- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
2010年6月29日 - 10:34PM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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x
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Soliciting Material Pursuant to
§240.14a-12
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CORNELL
COMPANIES, INC.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying value
of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Cornell Companies, Inc.
AT THE COMPANY:
Charles Siegel, Vice President, Public Policy
(713) 623-0790
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CORNELL
COMPANIES, INC. SETS RECORD DATE FOR STOCKHOLDERS ENTITLED TO VOTE ON THE
MERGER WITH THE GEO GROUP INC.
Houston, Texas June 28,
2010
Cornell Companies, Inc. (NYSE: CRN) (Cornell), a private
provider of corrections, treatment and educational services outsourced by
federal, state and local government agencies, announced today that a record
date has been established for a special meeting of stockholders to consider and
vote upon a proposal to adopt the previously announced Agreement and Plan of
Merger between Cornell, The GEO Group, Inc. (GEO) and GEO Acquisition
III, Inc., pursuant to which Cornell will become a wholly owned subsidiary
of GEO.
Cornell stockholders of
record as of the close of business on July 2, 2010
,
will be entitled to notice of the special meeting and to vote at the special
meeting. The meeting date for the special meeting has not yet been
determined. Depending on when Cornell is
able to schedule the special meeting, Cornell may have to adjust the record
date to ensure that the record date is not more than sixty days prior to the
date of the special meeting, as required by Cornells by-laws and Delaware
law. The closing of the transaction
remains subject to GEO and Cornell stockholder approval, as well as other
customary closing conditions. GEO and Cornell expect that the transaction will
close in the third quarter of 2010.
About Cornell
Companies
Cornell Companies, Inc.
(www.cornellcompanies.com) is a leading private provider of corrections,
treatment and educational services outsourced by federal, state and local
governmental agencies. Cornell provides a diversified portfolio of services for
adults and juveniles, including incarceration and detention, transition from
incarceration, drug and alcohol treatment programs, behavioral rehabilitation
and treatment, and grades 3-12 alternative education in an environment of
dignity and respect, emphasizing community safety and rehabilitation in support
of public policy. At March 31, 2010, the Company had 68 facilities in 15
states and the District of Columbia and a total service capacity of 21,392.
Important
Additional Information About the Transaction
This press release may be deemed to
be solicitation material in respect of the proposed merger between GEO and
Cornell. The proposed transaction will be submitted to the respective
stockholders of GEO and Cornell for their consideration. In connection with the
proposed transaction, GEO has filed with the Securities and Exchange Commission
(the SEC) a registration statement on Form S-4, as amended, that
includes a preliminary joint proxy statement of GEO and Cornell and that also
constitutes a prospectus of GEO. The preliminary materials are subject to
review by the SEC and a definitive joint proxy statement/prospectus will
be filed following such review. The
respective stockholders of the companies are urged to read the definitive Joint
Proxy Statement/Prospectus when it becomes available and any other relevant
documents filed with the SEC, as well as any amendments or supplements to those
documents, because they will contain important information. You will be able to
obtain a free copy of the definitive Joint Proxy Statement/Prospectus, when
available, as well as other filings containing information about the Company at
the SECs Internet site (http://www.sec.gov). Copies of the definitive Joint
Proxy Statement/Prospectus and the SEC filings that will be incorporated by reference
in the Joint Proxy Statement/Prospectus can be obtained, when available, free
of charge, by directing a request to Pablo E. Paez, Director, Corporate
Relations, (561) 999-7306, One Park Place, Suite 700, 621 Northwest
53rd Street, Boca Raton, Florida.
Participants in
the Solicitation
GEO, Cornell and their respective
directors and executive officers and other persons may be deemed to be
participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding GEOs directors and executive officers is
available in its Annual Report on Form 10-K for the year ended
January 3, 2010, which was filed with the SEC on February 22, 2010,
and its proxy statement for its 2010 annual meeting of stockholders, which was
filed with the SEC on March 24, 2010, and information regarding Cornells
directors and executive officers is available in Cornells Annual Report on Form 10-K,
for the year ended December 31, 2009, which was filed with the SEC on
February 26, 2010 and its Form 10-K/A, which was filed with the SEC
on April 30, 2010. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the definitive Joint Proxy
Statement/Prospectus and other relevant materials to be filed with the SEC when
they become available. You may obtain free copies of these documents as
described in the preceding paragraph.
Cornell (NYSE:CRN)
過去 株価チャート
から 6 2024 まで 7 2024
Cornell (NYSE:CRN)
過去 株価チャート
から 7 2023 まで 7 2024