<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 4, 1996
REGISTRATION NO. 333-______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
WACKENHUT CORRECTIONS
CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
FLORIDA 65-0043078
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
</TABLE>
4200 WACKENHUT DRIVE #100
PALM BEACH GARDENS, FLORIDA 33410-4243
(561) 622-5656
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
EMPLOYEES' 401(K) AND RETIREMENT PLAN
(Full Title of the Plan)
JAMES P. ROWAN, ESQ.
4200 WACKENHUT DRIVE #100
PALM BEACH GARDENS, FLORIDA 33410-4243
(561) 622-5656
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
---------------
COPIES OF ALL COMMUNICATIONS TO:
STEPHEN K. RODDENBERRY, ESQ.
AKERMAN, SENTERFITT & EIDSON, P.A.
SUNTRUST INTERNATIONAL CENTER
ONE S.E. 3RD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Proposed Maximum Proposed Maximum
Title of Amount to Offering Price Per Share Aggregate Offering Amount of
Securities to be Registered be Registered (1) Share Price (2) Registration Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series A Common Stock, par
value $.01 per share (3) 100,000 $18.00(2) $1,800,000 $545.45
Interests in the Employees'
401(k) and Retirement Plan (4) (4) (4) (4)
================================================================================================================
</TABLE>
<PAGE> 2
(1) This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the adjustment provisions of
the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457 under the Securities Act of 1933, as
amended (the "Securities Act"). The proposed Maximum Offering Price
is based on the average of the high and low prices of shares of Common
Stock as reported on the New York Stock Exchange on December 3, 1996
of $18.00 per share.
(3) Includes the aggregate number of shares purchased or purchasable with
employer or employee contributions under the Wackenhut Corrections
Corporation Employees' 401(k) and Retirement Plan during the next two
years.
(4) Pursuant to Rule 416(c) under the Securities Act, this Registration
Statement also covers an indeterminate amount of plan interests to be
offered pursuant to the Plans. In accordance with Rule 457(h)(2), no
separate fee calculation is made for plan interests.
Total Number of Sequentially Numbered Pages: ______
Exhibit Index on Sequentially Numbered Page: ______
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in Wackenhut Corrections
Corporation's 401(k) and Retirement Plan, as specified by Rule 428 (b) (1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
2
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(Not Required in Prospectus)
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Commission
are incorporated herein by reference.
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
(b) The Registrant's Quarterly Reports on Form 10-Q for
the thirteen weeks ended March 31, 1996, the thirteen
weeks ended June 30, 1996 and the thirteen weeks
ended September 30, 1996.
(c) The description of the Registrant's Common Stock
contained in the Company's Registration Statement on
Form 8-A filed with the Securities and Exchange
Commission on June 27, 1994, and any amendment or
report filed with the Commission for the purpose of
updating such description.
In addition, all documents filed by the Registrant with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, after the date of this Registration Statement and prior to
the termination of the offering shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of the
filing of such document with the Commission. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of the Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
superseded such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of the
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant, a Florida corporation, is empowered by Section
607.0850 of the Florida Business Corporation Act, subject to the procedures and
limitations stated therein, to indemnify any person who was or is a party to
any proceeding other than any action by, or in the right of, the Registrant, by
reason of the fact that he is or was a director, officer, employee, or agent of
the Registrant or is or was serving at the request of the Registrant as a
director,
3
<PAGE> 5
officer, employee, or agent of another corporation, partnership, joint venture,
trust or other enterprise against liability incurred in connection with such
proceeding, including any appeal thereof, if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 607.0850 also empowers a Florida corporation to indemnify any
person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer employee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof, if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable unless, and only to the
extent that, the court in which such proceeding was brought, or any other court
of competent jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper. To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any proceeding referred to above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith.
The indemnification and advancement of expenses provided pursuant to
Section 607.0850 are not exclusive, and a corporation may make any other or
further indemnification or advancement of expenses of any of its directors,
officers, employees or agents, under any bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
However, a director, officer, employee or agent is not entitled to
indemnification or advancement of expenses if a judgment or other final
adjudication establish that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute: (i) a violation of the
criminal law, unless the director, officer, employee or agent had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct was unlawful; (ii) a transaction from which the director, officer,
employee or agent derived an improper personal benefit; (iii) in the case of a
director, a circumstance under which the liability provisions of Section
607.0834 of the Florida Business Corporation Act, relating to a director's
liability for voting in favor of or assenting to an unlawful distribution, are
applicable; or (iv) willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.
The Registrant's bylaws provide that the Registrant shall indemnify
every person who was or is a party to or was threatened to be made a party to
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact he is or was a director, officer,
employee, or agent of the Registrant, or is or was serving at the request of
the Registrant as a director, officer, employee, agent or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses including attorney's fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him in
connection with such action, suit or proceeding, (except in such case involving
gross negligence or willful misconduct) in the performance of his duties to
the full extent permitted by applicable law. Such indemnification, in the
discretion of the Board of Directors, include advances of his expenses in
advance of final disposition subject to the provisions of applicable law. Such
right of indemnification shall not be exclusive of any right to which any
director, officer, employee, agent or controlling shareholder of the Registrant
may be entitled as a matter of law.
Under the Registrant's indemnification agreements with its officers
and directors it is obligated to indemnify each of its officers and directors
to the fullest extent permitted by law with respect to all liability and loss
suffered, and reasonable expense incurred, by such person, in any action, suit
or proceeding in which such person was or is made or threatened to be a part or
otherwise involved by reason of the fact that such person was a director or
officer of the
4
<PAGE> 6
Registrant. The Registrant is also obligated to pay the reasonable expense of
indemnified directors or officers in defending such proceeding if the
indemnified party agrees to repay all amounts advance should it be ultimately
determined that such person is not entitled to indemnification.
The Registrant maintains an insurance policy covering directors and
officers under which the insurer agrees to pay, subject to certain exclusions,
for any claim made against the directors and officers of the Registrant for a
wrongful act for which they may become legally obligated to pay or for which
the Registrant is required to indemnify its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are
as follows:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
4.1 -- Amended and Restated Articles of Incorporation of the Registrant,
as amended (incorporated by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form S-1 (Regis. No. 33-
79264)
4.2 -- Bylaws of the Registrant (incorporated by reference to Exhibit 3.2
of the Registrant's Registration Statement on Form S-1 (Regis. No.
33-79264)
4.3 -- Form of Common Stock Certificate
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- Wackenhut Corrections Corporation Employees' 401(k) and Retirement
Plan
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in opinion
filed as Exhibit 5.1)
24.1 -- Powers of Attorney -- included as part of the signature page
hereto
</TABLE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
5
<PAGE> 7
A. (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act.
(ii) To reflect in the Prospectus any
facts or events arising after the effective date of
the Registration Statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set fort in the Registration
Statement; and
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration Statement or
any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act,
and is, therefore unenforceable in the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by; such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy and as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
6
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Wackenhut Corrections Corporation, certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf the undersigned, thereunto duly authorized, in the City of Palm Beach
Gardens, State of Florida, on the 4th day of December, 1996.
