-----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, M37AkZ7nvdfASab7Q3eHCF4+zfBdOIiHYW0ZzfZc7wDskRN9MwZkzK/EkvQj11fe 4icP04Mx30M6H9Vi1OYftQ== 0000918134-97-000043.txt : 19971217 0000918134-97-000043.hdr.sgml : 19971217 ACCESSION NUMBER: 0000918134-97-000043 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971216 SROS: NASD 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: SEC FILE NUMBER: 005-42037 FILM NUMBER: 97738902 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: BEAR STEARNS & CO INC /NY/ CENTRAL INDEX KEY: 0000918134 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133299429 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 115 SOUTH JEFFERSON RD CITY: WHIPPANY STATE: NJ ZIP: 07981 BUSINESS PHONE: 2017392202 MAIL ADDRESS: STREET 1: 115 SOUTH JEFFERSON RD CITY: WHIPPANY STATE: NJ ZIP: 07981 SC 13D/A 1 Page 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* America Service Group Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 02364L109 (CUSIP Number) Charles A. Nalbone, Bear, Stearns & Co. Inc. 115 South Jefferson Road, Whippany, NJ 07981 (201) 739-2202 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 9, 1997 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ] . Check the following box if a fee is being paid with this statement [ ] . (A fee is not required only if the reporting person: 1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and 2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class. (See Rule 13d-7) Note: When filing this statement, in paper format, six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. Page 2 CUSIP NO. 02364L109 13D NAME OF REPORTING PERSON S.S. OR I.R.S. NOTIFICATION NO. OF ABOVE PERSON: 1 BEAR, STEARNS & CO. INC. IRS #13-3299429 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS*: WC, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware 7 SOLE VOTING POWER: 244,928 8 SHARED VOTING POWER: 54,534 9 SOLE DISPOSITIVE POWER: 244,928 10 SHARED DISPOSITIVE POWER: 54,534 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 299,462 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*: [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.5 14 TYPE OF REPORTING PERSON*: BD See Instructions Before Filling Out! Page 3 Schedule 13D Amendment No. 1 This statement constitutes Amendment No. 2 to the statement on Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission by Bear, Stearns & Co. Inc. ("Bear Stearns") with respect to its ownership of the Common Stock of America Service Group Inc. (the "Issuer"). Item 3: Source and Amount of Funds or Other Consideration Working capital of Bear Stearns and personal funds of discretionary accounts. The aggregate purchase price of the 754,112 Common Shares of the Issuer referred to in Item 5(c) hereof was approximately $13,008,432.00. Item 5: Interest in Securities of the Issuer (as of 12/9/97) (a) The responses of Bear Stearns to Rows (11) through (13) of the cover page of this Amendment No. 2 to Schedule 13D are incorporated herein by reference. To the best of Bear Stearns' knowledge, none of its executive officers or directors beneficially own any Common Stock of the Issuer. (b) The responses of Bear Stearns to Rows (7) through (10) of the cover page of this Amendment No. 2 to Schedule 13D are incorporated herein by reference. (c) Since the date of its initial filing on Schedule 13D, Bear Stearns has effected transactions in the Common Stock of the Issuer. Information concerning transactions in the Common Stock effected by Bear Stearns is set forth on Appendix I. (d) Not Applicable. (e) Through December 9, 1997, Bear Stearns purchased an additional 49,218 shares of America Service Group Inc. Accordingly, Bear Stearns increased its beneficial ownership by more than one full percentage point of the Common Stock of the Issuer since the date of its initial filing. Page 4 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: December 16, 1997 BEAR, STEARNS & CO. INC. By: /s/ Barry Cohen Senior Managing Director APPENDIX I BEAR, STEARNS & CO. INC. America Service Group Inc. Trades from 11/27/97 through 12/09/97 (Various Firm Accounts) ***** 12/09 ***** 1,080 AMERICA SERVICE GROUP INC 16 5/8 17,955.00 32,400 AMERICA SERVICE GROUP INC 16.3981 531,298.43 1,000 AMERICA SERVICE GROUP INC 16.2300 16,230.00 800- AMERICA SERVICE GROUP INC 16 3/8 13,099.56- 800- AMERICA SERVICE GROUP INC 16 5/8 13,299.55- 17,000- AMERICA SERVICE GROUP INC 16.6069 282,307.88- 500- AMERICA SERVICE GROUP INC 16 7/8 8,437.22- ***** 12/08 ***** 500 AMERICA SERVICE GROUP INC 17 1/8 8,562.50 1,000 AMERICA SERVICE GROUP INC 16.8000 16,800.00 1,000- AMERICA SERVICE GROUP INC 17 16,999.43- 1,000- AMERICA SERVICE GROUP INC 17 16,999.43- 2,000- AMERICA SERVICE GROUP INC 17 1/4 34,498.86- ***** 12/05 ***** 1,100 AMERICA SERVICE GROUP INC 17 1/4 18,975.00 ***** 12/04 ***** 14,530 AMERICA SERVICE GROUP INC 17.3570 252,197.21 1,000- AMERICA SERVICE GROUP INC 17 5/8 17,624.41- 4,000- AMERICA SERVICE GROUP INC 17.6831 70,730.04- ***** 12/03 ***** 14,000 AMERICA SERVICE GROUP INC 17 1/8 239,750.00 1,000- AMERICA SERVICE GROUP INC 17 1/4 17,249.42- 3,000- AMERICA SERVICE GROUP INC 17 1/4 51,748.27- 4,000- AMERICA SERVICE GROUP INC 17 1/4 68,997.70- 2,000- AMERICA SERVICE GROUP INC 17.4560 34,910.83- ***** 12/02 ***** 1,000 AMERICA SERVICE GROUP INC 17 7/8 17,875.00 4,000 AMERICA SERVICE GROUP INC 17.8730 71,492.00 108 AMERICA SERVICE GROUP INC 17 1/8 1,849.50 1,700 AMERICA SERVICE GROUP INC 17 28,900.00 5,000- AMERICA SERVICE GROUP INC 17.1006 85,500.14- 100- AMERICA SERVICE GROUP INC 17 1/8 1,712.44- ***** 12/01 ***** 20,000 AMERICA SERVICE GROUP INC 17.1250 342,500.00 -----END PRIVACY-ENHANCED MESSAGE-----