- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
22 Julho 2010 - 6:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the
registrant
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Filed by a party other than the
registrant
o
Check the appropriate box:
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Preliminary
proxy statement
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Confidential,
for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
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Definitive
proxy statement
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Definitive
additional materials
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Soliciting
material pursuant to
Rule 14a-11(c)
or
Rule 14a-12
CORNELL COMPANIES, INC.
(Name of Registrant as Specified in
Its Charter)
Payment of filing fee (Check the appropriate box):
o
No
fee required.
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o
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Fee computed on the 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:
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(4)
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Proposed maximum aggregate value of transaction:
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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: $31,657
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(2)
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Form, schedule or registration statement no.: Form S-4
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(3)
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Filing party: The GEO Group Inc.
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(4)
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Date Filed: June 10, 2010
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SUPPLEMENT
TO THE JOINT PROXY STATEMENT/PROSPECTUS
FOR THE SPECIAL MEETINGS OF SHAREHOLDERS OF THE GEO GROUP,
INC.
AND STOCKHOLDERS OF CORNELL COMPANIES, INC.
TO BE HELD AUGUST 12, 2010
This is a supplement to the joint proxy statement/prospectus
relating to the special meeting of shareholders of The GEO
Group, Inc. (GEO) and the special meeting of
stockholders of Cornell Companies, Inc. (Cornell)
that was mailed to you on or about July 15, 2010 (the
joint proxy statement/prospectus). The special
meeting of GEO shareholders is being held to consider and vote
on the proposal to approve the GEO share issuance in connection
with the merger and the special meeting of Cornell stockholders
is being held to consider and vote on the proposal to adopt the
merger agreement.
The purpose of this supplement is to advise Cornell stockholders
that, notwithstanding the discussion in the joint proxy
statement/prospectus relating to election procedures, the
Cornell stockholders as of July 20, 2010 (the
Election Record Date) are eligible to complete and
submit an election form and letter of transmittal by the
election deadline of 5:00 p.m. on August 11, 2010 (the
Election Deadline). If you are a Cornell stockholder
and would like to request documents, please do so by
July 30, 2010 in order to receive the materials no later
than five business days before the Election Deadline. References
to the Election Record Date of July 2, 2010, the Election
Deadline of August 5, 2010, and to Cornell stockholders
requesting documents by July 23, 2010 in order to receive
the materials five business days before the Election Deadline in
the joint proxy statement/prospectus are amended and superseded
by this supplement.
GEO, GEO Acquisition III, Inc. and Cornell have executed an
amendment to the agreement and plan of merger, dated
July 22, 2010, to clarify that the record date for purposes
of determining eligibility to submit an election form and letter
of transmittal shall be July 20, 2010 or such other time
and date as GEO and Cornell shall agree.
GEO and Cornell are distributing this supplement to all GEO and
Cornell stockholders as of July 2, 2010, the record date
for determining the GEO shareholders eligible to vote on the
proposal to approve the GEO share issuance and Cornell
stockholders eligible to vote on the proposal to adopt the
merger agreement. You should read this supplement together with
the joint proxy statement/prospectus. Except as expressly stated
above, nothing contained in this supplement shall be deemed to
amend, modify or supplement the joint proxy statement/prospectus.
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George C. Zoley
Chairman of the Board of Directors and
Chief Executive Officer,
The GEO Group, Inc.
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James E. Hyman
Chairman of the Board of Directors,
Chief Executive Officer and President
Cornell Companies, Inc.
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Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the merger
described in this supplement or the joint proxy
statement/prospectus, or the GEO common stock to be issued
pursuant to the merger, or determined if this supplement or the
joint proxy statement/prospectus is accurate or adequate. Any
representation to the contrary is a criminal offense.
This joint proxy statement/prospectus supplement is dated
July 22, 2010 and is first being mailed or otherwise
delivered to GEO shareholders and Cornell stockholders on or
about July 22, 2010.
In connection with the proposed transaction involving GEO and
Cornell, GEO has filed with the Securities and Exchange
Commission (SEC) a registration statement on
Form S-4
containing a joint proxy statement/prospectus. The joint proxy
statement/prospectus was first mailed to shareholders of GEO and
stockholders of Cornell on or about July 15, 2010.
GEO
SHAREHOLDERS AND CORNELL STOCKHOLDERS ARE URGED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH
THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
GEO
shareholders and Cornell stockholders may obtain free copies of
the registration statement and the joint proxy
statement/prospectus and other documents filed with the SEC by
GEO and Cornell through the website maintained by the SEC at
www.sec.gov or as provided below.
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If you are a GEO shareholder:
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If you are a Cornell stockholder:
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Electronic:
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www.geogroup.com
Pablo E. Paez
Director, Corporate Relations
The GEO Group, Inc.
Phone: (866) 301-4436
E-mail: ppaez@geogroup.com
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Electronic:
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www.cornellcompanies.com
Charles Seigel
Vice President
Cornell Companies, Inc.
Phone: (888) 624-0816
Email: InvestorRelations@cornellcompanies.com
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By Mail:
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The GEO Group, Inc.
One Park Place, Suite 700
621 Northwest 53rd Street
Boca Raton, Florida 33487
Attention: Director, Corporate Relations
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By Mail:
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Cornell Companies, Inc.
1700 West Loop South,
Suite 1500
Houston, Texas 77027
Attention: Investor
Relations
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E-mail
Address:
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ppaez@geogroup.com
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E-mail Address:
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InvestorRelations@cornellcompanies.com
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By Telephone:
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(866) 301-4436
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By Telephone:
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(888) 624-0816
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