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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 17, 1999
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America Service Group Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-23340
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(Commission File Number)
21-0332317
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(IRS Employer Identification Number)
105 Westpark Drive, Suite 300, Brentwood, Tennessee 37027
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(Address of principal executive offices)
Registrant's telephone number, including area code: (615) 373-3100
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On June 17, 1999, America Service Group Inc. (the "Company") announced
that, on July 2, 1999, it will redeem $7.5 million of the $15.0 million
aggregate principal amount of the Company's 12% Subordinated Convertible Bridge
Notes due January 26, 2000 (the "Notes") it issued in connection with its
acquisition of EMSA Government Services, Inc. on January 26, 1999. A copy of the
press release announcing the redemption of the Notes is included as an exhibit
to this filing and is incorporated herein by reference.
This filing contains statements which may constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Those statements include statements regarding the intent, belief or current
expectations of the Company and members of its management team. Prospective
investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those contemplated by such
forward-looking statements. Important factors currently known to management that
could cause actual results to differ materially from those in forward-looking
statements are contained in the Company's filings with the Securities and
Exchange Commission. The Company undertakes no obligation to update or revise
forward-looking statements to reflect changed assumptions, the occurrence of
unanticipated events or changes to future operating results over time.
Item 7(c). Exhibits
99.1 Text of Press Release of the Company, dated June 17, 1999.
1
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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 hereunto duly authorized.
Date: June 30, 1999
AMERICA SERVICE GROUP, INC.
By: /s/ Bruce A. Teal
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Bruce A. Teal
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
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<S> <C>
99.1 Text of Press Release of the Company, dated June 17, 1999.
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Exhibit 99.1
Contact: Michael Catalano Bruce A. Teal
President and Chief Executive Officer Sr. Vice President and Chief
(615) 376-1319 Financial Officer
(615) 376-1361
America Service Group to Redeem $7.5 Million of Bridge Notes
NASHVILLE, Tennessee (June 17, 1999) - America Service Group Inc. (NASDAQ:ASGR)
today announced that, on July 2, 1999, the Company will redeem $7.5 million of
the $15 million of outstanding Bridge Notes issued as part of the $67 million
cash purchase price of EMSA Government Services ("EMSA"), which was acquired on
January 26, 1999. The acquisition was financed by $47 million of Senior Debt
with NationsBank, $5 million of redeemable convertible preferred stock purchased
by Ferrer Freeman Thompson & Co. ("FFT") and $15 million of Bridge Notes to FFT.
The Bridge Notes will be converted to preferred stock upon shareholder approval.
The redemption will be immediately accretive to earnings. It will reduce
dilutive common shares by approximately 0.8 million shares and reduce annual
dividends by $0.4 million. During the first quarter of 1999, the Company reduced
Senior Debt by $10 million. In addition to the redemption of the $7.5 million in
Bridge Notes, the Company has further reduced Senior Debt by an additional $5
million in June 1999.
Michael Catalano, president and chief executive officer of America Service
Group, stated, "We are pleased with the progress of the EMSA acquisition,
demonstrated by our ability to repay $22.5 million in debt within the first five
months of combined operations."
America Service Group Inc., based in Brentwood, Tennessee, is a leading
provider of correctional healthcare services in the United States. America
Service Group contracts with approximately one hundred government agencies to
provide a wide range of managed healthcare programs tailored to specific client
needs. The Company employs over 4,200 medical, professional and administrative
staff nationwide.
This press release may contain "forward-looking" statements made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. As such, they involve risk and uncertainty that actual results may differ
materially from those projected in the forward-looking statements. A discussion
of the important factors and assumptions regarding the statements and risks
involved is contained in the Company's filings with the Securities and Exchange
Commission.
