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 þ
Filed by a party other than the registrant o
Check the appropriate box:
o Preliminary proxy statement
o Confidential, for Use of the Commission only (as permitted by Rule14a-6(e)(2))
o Definitive proxy statement
þ Definitive additional materials
o Soliciting material pursuant toRule 14a-11(c) orRule 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.
| o | Fee computed on the table below per Exchange ActRules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange ActRule 0-11: |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
þ Fee paid previously with preliminary materials.
| o | Check box if any part of the fee is offset as provided by Exchange ActRule 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. |
| (1) | Amount previously paid: $31,657 |
| (2) | Form, schedule or registration statement no.: Form S-4 |
| (3) | Filing party: The GEO Group Inc. |
| (4) | Date Filed: June 10, 2010 |
 |  |
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
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.
 George C. Zoley Chairman of the Board of Directors and Chief Executive Officer, The GEO Group, Inc. |  James E. Hyman Chairman of the Board of Directors, Chief Executive Officer and President Cornell Companies, Inc. |
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 onForm 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.
| If you are a GEO shareholder: | If you are a Cornell stockholder: | |||||
| Electronic: | www.geogroup.com Pablo E. Paez Director, Corporate Relations The GEO Group, Inc. Phone: (866) 301-4436 E-mail: ppaez@geogroup.com | Electronic: | www.cornellcompanies.com Charles Seigel Vice President Cornell Companies, Inc. Phone: (888) 624-0816 Email: InvestorRelations@cornellcompanies.com | |||
| By Mail: | The GEO Group, Inc. One Park Place, Suite 700 621 Northwest 53rd Street Boca Raton, Florida 33487 Attention: Director, Corporate Relations | By Mail: | Cornell Companies, Inc. 1700 West Loop South, Suite 1500 Houston, Texas 77027 Attention: Investor Relations | |||
E-mail Address: | ppaez@geogroup.com | E-mail Address: | InvestorRelations@cornellcompanies.com | |||
| By Telephone: | (866) 301-4436 | By Telephone: | (888) 624-0816 | |||