WACKENHUT CORRECTIONS CORPORATION
By: /s/ GEORGE C. ZOLEY
---------------------------------------------
GEORGE C. ZOLEY
President, Chief Executive Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James P. Rowan and John G. O'Rourke, and
each of them, as true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities on December 4, 1996.
7
<PAGE> 9
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ GEORGE R. WACKENHUT Chairman of the Board and Director
------------------------------------------------
GEORGE R. WACKENHUT
/s/ GEORGE C. ZOLEY President, Chief Executive Officer and Director
------------------------------------------------ (Principal Executive Officer)
GEORGE C. ZOLEY
/s/ JOHN G. O'ROURKE Chief Financial Officer, Senior Vice President
------------------------------------------------ - Finance and Treasurer (Principal Financial
JOHN G. O'ROURKE Officer)
/s/ DAVID N.T. WATSON Controller (Principal Accounting Officer)
------------------------------------------------
DAVID N.T. WATSON
/s/ RICHARD R. WACKENHUT Director
------------------------------------------------
RICHARD R. WACKENHUT
/s/ NORMAN A. CARLSON Director
------------------------------------------------
NORMAN A. CARLSON
/s/ BENJAMIN R. CIVILETTI Director
------------------------------------------------
BENJAMIN R. CIVILETTI
/s/ MANUEL J. JUSTIZ Director
------------------------------------------------
MANUEL J. JUSTIZ
/s/ ANTHONY P. TRAVISONO Director
------------------------------------------------
ANTHONY P. TRAVISONO
</TABLE>
8
<PAGE> 10
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
------- ----------- -----------
<S> <C> <C>
4.1 -- Amended and Restated Articles of Incorporation of the
Registrant, as amended, (incorporated by reference to the
Registrant's Registration Statement on Form S-2 -- File
No. 333-03249) ---
4.2 -- Bylaws of the Registrant (incorporated by reference to
Exhibit 3.2 of the Registrant's Registration Statement on
Form S-1 (Regis. No. 33-79264) ---
4.3 -- Form of Common Stock Certificate.
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- Wackenhut Corrections Corporation Employees' 401(k) and
Retirement Plan
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included
in opinion filed as Exhibit 5.1)
24.1 -- Powers of Attorney -- included as part of the signature
page hereto ---
</TABLE>
9
<PAGE> 1
EXHIBIT 4.3
COMMON STOCK
INCORPORATED UNDER THE LAWS
OF THE STATE OF FLORIDA
THIS CERTIFICATE IS TRANSFERABLE
IN DALLAS, TEXAS
AND NEW YORK, NEW YORK
WACKENHUT CORRECTIONS CORPORATION
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF
ONE CENT EACH OF THE COMMON STOCK OF
Wackenhut Corrections Corporation, transferable on the books of the Corporation
by the holder hereof in person or by duly authorized attorney upon surrender of
this certificate properly endorsed. This certificate and the shares represented
hereby are issued and shall be held subject to all the provisions of the
Certificate of Incorporation of the Corporation (copies of which are on file
with the Transfer Agent) to all of which the holder by acceptance hereof
assents. This certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated
COUNTERSIGNED AND REGISTERED:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE SECRETARY PRESIDENT AND
CHIEF EXECUTIVE OFFICER
<PAGE> 2
WACKENHUT CORRECTIONS CORPORATION
THE CORPORATION WILL FURNISH, WITHOUT CHARGE, TO EACH STOCKHOLDER WHO
SO REQUESTS, THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND
THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS. SUCH REQUEST MAY BE MADE TO A TRANSFER AGENT OR THE SECRETARY OF THE
CORPORATION.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT___Custodian___
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with rights under Uniform
of survivorship and not as Gifts to Minors
tenants in common Act____________
(Suite)
Additional abbreviations may also be used thought not in the above list.
For value received, __________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
- -----------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
__________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated_____________________
NOTICE: X__________________________________
THE SIGNATURES TO THIS ASSIGN- (SIGNATURE)
MENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE X__________________________________
OF THE CERTIFICATE IN EVERY PAR- (SIGNATURE)
TICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE
WHATEVER.
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
"ELIGIBLE GUARANTOR INSTITUTION" AS DEFINED
IN RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE
ACT OF 1994, AS AMENDED.
---------------------------------------------
SIGNATURE(S) GUARANTEED BY:
<PAGE> 1
EXHIBIT 5.1
Akerman, Senterfitt & Eidson, P.A.
Attorneys at Law
SunTrust International Center
28th Floor
One S.E. Third Avenue
Miami, Florida 33131-1704
(305) 374-5600
Telecopy (305) 374-5095
December 4, 1996
Wackenhut Corrections Corporation
4200 Wackenhut Drive #100
Palm Beach Gardens, FL 33410-4243
Gentlemen:
We have acted as special counsel to Wackenhut Corrections Corporation,
a Florida corporation (the "Company") with respect to the filing by the Company
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, of a Registration Statement on Form S-8 (the "Registration
Statement") covering the issuance of up to 100,000 shares of the Company's
common stock, par value $.01 per share (the "Shares") pursuant to the Wackenhut
Corrections Corporation Employees' 401(k) and Retirement Plan (the "Plan").
Based on our review of the Articles of Incorporation of the Company,
as amended and restated, the Bylaws of the Company, the Plan and documents
related thereto, and such other documents and records as we have deemed
necessary and appropriate, we are of the opinion that the Shares, if and when
issued and paid for upon exercise of options pursuant to the Plan and related
documents, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion of counsel as Exhibit 5.1 to
the Registration Statement.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
/s/ Akerman, Senterfitt & Eidson, P.A.
<PAGE> 1
EXHIBIT 10.1
ADOPTION AGREEMENT
DREYFUS NONSTANDARDIZED
PROTOTYPE PROFIT SHARING PLAN AND TRUST
PLAN NUMBER 01002
IRS SERIAL NUMBER D362552A
The Employer named in Section I.A. below hereby establishes or restates a
Profit Sharing Plan ("Plan") and Trust, consisting of such sums as shall be
paid to the Trustee(s) under the Plan, the investments thereof and earnings
thereon. The terms of the Plan and Trust are set forth in this Adoption
Agreement and the applicable provisions of the Dreyfus Prototype Defined
Contribution Plan, Basic Plan Document No. 01, and the Dreyfus Trust Agreement,
both as amended from time to time, which are hereby adopted and incorporated
herein by reference.
I. BASIC PROVISIONS
<TABLE>
<S> <C> <C>
A. Employer's Name: WACKENHUT CORRECTIONS CORPORATION
Address: 4200 WACKENHUT DRIVE
PALM BEACH GARDENS, FLORIDA 33410-4243
B. Employer is a (X) corporation; ( ) S Corporation;
( ) partnership; ( ) sole proprietor;
( ) other: [....]
