8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 5, 2009

THE GEO GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Florida

(State or Other Jurisdiction of Incorporation)

1-14260	65-0043078
(Commission File Number)	(IRS Employer Identification No.)

621 NW 53rd Street, Suite 700, Boca Raton, Florida	33487
(Address of Principal Executive Offices)	(Zip Code)

(561) 893-0101

(Registrant’s Telephone Number, Including Area Code)

N/A

(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 (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))

Item 8.01 — Other Events.

     On October 5, 2009, The GEO Group, Inc. (“GEO”) disclosed that it intends to offer $250,000,000 aggregate principal amount of senior notes due 2017 in a private offering, subject to market and other customary conditions. GEO intends to use the net proceeds from the offering to, among other things, fund the repurchase, redemption or other discharge of its 8¹/4% senior notes due 2013, for which it is conducting a tender offer, pay down indebtedness outstanding under its revolving credit facility and for general corporate purposes.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits

99.1	Press Release of GEO dated October 5, 2009
99.2	Press Release of GEO dated October 5, 2009

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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.

	THE GEO GROUP, INC.
October 5, 2009	By:	/s/ Brian R. Evans
Date		Brian R. Evans
		Senior Vice President and Chief Financial Officer (Principal Financial Officer and duly authorized signatory)

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EX-99.1

Exhibit 99.1

CR-09-24

THE GEO GROUP, INC. ANNOUNCES OFFERING
OF SENIOR UNSECURED NOTES DUE 2017

Boca Raton, Fla. — October 5, 2009 — The GEO Group (NYSE: GEO) (“GEO”) announced today that it intends to offer $250,000,000 aggregate principal amount of senior unsecured notes due 2017 (the “notes”) in a private offering, subject to market and other customary conditions.

GEO intends to use the net proceeds from this offering to, among other things, fund the repurchase, redemption or other discharge of its 8¹/4% senior notes due 2013, for which it is conducting a tender offer, pay down indebtedness outstanding under its revolving credit facility and for general corporate purposes.

The notes will be guaranteed by all of GEO’s restricted subsidiaries that guarantee its obligations under its senior credit facility.

The notes will be offered in the United States to only qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The notes will be offered outside the Untied States to non-U.S. persons pursuant to Regulation S under the Securities Act. The notes will not be registered under the Securities Act and will not be offered or sold in the United States without an applicable exemption from the registration requirements of the Securities Act.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This news 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 its 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 news release include, but are not limited to: (1) GEO’s ability to successfully pursue further growth and continue to enhance shareholder value; (2) GEO’s ability to access the capital markets in the future on satisfactory terms or at all; (3) risks associated with GEO’s ability to control operating costs associated with contract start-ups; (4) GEO’s ability to timely open facilities as planned, profitably manage such facilities and successfully integrate such facilities into GEO’s operations without substantial costs; (5) GEO’s ability to win management contracts for which it has submitted proposals and to retain existing management contracts; (6) GEO’s ability to obtain future financing on acceptable terms; (7) GEO’s ability to sustain company-wide occupancy rates at its facilities; and (8) other factors contained in GEO’s Securities and Exchange Commission filings, including the forms 10-K, 10-Q and 8-K reports.

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EX-99.2

Exhibit 99.2

CR-09-25

THE GEO GROUP, INC. COMMENCES TENDER
OFFER FOR 8.25% SENIOR NOTES DUE 2013

Boca Raton, Fla. — October 5, 2009 — The GEO Group, Inc. (NYSE:GEO) (“GEO”) announced today that it has commenced a cash tender offer for any and all of its $150,000,000 aggregate principal amount of 8.25% Senior Notes due 2013, CUSIP No. 36159RAA1 (the “Notes”). The tender offer will expire at 11:59 midnight, New York City time, on November 2, 2009, unless extended or earlier terminated (the “Expiration Date”).

Holders who validly tender their Notes prior to 5:00 p.m., New York City time, on October 19, 2009, unless extended or earlier terminated (the “Early Tender Date”), will be entitled to receive $1,030.00, payable in cash, for each $1,000 principal amount of Notes accepted for payment, which amount includes an early tender payment of $30.00 per $1,000 principal amount. Notes tendered on or prior to the Early Tender Date are expected to receive payment upon satisfaction or waiver of the conditions to the offer, which is expected to be on or about October 20, 2009.

Holders who validly tender their Notes after the Early Tender Date but on or prior to the Expiration Date will receive $1,000, payable in cash, for each $1,000 principal amount of Notes accepted for purchase. Notes tendered after the Early Tender Date but before the Expiration Date are expected to receive payment promptly following the expiration of the offer. The early acceptance and payment feature is at the option of GEO and the early acceptance date and final acceptance date could be the same date. Holders of Notes accepted for purchase will receive accrued and unpaid interest up to, but not including, the applicable payment date.

GEO intends to finance the tender offer with the net cash proceeds of a new notes offering. The closing of the tender offer will be conditioned, among other things, on GEO’s successful completion of a new notes offering. There is no minimum condition to the offer.

The terms and conditions of the tender offer are set forth in the Offer to Purchase dated October 5, 2009 (the “Offer to Purchase”). GEO may amend, extend or, subject to certain conditions, terminate the tender offer.

GEO has retained BofA Merrill Lynch, SunTrust Robinson Humphrey, Wells Fargo Securities, BNP Paribas and Barclays Capital as dealer managers in connection with the tender offer. Questions regarding the tender offer and requests for documents may be directed to BofA Merrill Lynch, Global Debt Advisory Services, at (888) 292-0070 (U.S. toll-free) and (980) 388-9217 (collect). Copies of the Offer to Purchase can also be obtained from the information agent, Global Bondholder Services Corporation at (866) 795-2200 (U.S. toll-free) and (212) 430-3774 (collect).

—More—

This news release shall not constitute an offer to purchase or a solicitation of an offer to purchase with respect to any securities. Any such offer or solicitation will be made only by means of the Offer to Purchase.

The GEO Group, Inc. (“GEO”) is a world leader in the delivery of correctional, detention, and residential treatment 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 the United Kingdom. GEO’s worldwide operations include the management and/or ownership of 64 correctional and residential treatment facilities with a total design capacity of approximately 61,000 beds, including projects under development.

This news 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 news release include, but are not limited to: (1) GEO’s ability to successfully pursue further growth and continue to enhance shareholder value; (2) GEO’s ability to access the capital markets in the future on satisfactory terms or at all; (3) risks associated with GEO’s ability to control operating costs associated with contract start-ups; (4) GEO’s ability to timely open facilities as planned, profitably manage such facilities and successfully integrate such facilities into GEO’s operations without substantial costs; (5) GEO’s ability to win management contracts for which it has submitted proposals and to retain existing management contracts; (6) GEO’s ability to obtain future financing on acceptable terms; (7) GEO’s ability to sustain company- wide occupancy rates at its facilities; and (8) other factors contained in GEO’s Securities and Exchange Commission filings, including the forms 10-K, 10-Q and 8-K reports.

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