Item 4.01. Changes in Registrant's Certifying Accountant.
The Audit Committee of the Board of Directors (the "Audit Committee") of
America Service Group Inc. (the "Company") conducted a competitive process to
select a firm to serve as the Company's independent registered public accounting
firm for the fiscal year ending December 31, 2009. The Audit Committee invited
several firms to participate in this process, including Ernst & Young LLP
("E&Y"), the Company's independent registered public accounting firm for the
fiscal years ended December 31, 2008 and 2007.
As a result of this process and following careful deliberation, on June 10,
2009, the Audit Committee engaged Deloitte & Touche LLP ("Deloitte") as the
Company's independent registered public accounting firm for the fiscal year
ending December 31, 2009, and dismissed E&Y from that role on June 10, 2009.
E&Y's audit reports on the Company's consolidated financial statements as of
and for the fiscal years ended December 31, 2008 and 2007 did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2008 and 2007 and in the
subsequent interim period through June 10, 2009, there were no disagreements
between the Company and E&Y on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of E&Y, would have caused E&Y
to make reference to the subject matter of the disagreement in their reports
included in the Company's filings with the Securities and Exchange Commission
(the "SEC").
The Company provided E&Y with a copy of the disclosures it is making in this
Current Report on Form 8-K (the "Report") prior to the time the Report was filed
with the SEC. The Company requested that E&Y furnish a letter addressed to the
SEC stating whether or not it agrees with the statements made herein. A copy of
E&Y's letter dated June 11, 2009, is attached as Exhibit 16.1 hereto.
During the fiscal years ended December 31, 2008 and 2007 and in the
subsequent interim period through June 10, 2009, neither the Company, nor anyone
acting on its behalf, consulted with Deloitte on any matters or events set forth
in Item 304(a)(2) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
16.1 Letter of Ernst & Young LLP dated June 11, 2009.
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: June 12, 2009 By: /s/ Michael W. Taylor
Michael W. Taylor
Executive Vice President and Chief
Financial Officer