-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FlaANbYSL+c9gSUEKTMBJJ2BcdObGuSplwun/gZqHYELvv0hF8wr5HRSzOoG4sno EWcL9W3BmxDzvawFvgWZbw== 0000895345-02-000605.txt : 20021202 0000895345-02-000605.hdr.sgml : 20021202 20021202162644 ACCESSION NUMBER: 0000895345-02-000605 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICA SERVICE GROUP INC /DE CENTRAL INDEX KEY: 0000877476 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 510332317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42037 FILM NUMBER: 02846129 BUSINESS ADDRESS: STREET 1: 105 WESTPARK DR STREET 2: STE 300 CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6153733100 MAIL ADDRESS: STREET 1: 105 WESTPARK DR STREET 2: STE 300 CITY: BRENTWOOD STATE: TN ZIP: 37027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FERRER FREEMAN & CO LLC CENTRAL INDEX KEY: 0001113202 IRS NUMBER: 061433502 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10 GLENVILLE STREET CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 2035328011 MAIL ADDRESS: STREET 1: 10 GLENVILLE STREET CITY: GREENWICH STATE: CT ZIP: 06831 FORMER COMPANY: FORMER CONFORMED NAME: FERRER FREEMAN THOMPSON & CO LLC DATE OF NAME CHANGE: 20000501 SC 13D/A 1 dg13da.txt SCHEDULE 13D (AMENDMENT #5) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5)* AMERICA SERVICE GROUP INC. - ------------------------------------------------------------------------------- (Name of Issuer) - ------------------------------------------------------------------------------- Common Stock, par value $.01 per share (Title of Class of Securities) 02364 L 109 - ------------------------------------------------------------------------------- (CUSIP Number) DAVID A. FREEMAN c/o FERRER FREEMAN & COMPANY, LLC THE MILL 10 GLENVILLE STREET GREENWICH, CT 06831 (203) 532-8011 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication) November 25, 2002 - ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for 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 on 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). CUSIP NO. 02364 L 109 13D PAGE 2 OF 7 PAGES 1. NAME OF REPORTING PERSONS/ S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ferrer Freeman & Company, LLC TIN: 06-1433502 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS (See Instructions) OO 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut NUMBER OF 7. SOLE VOTING POWER SHARES 966,677 BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 966,677 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 966,677 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (See Instructions) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.9% 14. TYPE OF REPORTING PERSON (See Instructions) OO CUSIP NO. 02364 L 109 13D PAGE 3 OF 7 PAGES 1. NAME OF REPORTING PERSONS/ S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FFC Partners I, L.P. TIN: 06-1458417 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS (See Instructions) OO 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7. SOLE VOTING POWER SHARES 928,331 BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 928,331 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 928,331 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (See Instructions) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.2% 14. TYPE OF REPORTING PERSON (See Instructions) PN CUSIP NO. 02364 L 109 13D PAGE 4 OF 7 PAGES 1. NAME OF REPORTING PERSONS/ S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FFC Executive Partners I, L.P. TIN: 06-1477466 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS (See Instructions) OO 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7. SOLE VOTING POWER SHARES 38,346 BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 38,346 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,346 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (See Instructions) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .6% 14. TYPE OF REPORTING PERSON (See Instructions) PN SCHEDULE 13D This Amendment No. 5 to Schedule 13D amends and supplements the Statement on Schedule 13D relating to the common stock, $.01 par value per share ("Common Stock") of America Service Group Inc., a Delaware corporation (the "Issuer") filed on February 5, 1999 as amended through November 14, 2002, on behalf of Ferrer Freeman & Company, LLC ("FFC"), FFC Partners I, L.P. ("Partners I") and FFC Executive Partners I, L.P. ("Executive Partners I"). ITEM 1. SECURITY AND ISSUER. Unchanged. ITEM 2. IDENTITY AND BACKGROUND. Unchanged. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Unchanged. ITEM 4. PURPOSE OF TRANSACTION. Unchanged. