- Amended Statement of Beneficial Ownership (SC 13D/A)
28 Abril 2010 - 7:04AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Amendment
No. 8
Under the
Securities Exchange Act of 1934
Common
Stock, $0.001 par value
(Title of
Class of Securities)
(CUSIP
Number)
Wynnefield
Partners Small Cap Value, L.P.
450
Seventh Avenue, Suite 509
New York,
New York 10123
Attention:
Mr. Nelson Obus
Copy
to:
Jeffrey
S. Tullman, Esq.
Kane
Kessler, P.C.
1350
Avenue of the Americas, 26
th
Floor
New York,
New York 10019
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
(Date of
Event which requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box
o
.
SCHEDULE
13D/A
|
CUSIP
No. 219141108
|
Page 2
of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield
Partners Small Cap Value, L.P.
13-3688497
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(E)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
576,200
(see Item 5)
|
|
8
|
SHARED
VOTING POWER
0
(See Item 5)
|
|
9
|
SOLE DISPOSITIVE
POWER
576,200
(see Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
(See Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
576,200
(see Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
|
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
SCHEDULE
13D/A
|
CUSIP
No. 219141108
|
Page 3
of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield
Small Cap Value Offshore Fund, Ltd.
(No
IRS Identification No.)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(E)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
797,600
(see Item 5)
|
|
8
|
SHARED
VOTING POWER
0
(see Item 5)
|
|
9
|
SOLE DISPOSITIVE
POWER
797,600
(see Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
(see Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
797,600
(see Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
|
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
SCHEDULE
13D/A
|
CUSIP
No. 219141108
|
Page 4
of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield
Partners Small Cap Value L.P. I
13-3953291
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(E)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
624,319 (see
Item 5)
|
|
8
|
SHARED
VOTING POWER
0
(see Item 5)
|
|
9
|
SOLE DISPOSITIVE
POWER
624,319 (see
Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
(see Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
624,319 (see
Item 5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
SCHEDULE
13D/A
|
CUSIP
No. 219141108
|
Page 5
of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Channel
Partnership II, L.P.
22-3215653
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(E)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
30,800
(see Item 5)
|
|
8
|
SHARED
VOTING POWER
0
(see Item 5)
|
|
9
|
SOLE DISPOSITIVE
POWER
30,800
(see Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
(see Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,800
(see Item 5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
SCHEDULE
13D/A
|
CUSIP
No. 219141108
|
Page 6
of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield
Capital Management, LLC
13-4018186
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(E)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
1,200,519 (see
Item 5)
|
|
8
|
SHARED
VOTING POWER
0
(see Item 5)
|
|
9
|
SOLE DISPOSITIVE
POWER
1,200,519 (see
Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
(see Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,519 (see
Item 5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8%
|
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
SCHEDULE
13D/A
|
CUSIP
No. 219141108
|
Page 7
of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield
Capital, Inc.
13-3688495
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
N/A
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(E)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
797,600
(see Item 5)
|
|
8
|
SHARED
VOTING POWER
0
(see Item 5)
|
|
9
|
SOLE DISPOSITIVE
POWER
797,600
(see Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
(see Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
797,600
(see Item 5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
|
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
SCHEDULE
13D/A
|
CUSIP
No. 219141108
|
Page 8
of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nelson
Obus
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
N/A
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(E)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
30,800
(see Item 5)
|
|
8
|
SHARED
VOTING POWER
1,998,119
(see Item 5)
|
|
9
|
SOLE DISPOSITIVE
POWER
30,800
(see Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
1,998,119
(see Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,998,119
(see Item 5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
SCHEDULE
13D/A
|
CUSIP
No. 219141108
|
Page 9
of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua
Landes
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
N/A
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(E)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
0
(see Item 5)
|
|
8
|
SHARED
VOTING POWER
1,998,119
(see Item 5)
|
|
9
|
SOLE DISPOSITIVE
POWER
0
(see Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
1,998,119
(see Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,998,119
(see Item 5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
SCHEDULE
13D/A
|
CUSIP
No. 219141108
|
Page 10
of 11 Pages
|
This
Amendment No. 8 (the “Amendment”) amends the Statement of Beneficial
Ownership on Schedule 13D originally filed with the Securities and Exchange
Commission on December 6, 2006 and as further amended by Amendment No.1 filed on
January 17, 2007, Amendment No. 2 filed on January 19, 2007, Amendment No.3
filed on March 15, 2007, Amendment No. 4 filed on April 3, 2007, Amendment
No. 5 filed on December 16, 2008, Amendment No. 6 filed on March 11,
2009 and Amendment No. 7 filed on November 17, 2009 (as so amended, the
“Schedule 13D”), by the Wynnefield Reporting Persons (as defined in the
Schedule 13D) with respect to shares of common stock, par value $0.001 (the
“Common Shares”), of Cornell Companies, Inc. (the “Issuer”), whose principal
executive offices are located at 1700 West Loop South, Suite 1500, Houston,
Texas 77027. Unless specifically amended hereby, the disclosures set forth in
the Schedule 13D shall remain unchanged. Capitalized terms used but not
otherwise defined herein shall have the meanings set forth in the Schedule
13D.
