-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TyMdJUo6w2XX/kiwttj9Ai2mF1KQPvCsEM4fefk4gMBq/1stAnE4E5iNsyjSl5So 4PCs+gvvgc/UAyzD11rQsw== 0000950144-03-011842.txt : 20031027 0000950144-03-011842.hdr.sgml : 20031027 20031027171617 ACCESSION NUMBER: 0000950144-03-011842 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031021 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WACKENHUT CORRECTIONS CORP CENTRAL INDEX KEY: 0000923796 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 650043078 STATE OF INCORPORATION: FL FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24438 FILM NUMBER: 03959110 BUSINESS ADDRESS: STREET 1: 621 NW 53RD STREET STREET 2: SUITE 700 CITY: BOCA RATON STATE: FL ZIP: 33487 BUSINESS PHONE: 561-893-0101 MAIL ADDRESS: STREET 1: 621 NW 53RD STREET STREET 2: SUITE 700 CITY: BOCA RATON STATE: FL ZIP: 33487 8-K 1 g85438e8vk.htm WACKENHUT CORRECTIONS CORPORATION Wackenhut Corrections Corporation
 



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): October 21, 2003

WACKENHUT CORRECTIONS CORPORATION


(Exact Name of Registrant as Specified in its Charter)
         
Florida   1-14260   65-0043078

 
 
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
     
621 NW 53rd Street, Suite 700, Boca Raton, FL 33487   33487

 
(Address of Principal Executive Offices)   (Zip Code)

(Registrant’s Telephone Number, Including Area Code) (561) 893-0101


Not Applicable


(Former Name or Former Address, if Changed since Last Report)



 


 

Item 5. Other Events and Required FD Disclosure

     On October 21, 2003, Wackenhut Corrections Corporation (“WCC”) announced that its Board of Directors has called a special meeting of its shareholders for November 18, 2003. At the meeting, shareholders will be asked to approve a change in the corporate name of WCC from “Wackenhut Corrections Corporation” to “The Geo Group, Inc.” The name change is required under the terms of a share purchase agreement signed by WCC on April 30, 2003 (the “Agreement”), pursuant to which WCC repurchased all 12,000,000 shares of common stock held by Group 4 Falck A/S, its former majority shareholder, for $132.0 million in cash. The share repurchase was completed on July 9, 2003. Under the terms of the Agreement, WCC is required to cease using the name, trademark and service mark “Wackenhut” by July 9, 2004.

     Proxy materials for the special meeting began being mailed to shareholders of WCC on October 21, 2003. Shareholders of record of WCC as of the close of business on October 14, 2003 will be entitled to notice of, and to vote at, the special meeting. WCC’s press release issued in connection with the announcement of the special meeting and the name change is filed with this report as Exhibit 99.1 and is incorporated herein by reference.

     WCC is including the following cautionary statement in this Form 8-K to make applicable and take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statement made by, or on behalf of, WCC. This Form 8-K Report contains forward-looking statements regarding future events and the future performance of WCC that involve risks and uncertainties that could materially affect actual results. Investors should refer to documents that WCC files from time to time with the Securities and Exchange Commission for a description of certain factors that could cause actual results to vary from current expectations and forward-looking statements contained in this Form 8-K Report. Such factors include, but are not limited to: (1) WCC’s ability to access the capital markets in the future on satisfactory terms or at all; (2) risks associated with WCC’s ability to control operating costs associated with contract start-ups; (3) WCC’s ability to timely open facilities as planned, profitably manage such facilities and successfully integrate such facilities into WCC’s operations without substantial costs; (4) WCC’s ability to win management contracts for which it has submitted proposals and to retain existing management contracts; (5) WCC’s ability to obtain future financing on acceptable terms; (6) WCC’s ability to sustain company-wide occupancy rates at its facilities; and (7) other factors contained in WCC’s Securities and Exchange Commission filings, including the forms 10-K, 10-Q and 8-K reports.

2


 

Item 7. Financial Statements And Exhibits

     (c)  Exhibits.

     
Exhibit No.   Description

 
99.1   Press Release dated October 21, 2003

3


 

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.

     
    WACKENHUT CORRECTIONS CORPORATION
 
 
October 27, 2003   By: /s/ John G. O’Rourke

 
Date   John G. O’Rourke
Senior Vice President – Finance and Chief Financial Officer
(Principal Financial Officer and duly authorized signatory)

4


 

EXHIBIT INDEX

     
Exhibit No.   Description

 
99.1   Press Release dated October 21, 2003

5 EX-99.1 3 g85438exv99w1.htm PRESS RELEASE DATED OCTOBER 21, 2003 Press Release dated October 21, 2003

 

EXHIBIT 99.1

Logo

NEWS RELEASE


One Park Place, 621 NW 53rd Street, Suite 700, Boca Raton, FL 33487

CR-03-27

WACKENHUT CORRECTIONS CORPORATION
CALLS SPECIAL SHAREHOLDERS’ MEETING TO APPROVE
PROPOSED NAME CHANGE

Boca Raton, Fla. – October 21, 2003 Wackenhut Corrections Corporation (NYSE: WHC) (“WCC”) announced today that its Board of Directors has called a special meeting of its shareholders for November 18, 2003. At the meeting, shareholders will be asked to approve a change in the corporate name of WCC from “Wackenhut Corrections Corporation” to “The Geo Group, Inc.” The name change is required under the terms of a share purchase agreement signed by WCC on April 30, 2003, pursuant to which WCC repurchased all 12,000,000 shares of common stock held by Group 4 Falck A/S, its former majority shareholder, for $132.0 million in cash. The share repurchase was completed on July 9, 2003. Under the terms of the share purchase agreement, WCC is required to cease using the name, trademark and service mark “Wackenhut” by July 9, 2004.

Proxy materials for the special meeting will begin being mailed to shareholders today. Shareholders of record as of the close of business on October 14, 2003 will be entitled to notice of, and to vote at, the special meeting.

WCC is a world leader in the delivery of correctional and detention management, health and mental health services to federal, state and local government agencies around the globe. WCC offers a turnkey approach that includes design, construction, financing and operations. The Company represents government clients in the United States, Australia, South Africa, New Zealand, and Canada servicing 49 facilities with a total design capacity of approximately 36,000 beds.

This press release contains forward-looking statements regarding future events and future performance of the Company 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) WCC’s ability to access the capital markets in the future on satisfactory terms or at all; (2) risks associated with WCC’s ability to control operating costs associated with contract start-ups; (3) WCC’s ability to timely open facilities as planned, profitably manage such facilities and successfully integrate such facilities into WCC’s operations without substantial costs; (4) WCC’s ability to win management contracts for which it has submitted proposals and to retain existing management contracts; (5) WCC’s ability to obtain future financing on acceptable terms; (6) WCC’s ability to sustain company-wide occupancy rates at its facilities; and (7) other factors contained in WCC’s Securities and Exchange Commission filings, including the forms 10-K, 10-Q and 8-K reports.

-End-


Contact: Pablo E. Paez (561) 999-7306   www.wcc-corrections.com

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