- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
2010年7月17日 - 4:55AM
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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THE GEO GROUP AND CORNELL
COMPANIES FILE DEFINITIVE JOINT
PROXY STATEMENT AND SCHEDULE SPECIAL STOCKHOLDER MEETINGS
Boca
Raton, Fla. July 16, 2010
The GEO Group (NYSE:GEO) (GEO) and Cornell Companies (NYSE:CRN) announced
today the filing of a definitive joint proxy statement in connection with the
previously announced Agreement and Plan of Merger (the Merger Agreement)
between GEO, Cornell, and GEO Acquisition III, Inc., pursuant to which Cornell
will become a wholly owned subsidiary of GEO.
GEO
has scheduled a special meeting of GEO stockholders to consider and vote upon
the issuance of GEO common stock in connection with the transactions
contemplated by the Merger Agreement. The special meeting of GEO stockholders
will take place on Thursday, August 12, 2010 at 10:00 a.m. (Eastern Time) at
the
Boca Raton Resort & Club, 501 East Camino Real, Boca Raton, Florida
33432. Cornell has scheduled a special meeting of Cornell stockholders to
consider and adopt the Merger Agreement
.
The special meeting of Cornell
stockholders will take place on Thursday, August 12, 2010 at 10:00 a.m.
(Central Time) at the executive offices of Cornell located at 1700 West Loop
South, Suite 1500, Houston, Texas 77027.
GEO and Cornell stockholders of record as of the
close of business on July 2, 2010, will be entitled to notice of the respective
special meeting and to vote at the special meeting. The closing of the
transaction remains subject to GEO and Cornell stockholder approval, as well as
other customary closing conditions.
About The GEO Group
The GEO Group
(http://www.geogroup.com)
is
a world leader in the delivery of correctional, detention, and residential treatment services to federal,
state, and local government agencies around the globe. GEO offers a turnkey
approach that includes design, construction, financing, and operations. GEO
represents government clients in the United States, Australia, South Africa,
and the United Kingdom. GEOs worldwide operations include the management
and/or ownership of 62 correctional and residential treatment facilities with a
total design capacity of approximately 60,000 beds, including projects under
development.
About Cornell Companies
Cornell
Companies, Inc. (http://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 December 31, 2009, the Company had 68
facilities in 15 states and the District of Columbia and a total service
capacity of 21,392.
Contact
at GEO:
Pablo E. Paez, Director, Corporate Relations,
1-866-301-4436
Contact
at Cornell:
Charles Siegel, Vice President, Public Policy,
1-713-623-0790
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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 definitive joint proxy statement of GEO
and Cornell and that also constitutes a prospectus of GEO. The respective
stockholders of the companies are urged to read the definitive Joint Proxy
Statement/Prospectus 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 may obtain a free copy of the definitive
Joint Proxy Statement/Prospectus, as well as other filings containing
information about the Companies at the SECs Internet site
(http://www.sec.gov). Copies of the definitive Joint Proxy Statement/Prospectus
and the SEC filings that are incorporated by reference in the Joint Proxy
Statement/Prospectus can be obtained, free of charge, by directing a request to
Pablo E. Paez, Director, Corporate Relations, (561) 999-7306,
ppaez@geogroup.com, 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, are contained in the definitive Joint Proxy
Statement/Prospectus and other relevant materials filed with the SEC. You may
obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995, notwithstanding that such statements are not specifically identified.
In addition, certain statements may be contained in the future filings of GEO
and Cornell with the SEC, in press releases and in oral and written statements
made by or with the approval of GEO or Cornell, as applicable, that are not
statements of historical fact and constitute forward-looking statements within
the meaning of the Act. Forward-looking statements are typically identified by
words or phrases such as will, anticipate, estimate, expect, project,
intend, plan, believe, target, continue, remain, should, forecast,
and other words and terms of similar meaning. These forward-looking statements
involve a number of risks, uncertainties and assumptions which are difficult to
predict. GEO and Cornell caution readers that any forward-looking statement is
not a guarantee of future
3
performance and that actual results could
differ materially from those contained in the forward-looking statement.
Examples of forward-looking statements include, but are not limited to: (i)
statements about the benefits of the proposed merger between GEO and Cornell,
including future financial and operating results, cost savings, enhanced
revenues and accretion to reported earnings that may be realized from the
merger; (ii) statements of plans, objectives and expectations of GEO and
Cornell or their managements or Boards of Directors, including the expected
timing of completion of the transaction; (iii) statements of future
economic performance; and (iv) statements of assumptions underlying such
statements and other statements that are not historical facts. Important
factors that could cause actual results to differ materially from those
indicated by such forward-looking statements include, but are not limited to:
(i) the failure of Cornells stockholders to approve the merger;
(ii) the failure of GEOs shareholders to approve the issuance of shares
of GEO common stock in connection with the merger; (iii) the risk that GEO
and Cornell may be unable to obtain any governmental and regulatory approvals
required for the merger, or that any required governmental and regulatory
approvals may delay the merger or result in the imposition of conditions that
could cause the parties to abandon the merger; (iv) the risk that a
condition to closing of the merger may not be satisfied; (v) the time
required to consummate the proposed merger; (vi) the risk that the
businesses will not be integrated successfully or that such integration may be
more difficult, time-consuming or costly than expected; (vii) the risk
that the expected increased revenues, EBITDA, net income, and free cash flow
may not be fully realized or may take longer to realize than expected;
(viii) revenues following the merger may be lower than expected;
(ix) the risk that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to realize than
expected; (x) material differences in the actual financial results of the
merger compared with expectations, including the full realization of
anticipated cost savings and revenue enhancements and the impact of the merger
on GEOs future earnings per share; (xi) disruption from the transaction
making it more difficult to maintain relationships with customers, employees or
suppliers; (xii) the focus of management on merger-related issues;
(xiii) local, regional, national and international economic conditions and
the impact they may have on GEO and Cornell and their customers and GEOs and
Cornells assessment of that impact; (xiv) GEOs common stock price
volatility; (xv) legislation affecting the correctional industry as a
whole, and/or GEO and Cornell and their subsidiaries individually or collectively;
(xvi) containing costs and expenses; (xvii) governmental and public
policy changes; (xviii) the outcome of any pending and future litigation
and governmental proceedings; and (xix) continued availability of financing.
Additional factors that could cause GEOs or Cornells results to differ
materially from those described in the forward-looking statements can be found
in GEOs and Cornells respective Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. All
subsequent written and oral forward-looking statements concerning the proposed
transaction or other matters and attributable to GEO or Cornell or any person
acting on their behalf are expressly qualified in their entirety by the cautionary
statements referenced above. Each forward-looking statement speaks only as of
the date of the particular statement and neither GEO nor Cornell undertake any
obligation to publicly update any forward-looking statement to reflect events
or circumstances after the date on which such statement is made, or to reflect
the occurrence of unanticipated events.
###
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