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EXHIBIT 99.1
[AMERICA SERVICE GROUP INC. LOGO]
NEWS RELEASE
CONTACT: MICHAEL CATALANO S. WALKER CHOPPIN
CHAIRMAN, PRESIDENT AND SENIOR VICE PRESIDENT AND
CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER
(615) 376-1319 (615) 376-1346
AMERICA SERVICE GROUP ANNOUNCES
CONVERSION OF PREFERRED SHARES TO COMMON STOCK
NASHVILLE, Tennessee (January 4, 2001) - America Service Group Inc.
(NASDAQ:ASGR) today announced that it has entered into an agreement with Ferrer
Freeman Thompson & Co. ("FFT") to convert all of FFT's $12.5 million in
preferred stock into 1,322,751 shares of the Company's common stock.
The agreement was prompted by the Company's ability to trigger the
conversion of the preferred stock to common stock by issuing a notice of
redemption. The Company could issue a notice of redemption if the price of the
Company's common stock closed at or above $21.26 for forty-five consecutive
trading days, and the Company had in place an effective registration statement
covering the common stock. Today was the forty-fifth such day.
The conversion from preferred to common stock will be effective on the
later of January 23, 2001, or the date upon which there is an effective
registration statement covering the resale of the common shares. The conversion
will have no effect on the calculation of the Company's earnings per share on a
fully diluted basis. However, the Company will avoid payment of $625,000 per
year in preferred stock dividends.
FFT also holds warrants to purchase 135,000 shares of the Company's
common stock. The warrants were issued to FFT in connection with the issuance of
the preferred stock.
"FFT has been a solid financial partner throughout the Company's
growth, and we anticipate their continued participation in the Company's
success," said Michael Catalano, Chairman, President and CEO of America Service
Group.
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105 WESTPARK DRIVE - SUITE 300 - BRENTWOOD, TN 37027
615-373-3100 - FAX 615-376-9862
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ASGR Announces Conversion of Preferred Shares
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January 4, 2001
America Service Group Inc., based in Brentwood, Tennessee, is a leading
provider of correctional healthcare services in the United States. America
Service Group Inc., through its subsidiaries, provides a wide range of
healthcare and pharmacy programs for approximately 340,000 inmates. The Company
employs over 7,000 medical, professional and administrative staff nationwide.
Ferrer Freeman Thompson & Co., LLC, a private equity firm with over
$500 million under management, invests exclusively in healthcare and
healthcare-related companies. FFT is located in Greenwich, Connecticut.
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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