- Current report filing (8-K)
August 06 2010 - 5:28PM
Edgar (US Regulatory)
UNITED STATES
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
Date of Report (Date of earliest event reported):
August 6, 2010
Cornell Companies, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
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1-14472
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76-0433642
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1700 West Loop South,
Suite 1500
Houston, Texas 77027
(Address of principal executive offices) (Zip Code)
(713) 623-0790
(Registrants telephone number, including area
code)
Not Applicable
(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:
x
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
o
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.
On August 6,
2010, Cornell Companies, Inc. issued a press release announcing (i) the
anticipated date of the closing of its previously announced merger with The GEO
Group, Inc. and (ii) the anticipated value of the cash consideration per share of Cornell common
stock. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Important Additional Information About the Transaction
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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99.1
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Press release dated August 6, 2010.
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2
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.
Date:
August 6, 2010
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CORNELL
COMPANIES, INC.
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/s/ Cathryn L. Porter
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Name:
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Cathryn
L. Porter
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Title:
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Senior
Vice President, General Counsel and
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Corporate
Secretary
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EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Press release dated August 6, 2010.
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