The GEO Group, Inc.
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): September 30, 2005
(Exact Name of Registrant as Specified in its Charter)
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Florida
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1-14260
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65-0043078 |
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Identification No.) |
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621 NW 53rd Street, Suite 700, Boca Raton, Florida
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33487 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(Registrants Telephone Number, Including Area Code) (561) 893-0101
(Former Name or Former Address, if Changed since Last Report)
Check the appropriate box
below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o 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))
Section 1 Registrants Business and Operations
Item 1.02 Termination of a Material Definitive Agreement.
On September 30, 2005, The GEO Group, Inc. (GEO) was informed that the Governor of the State of
Michigan announced her decision to close GEOs 480-bed Michigan Youth Correctional Facility in
Baldwin, Michigan (the Facility). As a result of the closure of the Facility, GEOs management
contract (the Contract) with the Michigan Department of Corrections to
operate the Facility has been terminated. GEO and the State have agreed that the Facilitys
operations will remain funded through October 14, 2005, when all inmates will have been transferred
from the Facility to other prisons in the State of Michigan.
GEO also leases the Facility to the State of Michigan under a separate lease agreement (the
Lease). On October 3, 2005, GEO received a written notice from the State that it intends to
terminate the Lease within 60 days. GEO believes that this termination is improper under the terms
of the Lease and plans to initiate litigation challenging the
termination in the near future.
Following the termination of the Contract and the purported termination of the Lease, GEO issued a
press release (the Press Release) relating to the closure of the Facility.
In the Press Release, GEO revised its earnings guidance downward for the remainder of fiscal year
2005 and for the full fiscal year 2006. The revised guidance in the
Press Release assumes the termination of the Lease in 60 days, a
matter which GEO intends to dispute. The Press Release is incorporated herein by reference and
is attached hereto as Exhibit 99.1.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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99.1 |
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Press Release, dated September 30, 2005, announcing the discontinuation of GEOs
Michigan Youth Correctional Facility Operations Contract |
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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.
Dated: October 6, 2005
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The GEO Group, Inc.
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/s/
John G. ORourke
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Name: |
John G. ORourke |
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Title: |
Senior Vice President and Chief
Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press Release, dated September 30, 2005, announcing the
discontinuation of GEOs Michigan Youth Correctional Facility
Operations Contract |
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Press Release
EXHIBIT 99.1
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Press Release
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Source: The GEO Group, Inc. |
The GEO Group, Inc. Announces Discontinuation of its
Michigan Youth Correctional Facility Operations Contract
Friday September 30, 4:57 pm ET
BOCA RATON, Fla., Sept. 30 /PRNewswire-FirstCall/ The GEO Group, Inc. (NYSE: GGI News; GEO)
was informed today that the Governor of the State of Michigan announced her decision to close GEOs
480-bed Michigan Youth Correctional Facility (the Facility). The Michigan Department of
Corrections will transfer the youthful offenders currently housed at the Facility to other prisons
in the state of Michigan beginning next week. GEO and the state have agreed that the Facilitys
operations will remain funded through October 14, 2005, when all inmates will have been transferred
from the Facility.
George C. Zoley, Chairman and Chief Executive Officer of GEO, said, On behalf of our employees and
the entire Lake County community, we are deeply disappointed in the Governors decision. We believe
that this is the wrong decision for the state of Michigan, the Lake County and Baldwin community,
the local schools, and the dedicated employees and their families who are economically dependent on
this critically needed facility. The decision by Michigans Governor to close this Facility runs
contrary to what other states have recognized with respect to the important contributions that
private corrections make to a states correctional system, as evidenced by our recent awards in the
States of Florida and Indiana.
As a result of the discontinuation of the Facilitys operations and a likely dispute with respect
to the continuation of the Facility lease, GEO is adjusting its guidance for the fourth quarter of
2005 and the full year of 2006, including the impact of the proposed acquisition of Correctional
Services Corporation, as follows: fourth quarter 2005 revenue range: $167 million to $174 million;
fourth quarter 2005 earnings per share range: $0.31 to $0.34; 2006 revenue range: $725 million to
$745 million; 2006 earnings per share range: $1.70 to $1.80. GEO is in the process of determining
whether an impairment charge related to the closing of the Michigan Youth Correctional Facility is
required and, if so, the appropriate timing of that charge.
The GEO Group, Inc. (GEO) is a world leader in the delivery of correctional and detention
management, health and mental health, and other diversified 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 Canada with contracts and awards to manage 42 facilities with a total
design capacity of approximately 40,000 beds.
This press release contains forward-looking statements regarding future events and future
performance of GEO that involve risks and uncertainties that could materially affect actual
results, including statements regarding estimated earnings, revenues and costs and
our ability to maintain growth and strengthen contract relationships. Factors that could cause
actual results to vary from current expectations and forward-looking statements contained in this
press release include, but are not limited to: (1) GEOs ability to successfully pursue further
growth and continue to enhance shareholder value; (2) GEOs ability to access the capital markets
in the future on satisfactory terms or at all; (3) risks associated with GEOs ability to control
operating costs associated with contract start-ups; (4) GEOs ability to timely open facilities as
planned, profitably manage such facilities and successfully integrate such facilities into GEOs
operations without substantial costs; (5) GEOs ability to win management contracts for which it
has submitted proposals and to retain existing management contracts; (6) GEOs ability to obtain
future financing on acceptable terms; (7) GEOs ability to sustain company- wide occupancy rates at
its facilities; and (8) other factors contained in GEOs Securities and Exchange Commission
filings, including the forms 10-K, 10-Q and 8-K reports.
Source: The GEO Group, Inc.