SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AMERICA SERVICE GROUP INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
02364 L 109
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the 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, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
<PAGE>
CUSIP NO.02364 L 109 Amendment No. 1 to 13G
(1) Name of Reporting Person Sandera Partners, L.P.
I.R.S. Identification
No. of Above Person (entities only) N/A
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [ X ]
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Citizenship or Place of Organization Texas
- -----------------------------------------------------------------
Number of Shares
Beneficially
Owned by Each
Reporting Person
With: (5) Sole Voting Power 151,500
- -----------------------------------------------------------------
(6) Shared Voting Power 0
- -----------------------------------------------------------------
(7) Sole Dispositive Power 151,500
- -----------------------------------------------------------------
(8) Shared Dispositive Power 0
- -----------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned 151,500
by Each Reporting Person
- -----------------------------------------------------------------
(10) Check Box if the Aggregate Amount in [ X ]
Row (9) Excludes Certain Shares*
- -----------------------------------------------------------------
(11) Percent of Class Represented by 4.3%
Amount in Row (9)
- -----------------------------------------------------------------
(12) Type of Reporting Person* PN
- -----------------------------------------------------------------
* SEE INSTRUCTIONS
<PAGE>
CUSIP NO.02364 L 109 Amendment No. 1 to 13G
(1) Name of Reporting Person Newcastle Partners, L.P.
I.R.S. Identification
No. of Above Person (entities only) N/A
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [ X ]
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Citizenship or Place of Organization Texas
- -----------------------------------------------------------------
Number of Shares
Beneficially
Owned by Each
Reporting Person
With: (5) Sole Voting Power 4,000
- -----------------------------------------------------------------
(6) Shared Voting Power 0
- -----------------------------------------------------------------
(7) Sole Dispositive Power 4,000
- -----------------------------------------------------------------
(8) Shared Dispositive Power 0
- -----------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned 4,000
by Each Reporting Person
- -----------------------------------------------------------------
(10) Check Box if the Aggregate Amount in [ X ]
Row (9) Excludes Certain Shares*
- -----------------------------------------------------------------
(11) Percent of Class Represented by .1%
Amount in Row (9)
- -----------------------------------------------------------------
(12) Type of Reporting Person* PN
- -----------------------------------------------------------------
* SEE INSTRUCTIONS
<PAGE>
CUSIP NO.02364 L 109 Amendment No. 1 to 13G
(1) Name of Reporting Person Mark Schwarz
I.R.S. Identification
No. of Above Person (entities only) N/A
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [ X ]
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Citizenship or Place of Organization U.S. Citizenship
- -----------------------------------------------------------------
Number of Shares
Beneficially
Owned by Each
Reporting Person
With: (5) Sole Voting Power 0
- -----------------------------------------------------------------
(6) Shared Voting Power 155,000
- -----------------------------------------------------------------
(7) Sole Dispositive Power 0
- -----------------------------------------------------------------
(8) Shared Dispositive Power 155,000
- -----------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned 155,500
by Each Reporting Person
- -----------------------------------------------------------------
(10) Check Box if the Aggregate Amount in [ ]
Row (9) Excludes Certain Shares*
- -----------------------------------------------------------------
(11) Percent of Class Represented by 4.4%
Amount in Row (9)
- -----------------------------------------------------------------
(12) Type of Reporting Person* IN
- -----------------------------------------------------------------
* SEE INSTRUCTIONS
<PAGE>
CUSIP NO.02364 L 109 Amendment No. 1 to 13G
Item 2(a) Name of Person Filing:
Pursuant to Rule 13d-1(a) promulgated under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), this Statement on Schedule 13G is
filed by Sandera Partners, L.P. ("Sandera"). In
addition, although it specifically disclaims the
beneficial ownership of the shares held thereby,
Sandera has permitted Newcastle Partners, L.P.
("Newcastle") and Mark Schwarz ("Schwarz") (Newcastle
and Schwarz collectively, the "Newcastle Group") to
join in this Statement on Amendment No. 1 to Schedule
13G due to the fact that Schwarz may be deemed to
beneficially own certain of the shares of Common Stock
held by Sandera. Sandera and the Newcastle Group are
collectively referred to herein as the Reporting
Persons. The Reporting Persons included as Appendix A
to their original Statement on Schedule 13G an
agreement in writing that this Statement is filed on
behalf of each of them.
Additionally, information is included herein with
respect to the following persons (collectively, the
"Controlling Persons"): Sandera Capital Management,
L.P. ("S.C.M."), Sandera Capital, L.L.C. ("Capital"),
H.W. Partners, L.P. ("HW Partners"), H.W. Finance,
L.L.C. ("HW Finance"), Hunt Financial Partners, L.P.
("Hunt Financial"), Hunt Financial Group, L.L.C. ("Hunt
Group"), John A. (Pete) Bricker, Jr. ("Bricker"),
Randall Fojtasek ("Fojtasek"), J. R. Holland, Jr.
