formsc13d.htm

0001140361-10-021536.txt : 20100517 0001140361-10-021536.hdr.sgml : 20100517 20100517105726 ACCESSION NUMBER: 0001140361-10-021536 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100517 DATE AS OF CHANGE: 20100517 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Jones Andrew R CENTRAL INDEX KEY: 0001392977 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 274 RIVERSIDE AVENUE CITY: WESTPORT STATE: CT ZIP: 06880 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORNELL COMPANIES INC CENTRAL INDEX KEY: 0001016152 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 760433642 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48735 FILM NUMBER: 10836351 BUSINESS ADDRESS: STREET 1: 1700 WEST LOOP SOUTH STREET 2: STE 1500 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7136230790 MAIL ADDRESS: STREET 1: 1700 WEST LOOP SOUTH STREET 2: STE 1500 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: CORNELL CORRECTIONS INC DATE OF NAME CHANGE: 19960604 SC 13D 1 formsc13d.htm CORNELL COMPANIES, INC SC 13D 5-7-2010 formsc13d.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

CORNELL COMPANIES, INC.

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

219141108

(CUSIP Number)

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Mr. Andrew R. Jones

NS Advisors, LLC

274 Riverside Avenue

Westport, Connecticut 06880

May 7, 2010

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4) check the following box o.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

SCHEDULE 13D

CUSIP No. 219141108

Page 2 of 6 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Andrew R. Jones
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 750,316 (includes 28,750 shares covered by options which are presently exercisable)
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 750,316 (includes 28,750 shares covered by options which are presently exercisable)
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,316 (includes 339,599 shares owned by North Star Partners, LP, 369,264 shares owned by North Star Partners II, LP and 12,703 shares and 28,750 presently exercisable options owned by Andrew R. Jones personally.)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.03%
14	TYPE OF REPORTING PERSON* IA

Item 1.

Security and Issuer.

This statement relates to the common stock, $.001 par value per share (the “Common Stock”), of Cornell Companies, Inc., a Delaware corporation (the “Issuer”). For purposes of this Schedule 13D, the phrase Common Stock shall include shares covered by options of the Issuer which are owned by the Reporting Person (as defined) and are presently exercisable. The Issuer maintains its principal executive office at 1700 West Loop South, Suite 1500, Houston, Texas 77027.

Item 2.

Identity and Background.

(a) This Schedule 13D is being filed by (i) Andrew R. Jones, an individual, with respect to shares and options of the Issuer’s Common Stock held by him, and (ii) North Star Partners, L.P., and North Star Partners II, L.P., private investment companies organized as limited partnerships under the laws of the State of Delaware (the “North Star Partnerships”) with respect to shares of the Issuer’s Common Stock held by them.

NS Advisors, LLC, a Connecticut limited liability company, is the general partner of the North Star Partnerships and Mr. Jones is the sole managing member of NS Advisors, LLC. Mr. Jones and the North Star Partnerships shall sometimes be collectively referred to herein as the “Reporting Person.”

(b) The principal business address of the Reporting Person is 274 Riverside Avenue, Westport, Connecticut 06880.

(d) During the past five years, neither Mr. Jones nor the North Star Partnerships or any of their executive officers, directors or controlling persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, neither Mr. Jones nor the North Star Partnerships or any of their executive officers, directors or controlling persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in their being subject to a judgment, decree or final order enjoining any such person from future violations of or prohibiting or mandating activities subject to federal or state securities laws, or finding any violation of such laws by any such person.

(f) Mr. Jones is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration.

The Reporting Person collectively owns 750,316 shares of the Issuer’s Common Stock (which includes 28,750 shares covered by options which are presently exercisable). The Reporting Person has collectively paid $9,638,816.23 for such shares from the working capital of the North Star Partnerships. Mr. Jones has at various times received the shares he beneficially owns from the Issuer in consideration for serving as a director of the Issuer.

Item 4.