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended in its entirety as follows; The percentages set forth in this Item 5 are based on 6,032,744 shares of Common Stock outstanding as of November 11, 2002, as reported in the Form 10-Q filed by the Issuer on November 14, 2002. (a) and (b) (1) FFC is deemed to be the beneficial owner of 966,677 shares of Common Stock by virtue of (i) the 928,331 shares of Common Stock beneficially owned by Partners I, and (ii) the 38,346 shares of Common Stock beneficially owned by Executive Partners I. Assuming the exercise of the Warrants, the 966,677 shares of Common Stock beneficially owned by FFC represents approximately 15.9% of the outstanding Common Stock (computed in accordance with Rule 13d-3(d) under the Act). FFC has (a) the sole power to vote or direct the vote and (b) the sole power to dispose or direct the disposition of all 966,677 shares of Common Stock. (2) Partners I is deemed to be the beneficial owner of 928,331 shares of Common Stock by virtue of (i) its ownership of 863,511 shares of Common Stock and (ii) its right to acquire beneficial ownership of 64,820 shares of Common Stock within 60 days through the exercise of the Warrants. Assuming the exercise of the Warrants, the 928,331 shares of Common Stock beneficially owned by Partners I represents approximately 15.2% of the outstanding Common Stock (computed in accordance with Rule 13d-3(d) under the Act). Partners I has (a) the sole power to vote or direct the vote and (b) the sole power to dispose or direct the disposition of all 928,331 shares of Common Stock. (3) Executive Partners I is deemed to be the beneficial owner of 38,346 shares of Common Stock by virtue of (i) its ownership of 35,666 shares of Common Stock and (ii) its right to acquire beneficial ownership of 2,680 shares of Common Stock within 60 days through the exercise of the Warrants. Assuming the exercise of the Warrants, the 38,346 shares of Common Stock beneficially owned by Executive Partners I represents approximately .6% of the outstanding Common Stock (computed in accordance with Rule 13d-3(d) under the Act). Executive Partners I has (a) the sole power to vote or direct the vote and (b) the sole power to dispose or direct the disposition of all 38,346 shares of Common Stock. (4) David A. Freeman, a Member of FFC and a Director of the Issuer, is deemed to be the beneficial owner of 225 shares of Common Stock. Mr. Freeman has (a) the sole power to vote or direct the vote and (b) the sole power to dispose or direct the disposition of all 225 shares of Common Stock. (c) On November 20, 2002, the Limited Partnerships sold 30,100 shares of Common Stock in a private sale for gross proceeds of $14.31 per share of Common Stock. Partners I sold 28,904 shares of Common Stock and Executive Partners I sold 1,196 shares of Common Stock. On November 21, 2002, the Limited Partnerships sold 4,000 shares of Common Stock in a private sale for gross proceeds of $14.10 per share of Common Stock. Partners I sold 3,841 shares of Common Stock and Executive Partners I sold 159 shares of Common Stock. On November 22, 2002, the Limited Partnerships sold 24,800 shares of Common Stock in a private sale for gross proceeds of $13.56 per share of Common Stock. Partners I sold 23,815 shares of Common Stock and Executive Partners I sold 985 shares of Common Stock. On November 25, 2002, the Limited Partnerships sold 107,700 shares of Common Stock in a private sale for gross proceeds of $13.21 per share of Common Stock. Partners I sold 103,421 shares of Common Stock and Executive Partners I sold 4,279 shares of Common Stock. (d) To the best of knowledge of FFC and the Limited Partnerships, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Common Stock and the Warrants. (e) Inapplicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Unchanged. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Unchanged. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct. Date: December 2, 2002 FERRER FREEMAN & COMPANY, LLC By: /s/ David A. Freeman ----------------------------- Name: David A. Freeman Title: Member FFC PARTNERS I, L.P. By: FERRER FREEMAN & COMPANY, LLC, its General Partner By: /s/ David A. Freeman ------------------------------ Name: David A. Freeman Title: Member FFC EXECUTIVE PARTNERS I, L.P. By: FERRER FREEMAN & COMPANY, LLC, its General Partner By: /s/ David A. Freeman ------------------------------ Name: David A. Freeman Title: Member Schedule II ----------- Joint Filing Agreement In accordance with Rule 13d-1(k) of Regulation 13D of the Securities Exchange Act of 1934, as amended, the persons or entities below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of America Service Group Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof the undersigned, being duly authorized, hereby execute this Agreement as of the 2nd day of December, 2002. FERRER FREEMAN & COMPANY, LLC By: /s/ David A. Freeman ----------------------------- Name: David A. Freeman Title: Member FFC PARTNERS I, L.P. By: FERRER FREEMAN & COMPANY, LLC, its General Partner By: /s/ David A. Freeman ------------------------------ Name: David A. Freeman Title: Member FFC EXECUTIVE PARTNERS I, L.P. By: FERRER FREEMAN & COMPANY, LLC, its General Partner By: /s/ David A. Freeman ------------------------------ Name: David A. Freeman Title: Member -----END PRIVACY-ENHANCED MESSAGE-----