UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
America Service Group Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
02364L-10-9
(CUSIP Number)
Kenneth D. Heller
Cannell Capital Management
600 California Street, San Francisco, California 94108
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 1999
(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 or 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 in 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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 02364L-10-9 SCHEDULE 13G Page 2 of 10
1 Name of Reporting Person J. Carlo Cannell
D/B/A Cannell Capital Management
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 405,500
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
405,500
9 Aggregate Amount Beneficially Owned by each Reporting Person
405,500
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*[ ]
11 Percent of Class Represented by Amount in Row 9
11.22%
12 Type of Reporting Person*
IA
<PAGE>
CUSIP No. 02364L-10-9 SCHEDULE 13G Page 3 of 10
1 Name of Reporting Person Tonga Partners, LP
IRS Identification No. of Above Person 94-3164039
2 Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
202,700
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
202,700
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting Person
405,500
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*[ ]
11 Percent of Class Represented by Amount in Row 9
11.22%
12 Type of Reporting Person*
PN
<PAGE>
CUSIP No. 02364L-10-9 SCHEDULE 13G Page 4 of 10
1 Name of Reporting Person Pleiades Investment Partners, LP
IRS Identification No. of Above Person 23-2688812
2 Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
46,600
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
46,600
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting Person
405,500
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*[ ]
11 Percent of Class Represented by Amount in Row 9
11.22%
12 Type of Reporting Person*
PN
<PAGE>
CUSIP No. 02364L-10-9 SCHEDULE 13G Page 5 of 10
1 Name of Reporting Person The Cuttyhunk Fund Limited
IRS Identification No. of Above Person n/a
2 Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Bermuda
5 Sole Voting Power
146,200
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
146,200
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting Person
405,500
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*[ ]
11 Percent of Class Represented by Amount in Row 9
11.22%
12 Type of Reporting Person*
OO
<PAGE>
CUSIP No. 02364L-10-9 SCHEDULE 13G Page 6 of 10
1 Name of Reporting Person Anegada Fund, Ltd.
IRS Identification No. of Above Person n/a
2 Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Cayman Islands
5 Sole Voting Power
36,700
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
36,700
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting Person
405,500
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*[ ]
11 Percent of Class Represented by Amount in Row 9
11.22%
12 Type of Reporting Person*
OO
<PAGE>
CUSIP No. 02364L-10-9 SCHEDULE 13G Page 7 of 10
Item 1(a). Name of Issuer. America Service Group Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
105 Westpark Drive, Suite 300, Brentwood, TN 37027
Item 2(a). Name of Person Filing.
Item one of each cover page is incorporated by reference.
Item 2(b). Address of Principal Business Office or, if none, Residence.
Refer to Exhibit A
Item 2(c). Citizenship.
Item four of each cover page is incorporated by reference.
Item 2(d). Title of Class of Securities. Common Stock
Item 2(e). CUSIP Number. 02364L-10-9
Item 3. Type of Reporting Person. Not applicable.
Item 4. Ownership.
Items 5-9 and 11 of each cover page are incorporated by
reference. On and before January 20, 1998, the Reporting Persons acquired
214,400 shares of common stock, representing 6.01% of the Issuer's issued and
outstanding common stock. Between January 20, 1998 and December 21, 1998, the
Reporting Persons acquired a further 182,900 shares through a number of open
market transactions representing a total of 358,400 shares or 11.22% of the
Issuer's issued and outstanding common stock. As at December 21,1998, the
Reporting Persons were the beneficial owners of 405,500 shares, representing
11.22% of the Issuer's issued and outstanding common stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Refer to Exhibit A.
Item 9. Notice of Dissolution of Group. Not applicable.
<PAGE>
CUSIP No. 02364L-10-9 SCHEDULE 13G Page 8 of 10
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: February 14, 2000
J. Carlo Cannell D/B/A Capital Management
/s/ J. Carlo Cannell
________________________
By: J. Carlo Cannell
Tonga Partners, L.P.
/s/ J. Carlo Cannell
________________________
By: J. Carlo Cannell
Its: General Partner
Pleiades Investment Partners
/s/ J. Carlo Cannell
________________________
By: J. Carlo Cannell
Its: Investment Advisor
<PAGE>
CUSIP No. 02364L-10-9 SCHEDULE 13G Page 9 of 10
The Cuttyhunk Fund Limited
/s/ J. Carlo Cannell
________________________
By: J. Carlo Cannell
Its: Investment Advisor
Anegada Fund, Ltd.
/s/ J. Carlo Cannell
________________________
By: J. Carlo Cannell
Its: Investment Advisor
<PAGE>
CUSIP No. 02364L-10-9 SCHEDULE 13G Page 10 of 10
<TABLE>
<CAPTION> EXHIBIT A
Entity Address Type of Entity
<S> <C> <C>
J. Carlo Cannell ("Cannell") 600 California Street, Floor 14 Investment Advisor
D/B/A Cannell Capital Management San Francisco, CA 94108
Tonga Partners, LP 600 California Street, Floor 14 A Delaware limited partnership
San Francisco, CA 94108
Pleiades Investment Partners, LP 6022 West Chester Pike A Delaware limited partnership
Newtown Square, PA 19073
The Cuttyhunk Fund Limited 73 Front Street A Bermuda Company
Hamilton, HM 12, Bermuda
Anegada Fund, Ltd. Harbour Centre, 2nd Floor A company organized under the laws of
George Town, Grand Cayman the Cayman Islands
Cayman Islands, B.W.I.
</TABLE>
