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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): January 19, 1998
AMERICA SERVICE GROUP INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-19673 51-0332317
(State or Other Jurisdiction (Commission File No.) (I.R.S Employer
of Incorporation) Identification No.)
105 Westpark Drive, Suite 300
Brentwood, Tennessee 37027
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (615) 373-3100
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
America Service Group Inc. announced today the final adjournment of its
Special Meeting of Stockholders, which was scheduled to consider a merger
between ASG and MedPartners, Inc ("MedPartners"). MedPartners and ASG are in
discussions regarding the Merger Agreement and appropriate resolution of related
matters.
On January 19, 1998, ASG and MedPartners entered into a Consent and Agreement
regarding the Merger Agreement which provides that the final adjournment of the
Special Meeting of Stockholders by ASG will not constitute a breach by ASG of
its obligations under the Merger Agreement and that ASG may terminate the Merger
Agreement if for thirty consecutive trading days the arithmetic average closing
price of MedPartners Common Stock is less than $17.50, without reference to the
holding of the Special Meeting of Stockholders. The Consent and Agreement is
attached as Exhibit 2.1 hereto and its terms are hereby incorporated herein by
reference.
On January 20, 1998, ASG issued a press release relating to the
adjournment of its Special Meeting of Stockholders and the execution of the
Consent and Agreement. A copy of the press release is attached hereto as
Exhibit 99.1 and is hereby incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
2.1 Consent and Agreement, dated January 19, 1998, by and among
America Service Group Inc., MedPartners, Inc. and ASG Merger
Corporation, a wholly owned subsidiary of MedPartners, Inc.
99.1 Press Release of America Service Group Inc., dated January
20, 1998.
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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/ Bruce A. Teal
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By: Bruce A. Teal
Vice President Finance
Dated: January 20, 1998
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EXHIBIT 2.1
CONSENT AND AGREEMENT
This Consent and Agreement, dated as of January 19, 1998 (this
"Agreement"), by and among MedPartners, Inc., a Delaware corporation
("MedPartners"), ASG Merger Corporation, a Delaware corporation (the
"Subsidiary"), and America Service Group Inc., a Delaware corporation ("ASG").
W I T N E S S E T H
WHEREAS, MedPartners, the Subsidiary and ASG have entered into that
certain Plan and Agreement of Merger, made and entered into as of the 1st day of
October 1997 (the "Plan of Merger");
WHEREAS, ASG is obligated pursuant to Section 7.3 to take all steps
necessary in accordance with its Amended and Restated Certificate of
Incorporation and Bylaws to call, give notice of, convene and hold meetings of
its stockholders (the "Stockholder Meeting") as soon as practicable after the
effectiveness of the Registration Statement (as defined in Section 7.4 of the
Plan of Merger), for the purpose of approving and adopting the Plan of Merger
and the transactions contemplated thereby and for such other purposes as may be
necessary:
WHEREAS, ASG has called the Stockholder Meeting for January 20, 1998;
WHEREAS, MedPartners, the Subsidiary and ASG have concluded that it is
necessary to adjourn the Stockholder Meeting permanently pending the resolution
of certain matters relating to the Plan of Merger;
NOW, THEREFORE, in consideration of the premises, and the mutual
covenants and agreements contained herein, the parties to this Agreement do
hereby agree as follows:
1. Adjournment of Meeting. MedPartners and the Subsidiary acknowledge
and agree that ASG shall convene the Stockholder Meeting scheduled
for 10:00 am Central Standard Time on January 20, 1998, and shall
vote the proxies obtained by management in favor of the Merger in
favor of a permanent adjournment of the Stockholder Meeting.
MedPartners and the Subsidiary agree that ASG's adjournment of the
Stockholder Meeting shall not constitute a breach of ASG's
performance of any of its obligations pursuant to the Plan of
Merger, including, without limitation, its covenant pursuant to
Section 7.3 of the Plan of Merger.