Purposes of Transaction.

The Reporting Person has acquired the Issuer’s Common Stock for investment. The Reporting Person has no plans or proposals which, other than as expressly set forth below, would relate to or would result in: (a) the acquisition of additional securities of the Issuer or the disposition of presently-owned securities of the Issuer; (b) any extraordinary corporate transaction involving the Issuer; (c) a sale or transfer of a material amount of assets of the Issuer; (d) any change in the present Board of Directors or management of the Issuer; (d) any material change in the present capitalization or dividend policy of the Issuer; (f) any material change in the operating policies or corporate structure of the Issuer; (g) any change in the Issuer’s charter or by-laws; (h) the Common Stock of the Issuer ceasing to be auth orized to be quoted on the New York Stock Exchange; or (i) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended. The Reporting Person however reserves the right, at a later date, to effect one or more of such changes or transactions.

The Reporting Person may continue to purchase additional shares of the Issuer’s Common Stock or sell some or all of its shares of the Issuer’s Common Stock in the open market or in privately negotiated transactions from or to one or more sellers or purchasers, as the case may be, provided that, in accordance with its best judgment in light of the circumstances existing at the time, such transactions present an attractive (long or short term) opportunity for profit.

The Reporting Person further reserves the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to management and the shareholders of the Issuer.

Item 5.

Interest in Securities of the Issuer.

(a) The number of shares of the Issuer’s Common Stock and the percentage of the outstanding shares (based upon 14,925,818 shares of Common Stock as reported in the Issuer’s Quarterly Report on Form 10-Q as of May 6, 2010) that are directly or indirectly beneficially owned by the Reporting Person are as follows:

Name	Number of Shares of Common Stock	Percentage of Outstanding Shares*

Andrew R. Jones	12,703 shares and 28,750 in presently exercisable options	Less than 1% of the outstanding shares of the Issuer

North Star Partners, L.P.	339,599 shares	2.28%

North Star Partners II, L.P.	369,264 shares	2.47%

*Assumes for this purpose that the 28,750 options owned by Mr. Jones have been exercised and the total number of outstanding shares increased by such number.

(b) Mr. Jones has sole power to vote and sole power to dispose or to direct the disposition of 750,613 shares of the Issuer’s Common Stock.

(c) The only transaction by the Reporting Person of the Issuer’s Common Stock within the past 60 days was the acquisition of 1,087 shares on April 7, 2010, which were given to Mr. Jones in consideration for serving as a director of the Issuer.

(d) Certain persons have the right to receive dividends from or the proceeds of the sale of certain of the shares of the Issuer’s Common Stock included in this statement. No such person individually has the right to receive dividends or proceeds relating to shares of the Issuer’s Common Stock constituting more than 5% of the class of the Issuer’s Common Stock.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer.

The North Star Partnerships have entered into a Voting Agreement, dated as of April 18, 2010, by and between The GEO Group, Inc. (“GEO”), Wynnefield Capital, Inc., Wynnefield Capital Management, LLC, Channel Partnership II, L.P., Wynnefield Partners Small Cap Value L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd. and Wynnefield Partners Small Cap Value, L.P. (together with the North Star Partnerships, the “Shareholders”). Pursuant to the terms of the Voting Agreement, the Shareholders agreed to vote in favor of an Agreement and Plan of Merger, dated April 18, 2010, between the Issuer, GEO and GEO Acquisition III, Inc., and to vote against certain actions that might negatively affect the proposed merger. The Shareholders further agreed to certain restrictions on the transfer and voting of their shares and agreed to prevent the solicitation, approval or participation in any third party acquisition of the Issuer. The Voting Agreement is attached hereto as Exhibit A and any descriptions herein of the Voting Agreement are qualified in their entirety by references to the Voting Agreement.

