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.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
02364L109
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(CUSIP Number)
Timothy G. Ewing
Value Partners, Ltd.
c/o Ewing & Partners
Suite 4660 West
2200 Ross Avenue
Dallas, Texas 75201
(214) 999-1900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 8, 1998
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(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)
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* 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*
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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
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Timothy G. Ewing
as Managing Partner
EXHIBIT INDEX
PAGE NO.
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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.
EXHIBIT 3
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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
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Timothy G. Ewing
Managing Partner
VALUE PARTNERS, LTD.
By: Ewing & Partners,
General Partner
By: /S/TIMOTHY G. EWING
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Timothy G. Ewing, Managing Partner
