP INC 17 1/8 239,750.00
1,000- AMERICA SERVICE GROUP INC 17 1/4 17,249.42-
3,000- AMERICA SERVICE GROUP INC 17 1/4 51,748.27-
4,000- AMERICA SERVICE GROUP INC 17 1/4 68,997.70-
2,000- AMERICA SERVICE GROUP INC 17.4560 34,910.83-
***** 12/02 *****
1,000 AMERICA SERVICE GROUP INC 17 7/8 17,875.00
4,000 AMERICA SERVICE GROUP INC 17.8730 71,492.00
108 AMERICA SERVICE GROUP INC 17 1/8 1,849.50
1,700 AMERICA SERVICE GROUP INC 17 28,900.00
5,000- AMERICA SERVICE GROUP INC 17.1006 85,500.14-
100- AMERICA SERVICE GROUP INC 17 1/8 1,712.44-
***** 12/01 *****
20,000 AMERICA SERVICE GROUP INC 17.1250 342,500.00