Andrew R. Jones and the North Star Partnerships may be deemed to have beneficial ownership and control of the shares of the Issuer’s Common Stock held by the North Star Partnerships. Mr. Jones and the North Star Partnerships disclaim beneficial ownership of all of such shares. In addition, the filing of this Schedule 13D shall not be construed as an admission that the Reporting Person or any of his affiliates are the beneficial owner of any securities covered by this Schedule 13D for any purposes other than Section 13(a) of the Securities Exchange Act of 1934, as amended.

Other than as set forth above, the Reporting Person has no contracts, arrangements, understandings or relationships (legal or otherwise) with any other persons with respect to the shares of the Issuer’s Common Stock.

Signatures

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:

May 14, 2010

	NORTH STAR PARTNERS, L.P.

	By:	NS ADVISORS, LLC, General Partner

	By:	/s/ Andrew R. Jones
		Andrew R. Jones, Managing Member

	NORTH STAR PARTNERS II, L.P.

	By:	NS ADVISORS, LLC, General Partner

	By:	/s/ Andrew R. Jones
		Andrew R. Jones, Managing Member


	/s/ Andrew R. Jones
	Andrew R. Jones

EX-99.A 2 exa.htm EXHIBIT A exa.htm

EXHIBIT A

VOTING AGREEMENT

This Voting Agreement (this "Agreement") is entered into as of April 18, 2010, among The GEO Group, Inc., a Florida corporation ("GEO") and the other parties identified on the signature pages hereto (each, a "Stockholder"), Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement and Plan of Merger dated as of the date hereof (the "Merger Agreement"), among Cornell Companies, Inc., a Delaware corporation ("Target"), GEO and GEO Acquisition III, Inc., a Delaware corporation ("Merger Sub").

WITNESSETH:

WHEREAS, as of the date of this Agreement, each Stockholder beneficially owns (as defined herein) that number of shares of common stock, par value $.001 per share, of Target ("Common Stock") set forth opposite the name of such Stockholder in the second column of Annex I hereto;

WHEREAS, simultaneously herewith, Target, GEO, and Merger Sub are entering into the Merger Agreement, pursuant to which Merger Sub will be merged with and into the Target (the "Merger"), with the Target being the Surviving Company following the Merger; and

WHEREAS, as a condition to the willingness of GEO and Merger Sub to enter into the Merger Agreement, and as an inducement and in consideration therefor, the Stockholders are executing this Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Section 1.1 Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(a) "beneficially own" shall have the meaning ascribed to such term in Rule 13d-3 promulgated under the Exchange Act) (including, but not limited to, the entitlement to dispose of (or to direct the disposition of) and to vote (or to direct the voting of)). For purposes of this Agreement, the terms "beneficially owns" and "beneficially owned" shall have correlative meanings.

(b) "Representative" means, with respect to any particular Person, any director, officer, employee, investment banker, attorney or other advisor or representative of such Person.

(c) "Subject Shares" means, with respect to any particular Person, the shares of Common Stock beneficially owned by such Person as of the date of this Agreement (including, without limitation, any shares of Common Stock set forth opposite the name of such Person in the second column of Annex I hereto), together with any other shares of Common Stock the voting power over which is directly or indirectly acquired by such Person at any one or more times prior to the termination of this Agreement pursuant to the terms hereof

(d) "Transfer" means, with respect to a security, the sale, grant, assignment, transfer, pledge, hypothecation, encumbrance, constructive sale, or other disposition of such security or the beneficial ownership thereof or any economic interest therein (including by operation of law), or the entry into of any contract, agreement or other obligation to effect any of the foregoing, including, for purposes of this Agreement, the transfer or sharing of any voting power of such security.

ARTICLE II

VOTING AGREEMENT AND IRREVOCABLE PROXY

Section 2.1 Agreement to Vote the Subject Shares.