C. Employer's Tax ID Number: 65-0043078
D. Employer's fiscal year: Calendar Year
E. Plan Name: WACKENHUT CORRECTIONS CORPORATION EMPLOYEES' 401(K)
AND RETIREMENT PLAN
</TABLE>
<PAGE> 2
F. If this is a new Plan, the Effective Date of the Plan is:
If this is an amendment and restatement of an existing Plan,
enter the original Effective Date JANUARY 1, 1996. The
effective date of this amended Plan is JANUARY 1, 1996.
G. The Trustee shall be:
(X) The Dreyfus Trust Company
<PAGE> 3
<TABLE>
<S> <C> <C>
( ) Other: (Name) [....]
(Address) [....]
(Address) [....]
(Phone #) [....]
</TABLE>
H. The first Plan Year shall be JANUARY 1, 1996 through DECEMBER
31, 1996. Thereafter, the Plan Year shall mean the
12-consecutive-month period commencing on JANUARY 1 and ending
on DECEMBER 31.
I. Service with the following predecessor employer(s):
WACKENHUT OF NEVADA, INC.; AHTNA AGA SECURITY, INC.;
WACKENHUT EDUCATIONAL SERVICES, INC.; WACKENHUT HEALTH
SERVICES, INC.; WACKENHUT MONITORING SYSTEMS, INC.; WACKENHUT
SERVICES, INC.; WACKENHUT INTERNATIONAL, INC.; WACKENHUT
AIRLINE SERVICES, INC.; WACKENHUT SPORTS AUTHORITY, INC.;
WACKENHUT APPLIED TECHNOLOGIES CENTER, INC.; WACKENHUT OF
ALASKA, INC.; AMERICAN GUARD AND ALERT, INC.; THE WACKENHUT
CORPORATION; DELAWARE COUNTY, PENNSYLVANIA; EMERGENCY MEDICAL
SERVICES ASSOCIATES, INC.
Shall be credited for purposes of: [X] eligibility; [X]
vesting.
Note: Such Service must be credited if the adopting
Employer maintains the plan of the predecessor
employer.
J. The following employer(s) aggregated with the Employer under
Sections 414(b), (c), (m) or (o) of the Internal Revenue Code
("Code") shall be Participating Employers in the Plan: NONE
K. Are all employers aggregated with the Employer under Sections
414(b), (c), (m) or (o) of the Code participating in this
Plan?
( ) Yes (X) No
II. HOURS OF SERVICE
A. For Eligibility Purposes.
<PAGE> 4
Hours of Service under the Plan will be determined for all Employees
on the basis of the method selected below:
(X) On the basis of actual hours for which an Employee is paid or
entitled to payment.
( ) On the basis of days worked. An Employee will be credited
with ten (10) Hours of Service for any day such Employee would
be credited with at least one (1) Hour of Service during the
day under the Plan.
( ) On the basis of weeks worked. An Employee will be credited
with forty-five (45) Hours of Service for any week such
Employee would be credited with at least one (1) Hour of
Service during the week under the Plan.
( ) On the basis of semi-monthly payroll periods. An Employee
will be credited with ninety-five (95) Hours of Service for
any semi-monthly payroll period such Employee would be
credited with at least one (1) Hour of Service under the Plan.
( ) On the basis of months worked. An Employee will be credited
with one hundred ninety (190) Hours of Service for any month
such Employee would be credited with at least one (1) Hour of
Service under the Plan.
( ) On the basis of elapsed time.
B. For Vesting Purposes.
Hours of Service under the Plan will be determined for all Employees
on the basis of the method selected below:
(X) On the basis of actual hours for which an Employee is paid or
entitled to payment.
( ) On the basis of days worked. An Employee will be credited
with ten (10) Hours of Service for any day such Employee would
be credited with at least one (1) Hour of Service during the
day under the Plan.
<PAGE> 5
( ) On the basis of weeks worked. An Employee will be credited
with forty-five (45) Hours of Service for any week such
Employee would be credited with at least one (1) Hour of
Service during the week under the Plan.
( ) On the basis of semi-monthly payroll periods. An Employee
will be credited with ninety-five (95) Hours of Service for
any semi-monthly payroll period such Employee would be
credited with at least one (1) Hour of Service under the Plan.
<PAGE> 6
( ) On the basis of months worked. An Employee will be credited
with one hundred ninety (190) Hours of Service for any month
such Employee would be credited with at least one (1) Hour of
Service under the Plan.
( ) On the basis of elapsed time.
III. ELIGIBLE EMPLOYEES
All Employees shall be Eligible Employees, except:
( ) Employees included in a unit of Employees covered by a
collective bargaining agreement between the Employer and
employee representatives, if retirement benefits were the
subject of good faith bargaining. For this purpose, the term
"employee representatives" does not include any organization
more than half of whose members are Employees who are owners,
officers, or executives of the Employer.
(X) Employees who are nonresident aliens and who receive no earned
income from the Employer which constitutes income from sources
within the United States.
(X) Employees included in the following classification(s):
THOSE EMPLOYEES OF THE WACKENHUT CORRECTIONS CORPORATION WHO
DO NOT WORK AT THE MOORE HAVEN CORRECTIONAL FACILITY, DELAWARE
COUNTY PRISON, MARSHALL COUNTY CORRECTIONAL FACILITY, OR SOUTH
BAY.
(X) Employees of the following employers aggregated with the
Employer under Sections 414(b), (c), (m) or (o) of the Code:
WACKENHUT OF NEVADA, INC.; AHTNA AGA SECURITY, INC.;
WACKENHUT EDUCATIONAL SERVICES, INC.; WACKENHUT HEALTH
SERVICES, INC.; WACKENHUT MONITORING SYSTEMS, INC.; WACKENHUT
SERVICES, INC.; WACKENHUT INTERNATIONAL, INC.; WACKENHUT
AIRLINE SERVICES, INC.; WACKENHUT SPORTS AUTHORITY, INC.;
WACKENHUT APPLIED TECHNOLOGIES CENTER, INC.; WACKENHUT OF
ALASKA, INC.; AMERICAN GUARD AND ALERT, INC.; THE WACKENHUT
CORPORATION
<PAGE> 7
(X) Individuals required to be considered Employees under Section
414(n) of the Code.
( ) Employees who, subject to determination by the Committee that
such election will not affect the plan's qualification, make a
one-time irrevocable election not to participate in the Plan
for purposes of the following:
[ ] Employer Discretionary Contributions.
[ ] Elective Deferrals/Thrift Contributions/Combined
Contributions.
Note: The term Employee includes all employees of the Employer and
any employer required to be aggregated with the Employer under
Sections 414(b), (c), (m) or (o) of the Code, and individuals
considered employees of any such employer under Section 414(n)
or (o) of the Code.
IV. AGE AND SERVICE REQUIREMENTS
Each Eligible Employee shall become a Participant on the Entry Date
coincident with or following completion of the following requirements:
Age: ( ) No age requirement.
(X) The attainment of age 18 (not to
exceed age 21).