("Holland"), Clark K. Hunt ("C. Hunt"), Lamar Hunt ("L.
Hunt"), Mark E. Schwarz ("Schwarz") and Barrett Wissman
("Wissman"). Bricker, Fojtasek, Holland, C. Hunt, L.
Hunt, Schwarz and Wissman are U.S. citizens and
residents of the State of Texas.
Item 2(b) Address of Principal Business Office or, if none,
Residence:
The address of the principal business office of
each of the members of the Newcastle Group is 4650 Cole
Avenue, Suite 331, Dallas, Texas 75205.
The address of the principal business office of
Sandera and each of the other entities set forth herein
is 1601 Elm Street, Suite 4000, Dallas, Texas 75201.
<PAGE>
CUSIP NO.02364 L 109 Amendment No. 1 to 13G
Item 4. Ownership:
Sandera
(a) Amount Beneficially Owned: 151,500.
(b) Percent of Class: 4.2%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote:
151,500
(ii) shared power to vote or to direct the
vote: 4,000
(iii) sole power to dispose or to direct the
disposition of: 151,500
(iv) shared power to dispose or to direct the
disposition of: 4,000
Sandera is a Texas limited partnership, the principal
business of which is the purchase, sale, exchange,
acquisition and holding of investment securities.
SCM is a Texas limited partnership, the principal
business of which is serving as the general partner of
Sandera and activities related thereto.
Capital is a Texas limited liability company, the
principal business of which is serving as the general
partner of SCM and activities related thereto. Bricker, C.
Hunt and Schwarz are the Managers of Capital; and Bricker
(President) and C. Hunt (Vice President and Secretary) are
its principal officers.
Hunt Financial is a Texas limited partnership and
holder of 75% of the equity interests in Capital. The
principal business of Hunt Financial is financial
management.
Hunt Group is a Delaware limited liability company, the
principal business of which is serving as the general
partner of Hunt Financial and activities related thereto.
Holland, C. Hunt and L. Hunt are the Managers of the Hunt
Group; and Holland (President) and C. Hunt (Vice- President)
are its principal officers.
<PAGE>
CUSIP NO.02364 L 109 Amendment No. 1 to 13G
Investment Advisors:
- -------------------
HW Partners is a Texas limited partnership, the principal
business of which is serving as an investment advisor to Sandera,
and other entities and activities related thereto.
HW Finance is a Texas limited liability company, the
principal business of which is serving as the general partner of
HW Partners and activities related thereto. C. Hunt and Wissman
are the Managers of HW Finance.
Newcastle
---------
(a) Amount Beneficially Owned: 4,000
(b) Percent of Class: .1%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the
vote: 4,000
(ii) shared power to vote or to direct the
vote: 0
(iii) sole power to dispose or to direct
the disposition of: 4,000
(iv) shared power to dispose or to direct the
disposition of: 0
Schwarz
-------
(a) Amount Beneficially Owned: 155,500
(b) Percent of Class: 4.3%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the
vote: 0
(ii) shared power to vote or to direct the
vote: 155,000
(iii) sole power to dispose or to direct
the disposition of: 0
<PAGE>
CUSIP NO.02364 L 109 Amendment No. 1 to 13G
(iv) shared power to dispose or to direct the
disposition of: 155,000
Sandera has been advised by Schwarz, an officer
and investment manager of Sandera's assets, that
Newcastle, an entity in which Mr. Schwarz is the sole
general partner, owns 4,000 shares of Common Stock of
the Issuer. As a result, Schwarz may be deemed to
indirectly beneficially own such 4,000 shares and the
Sandera Securities.
Sandera hereby expressly disclaims beneficial
ownership of the shares of Common Stock held by the
Newcastle Group pursuant to Rule 13d-4 of the Exchange
Act. The Newcastle Group hereby expressly disclaims
beneficial ownership of the securities held by Sandera
pursuant to Rule 13d-4 of the Exchange Act.
Item 5. Ownership of 5% or less of a Class:
If this statement is being filed to report the
fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than 5
percent of the class of securities, check the
following. [ X ]
<PAGE>
CUSIP NO.02364 L 109 Amendment No. 1 to 13G
Item 10. Certifications:
By signing below, each of the Reporting Persons certifies
that, to the best of his or its knowledge and belief, the
securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the
Issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose
or effect.
Date: February 12, 1999
Sandera Partners, L.P.
By: Sandera Capital Management, L.P.,
its general partner
By: Sandera Capital, L.L.C.,
its general partner
By: /s/ JOHN A. BRICKER, JR.
----------------------------
Name: John A.(Pete) Bricker, Jr.
Title: President
Newcastle Partners, L.P.
By: /s/ MARK SCHWARTZ
---------------------------
Mark Schwarz,
its general partner
/s/ MARK SCHWARZ
-------------------------
Mark Schwarz
Attention: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