(a) From and after the date hereof, at any meeting of the Target's stockholders (or any adjournment or postponement thereof), however called, or in connection with any action by written consent or other action of the Target's stockholders, each Stockholder shall vote (or cause to be voted) all of the Stockholder's Subject Shares:

(i) in favor of the adoption and approval of the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof);

(ii) against any action, proposal, transaction or agreement that would directly or indirectly result in a breach of any covenant, representation, warranty or other obligation or agreement of Target set forth in the Merger Agreement or of the Stockholder set forth in this Agreement; and

(iii) except with the prior written consent of GEO, against the following actions or proposals (other than the Merger and the other transactions contemplated by the Merger Agreement): (A) any Acquisition Proposal; (B) any material change in the present capitalization of Target or any amendment of Target's certificate of incorporation or bylaws; (C) any other material change in Target's corporate structure or business; or (D) any other action or proposal involving Target or any of its Subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Merger or the other transactions contemplated by the Merger Agreement.

ARTICLE III

RESTRICTION ON TRANSFER; OTHER ACQUISITION PROPOSALS

Section 3.1 Restriction on Transfer. Each Stockholder hereby agrees that, from and after the date hereof, such Stockholder shall not, and shall cause such Stockholder's Affiliates not to, directly or indirectly (other than pursuant to the Merger Agreement) tender into any tender or exchange offer or otherwise directly or indirectly Transfer any Subject Shares (or any rights, options or warrants to acquire or dispose of shares of Common Stock), (b) grant any proxies with respect to such Stockholder's Subject Shares, deposit such Stockholder's Subject Shares into a voting trust, enter into a voting agreement with respect to any of such Stockholder's Subject Shares or otherwise restrict the ability of such Stockholder freely to exercise all voting rights with respect thereto; make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in the rules of the Securities and Exchange Commission) to vote (including by consent), or seek to advise or influence any Person with respect to the voting of, any voting securities of Target (including, without limitation, by making publicly known the position of such Stockholder or any of its Affiliates on any matter presented to stockholders of Target), other than to recommend that stockholders of Target vote in favor of the Merger and the Merger Agreement; (d) form, join or in any way participate in a "group" (as defined in Section 13(d)(3) under the Exchange Act) in connection with any of the foregoing; or (e) otherwise take, directly or indirectly, any actions with the purpose or effect of avoiding or circumventing any provision of this Section 3.1. The foregoing notwithstanding, any Stockholder may Transfer any Subject Shares to any Person who, as a condition to and part of such Transfer, executes and delivers a counterpart of this Agreement or otherwise agrees in writing (in form and substance reasonably satisfactory to GEO) to join in, be bound by and comply with this Agreement with respect to such Subject Shares.

Section 3.2 Dividends, Distributions, Etc. In the event of a stock dividend or distribution, or any change in the Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term "Subject Shares" shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction.

Section 3.3 Acquisition Proposals.

(a) Each Stockholder shall not, and each Stockholder shall use its reasonable best efforts to cause its and its Affiliates' Representatives not to, (i) solicit, initiate or knowingly encourage the submission of any Acquisition Proposal, (ii) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, or any other agreement, arrangement or understanding, relating in any respect to any Acquisition Proposal or (iii) participate in any substantive discussions or negotiations regarding, or furnish to any Person or provide any Person with access to, any material non-public information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that cons titutes, or may reasonably be expected to lead to, an Acquisition Proposal. Each Stockholder shall promptly take the steps necessary to inform its Representatives (and those of its Affiliates) of the obligations undertaken by such Stockholder in this Section 3.3 and each Stockholder agrees that it shall be responsible for any breach of this Section 3.3 by such Representatives as if such Representatives were parties to this Section 3.3.