Service: ( ) No service requirement.
( ) For Employer Discretionary
Contributions only -- The completion of [....] (not
to exceed 1 unless 100% immediate vesting is elected,
in which case, may not exceed 2) Eligibility Years of
Service. If the Eligibility Years of Service is or
includes a fractional year, an Employee shall not be
required to complete any specific number of Hours of
Service to receive credit for such fractional year.
<PAGE> 8
If more than 1 Eligibility Year of Service is
required, Participants must be 100% immediately vested.
(X) For all other contributions -- The
completion of 1 (not to exceed 1) Eligibility Year of
Service.
AND
Effective
Date: ( ) Each Eligible Employee who is
employed on the Effective Date shall become a
Participant on the Effective Date. Each Eligible
Employee employed after the Effective Date shall
become a Participant on the Entry Date coincident
with or following completion of the age and service
requirements specified above.
( ) Each Eligible Employee who is
employed on the effective date of this amended plan
shall become a Participant as of such date. Each
Eligible Employee employed after the effective date
shall become a Participant on the entry date
coincident with or following completion of the age
and service requirements specified above.
V. ELIGIBILITY YEARS OF SERVICE
A. For Employer Discretionary Contributions, in order to be
credited with an Eligibility Year of Service, an Employee
shall complete [....] (not to exceed 1,000) Hours of Service.
NONE
Note: Not applicable if elapsed time method of
crediting service for eligibility purposes is
elected.
B. For all other contributions, in order to be credited with an
Eligibility Year of Service, an Employee shall complete 1,000
(not to exceed 1,000) Hours of Service.
Note: Not applicable if elapsed time method of crediting
service for eligibility purposes is elected.
<PAGE> 9
Note: In the case of an Employee in the Maritime Industry, for
purposes of Eligibility Years of Service, refer to Section
1.24 of the Plan.
VI. ENTRY DATE
The Entry Date shall mean:
(X) For the first Plan Year only, the initial Entry Date shall be
FEBRUARY 1, 1996;
thereafter:
( ) Annual Entry. The first day of the Plan Year. [Note: If
Annual Entry is selected, the age and service requirements
cannot exceed 20 1/2 and 1/2 Eligibility Year of Service.]
( ) Dual Entry. The first day of the Plan Year and the first day
of the seventh month of the Plan Year.
( ) Quarterly Entry. The first day of the Plan Year and the first
day of the fourth, seventh and tenth months of the Plan Year.
(X) Monthly Entry. The first day of the Plan Year and the first
day of each following month of the Plan Year.
( ) Other: _________________________ (Note: Eligible Employees
must commence participation no later than the earlier of: a)
the beginning of the Plan Year after meeting the age and
service requirements, or b) 6 months after the date the
Employee meets the age and service requirements).
VII. COMPENSATION
A. Except for purposes of "annual additions" testing under
Section 415 of the Code, Compensation shall mean all of each
Participant's:
<PAGE> 10
(X) Information required to be reported under Sections 6041, 6051,
and 6052 of the Code. (Wages, tips and other compensation box
on Form W-2) Compensation is defined as wages as defined in
Section 3401(a) and all other payments of compensation to the
Employee by the Employer (in the course of the Employer's
trade or business) for which the Employer is required to
furnish the Employee a written statement under Sections
6041(d) and 6051(a)(3) of the Code. Compensation must be
determined without regard to any rules under Section 3401(a)
that limit the remuneration included in wages based on the
nature or location of the employment or services performed
(such as the exception for agricultural labor in Section
3401(a)(2) of the Code). This definition of Compensation
shall exclude amounts paid or reimbursed by the Employer for
moving expenses incurred by an Employee, but only to the
extent that at the time of the payment it is reasonable to
believe that these amounts are deductible by the Employee
under Section 217 of the Code.
( ) Section 3401(a) wages. Compensation is defined as wages
within the meaning of Section 3401(a) of the Code for purposes
of income tax withholding at the source but determined without
regard to any rules that limit the remuneration included in
wages based on the nature or location of the employment or the
services performed (such as the exception for agricultural
labor in Section 3401(a)(2) of the Code).
( ) Section 415 safe-harbor compensation. Compensation is defined
as wages, salaries, and fees for professional services and
other amounts received (without regard to whether or not an
amount is paid in cash) for personal services actually
rendered in the course of employment with the Employer to the
extent that the amounts are includible in gross income
(including, but not limited to, commissions paid salesmen,
compensation for services on the basis of a percentage of
profits, commissions on insurance premiums, tips, bonuses,
fringe benefits, and reimbursements or other expense
allowances under a nonaccountable plan (as described in
Section 1.62-2(c)), and excluding the following:
(a) Employer contributions to a plan of deferred
compensation which are not includible in the
Employee's gross income for the taxable year in which
contributed, or Employer contributions under a
simplified employee pension plan described in Section
408(k), or
<PAGE> 11
any distributions from a plan of deferred
compensation regardless of whether such amounts are
includible in the gross income of the Employee;
(b) Amounts realized from the exercise of a
nonqualified stock option, or when restricted stock
(or property) held by the Employee either becomes
freely transferable or is no longer subject to a
substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified
stock option; and
(d) Other amounts which receive special tax
benefits, such as premiums for group-term life
insurance (but only to the extent that the premiums
are not includible in the gross income of the
Employee), or contributions made by the Employer
(whether or not under a salary reduction agreement)
towards the purchase of an annuity contract described
in Section 403(b) of the Code (whether or not the
contributions are actually excludable from the gross
income of the Employee).
which is actually paid to the Participant during the following
applicable period:
( ) the portion of the Plan Year in which the
Employee is a Participant in the Plan.
(X) the Plan Year.
( ) the calendar year ending with or within the
Plan Year.
( ) Compensation shall be reduced by all of the following items
(even if includible in gross income): reimbursements or other
expense allowances, fringe benefits (cash and noncash), moving
expenses, deferred compensation and welfare benefits.
Compensation (X) shall; ( ) shall not include Employer contributions
made pursuant to a salary reduction agreement with an Employee which
are not includible in the gross income of the Employee by reason of
Sections 125,
<PAGE> 12
402(e)(3), 402(h)(1)(B) or 403(b) of the Code.
If the Employer's contributions to the Plan are not allocated on an
integrated basis, the following may be excluded from the definition of
Compensation selected above for any year in which the Plan is not Top
Heavy:
( ) bonuses
( ) overtime
( ) commissions
( ) amounts in excess of $ [....]
( ) [....]
For any Self-Employed Individual covered under the Plan, Compensation
means Earned Income.