Item
6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
Item 6 of
the Schedule 13D is hereby amended to include the following:
On April
18, 2010, the Wynnefield Reporting Persons and certain other stockholders of the
Issuer (collectively, the “Stockholders”) entered into a Voting Agreement with
The GEO Group, Inc., a Florida corporation (“GEO”), as a condition to GEO
entering into an Agreement and Plan of Merger on April 18, 2010 (the
“Merger Agreement”), with the Issuer, and GEO Acquisition III, Inc., a Delaware
corporation and wholly owned subsidiary of GEO.
Pursuant
to the Voting Agreement, the Stockholders agreed to vote any Common Shares
beneficially owned by them in favor of the adoption and approval of the terms of
the Merger Agreement, the Merger (as defined in the Merger Agreement) and the
other transactions contemplated by the Merger Agreement and any actions required
in furtherance thereof and vote against any alternative proposal, action,
transaction or agreement that would result in a breach of any covenant,
representation, warranty or other obligation or agreement of the Issuer set
forth in the Merger Agreement or of the Stockholders set forth in the Voting
Agreement. The Voting Agreement also provides that the Stockholders will not,
among other things, sell, pledge, encumber, transfer or otherwise dispose of, or
enter into any contract, option or other agreement with respect to the transfer
of, any Common Shares beneficially owned by them, grant any proxies with respect
to such shares or engage in any solicitations in violation of the Voting
Agreement.
Each of
the Wynnefield Reporting Persons hereby disclaims the beneficial ownership in
the Common Shares held by the other Stockholders. The filing of this Schedule
13D shall not be construed as an admission by any of the Wynnefield Reporting
Persons that a "group" exists, or that any of the Wynnefield Reporting Persons
is a beneficial owner of any securities other than those directly held by
them.
The
obligations and restrictions under the Voting Agreement will terminate upon
the earliest to occur of: (i) the termination of the Merger Agreement by
written consent of GEO and the Stockholders; (ii) the termination of the
Merger Agreement in accordance with its terms; and (iii) the date on which the
Merger becomes effective.
A copy of
the Voting Agreement is attached hereto as Exhibit 99.8 and incorporated herein
by reference.
The foregoing
summary description of the
Voting
Agreement is not
intended to be complete and is qualified in its entirety by the complete text of
the
Voting
Agreement.
Item
7. Material to be Filed as Exhibits.
Item 7
of the Schedule 13D is hereby amended to include the following:
The
description of the termination of the Voting Agreement described in Item 6 above
is incorporated herein by reference.
|
Exhibit
99.8.
|
Voting
Agreement dated as of April 18, 2010, by and among The GEO Group, Inc.,
the Wynnefield Reporting Persons, and the other stockholders listed on the
signature pages.
|
[Signature
Page Follows:]
SCHEDULE
13D/A
|
CUSIP
No. 219141108
|
Page 11
of 11 Pages
|
Signature
After reasonable inquiry and to the
best of my knowledge and belief, the undersigned each certifies that the
information set forth in this statement is true, complete and
correct.
Date: April
27, 2010
|
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Wynnefield Partners Small Cap
Value, L.P.
By: Wynnefield Capital Management, LLC, its General
Partner
|
|
|
|
|
|
|
|
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By:
|
/s/ Nelson
Obus
|
|
|
|
|
Nelson
Obus, Co-Managing Member
|
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Wynnefield Partners Small Cap
Value, L.P. I
By: Wynnefield Capital Management, LLC, its General
Partner
|
|
|
|
|
|
|
|
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By:
|
/s/ Nelson
Obus
|
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Nelson
Obus, Co-Managing Member
|
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Wynnefield Partners Small Cap
Value Offshore Fund, Ltd.
By: Wynnefield Capital, Inc., its Investment
Manager
|
|
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|
|
|
|
|
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By:
|
/s/ Nelson
Obus
|
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Nelson
Obus, President
|
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Wynnefield Capital Management,
LLC
|
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|
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By:
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/s/ Nelson
Obus
|
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Nelson
Obus, Co-Managing Member
|
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Wynnefield Capital,
Inc.
|
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By:
|
/s/ Nelson
Obus
|
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Nelson
Obus, President
|
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Channel Partnership II,
L.P.
|
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By:
|
/s/ Nelson
Obus
|
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Nelson
Obus, General Partner
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By:
|
/s/ Nelson
Obus
|
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Nelson
Obus, Individually
|
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By:
|
/s/ Joshua
H. Landes
|
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Joshua
H. Landes, Individually
|
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