(b) In the case of each Stockholder, in addition to the obligations of such Stockholder set forth in Section 3.3(a), such Stockholder shall promptly advise GEO of any request made of such Stockholder or any of its Affiliates for information or the submission or receipt of any Acquisition Proposal, or any inquiry with respect to or that could lead to any Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making any such request, Acquisition Proposal or inquiry and the response or responses of such Stockholder and any of its Affiliates thereto. Each Stockholder shall keep GEO fully informed on a prompt and reasonably c urrent basis as to the status and details (including amendments or proposed amendments) of any such request, Acquisition Proposal or inquiry. Each Stockholder shall promptly provide to GEO copies of all written correspondence or other written material, including material in electronic written form, between such Stockholder or any of its Affiliates, on the one hand, and any Person making any such request, Acquisition Proposal or inquiry, on the other hand. Upon the execution by any Stockholder of this Agreement, such Stockholder and each of its Affiliates will immediately cease, and such Stockholder will cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore by such Stockholder or any of its Affiliates with respect to any of the foregoing, and such Stockholder will promptly request that all Persons provided confidential information concerning Target and its Subsidiaries pursuant to a confidentiality agreement with such Stockholder or any of its Affili ates return to Target all such confidential information, without keeping copies thereof (if permissible under such agreement), in accordance with such confidentiality agreement.

(c) The foregoing shall not restrict or limit the ability of any Stockholder who is director of Target to take any action in his or her capacity as a director of Target to the extent expressly permitted by the Merger Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER

Each Stockholder hereby represents and warrants, severally but not jointly, to GEO as follows:

Section 4.1 Due Organization, etc. Except for those Stockholders who are natural persons, such Stockholder is duly organized and validly existing under the laws of the jurisdiction of formation. Such Stockholder has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by such Stockholder have been duly authorized by all necessary action on the part of such Stockholder. This Agreement, assuming the due authorization, execution and delivery by GEO, constitutes a valid and binding obligation of such Stockholder, enforcea ble against such Stockholder in accordance with its terms, except as limited by the application of bankruptcy, moratorium and other laws affecting creditors' rights generally and as limited by the availability of specific performance and the application of equitable principles.

Section 4.2 Ownership of Subject Shares.

(a) As of the date of this Agreement, (i) such Stockholder is the beneficial owner of the aggregate number of shares of Common Stock set forth opposite the name of such Stockholder in the second column of Annex I hereto ("Scheduled Shares") and (ii) each Person set forth opposite the name of such Stockholder in the third column of Annex I hereto (a "Record Owner") is the record owner of such Stockholder's Scheduled Shares.

(b) As of the date hereof, each Record Owner with respect to such Stockholder (i) has the sole power to vote or cause to be voted such shares (or, if such Record Owner is not such Stockholder, such Record Owner, together with such Stockholder and any other Stockholders the names of which are set forth opposite such shares on Annex L have the shared power to cause such shares to be voted), and (ii) has good and valid title to such shares of Common Stock, free and clear of any and all pledges, mortgages, liens, charges, proxies, voting agreements, encumbrances, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those created by this Agreement.

Section 4.3 No Conflicts. (i) No filing with any Governmental Authority and no authorization, consent or approval of any other Person is necessary for the execution of this Agreement by such Stockholder or the consummation by such Stockholder of the transactions contemplated hereby and (ii) none of the execution and delivery of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof shall (A) conflict with or result in any breach of the organizational documents of such Stockholder, if any, (B) result in, or give rise to, a violation or breach of or a default under any of the terms of any material contract, understanding, agreement or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its assets may be bound or by which any of the Subject Shares of such Stockholder or any of its Affiliates may be bound, (C) result in the creation of, or impose any obligation on such Stockholder or any of its Affiliates to create, any Lien upon the Subject Shares of such Stockholder or any of its Affiliates, or (D) violate any applicable law, except for any of the foregoing as does not and could not reasonably be expected to impair such Stockholder's ability to perform its obligations under this Agreement.

Section 4.4 Total Shares. Such Stockholder's Scheduled Shares are the only shares of any class or series of capital stock of Target or any Subsidiary thereof of which such Stockholder is the record or beneficial owner or which such Stockholder has the right, power or authority (sole or shared) to sell or vote, and such Stockholder does not have any right to acquire, nor is it the beneficial owner of, any other shares of any class or series of capital stock of Target or any Subsidiary thereof or any securities convertible into, or exchangeable or exercisable for, any shares of any class or series of capital stock of Target or any Subsidiary thereof.