B. For purposes of "annual additions" testing under Section 415
of the Code, Compensation for any Limitation Year shall mean
all of each Participant's:
(X) Information required to be reported under Sections 6041, 6051
and 6052 of the Code. (Wages, tips and other compensation box
on Form W-2) Compensation is defined as wages as defined in
Section 3401(a) and all other payments of compensation to the
Employee by the Employer (in the course of the Employer's
trade or business) for which the Employer is required to
furnish the Employee a written statement under Sections
6041(d) and 6051(a)(3) of the Code. Compensation must be
determined without regard to any rules under Section 3401(a)
that limit the remuneration included in wages based on the
nature or location of the employment or services performed
(such as the exception for agricultural labor in Section
3401(a)(2) of the Code). This definition of Compensation
shall exclude amounts paid or reimbursed by the Employer for
moving expenses incurred by an Employee, but only to the
extent that at the time of the payment it is reasonable to
believe that these amounts are deductible by the Employee
under Section 217 of the Code.
<PAGE> 13
( ) Section 3401(a) wages. Compensation is defined as wages
within the meaning of Section 3401(a) of the Code for purposes
of income tax withholding at the source but determined without
regard to any rules that limit the remuneration included in
wages based on the nature or location of the employment or the
services performed (such as the exception for agricultural
labor in Section 3401(a)(2) of the Code).
( ) Section 415 safe-harbor compensation. Compensation is defined
as wages, salaries, and fees for professional services and
other amounts received (without regard to whether or not an
amount is paid in cash) for personal services actually
rendered in the course of employment with the Employer to the
extent that the amounts are includible in gross income
(including, but not limited to, commissions paid salesmen,
compensation for services on the basis of a percentage of
profits, commissions on insurance premiums, tips, bonuses,
fringe benefits, and reimbursements or other expense
allowances under a nonaccountable plan (as described in
Section 1.62-2(c)), and excluding the following:
(a) Employer contributions to a plan of deferred
compensation which are not includible in the
Employee's gross income for the taxable year in which
contributed, or Employer contributions under a
simplified employee pension plan described in Section
408(k), or any distributions from a plan of deferred
compensation regardless of whether such amounts are
includible in the gross income of the Employee;
(b) Amounts realized from the exercise of a
nonqualified stock option, or when restricted stock
(or property) held by the Employee either becomes
freely transferable or is no longer subject to a
substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified
stock option; and
(d) Other amounts which receive special tax
benefits, such as premiums for group-term life
insurance (but only to the extent that the premiums
are not includible in the gross income of the
Employee), or contributions made by the Employer
(whether or not
<PAGE> 14
under a salary reduction agreement) towards the
purchase of an annuity contract described in Section
403(b) of the Code (whether or not the contributions
are actually excludable from the gross income of the
Employee).
<PAGE> 15
which is actually paid or includible in gross income during such
Limitation Year. For any Self-Employed Individual covered under the
Plan, Compensation means Earned Income.
VIII. LIMITATION YEAR
Limitation Year shall mean the twelve (12) consecutive-month period:
(X) Identical to the Plan Year.
( ) Identical to the Employer's fiscal year ending with or within
the Plan Year of reference.
( ) As fixed by a resolution of the Board of Directors of the
Employer, or the Employer if no Board of Directors exists.
IX. NORMAL RETIREMENT AGE
Normal Retirement Age shall mean:
(X) Age 65 (not to exceed 65).
( ) Age [....] (not to exceed 65), or the [....] (not to exceed
the 5th) anniversary of the date the Participant commenced
participation in the Plan, if later.
X. EARLY RETIREMENT AGE
Early Retirement Age shall mean:
( ) There shall be no early retirement provision in this Plan.
(X) Age 55
<PAGE> 16
( ) Age [....] and [....] Years of Service.
<PAGE> 17
XI. EMPLOYER AND EMPLOYEE CONTRIBUTIONS
A. Types and allocation of Contributions
1. Employer Discretionary Contributions
(X) Not permitted.
( ) Permitted.
( ) An amount fixed by
appropriate action of the Employer.
( ) [....]% of
Compensation of Participants for the
Plan Year (not to exceed 15%).
( ) [....]% of
Compensation of Participants for the
Plan Year, plus an additional amount
fixed by appropriate action of the
Employer (in total not to exceed 15%).
Employer Discretionary Contributions ( ) shall; ( )
shall not be integrated with Social Security.
If integrated with Social Security:
a. ( ) The
Permitted Disparity Percentage shall
be [....]%.
b. ( ) The
Permitted Disparity Percentage shall be
determined annually by appropriate
action of the Employer.
c. ( ) The
Integration Level shall be:
( )
the Taxable Wage Base.
<PAGE> 18
( ) $_________
(a dollar amount less than the
Taxable Wage Base).
( ) ___%
(not to exceed 100% of
the Taxable Wage Base).
Note: The Permitted Disparity Percentage
cannot exceed the lesser of: (i) the base
contribution, or (ii) the greater of 5.7% or the tax
rate under Section 3111(a) of the Code attributable
to the old age insurance portion of the Old Age,
Survivors and Disability Income provisions of the
Social Security Act (as in effect on the first day of
the Plan Year). If the Integration Level selected
above is other than the Taxable Wage Base ("TWB"),
the 5.7% factor in the preceding sentence must be
replaced by the applicable percentage determined from
the following table.
<TABLE>
If the Integration Level is:
----------------------------
The Applicable
more than but not more than Factor is
--------- ----------------- --------------
<S> <C> <C>
$0 X* 5.7%
X* 80% of TWB 4.3%
80% of TWB Y** 5.4%
*X = the greater of $10,000 or 20% of TWB
**Y = any amount more than 80% of TWB, but less than 100% of TWB
</TABLE>
<PAGE> 19
Allocation of Employer Discretionary Contributions.
In order to share in the allocation of Employer
Discretionary Contributions (and forfeitures, if forfeitures
are reallocated to Participants) an Active Participant:
( ) Need not be employed on the last day of the
Plan Year.
( ) Must be employed on the last day of the Plan
Year, unless the Participant terminates employment on
account of:
( ) Death.
( ) Disability.
( ) Attainment of Early Retirement Age.
( ) Attainment of Normal Retirement
Age.
( ) Employer approved leave of absence.
<PAGE> 20
( ) Must have ( ) 501 Hours of
Service; ( ) [....]
Hours of Service (cannot
exceed 1,000). (Note: Not applicable if
elapsed time method of crediting service is
elected.
2. Elective Deferrals
( ) Not permitted.
(X) Permitted.
A Participant may elect to have his or her
Compensation reduced by:
(X) An amount not in excess of 15% of
Compensation [cannot exceed the dollar limitation of
Section 402(g) of the Code for the calendar year].
( ) An amount not in excess of $[....]
of Compensation [cannot exceed the dollar limitation
of Section 402(g) of the Code for the calendar year].
( ) An amount not to exceed the dollar
limitation of Section 402(g) of the Code for the
calendar year.
( ) An amount not in excess of (Note:
The percent for the Highly Compensated Employee
cannot exceed the percent for the Non-Highly
Compensated Employee):
___% of Compensation [cannot exceed the
dollar limitation of Section 402(g) of the
Code for the calendar year] for each Highly
Compensated Employee; and
___% of Compensation [cannot exceed the
dollar limitation of Section 402(g) of the
Code for the calendar year] for each
Non-Highly Compensated Employee.
