Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 3, 2011
March 3, 2011
America Service Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-19673 | 51-0332317 | ||
| (State or other | (Commission | (IRS Employer | ||
| jurisdiction | File Number) | Identification Number) | ||
| of incorporation) |
| 105 Westpark Drive, Suite 200, Brentwood, Tennessee | 37027 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (615) 373-3100
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| þ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
Beginning March 3, 2011, America Service Group, Inc. (the “Company”) distributed some or all
of the following materials, each of which is attached hereto and is incorporated by reference:
| • | Talking Points for Calls to Current Clients: Corrections Agency Leadership/Procurement; | ||
| • | Talking Points for Calls to Current Clients: Corrections Site Personnel; | ||
| • | Email to Clients: Corrections Agency Leadership/Procurement; | ||
| • | Letter to Current Clients: Corrections Agency Leadership/Procurement; | ||
| • | Talking Points for Calls to Prospective Clients: Corrections Agency Leadership/Procurement; | ||
| • | Frequently Asked Questions (FAQ) for Clients; | ||
| • | Script for Conference Calls with Key Managers; | ||
| • | Email Copy: Key Managers; | ||
| • | Employee FAQ’s; | ||
| • | Email from Corporate Contracting to National Business Partners; | ||
| • | Script for Phone Call from Corporate Contracting to National Business Partners; | ||
| • | Email from VPO/RM to Local/Regional Business Partners; | ||
| • | Script for Phone Call from VPO/RM to Local/Regional Business Partners; | ||
| • | Email to Lobbyist; | ||
| • | Script for Telephone Calls with Representatives of Labor Organizations; | ||
| • | Letter to be sent to Representatives of Labor Union Organizations; | ||
| • | Talking Points for Employee Meetings Conducted by RVPs and VPOs; and | ||
| • | Talking Points for Site Specific Staff Meetings Conducted by HSAs and DONs. |
Cautionary Statement
This press release contains “forward-looking” statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Statements in this release
that are not historical facts, including statements about America Service Group’s or management’s
beliefs and expectations, constitute
forward-looking statements and may be indicated by words or phrases such as “anticipates,”
“estimates,” “plans,” “expects,” “projects,” “should,” “will,” “believes” or “intends” and similar
words and phrases. Readers should not place undue reliance on such forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties. The material factors that
could cause actual results to differ materially from those expressed in forward-looking statements
include, without limitation, the following: (1) the inability to complete the merger in a timely
manner; (2) the inability to complete the merger due to the failure to obtain stockholder approval
or the failure to satisfy other conditions to completion of the merger, including expiration or
termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976;
(3) the occurrence of any event, change or other circumstance that could give rise to the
termination of the merger agreement; (4) the failure to obtain the necessary debt financing
arrangements set forth in the commitment letters received by Valitás in connection with the merger
agreement; (5) the impact of the substantial indebtedness incurred to finance the consummation of
the merger; (6) the possibility that competing offers will be made; (7) the effect of the
announcement of the transaction on America Service Group’s business relationships, operating
results and business generally, either before or after the consummation of the transaction; (8)
diversion of management’s attention from ongoing business concerns as a result of the pendency or
consummation of the Merger; and (9) general economic or business conditions and other factors.
Additional information on risk factors that may affect the business and financial results of
America Service Group can be found in America Service Group’s most recent Annual Report on Form
10-K and in the filings of America Service Group made from time to time with the SEC. America
Service Group undertakes no obligation to correct or update any forward-looking statements, whether
as a result of new information, future events or otherwise.
Additional Information and Where to Find It
In connection with the proposed merger, America Service Group will file with the SEC a proxy
statement with respect to the special meeting of stockholders that will be held to consider the
merger. When completed and filed, the definitive proxy statement and a form of proxy will be
mailed to the stockholders of America Service Group. BEFORE MAKING ANY VOTING DECISION, AMERICA
SERVICE GROUP’S STOCKHOLDERS ARE STRONGLY URGED TO READ THE PROXY STATEMENT REGARDING THE MERGER
CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT AMERICA SERVICE
GROUP AND THE PROPOSED MERGER. America Service Group’s stockholders will be able to obtain,
without charge, a copy of the proxy statement and other relevant documents filed with the SEC (in
each case, when available) from the SEC’s website at http://www.sec.gov. America Service Group’s
stockholders will also be able to obtain, without charge, a copy of the proxy statement and other
relevant documents (in each case, when available) by directing a request by mail or telephone to
America Service Group, Attn: Scott King, General Counsel, 105 Westpark Drive, Suite 200, Brentwood,
Tennessee, 37027, telephone: (615)373-3100, or from the investor relations section of America
Service Group’s website at www.asgr.com.