Section 4.5 Absence of Litigation. There is no legal or administrative proceedings, claims, suits or actions pending or, to the knowledge of such Stockholder, threatened against or affecting such Stockholder or any of its Affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

Section 4.6 Finder's Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from GEO, Merger Sub or Target in respect of this Agreement based upon any arrangement made by or on behalf of such Stockholder.

Section 4.7 Reliance by GEO. Such Stockholder understands and acknowledges that GEO is entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by such Stockholder.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF GEO

GEO hereby represents and warrants to the Stockholders as follows:

Section 5.1 Due Organization, etc. GEO is a corporation duly organized and validly existing under the laws of the State of Florida. GEO has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by GEO have been duly authorized by all necessary corporate action on the part of GEO.

Section 5.2 Conflicts. (i) No filing with any Governmental Authority, and no authorization, consent or approval of any other Person is necessary for the execution of this Agreement by GEO and the consummation by GEO of the transactions contemplated hereby and (ii) neither the execution and delivery of this Agreement by GEO nor the consummation by GEO of the transactions contemplated hereby shall (A) conflict with or result in any breach of the organizational documents of GEO, (B) result in, or give rise to, a violation or breach of or a default under any of the terms of any material contract, understanding, agreement or other instrument or obligation to which GEO is a party or by which GEO or an y of its assets may be bound, or (C) violate any applicable law, except for any of the foregoing as does not and could not reasonably be expected to impair GEO's ability to perform its obligations under this Agreement.

ARTICLE VI

TERMINATION

Section 6.1 Termination.

(a) Subject to Section 6.1(b), this Agreement shall terminate and none of GEO or any Stockholder shall have any rights or obligations hereunder upon the earliest to occur of: (i) the termination of this Agreement by mutual written consent of GEO and the Stockholders, (ii) the Effective Time and (iii) the termination of the Merger Agreement in accordance with its terms.

(b) Notwithstanding the foregoing, (i) the termination of this Agreement shall not prevent any party hereunder from seeking any remedies (whether at law or in equity) against any other party hereto for such party's breach of any of the terms of this Agreement and (ii) Article VII (other than Section 7.2) of this Agreement shall survive the termination of this Agreement.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Appraisal Rights. To the extent permitted by applicable law, each Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that it may have under applicable law.

Section 7.2 Publication. Each Stockholder hereby permits Target to publish and disclose in the Proxy Statement (including all documents and schedules filed with the SEC) its identity and ownership of shares of Common Stock and the nature of its commitments, arrangements and understandings pursuant to this Agreement; provided, however, that such publication and disclosure shall be subject to the prior review and comment by such Stockholder.

Section 7.3 Further Actions. Each of the parties hereto agrees that it will use its reasonable best efforts to do all things necessary to effectuate the intent and provisions of this Agreement.

Section 7.4 Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) if personally delivered, on the date of delivery, (ii) if delivered by express courier service of national standing (with charges prepaid), on the Business Day following the date of delivery to such courier service, (iii) if deposited in the United States mail, first-class postage prepaid, on the fifth Business Day following the date of such deposit, or (iv) if delivered by telecopy, upon confirmation of successful transmission, (x) on the date of such transmission, if such transmission is completed at or prior to 5:00 p.m., local time of the recipient party, on that date, and (y) on the next Business Day following the date of transmission, if such transmission is completed after 5:00 p.m., local time of the recipient party, on such date. Notices, demands and communications to any party hereto shall, unless another address or facsimile number is specified in writing pursuant to the provisions hereof, be sent to the address or facsimile number indicated below:

If to GEO to:

The GEO Group, Inc.