<PAGE> 21
A Participant may elect to commence Elective
Deferrals the next pay period following: FIRST DAY OF EACH
CALENDAR MONTH (enter date or period -- at least once each
calendar year).
A Participant may modify the amount of
Elective Deferrals as of FIRST DAY OF EACH CALENDAR MONTH (enter
date or period -- at least once each calendar year).
A Participant ( ) may; (X) may not base
Elective Deferrals on cash bonuses that, at the Participant's
election, may be contributed to the CODA or received by the
Participant in cash. Such election shall be effective as of the
next pay period following or as soon as administratively feasible
thereafter.
Participants who claim Excess Elective
Deferrals for the preceding calendar year must submit their
claims in writing to the plan administrator by MARCH 1 (enter
date between March 1 and April 15).
A Participant ( ) may; ( ) may not elect to
recharacterize Excess Contributions as Thrift Contributions.
(Note: Available only if Thrift Contributions are permitted.) N/A
Participants who elect to recharacterize
Excess Contributions for the preceding Plan Year as Thrift
Contributions must submit their elections in writing to the
Committee by [....] (enter date no later than 2 1/2 months after
close of Plan Year). N/A
3. Thrift Contributions
(X) Not permitted.
( ) Permitted.
Participants shall be permitted to make
Thrift Contributions from [....]% (not less than 1) to
[....]% (not more than 10) of their total aggregate
Compensation.
<PAGE> 22
A Participant may elect to commence
Thrift Contributions the next pay period following [....]
(enter date or period--at least once each calendar year).
The Change Date for a Participant to
modify the amount of Thrift Contributions shall be as of
[....] (enter date or period -- at least once each calendar
year).
<PAGE> 23
4. Elective Deferrals and Thrift
Contributions, combined ("Combined Contributions")
(X) Not Permitted.
( ) Permitted.
A Participant may elect to make Combined
Contributions which do not exceed [....]% of Compensation.
(Note: Elective Deferrals can not exceed the dollar
limitation of Section 402(g) of the Code for the calendar
year).
A Participant may elect to commence contributions
the next pay period following: (enter date or period --
at least once each calendar year).
A Participant may modify his amount of Combined
Contributions as of [....] (enter date or period -- at
least once each calendar year).
A Participant ( ) may; ( ) may not base Elective
Deferrals on cash bonuses that, at the Participant's
election, may be contributed to the CODA or received by the
Participant in cash. Such election shall be effective as of
the next pay period following [....] or as soon as
administratively feasible thereafter.
Participants who claim Excess Elective Deferrals for
the preceding calendar year must submit their claims in
writing to the plan administrator by [....] (enter date
between March 1 and April 15).
A Participant ( ) may; ( ) may not elect to
recharacterize Excess Contributions as Thrift
Contributions.
Participants who elect to recharacterize Excess
Contributions for the preceding Plan Year as Thrift
Contributions must submit their elections in writing to the
<PAGE> 24
Committee by [....] (enter date no later
than 2 1/2 months after close of the Plan Year).
<PAGE> 25
5. Matching Contributions
( ) Not permitted.
(X) Permitted.
(X) The Employer shall or may (in the
event that the Matching Contribution amount is within
the discretion of the Employer) make Matching
Contributions to the Plan with respect to (any one or
a combination of the following may be selected):
(X) Elective Deferrals.
( ) Thrift Contributions.
( ) Combined Contributions.
Such Matching Contributions will be made on
behalf of:
(X) All Participants who make such
contribution(s).
( ) All Participants who are
Non-Highly Compensated Employees who make such
contribution(s).
The amount of such Matching Contributions
made on behalf of each such Participant shall be:
(i) Elective Deferrals (any one or a
combination of the following may be selected)
( ) An amount or percentage fixed
by appropriate action of the Employer.
<PAGE> 26
(X) 50% of the Elective Deferrals.
( ) [....]% of the first [....]% of
Compensation contributed as an Elective
Deferral, plus
[....]% of the next [....]% of
Compensation contributed as an Elective
Deferral, plus
[....]% of the next [....]% of
Compensation contributed as an Elective
Deferral.
The Employer shall not match Elective
Deferrals as provided above in excess of 5% or in
excess of [....]% of the Participant's Compensation.
The Employer shall not match Elective
Deferrals made by the following class(es) of
Employees: [....]
(ii) Thrift Contributions (any one or a
combination of the following may be selected)-
( ) An amount or percentage fixed
by appropriate action of the Employer. N/A
( ) $[....] for each dollar of
Thrift Contributions. N/A
( ) [....]% of the Thrift
Contributions. N/A
<PAGE> 27
( ) [....]% of the first [....]% of
Compensation contributed, plus [....]% of the
next [....]% of Compensation contributed,
plus [....]% of the remaining Compensation
contributed.
The Employer shall not match Thrift
Contributions as provided above in excess of $[....]
or in excess of [....]% of the Participant's
Compensation. N/A
The Employer shall not match Thrift
Contributions made by the following class(es) of
Employees: [...] N/A
(iii) Combined Contributions (any one or a
combination of the following may be selected).
( ) An amount fixed by appropriate
action of the Employer. N/A
( ) [....]% of Combined
Contributions.
( ) [....]% of Elective Deferrals,
plus [....]% of Thrift contributions. N/A
( ) [....]% of the first [....]% of
Compensation contributed, plus [....]% of the
next [....]% of Compensation contributed,
plus [....]% of the remaining Compensation
contributed. N/A
The Employer shall not match Combined
Contributions as provided above in excess of $[....]
or in excess of [....]% of the Participant's
Compensation.
The Employer shall not match Combined
<PAGE> 28
Contributions made by the following class(es) of
Employees: [....]
Matching Contributions shall be made each:
( ) Payroll period.
(X) Month.
( ) Quarter.
( ) Plan Year.
Allocation of Matching Contributions --
In order to share in the allocation of Matching
Contributions (and forfeitures, if forfeitures are reallocated
to participants) a Participant: NONE
( ) Must be employed on the last day of
the payroll period.
( ) Must be employed on the last day of
the Month.
( ) Must be employed on the last day of
the Quarter.
( ) Must be employed on the last day of
the Plan Year.
unless the Participant terminates employment
on account of:
( ) Death.
( ) Disability.
<PAGE> 29
( ) Attainment of Early
Retirement Age.
( ) Attainment of
Normal Retirement Age.
( ) Employer approved
leave of absence.
( ) Must have ( ) 501 Hours of
Service; ( ) [....] Hours of Service (cannot
exceed 1,000). Note: Not applicable if
elapsed time method of crediting service is
elected.
6. Qualified Matching Contributions
(X) Not permitted.
( ) Permitted.
( ) The Employer shall or may (in
the event that the Qualified Matching
Contribution amount is within the discretion
of the Employer) make Qualified Matching
Contributions.
Qualified Matching Contributions will be made
on behalf of:
( ) All Participants who make
Elective Deferrals.
