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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): September 20, 2000
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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)
Exhibit Index Located on Page: 2
Total Number of Pages: 54
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Item 2. Acquisition or Disposition of Assets
On September 20, 2000, Secure Pharmacy Plus, Inc., a Tennessee
corporation (the "Company") that is a wholly-owned subsidiary of America Service
Group Inc. ("ASG"), purchased the assets comprising Stadtlanders Corrections
Division from certain affiliates of Bergen Brunswig Corporation (""BBC") for
$6.25 million in cash. The Company acquired the assets pursuant to an Asset
Purchase Agreement, dated September 20, 2000 (the "Purchase Agreement"), between
the Company and such entities. In addition to the cash purchase price, the
Company purchased the inventory of and assumed certain liabilities of the
Corrections Division.
The purchase price paid to BBC is subject to increase or decrease on a
dollar-for-dollar basis by an amount equal to the amount by which certain
working capital items, as reflected on a post-closing schedule of such items,
exceeds or is less than the estimated amounts thereof. BBC is obligated to
deliver the post-closing schedule to the Company as promptly as practical
following the closing. The Company will account for the acquisition of
Stadtlanders Corrections Division using the purchase method of accounting.
The Company obtained the purchase price for the acquisition of
Stadtlanders Corrections Division from an advance pursuant to the revolving
credit facility under its Amended and Restated Credit Agreement, dated as of
August 1, 2000, among ASG, as borrower, ASG's subsidiaries as listed therein, as
guarantors, the lenders identified therein and Bank of America, N.A., as
Administrative Agent and as Issuing Bank. The amount available for borrowing
pursuant to the revolving credit facility following the consummation of the
acquisition is approximately $5,839,000.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements
Not applicable.
(b) Pro Form Financial Information
Not applicable.
(c) Exhibits
99.1 Asset Purchase Agreement, dated September 20, 2000, by and among Secure
Pharmacy Plus, Inc.; Stadtlander Operating Company L.L.C.; Stadtlander
Licensing Company, LLC; Stadtlander Drug of California, LP and
Stadtlander Drug of Hawaii, LP.
99.2 Text of Press Release of America Service Group Inc., dated September
20, 2000.
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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: October 4, 2000
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
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Exhibit
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99.1 Asset Purchase Agreement, dated September 20, 2000, by
and among Secure Pharmacy Plus, Inc.; Stadtlander Operating
Company L.L.C.; Stadtlander Licensing Company, LLC;
Stadtlander Drug of California, LP and Stadtlander
Drug of Hawaii, LP.
99.2 Text of Press Release of America Service Group Inc., dated
September 20, 2000.
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