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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): August 30, 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 August 30, 1999, America Service Group Inc. (the "Company")
announced that its stockholders had approved the conversion of the Company's
outstanding 12% Subordinated Convertible Bridge Notes due January 26, 2000 (the
"Notes") into shares of Series A Convertible Preferred Stock ("Preferred Stock")
at a conversion ratio of one share of Preferred Stock for each $100 of principal
amount of the Notes. The Notes were issued to Health Care Capital Partners L.P.
and Health Care Executive Partners L.P. in connection with the Company's
acquisition of EMSA Government Services, Inc. on January 26, 1999. A copy of the
press release announcing the conversion of the Notes and certain other matters
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 August 30,
1999.
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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: August 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
Exhibit
99.1 Text of Press Release of the Company, dated August 30, 1999.
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EXHIBIT 99.1
[AMERICA SERVICE GROUP INC. LETTERHEAD]
FOR IMMEDIATE RELEASE
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<S> <C> <C>
CONTACT: MICHAEL CATALANO BRUCE A. TEAL
PRESIDENT AND CHIEF EXECUTIVE OFFICER EXECUTIVE VICE PRESIDENT AND
(615) 376-1319 CHIEF FINANCIAL OFFICER
(615) 376-1361
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AMERICA SERVICE GROUP SHAREHOLDERS APPROVE CONVERSION OF
$7.5 MILLION BRIDGE NOTES TO PREFERRED STOCK
NEW MEMBERS ELECTED TO THE BOARD OF DIRECTORS
NASHVILLE, Tennessee (August 30, 1999) - America Service Group Inc.
(NASDAQ:ASGR) announced today that the Company's stockholders have approved the
conversion of $7.5 million of Bridge Notes into 75,000 shares of the Company's
Series A Convertible Preferred Stock. The Company will complete the conversion
of the Bridge Notes into shares of Preferred Stock on August 31, 1999. The
Bridge Notes were issued to certain investment funds managed by Ferrer Freeman
Thompson & Co. (FFT) as part of the financing for the Company's acquisition of
EMSA Government Services, which closed on January 26, 1999. The FFT-managed
funds purchased $5 million of Preferred Stock upon closing of the acquisition.
With the conversion of Bridge Notes, the Preferred Stock represents 1.3 million
common equivalent shares on a diluted basis.
Elected as Directors of the Company were the following new members:
Jeffrey L. McWaters, Chairman, President and Chief Executive Officer of
AMERIGROUP Corporation, a managed health care company; Richard M. Mastaler,
Chairman and Chief Executive Officer of CCN Managed Care, Inc., a managed health
care company; and Richard D. Wright, Chairman, President and Chief Executive
Officer of Covation LLC, a provider of software integration and data management
services for health care organizations. Elected as returning members of the
Board were the following Directors: Michael Catalano, President and Chief
Executive Officer of the Company; William D. Eberle, Chairman of Manchester
Associates, Ltd., an international consulting company; David A. Freeman, Member
of FFT, an investment management company; John W. Gildea, Managing Director of
Gildea Management Company, an investment management company; Carol R. Goldberg,
President of AVCAR Group, Ltd., a management consulting firm; and, Scott L.
Mercy, Chairman and Chief Executive Officer of LifePoint Hospitals, a hospital
management company.
Michael Catalano, President and Chief Executive Officer of America
Service Group, said, "We are very fortunate to have such experienced people on
our Board of Directors. The three new Board members add additional knowledge and
experience in the health care field which will prove to be an important resource
as the Company grows and matures. We look
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ASGR Shareholders Approve Conversion
of Notes and Elect New Board Members
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August 30, 1999
forward to the participation of all our directors and to their contribution to
the continued success of America Service Group."
In a related development, the Company announced that the conversion
price for its Series A Convertible Preferred Stock had been established at $9.45
per share. The conversion price for the Preferred Stock was set at the time of
the equity commitment by FFT's funds in November 1998, at the lower of (i) $9.45
per share and (ii) the average of the current market price of the Company's
Common Stock during the 30 consecutive trading days prior to the 1999 Annual
Meeting, but in no event less than $5.50. The average of the current market
price of a share of the Company's Common Stock exceeded $9.45 during the
relevant period. Therefore, the conversion price was fixed at $9.45.
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.
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