2. Announcement of Adjournment. MedPartners and the Subsidiary
consent to the issuance by ASG of a press release announcing the
adjournment of the
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Special Meeting, which press release shall be in the form
attached as Exhibit 1 to this Amendment. MedPartners and the
Subsidiary further consent to the issuance of such press release
immediately following the action taken by the stockholders
to adjourn the Special Meeting as contemplated by Section 1.
3. Amendment of Section 8.1(e). Section 8.1(e) of the Plan of Merger
is hereby amended by the deletion of the entirety of the text of
such section and by the insertion in lieu thereof of "By ASG, if
the arithmetic average of the closing prices per share of the
MedPartners Common Stock, as reported on the New York Stock
Exchange Composite Tape, during any consecutive thirty
(30)-trading day period prior to the consummation of the Merger is
less than $17.50, and MedPartners has received written notice of
the decision to terminate this Plan of Merger prior to the
consummation of the Merger".
4. Affirmation of the Plan of Merger. The parties hereby affirm to
one another their respective obligations pursuant to the Plan of
Merger and affirm the Plan of Merger, as previously amended.
5. Representations and Warranties. The parties represent and warrant
to one another that this Amendment has been duly authorized by all
corporate action required to be taken on each of their parts, that
it has been duly executed and delivered and that it constitutes
the legal, valid and binding obligation of each of them, except as
enforcement may be subject to bankruptcy, moratorium and similar
laws and except as the availability of equitable remedies may be
subject to customary limitations.
6. Further Assurances. Each party hereby agrees to perform any
further acts and to execute and deliver any documents, which may
be reasonably necessary to carry out the provisions of this
Amendment.
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IN WITNESS WHEREOF, MedPartners, the Subsidiary and ASG have caused
this Agreement to be executed by their respective duly authorized officers, all
as of the day and year first above written.
MEDPARTNERS, INC.
By: /s/ Tracy P. Thrasher
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Tracy P. Thrasher
ASG MERGER CORPORATION
By: /s/ Tracy P. Thrasher
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Tracy P. Thrasher
AMERICA SERVICE GROUP INC.
By: /s/ Michael Catalano
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3 Michael Catalano
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EXHIBIT 99.1
[AMERICA SERVICE GROUP INC. LETTERHEAD]
[AMERICA SERVICE GROUP INC. LOGO]
NEWS RELEASE
FOR RELEASE: JANUARY 20, 1998
IMMEDIATE
CONTACT: BRUCE A. TEAL
VICE PRESIDENT FINANCE
(615) 376-1361
AMERICA SERVICE GROUP INC. ANNOUNCES
ADJOURNMENT OF ITS SPECIAL MEETING OF STOCKHOLDERS
NASHVILLE, TN (January 20, 1998) - America Service Group Inc. (NASDAQ:ASGR)
announced today the final adjournment of its Special Meeting of Stockholders,
which was scheduled to consider a merger between ASG and MedPartners, Inc.
(NYSE:MDM). Scott L. Mercy, President and Chief Executive Officer of ASG, stated
that MedPartners and ASG are in discussions regarding the Merger Agreement and
appropriate resolution of related matters.
Accordingly, the parties have entered into a Consent and Agreement regarding the
Merger Agreement which provides that the final adjournment of the Special
Meeting of Stockholders by ASG will not constitute a breach by ASG of its
obligations under the Merger Agreement and that ASG may terminate the Merger
Agreement if for thirty consecutive trading days the arithmetic average closing
price of MedPartners Common Stock is less than $17.50, without reference to the
holding of the Special Meeting of Stockholders.
ASG will not have any further comment on its discussions with MedPartners until
such time as a definitive agreement is reached regarding the Merger Agreement or
the Merger Agreement is terminated.
America Service Group Inc. is a leading national provider of correctional health
care services in the United States. America Service Group contracts with state,
county and local government agencies to provide a wide range of on-site health
care programs as well as off-site hospitalization and specialty outpatient care.
The company employs 1500 medical, professional, and support staff nationally.