Proxy Solicitation
America Service Group and its directors and officers may be deemed to be participants in the
solicitation of proxies from America Service Group’s stockholders with respect to the proposed
merger. More detailed information regarding the identity of the potential participants, and their
direct or indirect interests, by securities holdings or otherwise, will be set forth in the proxy
statement and other materials to be filed with the SEC in connection with the proposed merger.
Information regarding America Service Group’s directors and executive officers and their ownership
of America Service Group’s common stock is also available in America Service Group’s definitive
proxy statement for its 2010 Annual Meeting of Stockholders filed with the SEC on April 28, 2010
and updated on May 28, 2010.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
| 99.1 | Talking Points for Calls to Current Clients: Corrections Agency Leadership/Procurement. | ||
| 99.2 | Talking Points for Calls to Current Clients: Corrections Site Personnel. | ||
| 99.3 | Email to Clients: Corrections Agency Leadership/Procurement. | ||
| 99.4 | Letter to Current Clients: Corrections Agency Leadership/Procurement. | ||
| 99.5 | Talking Points for Calls to Prospective Clients: Corrections Agency Leadership/Procurement. | ||
| 99.6 | Frequently Asked Questions (FAQ) for Clients. | ||
| 99.7 | Script for Conference Calls with Key Managers. | ||
| 99.8 | Email Copy: Key Managers. | ||
| 99.9 | Employee FAQ’s. | ||
| 99.10 | Email from Corporate Contracting to National Business Partners. | ||
| 99.11 | Script for Phone Call from Corporate Contracting to National Business Partners. | ||
| 99.12 | Email from VPO/RM to Local/Regional Business Partners. | ||
| 99.13 | Script for Phone Call from VPO/RM to Local/Regional Business Partners. | ||
| 99.14 | Email to Lobbyist. | ||
| 99.15 | Script for Telephone Calls with Representatives of Labor Organizations. | ||
| 99.16 | Letter to be sent to Representatives of Labor Union Organizations. | ||
| 99.17 | Talking Points for Employee Meetings Conducted by RVPs and VPOs. | ||
| 99.18 | Talking Points for Site Specific Staff Meetings Conducted by HSAs and DONs. |
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.
| AMERICA SERVICE GROUP INC. |
||||
| Date: March 3, 2011 | By: | /s/ Michael W. Taylor | ||
| Michael W. Taylor | ||||
| Executive Vice President and Chief Financial Officer |
||||
EXHIBIT INDEX
| Exhibit | ||
| Number | Description of Exhibits | |
99.1
|
Talking Points for Calls to Current Clients: Corrections Agenc Leadership/Procurement. | |
99.2
|
Talking Points for Calls to Current Clients: Corrections Site Personnel. | |
99.3
|
Email to Clients: Corrections Agency Leadership/Procurement. | |
99.4
|
Letter to Current Clients: Corrections Agency Leadership/Procurement. | |
99.5
|
Talking Points for Calls to Prospective Clients: Corrections Agency Leadership/Procurement. | |
99.6
|
Frequently Asked Questions (FAQ) for Clients. | |
99.7
|
Script for Conference Calls with Key Managers. | |
99.8
|
Email Copy: Key Managers. | |
99.9
|
Employee FAQ’s. | |
99.10
|
Email from Corporate Contracting to National Business Partners. | |
99.11
|
Script for Phone Call from Corporate Contracting to National Business Partners. | |
99.12
|
Email from VPO/RM to Local/Regional Business Partners. | |
99.13
|
Script for Phone Call from VPO/RM to Local/Regional Business Partners. | |
99.14
|
Email to Lobbyist. | |
99.15
|
Script for Telephone Calls with Representatives of Labor Organizations. | |
99.16
|
Letter to be sent to Representatives of Labor Union Organizations. | |
99.17
|
Talking Points for Employee Meetings Conducted by RVPs and VPOs. | |
99.18
|
Talking Points for Site Specific Staff Meetings Conducted by HSAs and DONs. |