On December 6, 2012, GEO's Board declared a special dividend of $5.68 per share of common stock, representing approximately $350 million of accumulated earnings and profits, which will be paid on December 31, 2012 to shareholders of record as of December 12, 2012. Each shareholder may elect to receive payment of the special dividend either in cash or in shares of GEO common stock, except that GEO will limit the aggregate amount of cash payable to shareholders (other than cash payable in lieu of fractional shares) to the amount of cash paid pursuant to the lottery described below, plus 20% of the total dividend amount remaining after the lottery. Shareholders who elect to receive cash will be placed in a lottery to receive all cash, with the total cash consideration issued in the lottery capped at approximately $7.35 million or 2.1% of the special dividend. Shareholders who do not make an election will be deemed to have chosen the cash option, but will not participate in the lottery. If, following the lottery, total cash elections (including deemed elections) exceed 20% of the remaining dividend amount, each shareholder electing to receive cash will receive stock and a pro rata portion of the available cash. As a result, a shareholder electing to receive all cash will receive at least 20% of the shareholder's portion of the dividend in cash.
The total number of shares of common stock to be distributed pursuant to the special dividend will be determined based on shareholder elections and the average opening price per share of GEO common stock on the New York Stock Exchange on the two trading days following December 24, 2012, the date that election forms will be due. Promptly after December 12, 2012, election forms and materials will be mailed to shareholders.
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