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. 3)
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)
March 30, 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 [ ]
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 435,175*
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 435,175*
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
435,175*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
14 TYPE OF REPORTING PERSON
PN
*But see Item 5
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
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
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
AMENDMENT No. 3 to SCHEDULE 13D
This Amendment No. 3 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 $0.01 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 2. IDENTITY AND BACKGROUND
Item 2 of the Statement is hereby amended and restated in its entirety to
read as follows:
(a)-(c) This statement is filed on behalf of Value Partners, Ewing &
Partners and Ewing. Ewing & Partners is the general partner of Value
Partners. Ewing and Ewing Asset Management, Inc., a Texas limited
liability company ("EAM"), are the general partners of Ewing & Partners,
and Ewing is the managing general partner of Ewing & Partners. EAM is
controlled by Ewing. The principal place of business for Value Partners,
Ewing & Partners, EAM and Ewing is: Suite 808, 4514 Cole Avenue, Dallas,
Texas, 75205.
The present principal occupation or employment of 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 the investment in and trading of capital
stocks, warrants, bonds, notes, debentures and other securities.
(d) None of Value Partners, Ewing & Partners, EAM or 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 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) Ewing is a citizen of the United States of America.
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 435,175 shares of Common Stock beneficially owned by Value
Partners were purchased in transactions effected in the over-the-counter
market, which shares represent 12.2% of the Common Stock outstanding as of
March 23, 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 435,175 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 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 March 30, 1999, Value Partners beneficially owns 435,175 shares
of Common Stock, which represents 12.2% of the Issuer's outstanding shares
of Common Stock, which such percentage was calculated by dividing (i)
435,175 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 Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 26, 1999.
(b) Value Partners has the sole power to vote and dispose of the 435,175
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 435,175 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 435,175 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed as exhibits to this Statement on Schedule
13D/A:
Exhibit 1 Joint Filing Agreement, dated as of April 6, 1999.
ANNEX A
Average
Transaction Buy/ Quantity Price per
Date Sell (shares) Share ($)
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03/24/99 Purchase 18,500 $12.00
03/25/99 Purchase 2,000 $12.00
03/30/99 Purchase 92,500 $12.00
04/06/99 Purchase 14,000 $9.75
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Total 127,000
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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: April 6, 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
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D (including any and all
amendments thereto) with respect to the common stock, par value $.01 per
share, of America Service Group, Inc., and further agree that this Joint
Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible
for timely filing such Statement on Schedule 13D and any amendments
thereto, and for the accuracy and completeness of the information
concerning such party contained therein; provided, however, that no party
is responsible for the accuracy or completeness of the information
concerning any other party, unless such party knows or has reason to
believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the
same effect as if the signature on each counterpart were upon the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
April 6, 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