621 Northwest 53rd Street

Boca Raton, Florida 33487

Facsimile No: (561)999-7647

Attention: John Bulfin

with a copy (which shall not constitute notice) to

Akerman Senterfitt

One Southeast Third Avenue, 25th Floor

Miami, Florida 33131

Facsimile No: (305)374-5095

Attention: Jose Gordo

Stephen K. Roddenberry

If to any Stockholder, to the address or facsimile number set forth opposite the name of such Stockholder on Annex II hereto.

Section 7.5 Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any of the parties hereto without the prior written consent of the other parties, except that GEO may assign all or any of its rights and obligations hereunder to any Affiliate or financing source of GEO or Merger Sub; provided, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties heret o and their respective successors and permitted assigns. Any purported assignment not permitted under this Section shall be null and void.

Section 7.6 Third Party Beneficiaries. Notwithstanding anything contained in this Agreement to the contrary, except for Section 7.2 (solely in the case of Target as the intended beneficiary thereof), nothing in this Agreement, expressed or implied, is intended to or shall confer on any Person, other than the parties hereto or their respective permitted successors and assigns, any rights, benefits, remedies, obligations or liabilities whatsoever under or by reason of this Agreement.

Section 7.7 Amendments. This Agreement may not be modified, amended, altered or supplemented with respect to any Stockholder, except upon the execution and delivery of a written agreement executed by GEO and such Stockholder. This Agreement may not be modified, amended, altered or supplemented with respect to GEO, except upon the execution and delivery of a written agreement executed by GEO.

Section 7.8 Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, with respect thereto.

Section 7.9 Governing Law; Jurisdiction; Waiver of Jury Trial

(a) All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its rules of conflict of laws.

(b) Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware and of the United States District Court for the District of Delaware and any court of appeal therefrom (the "Chosen Courts") for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Chosen Courts and agrees not to plead or claim in any Chosen Court that such litigation brou ght therein has been brought in any inconvenient forum. Each of the parties hereto agrees that service of process may be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to the foregoing sentence shall have the same legal force and effect as if served upon such party personally within the State of Delaware.

(c) Each of the parties hereto irrevocably waive any and all rights to trial by jury in any proceedings arising out of or related to this Agreement or the transactions contemplated hereby.

Section 7.10 Fee and Expenses. Except as otherwise provided herein, whether or not the Merger is consummated, all costs and expenses incurred by a party hereto in connection with this Agreement and the transactions contemplated hereby shall be paid and borne by such party.

Section 7.11 Headings. Headings of the articles and sections of this Agreement are for the convenience of the parties only, and shall be given no substantive or interpretive effect whatsoever.

Section 7.12 Interpretation. In this Agreement, unless the context otherwise requires, words describing the singular number shall include the plural and vice versa, words denoting any gender shall include all genders and words denoting natural Persons shall include corporations and partnerships and vice versa. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be understood to be followed by the words "without limitation."

Section 7.13 Waivers. No action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party, nor any failure or delay on the part of any party hereto in the exercise of any right hereunder, shall be deemed to constitute a waiver by the party taking such action of compliance of any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

Section 7.14 Severability. Any term or provision of this Agreement that is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 7.15 Enforcement of this Agreement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the Chosen Courts, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 7.16 Counterparts. This Agreement may be executed by the parties hereto in two or more separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original. All such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

Section 7.17 Capacity as a Stockholder. This Agreement shall apply to each Stockholder who is a director or officer of Target solely in his or her capacity as a Stockholder of Target and not in his or her capacity as a director or officer of Target. Nothing contained in this Agreement shall be deemed to apply to, or limit in any manner, the obligations of any such Stockholder to comply with his or her fiduciary duties as a director of Target.

Section 7.18 No Agreement among Stockholders. This Agreement is being entered into by each Stockholder with GEO and does not represent an agreement, commitment, arrangement or understanding with or to any other Stockholder, and the agreements and undertakings of each Stockholder contained herein shall be enforceable only by GEO and its successors and permitted assigns.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be duly executed as of the day and year first above written.

