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As filed with the Securities and Exchange Commission on November 24, 1999.
UNITED STATES
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
November 12, 1999
Date of Report (Date of earliest event reported)
CORNELL CORRECTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-14472 76-0433642
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1700 WEST LOOP SOUTH, SUITE 1500
HOUSTON, TEXAS 77027
(Address of Principal Executive Offices) (Zip Code)
(713) 623-0790
(Registrant's telephone number,
including area code)
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<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 12, 1999, Cornell Corrections, Inc., a Delaware corporation
(the "Company"), acquired substantially all of the adult and juvenile treatment,
educational and correctional assets of Interventions, a not-for-profit
corporation headquartered in Chicago, Illinois, and certain assets of BHS
Consulting Corporation, a for-profit firm that provides management services to
Interventions (the "Acquisition"). The Company paid an aggregate purchase price
of approximately $32.0 million, including transaction costs. The Company
financed the Acquisition with borrowings under the Company's $50.0 million
Subordinated Bridge Loan Agreement with ING (U.S.) Capital LLC. The Acquisition
is being treated as a purchase for accounting purposes.
The Acquisition included (i) more than 30 programs operated within
thirteen facilities throughout Illinois serving a daily population of
approximately 1,870 offenders and (ii) the real properties of seven facilities.
The Company is not required to file financial statements with respect to
the Acquisition.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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1 Asset Purchase Agreement by and among the Company and Interventions and
IDDRS Foundation dated May 10, 1999 (incorporated by reference to Exhibit
10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999).
2 Extension of Asset Purchase Agreement by and among the Company and
Interventions and IDDRS Foundation dated September 30, 1999 (incorporated
by reference to Exhibit 10.3 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999).
3 Asset Purchase Agreement by and among BHS Consulting Corp., its
Shareholders and the Company dated May 10, 1999 (incorporated by reference
to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999).
4 Extension of Asset Purchase Agreement by and among BHS Consulting Corp.,
its Shareholders and the Company dated September 30, 1999 (incorporated by
reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1999).
5 Amendment to Asset Purchase Agreement by and among BHS Consulting Corp.,
its Shareholders and the Company dated November 12, 1999 (incorporated by
reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1999).
6 Press release dated November 15, 1999.
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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: November 24, 1999 CORNELL CORRECTIONS, INC.
By: /s/ JOHN L. HENDRIX
John L. Hendrix
Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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1 Asset Purchase Agreement by and among the Company and Interventions and
IDDRS Foundation dated May 10, 1999 (incorporated by reference to Exhibit
10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999).
2 Extension of Asset Purchase Agreement by and among the Company and
Interventions and IDDRS Foundation dated September 30, 1999 (incorporated
by reference to Exhibit 10.3 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999).
3 Asset Purchase Agreement by and among BHS Consulting Corp., its
Shareholders and the Company dated May 10, 1999 (incorporated by reference
to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999).
4 Extension of Asset Purchase Agreement by and among BHS Consulting Corp.,
its Shareholders and the Company dated September 30, 1999 (incorporated by
reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1999).
5 Amendment to Asset Purchase Agreement by and among BHS Consulting Corp.,
its Shareholders and the Company dated November 12, 1999 (incorporated by
reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1999).
6 Press release dated November 15, 1999.
EXHIBIT 6
Contact: John L. Hendrix
Chief Financial Officer
(713) 623-0790
FOR IMMEDIATE RELEASE
CORNELL COMPANIES COMPLETES ACQUISITION OF INTERVENTIONS
HOUSTON, TEXAS - NOVEMBER 15, 1999 - CORNELL COMPANIES, INC. (NYSE:CRN)
announced today that it has completed the acquisition of substantially all of
the adult and juvenile treatment, educational and correctional assets of
Interventions, a not-for-profit corporation, headquartered in Chicago, Illinois,
and certain assets of BHS Consulting Corporation (BHS), a for-profit firm that
provides management services to Interventions. Formed in 1974, Interventions has
grown to become one of the premier adult and juvenile treatment providers in the
State of Illinois. The acquired assets include over 30 programs operated within
13 facilities throughout the state serving a daily population of approximately
1,870 offenders, and generating annual revenues in excess of $21 million. The
acquired assets include Cornell's ownership of seven residential facilities.
Steven W. Logan, Chief Executive Officer and President, stated, "We are excited
to add the programs and assets of a blue-chip, 25-year-old company like
Interventions to our diverse portfolio of programs. This acquisition is
consistent with our prior proven methodology of acquiring a leading, well-known
provider in a strategic new state that also owns substantial real estate
holdings. Since Interventions' programs are very similar to our existing adult
and juvenile programs, we expect the related integration to progress smoothly."
Cornell (www.cornellcompanies.com) has contracts to operate 68 facilities with a
total offender capacity of 14,813. Cornell's facilities are located in 13 states
and the District of Columbia.
Cornell Companies, a Houston, Texas-based firm, is one of the leading providers
of privatized correctional, detention and pre-release services in the United
States. The Company provides integrated facility development, design,
construction, and operational services to governmental agencies within three
divisions: (i) secure institutional, (ii) juvenile and (iii) pre-release.
THIS PRESS RELEASE MAY CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS ARE BASED
ON CURRENT PLANS AND EXPECTATIONS OF CORNELL COMPANIES, INC. AND INVOLVE RISKS
AND UNCERTAINTIES THAT COULD CAUSE ACTUAL FUTURE ACTIVITIES AND RESULTS OF
OPERATIONS TO BE MATERIALLY DIFFERENT FROM THOSE SET FORTH IN THE
FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER INCLUDE, AMONG OTHERS, (I) RISKS ASSOCIATED WITH ACQUISITIONS AND THE
INTEGRATION THEREOF (INCLUDING THE ABILITY TO ACHIEVE ADMINISTRATIVE AND
OPERATING COST SAVINGS AND ANTICIPATED SYNERGIES), (II) THE TIMING AND COSTS OF
EXPANSIONS OF EXISTING FACILITIES, (III) CHANGES IN GOVERNMENTAL POLICY TO
ELIMINATE OR DISCOURAGE THE PRIVATIZATION OF CORRECTIONAL, DETENTION AND
PRE-RELEASE SERVICES IN THE UNITED STATES, (IV) AVAILABILITY OF DEBT AND EQUITY
FINANCING ON TERMS THAT ARE FAVORABLE TO THE COMPANY, AND (V) FLUCTUATIONS IN
OPERATING RESULTS BECAUSE OF OCCUPANCY, COMPETITION (INCLUDING COMPETITION FROM
TWO COMPETITORS THAT ARE SUBSTANTIALLY LARGER THAN THE COMPANY), AND RISKS OF
OPERATIONS.
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