( ) All Participants who are
Non-Highly Compensated Employees and who make
Elective Deferrals.
The amount of such Qualified Matching
Contributions made on behalf of each Participant shall be
<PAGE> 30
(any one or a combination of the following may be selected):
( ) An amount or percentage fixed by
appropriate action by the Employer.
( ) [....]% of the Elective Deferrals.
The Employer shall not match Elective Deferrals as
provided above in excess of $[....] or in excess of [....]% of
the Participant's Compensation.
7. Qualified Nonelective Contributions
(X) Not permitted.
( ) The Employer shall have the
discretion to contribute Qualified Nonelective
Contributions for any Plan Year in an amount to be
determined each year by the Employer.
Qualified Nonelective Contributions will be
made on behalf of (select as appropriate):
( ) All Eligible Employees.
( ) All Participants who make
Elective Deferrals.
( ) All Participants who are
Non-Highly Compensated Employees and who make
Elective Deferrals.
( ) All Participants who are
Non-Highly Compensated Employees.
( ) All Non-Key Employees.
<PAGE> 31
B. Forfeitures (Do not complete if 100% immediate vesting is
elected).
Forfeitures of Employer Discretionary Contributions, Matching
Contributions or Excess Aggregate Contributions shall be:
( ) Allocated to participants in the manner
provided in Sections 4.2 and 4.7(d)(2) of the Plan.
(X) Used to reduce:
( ) any future Employer contributions.
(X) Plan expenses.
C. Contributions Not Limited by Net Profits
Indicate for each type of Employer contribution allowed under
the Plan whether such contributions are to be limited to Net
Profits of the Employer for the taxable year of the Employer
ending with or within the Plan Year:
( ) Yes ( ) No
Employer Discretionary Contributions
( ) Yes (X) No
Elective Deferrals
( ) Yes ( ) No
Qualified Nonelective Contributions
( ) Yes (X) No
Matching Contributions
( ) Yes ( ) No
Qualified Matching Contributions.
XII. DISTRIBUTIONS AND IN-SERVICE WITHDRAWALS
<PAGE> 32
A. Accounts shall be distributable upon a Participant's
separation from service, death, or Total and Permanent
Disability, and, in addition:
(X) Termination of the Plan without establishment
or maintenance of a successor plan.
(X) The disposition to an entity that is not an
Affiliated Employer of substantially all of the
assets used by the Employer in a trade or business,
but only if the Employer continues to maintain the
Plan and only with respect to participants who
continue employment with the acquiring corporation.
(X) Upon attainment of the Plan's Normal
Retirement Age.
(X) The disposition to an entity that is not an
Affiliated Employer of the Employer's interest in a
subsidiary, but only if the Employer continues to
maintain the Plan and only with respect to
Participants who continue employment with such
subsidiary.
( ) Vested portion of Employer Discretionary
Contributions on account of a Participant's financial
hardship to the extent permitted by Section 4.9 of
the Plan.
( ) Vested portion of Employer Matching
Contributions on account of a Participant's financial
hardship to the extent permitted by Section 4.9 of
the Plan.
B. In addition to A above, Elective Deferrals, Qualified
Nonelective Contributions and Qualified Matching Contributions
(as applicable) and income allocable to such amounts shall be
distributable:
(X) Upon the Participant's attainment of age 59
1/2.
(X) On account of a Participant's financial
hardship, to the extent permitted by Section 4.9 of
the Plan (Elective Deferrals Only).
C. In-service withdrawals from a Participant's: ( ) Employer
Discretionary Contribution Account; (X) Matching Contribution
Account; ( ) Transfer
<PAGE> 33
Account, if any (X) shall; ( ) shall not be permitted upon the
attainment of age 59 1/2. (Permitted only if the Plan is not
integrated with Social Security and a Participant's Employer
Discretionary Contribution Account and Matching Contribution
Accounts are 100% vested at time of distribution.)
D. Distribution of benefits upon separation of service,
retirement or death of a Participant ( ) shall; (X) shall not
be subject to the Automatic Annuity rules of Section 8.2 of
the Plan.
E. (Complete only if the Plan is not subject to the Automatic
Annuity rules of Section 8.2.) Check the appropriate optional
forms of benefit that shall be available under the Plan (if
left blank, the provisions of Section 8.6(a) of this Plan
shall apply):
[X] Single lump sum payment.
[X] Installment payments pursuant to
Section 8.6(a) of the Plan.
F. The following optional forms of benefit shall be available in
addition to the optional forms of benefit available under
Section 8.6 of the Plan (Note: If the Plan is not subject to
the Automatic Annuity rules of Section 8.2 and the Participant
is permitted to select an annuity as an optional form of
benefit, then the Automatic Annuity rules of Section 8.2 shall
apply to such participant): NONE
_______________________________________________________________
[Note: If the Plan is an amendment and restatement
of an existing Plan, optional forms of benefit
protected under Section 411(d)(6) of the Code may not
be eliminated, unless permitted by IRS Regulations
Sections 1.401(a)-(4) and 1.411(d)-4].
XIII. VESTING SERVICE
In order to be credited with a year of Service for vesting purposes, a
Participant shall complete 1,000 (not to exceed 1,000) Hours of
Service. (Not applicable if
<PAGE> 34
elapsed time method of crediting service for vesting purposes is
elected).
Note: In the case of Employees in the Maritime Industry, for purposes
of a year of Service, refer to Section 1.56 of the Plan.
XIV. VESTING SERVICE - EXCLUSIONS
All of an Employee's years of Service with the Employer shall be
counted to determine the vested interest of such Employee except:
NONE
( ) Years of Service before age 18.
( ) Years of Service before the Employer maintained this Plan or a
predecessor plan.
( ) Years of Service before the effective date of ERISA if such
Service would have been disregarded under the Service Break
rules of the prior plan in effect from time to time before
such date. For this purpose, Service Break rules are rules
which result in the loss of prior vesting or benefit accruals,
or deny an Employee's eligibility to participate by reason of
separation or failure to complete a required period of Service
within a specified period of time.
XV. VESTING SCHEDULES
The vested interest of each Employee (who has an Hour of Service on or
after January 1, 1989) in his Employer-derived account balance shall
be determined on the basis of the following schedules: NONE
A. Employer Discretionary Contributions.
( ) 100% immediately vested. [Note: Mandatory if more
than 1 Eligibility Year of Service is required.]
( ) 100% immediately vested after [....] (not to exceed
5) years of Service.
<PAGE> 35
( ) [....]% (not less than 20%) vested for each year of
Service, beginning with the [....] (not more than the 3rd)
year of Service until 100% vested.
( ) Other: [....] (Must be at least as favorable as any
one of the above 3 options).
AND
( ) Effective Date Vesting. Each Employee who is a
Participant on the Effective Date shall be 100% immediately
vested.
B. Matching Contributions.
( ) 100% immediately vested. [Note: Mandatory if more
than 1 Eligibility Year of Service is required.]
