SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT No. 4)
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 808
4514 Cole Avenue
Dallas, Texas 75205
Tel. No.: (214) 522-2100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 3, 1999
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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(e), 13d-1(f) or 13d-1(g), check
the following box [ ]
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CUSIP No. 02364L109 13D/A
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Value Partners, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER 525,575*
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 525,575*
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,575*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
14 TYPE OF REPORTING PERSON
PN
*But see Item 5
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CUSIP No. 02364L109 13D/A
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ewing & Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
14 TYPE OF REPORTING PERSON
PN
* But see Item 5
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CUSIP No. 02364L109 13D/A
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Timothy G. Ewing
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
14 TYPE OF REPORTING PERSON
IN
*But see Item 5
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AMENDMENT No. 4 to SCHEDULE 13D
This Amendment No. 4 to Schedule 13D is being filed on behalf of Value
Partners, Ltd., a Texas limited partnership ("Value Partners"), Ewing &
Partners, a Texas general partnership ("Ewing & Partners"), and Timothy G.
Ewing ("Ewing"), the managing general partner of Ewing & Partners, as an
amendment to the initial statement on Schedule 13D, relating to shares of
common stock, par value $.01 per share ("Common Stock"), of America Service
Group, Inc. (the "Issuer"), as filed with the Securities and Exchange
Commission on November 24, 1993 (as amended, the "Statement"). The
Statement is hereby amended and supplemented as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Statement is hereby amended and restated in its entirety to
read as follows:
The 525,575 shares of Common Stock beneficially owned by Value
Partners were purchased in transactions effected in the over-the-counter
market, which shares represent 14.7% of the Common Stock outstanding as of
May 6, 1999.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is hereby amended and restated in its entirety to
read as follows:
Value Partners has acquired the 525,575 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 beneficially owned by it.
Except as set forth above, none of Value Partners, Ewing & Partners,
EAM, or Ewing has any plans or proposals of the type referred to in clauses
(a) through (j) of Item 4 of the instructions to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Statement is hereby amended and restated in its entirety to
read as follows:
(a) As of June 3, 1999, Value Partners beneficially owns 525,575
shares of Common Stock, which represents 14.7% of the Issuer's outstanding
shares of Common Stock, which such percentage was calculated by dividing
(i) 525,575 shares of Common Stock beneficially owned by Value Partners as
of the date hereof, by (ii) 3,576,163 shares of Common Stock outstanding
based upon the Issuer's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on May 14, 1999.
(b) Value Partners has the sole power to vote and dispose of the
525,575 shares of Common Stock beneficially owned by it. However, Ewing &
Partners, as general partner of Value Partners, may direct the vote and
disposition of the 525,575 shares of Common Stock owned by Value Partners.
Similarly, Ewing, as managing general partner of Ewing & Partners, may
direct the vote and disposition of the 525,575 shares of Common Stock owned
by Value Partners.
(c) The transactions in the Issuer's securities by Value Partners
during the past 60 days are listed on Annex A attached hereto.
(d) Ewing and Ewing & Partners may be deemed to have the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Common Stock beneficially owned by Value Partners.
(e) Not applicable.
<PAGE>
ANNEX A
Average
Transaction Buy/ Quantity Price per
Date Sell (shares) Share ($)
----------- --------- --------- ---------
4/6/99 Purchase 14,000 $9.75
5/17/99 Purchase 24,600 $12.56
5/26/99 Purchase 5,800 $11.92
6/3/99 Purchase 60,000 $12.00
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Total 104,400
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: June 7, 1999
VALUE PARTNERS, LTD.
By: EWING & PARTNERS
as General Partner
By: /S/TIMOTHY G. EWING
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Timothy G. Ewing
as Managing Partner
EWING & PARTNERS
By: /S/TIMOTHY G. EWING
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Timothy G. Ewing
as Managing Partner
/S/TIMOTHY G. EWING
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Timothy G. Ewing