THE GEO GROUP, INC.


By:	/s/ George C. Zoley
	Name:	George C. Zoley
	Title:	Chairman and CEO


NORTH STAR PARTNERS, L.P.,
By NS Advisors, LLC, as general partner


By:
	Name:	Andrew R. Jones
	Title:	Managing Member


NORTH STAR PARTNERS II, L.P.,
By NS Advisors, LLC, as general partner


By:
	Name:	Andrew R. Jones
	Title:	Managing Member


WYNNEFIELD PARTNERS SMALL CAP
VALUE, L.P.,
By: Wynnefield Capital Management, L.L.C.,
as general partner


By:
	Name:
	Title:

IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be duly executed as of the day and year first above written.

THE GEO GROUP, INC.


By:	Name:
	Title:


NORTH STAR PARTNERS, L.P.,
By NS Advisors, LLC, as general partner


By:	/s/ Andrew R. Jones
	Name:	Andrew R. Jones
	Title:	Managing Member


NORTH STAR PARTNERS II, L.P.,
By NS Advisors, LLC, as general partner


By:	/s/ Andrew R. Jones
	Name:	Andrew R. Jones
	Title:	Managing Member


WYNNEFIELD PARTNERS SMALL CAP
VALUE, L.P.,
By: Wynnefield Capital Management, L.L.C.,
as general partner


By:	/s/ Nelson Obus
	Name:
	Title:	General Partner

WYNNEFIELD SMALL CAP VALUE
OFFSHORE FUND, LTD.


By:	/s/ Joshua Landes
	Name:
	Title:


WYNNEFIELD PARTNERS SMALL CAP
VALUE, L.P.,
By: Wynnefield Capital Management, LLC
as general partner


By:	/s/ Nelson Obus
	Name:
	Title:	General Partner

CHANNEL PARTNERSHIP II, L.P.


By:	/s/ Nelson Obus
	Name:
	Title:	General Partner


WYNNEFIELD CAPITAL MANAGEMENT,
LLC.


By:	/s/ Nelson Obus
	Name:
	Title:	Managing Member


WYNNEFIELD CAPITAL, INC.


By:	/s/ Nelson Obus
	Name:
	Title:	President

Annex I

Scheduled Shares

Stockholder	Subject Shares Beneficially Owned	Beneficial Ownership Percentage	Holder of Record	Certificate Number

Wynnefield Capital, Inc.	797,600	5.3%	[Cede & Co.]	N/A

Wynnefield Capital Management, LLC	1,200,519	8.0%	[Cede & Co.]	N/A

Channel Partnership II, L.P.	30,800	0.2%	[Cede & Co.]	N/A

Wynnefield Partners Small Cap Value L.P. I	624,319	4.2%	[Cede & Co.]	N/A

Wynnefield Small Cap Value Offshore Fund, LTD.	797,600	5.3%	[Cede & Co.]	N/A

Wynnefield Partners Small Cap Value, L.P.	576,200	3.9%	[Cede & Co.]	N/A

North Star Partners, L.P.	339,599	2.3%	[Cede & Co.]	N/A

North Star Partners II, L.P.	369,264	2.5%	[Cede & Co.]	N/A

Annex II

Notices

If to any of the Wynnefield entities or Channel Partnership II, L.P.:

c/o Wynnefield Capital Inc.

450 Seventh Avenue, Suite 509

New York, NY 10123

Attention: Nelson Obus

Facsimile: (212) 760-0824

with a copy (which shall not constitute notice) to:

Greenberg Traurig, LLP

200 Park Avenue, 14th Floor

New York, NY 10166

Attention: Shahe Sinanian, Esq.

Facsimile: (212) 801-6400

If to North Star Partners, L.P. or North Star Partners II, L.P.:

North Star Partners, L.P. or North Star Partners II, L.P.