( ) 100% immediately vested after [....] (not to exceed
5) years of Service.
(X) 20% (not less than 20%) vested for each year of
Service, beginning with the 1ST (not more than the 3rd) year
of Service until 100% vested.
( ) Other: [....] (Must be at least as favorable as any
one of the above 3 options).
AND
( ) Effective Date Vesting. Each Employee who is a
Participant on the Effective Date shall be 100% immediately
vested.
C. Top Heavy Minimum Vesting Schedules.
One of the following schedules will be used for years when the
Plan is or is deemed to be Top-Heavy.
<PAGE> 36
( ) 100% immediately vested after [....] (not to exceed
3) years of Service.
( ) 20% vested after 2 years of Service, plus [....]%
vested (not less than 20%) for each additional year of Service
until 100% vested.
(X) Other: 20% VESTED FOR EACH YEAR OF SERVICE BEGINNING
WITH THE 1ST YEAR OF SERVICE UNTIL 100% VESTED.
(Note: must be at least as favorable as
either of the two schedules in this Section C).
If the vesting schedule under the Plan shifts in or out of the
Minimum Schedule above for any Plan Year because of the Plan's
Top-Heavy status, such shift is an amendment to the vesting
schedule and the election in Section 7.3 of the Plan applies.
XVI. LIFE INSURANCE
Life insurance ( ) shall; (X) shall not be a permissible investment.
XVII. LOANS
Loans ( ) shall; (X) shall not be permitted.
XVIII. TOP-HEAVY PROVISIONS
A. Top Heavy Status
( ) The provisions of Article XIII of the Plan shall
always apply.
(X) The provisions of Article XIII of the Plan shall only
apply in Plan Years after 1983, during which the Plan is or
becomes Top-Heavy.
<PAGE> 37
B. Minimum Allocations
If a Participant in this Plan who is a Non-Key Employee is
covered under another qualified plan maintained by the
Employer, the minimum Top Heavy allocation or benefit required
under Section 416 of the Code shall be provided to such
Non-key Employee under:
( ) this Plan.
(X) the Employer's other qualified
defined contribution plan.
( ) the Employer's qualified defined
benefit plan.
C. Determination of Present Value
If the Employer maintains a defined benefit plan in addition
to this Plan, and such plan fails to specify the interest rate
an mortality table to be used for purposes of establishing
present value to compute the Top-Heavy Ratio, then the
following assumptions shall be used:
Interest Rate: [....]%
Mortality Table: [....]
XIX. LIMITATION ON ALLOCATIONS
If the adopting Employer maintains or has ever maintained
another qualified plan in which any Participant in this Plan
is (or was) a Participant or could possibly become a
Participant, the adopting Employer must complete this Section.
The Employer must also complete this Section if it maintains a
welfare benefit fund, as defined in Section 419(e) of the
Code, or an individual medical account, as defined in Section
415(l)(2) of the Code, under which amounts are treated as
Annual Additions with respect to any Participant in the Plan.
<PAGE> 38
(a) If the Participant is covered under another qualified
defined contribution plan maintained by the Employer, other
than a Master or Prototype Plan, Annual Additions for any
Limitation Year shall be limited to comply with Section 415(c)
of the Code: NONE
( ) in accordance with Sections 6.4(e) -
(j) as though the other plan were a Master or
Prototype Plan.
( ) by freezing or reducing Annual
Additions in the other qualified defined contribution
plan.
( ) other: ____________________________
_______
(b) If a Participant is or has ever been a Participant in
a qualified defined benefit plan maintained by the Employer,
the "1.0" aggregate limitation of Section 415(e) of the Code
shall be satisfied by: NONE
( ) freezing or reducing the rate of
benefit accrual under the qualified defined benefit
plan.
( ) freezing or reducing the Annual
Additions under this Plan (or, if the Employer
maintains more than one qualified defined
contribution plan, as indicated in (a) above).
( ) other: ____________________________
_______
XX. INVESTMENTS
(X) Participants (X) shall; ( ) shall not be permitted to direct
the investment of their Accounts in the investment options
selected by the Employer or the Committee.
( ) Investment of participant Accounts shall be directed
consistent with rules
<PAGE> 39
and procedures established by the Committee. Such rules shall
be applied to all Participants in a uniform and
nondiscriminatory basis.
XXI. TRANSFERS
Transfers pursuant to Section 10.3 of the Plan (X) shall; ( ) shall
not be permitted.
If permitted, indicate additional prior plan provisions, if
applicable: [....].
XXII. ROLLOVERS
Rollovers pursuant to Section 10.3 of the Plan (X) shall; ( ) shall
not be permitted.
XXIII. EMPLOYER REPRESENTATIONS
The Employer hereby represents that:
a. It is aware of, and agrees to be bound by, the terms
of the Plan.
b. It understands that the Sponsor will not furnish
legal or tax advice in connection with the adoption or
operation of the Plan and has consulted legal and tax counsel
to the extent necessary.
c. The failure to properly fill out this Adoption
Agreement may result in disqualification of the Plan.
XXIV. RELIANCE ON PLAN QUALIFICATION
The adopting Employer may not rely on an opinion letter issued by the
National Office of the Internal Revenue Service as evidence that the
Plan is qualified under Section 401 of the Code. In order to obtain
reliance with respect to plan
<PAGE> 40
qualification, the Employer must apply to the appropriate key district
office of the Internal Revenue Service for a determination letter.
<PAGE> 41
XXV. PROTOTYPE PLAN DOCUMENTS
This Adoption Agreement may be used only in conjunction with the
Dreyfus Prototype Defined Contribution Plan, Basic Plan Document No.
01, and the Dreyfus Trust Agreement both as amended from time to time.
In the event the Sponsor amends the Basic Plan Document or this
Adoption Agreement or discontinues this type of plan, it will inform
the Employer. The Sponsor, The Dreyfus Corporation, is available to
answer questions regarding the intended meaning of any Plan
provisions, adoption of the Plan and the effect of an Opinion Letter
at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144 [(516)
338-3418].
<PAGE> 42
IN WITNESS WHEREOF, the Employer and the Trustee have executed this
instrument the ___________________________ day of _________________________,
19__________. If applicable, the appropriate corporate seal has been affixed
and attested to.
WACKENHUT CORRECTIONS CORPORATION
Name of Business Entity
----------------------------------------------
Signature (Sole Proprietors only)
By:
-------------------------------------------
Name and Title (Corporations or Partnerships)
ATTEST:
- --------------------------------------------
Secretary (Corporations only)
SEAL:
<PAGE> 43
DREYFUS TRUST COMPANY
Name(s) of Trustee(s)
----------------------------------------------
Signature (Individual Trustee)
----------------------------------------------
Signature (Individual Trustee)
By:
-------------------------------------------
Name and Title (Corporate Trustee only)
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 2, 1996 included in Wackenhut Corrections Corporation's Form 10-K for
the year ended December 31, 1995 and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Miami, Florida
December 3, 1996
